LAUREATE EDUCATION, INC. (Form: 10-Q, Received: 08/08/2019 06:59:22)

Number of Financing Receivable Accounts

Balance at Default

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2019

☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________.

Commission File Number: 001-38002

Laureate Education, Inc.

(Exact name of registrant as specified in its charter)



Delaware			52-1492296
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

650 S. Exeter Street,	Baltimore,	Maryland	21202
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (410) 843-6100

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.004 per share	LAUR	The NASDAQ Stock Market LLC
Class A common stock, par value $0.004 per share	LAUR	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer ☐ Non-accelerated filer ☐ (Do not check if a smaller reporting company)

Smaller reporting company ☐ Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.



Class		Outstanding at June 30, 2019
Class A common stock, par value $0.004 per share		118,806,216 shares
Class B common stock, par value $0.004 per share		105,866,032 shares



INDEX
PART I. - FINANCIAL INFORMATION		Page No.

Item 1.	Financial Statements (Unaudited)

	Consolidated Statements of Operations - Three months ended June 30, 2019 and June 30, 2018	2

	Consolidated Statements of Operations - Six months ended June 30, 2019 and June 30, 2018	3

	Consolidated Statements of Comprehensive Income - Three months ended June 30, 2019 and June 30, 2018	4

	Consolidated Statements of Comprehensive Income - Six months ended June 30, 2019 and June 30, 2018	5

	Consolidated Balance Sheets - June 30, 2019 and December 31, 2018	6

	Consolidated Statements of Cash Flows - Six months ended June 30, 2019 and June 30, 2018	8

	Notes to Consolidated Financial Statements	9

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	45

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	72

Item 4.	Controls and Procedures	72

PART II. - OTHER INFORMATION

Item 1.	Legal Proceedings	73

Item 1A.	Risk Factors	73

Item 6.	Exhibits	74

SIGNATURES		79

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

LAUREATE EDUCATION, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

IN THOUSANDS, except per share amounts




For the three months ended June 30,	2019			2018
	(Unaudited)			(Unaudited)
Revenues	$	1,001,802		$	1,017,196
Costs and expenses:
Direct costs	720,230			725,774
General and administrative expenses	67,405			73,202
Loss on impairment of assets	470			—
Operating income	213,697			218,220
Interest income	2,844			2,588
Interest expense	(41,467		)	(60,110		)
Loss on debt extinguishment	(15,595		)	—
Gain on derivatives	2,632			111,596
Other income (expense), net	7,696			(91		)
Foreign currency exchange gain (loss), net	8,817			(5,668		)
Income from continuing operations before income taxes and equity in net income of affiliates	178,624			266,535
Income tax expense	(74,343		)	(92,654		)
Equity in net income of affiliates, net of tax	219			—
Income from continuing operations	104,500			173,881
Income from discontinued operations, net of tax (expense) benefit of ($3,942) and $3,765, respectively	33,600			38,072
Gain on sales of discontinued operations, net of tax benefit of $34,457 and $0, respectively	641,516			12,003
Net income	779,616			223,956
Net loss attributable to noncontrolling interests	1,976			456
Net income attributable to Laureate Education, Inc.	$	781,592		$	224,412

Accretion of Series A convertible redeemable preferred stock and other redeemable noncontrolling interests and equity	194			(4,324		)
Gain upon conversion of Series A convertible redeemable preferred stock	—			74,110
Net income available to common stockholders	$	781,786		$	294,198



Basic earnings per share:
Income from continuing operations	$	0.48	$	1.14
Income from discontinued operations	3.00		0.23
Basic earnings per share	$	3.48	$	1.37
Diluted earnings per share:
Income from continuing operations	$	0.48	$	0.78
Income from discontinued operations	3.00		0.22
Diluted earnings per share	$	3.48	$	1.00

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

LAUREATE EDUCATION, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

IN THOUSANDS, except per share amounts




For the six months ended June 30,	2019			2018
	(Unaudited)			(Unaudited)
Revenues	$	1,623,598		$	1,649,412
Costs and expenses:
Direct costs	1,372,644			1,403,309
General and administrative expenses	121,316			120,504
Loss on impairment of assets	470			—
Operating income	129,168			125,599
Interest income	6,397			5,856
Interest expense	(96,122		)	(123,445		)
Loss on debt extinguishment	(26,217		)	(7,481		)
Gain on derivatives	7,815			92,256
Other income, net	8,055			2,506
Foreign currency exchange gain (loss), net	4,158			(17,450		)
Income from continuing operations before income taxes and equity in net income of affiliates	33,254			77,841
Income tax expense	(39,287		)	(69,595		)
Equity in net income of affiliates, net of tax	219			—
(Loss) income from continuing operations	(5,814		)	8,246
Income from discontinued operations, including tax expense of $13,292 and $42,618, respectively	90,174			56,925
Gain on sales of discontinued operations, net, including tax benefit of $34,744 and $20,792, respectively	889,521			330,330
Net income	973,881			395,501
Net income attributable to noncontrolling interests	(1,046		)	(2,210		)
Net income attributable to Laureate Education, Inc.	$	972,835		$	393,291

Accretion of other redeemable noncontrolling interests and equity and Series A convertible redeemable preferred stock	457			(61,727		)
Gain upon conversion of Series A convertible redeemable preferred stock	—			74,110
Net income available to common stockholders	$	973,292		$	405,674



Basic earnings per share:
(Loss) income from continuing operations	$	(0.03	)	$	0.09
Income from discontinued operations	4.36			1.92
Basic earnings per share	$	4.33		$	2.01
Diluted earnings per share:
(Loss) income from continuing operations	$	(0.03	)	$	0.03
Income from discontinued operations	4.36			1.72
Diluted earnings per share	$	4.33		$	1.75

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

LAUREATE EDUCATION, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

IN THOUSANDS




For the three months ended June 30,	2019			2018
	(Unaudited)			(Unaudited)
Net income	$	779,616		$	223,956
Other comprehensive income (loss):
Foreign currency translation adjustment, net of tax of $0 for both periods	10,188			(196,672		)
Unrealized (loss) gain on derivative instruments, net of tax of $0 for both periods	(10,559		)	10,126
Total other comprehensive loss	(371		)	(186,546		)
Comprehensive income	779,245			37,410
Net comprehensive loss (income) attributable to noncontrolling interests	2,063			(15		)
Comprehensive income attributable to Laureate Education, Inc.	$	781,308		$	37,395

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

LAUREATE EDUCATION, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

IN THOUSANDS




For the six months ended June 30,	2019			2018
	(Unaudited)			(Unaudited)
Net income	$	973,881		$	395,501
Other comprehensive income (loss):
Foreign currency translation adjustment, net of tax of $0 for both periods	59,739			(113,303		)
Unrealized (loss) gain on derivative instruments, net of tax of $0 for both periods	(7,950		)	12,336
Minimum pension liability adjustment, net of tax of $0	—			376
Total other comprehensive income (loss)	51,789			(100,591		)
Comprehensive income	1,025,670			294,910
Net comprehensive income attributable to noncontrolling interests	(989		)	(2,402		)
Comprehensive income attributable to Laureate Education, Inc.	$	1,024,681		$	292,508

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

LAUREATE EDUCATION, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

IN THOUSANDS, except per share amounts




	June 30, 2019			December 31, 2018
Assets	(Unaudited)
Current assets:
Cash and cash equivalents (includes VIE amounts of $69,692 and $158,387, see Note 2)	$	236,412		$	388,490
Restricted cash	188,938			201,300
Receivables:
Accounts and notes receivable	531,390			399,322
Other receivables	13,943			11,596
Allowance for doubtful accounts	(177,167		)	(161,649		)
Receivables, net	368,166			249,269
Income tax receivable	42,094			18,515
Prepaid expenses and other current assets	98,083			53,187
Current assets held for sale	187,166			306,372
Total current assets (includes VIE amounts of $424,040 and $483,613, see Note 2)	1,120,859			1,217,133
Notes receivable, net	14,613			2,397
Property and equipment:
Land	239,860			234,826
Buildings	668,619			645,177
Furniture, equipment and software	1,013,347			968,468
Leasehold improvements	335,259			356,824
Construction in-progress	40,720			60,919
Accumulated depreciation and amortization	(1,059,335		)	(987,279		)
Property and equipment, net	1,238,470			1,278,935
Operating lease right-of-use assets, net	937,884			—
Land use rights, net	1,607			1,552
Goodwill	1,737,455			1,707,089
Other intangible assets:
Tradenames	1,134,648			1,126,244
Other intangible assets, net	2,076			25,429
Deferred costs, net	70,283			66,835
Deferred income taxes	150,076			136,487
Derivative instruments	—			3,259
Other assets	189,958			172,817
Long-term assets held for sale	493,859			1,031,459
Total assets (includes VIE amounts of $1,133,619 and $1,196,813, see Note 2)	$	7,091,788		$	6,769,636

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

LAUREATE EDUCATION, INC. AND SUBSIDIARIES

Consolidated Balance Sheets (continued)

IN THOUSANDS, except per share amounts




	June 30, 2019			December 31, 2018
Liabilities and stockholders' equity	(Unaudited)
Current liabilities:
Accounts payable	$	70,908		$	67,303
Accrued expenses	231,836			227,583
Accrued compensation and benefits	172,745			196,355
Deferred revenue and student deposits	283,763			193,226
Current portion of operating leases	95,697			—
Current portion of long-term debt and finance leases	136,127			101,866
Current portion of due to shareholders of acquired companies	14,239			23,820
Income taxes payable	30,360			20,901
Derivative instruments	—			4,021
Other current liabilities	30,649			46,621
Current liabilities held for sale	139,162			308,391
Total current liabilities (includes VIE amounts of $190,725 and $207,977, see Note 2)	1,205,486			1,190,087
Long-term operating leases, less current portion	862,369			—
Long-term debt and finance leases, less current portion	1,222,142			2,593,585
Due to shareholders of acquired companies, less current portion	21,626			21,571
Deferred compensation	13,059			12,778
Income taxes payable	86,367			93,460
Deferred income taxes	227,677			217,558
Derivative instruments	—			6,656
Other long-term liabilities	169,627			214,306
Long-term liabilities held for sale	163,859			354,293
Total liabilities (includes VIE amounts of $318,677 and $274,744, see Note 2)	3,972,212			4,704,294
Redeemable noncontrolling interests and equity	12,493			14,396
Stockholders' equity:
Preferred stock, par value $0.001 per share – 49,889 shares authorized as of June 30, 2019 and December 31, 2018, respectively, no shares issued and outstanding as of June 30, 2019 and December 31, 2018	—			—
Class A common stock, par value $0.004 per share – 700,000 shares authorized, 118,806 shares issued and outstanding as of June 30, 2019 and 107,450 shares issued and outstanding as of December 31, 2018	475			430
Class B common stock, par value $0.004 per share – 175,000 shares authorized, 105,866 shares issued and outstanding as of June 30, 2019 and 116,865 shares issued and outstanding as of December 31, 2018	423			467
Additional paid-in capital	3,707,305			3,703,796
Retained earnings (accumulated deficit)	470,860			(530,919		)
Accumulated other comprehensive loss	(1,060,849		)	(1,112,695		)
Total Laureate Education, Inc. stockholders' equity	3,118,214			2,061,079
Noncontrolling interests	(11,131		)	(10,133		)
Total stockholders' equity	3,107,083			2,050,946
Total liabilities and stockholders' equity	$	7,091,788		$	6,769,636

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

LAUREATE EDUCATION, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

IN THOUSANDS



For the six months ended June 30,	2019			2018
Cash flows from operating activities	(Unaudited)			(Unaudited)
Net income	$	973,881		$	395,501
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	97,384			130,164
Amortization of operating lease right-of-use assets	62,788			—
Loss on impairment of assets	470			—
Gain on sales of subsidiaries and disposal of property and equipment, net	(852,348		)	(309,918		)
Gain on derivative instruments	(7,977		)	(92,680		)
Payments for settlement of derivative contracts	(8,233		)	—
Loss on debt extinguishment	26,217			7,481
Non-cash interest expense	(317		)	11,023
Non-cash share-based compensation expense	8,004			3,931
Bad debt expense	62,410			58,282
Deferred income taxes	4,744			(660		)
Unrealized foreign currency exchange (gain) loss	(5,246		)	18,721
Non-cash loss (gain) from non-income tax contingencies	4,609			(928		)
Other, net	(4,117		)	(10,032		)
Changes in operating assets and liabilities:
Receivables	(221,719		)	(184,005		)
Prepaid expenses and other assets	(78,740		)	(83,347		)
Accounts payable and accrued expenses	(33,562		)	(54,020		)
Income tax receivable/payable, net	(53,183		)	11,951
Deferred revenue and other liabilities	57,482			100,372
Net cash provided by operating activities	32,547			1,836
Cash flows from investing activities
Purchase of property and equipment	(62,801		)	(93,741		)
Expenditures for deferred costs	(8,022		)	(7,732		)
Receipts from sales of discontinued operations, net of cash sold, property and equipment and other	1,161,440			374,713
Settlement of derivatives related to sale of discontinued operations and net investment hedge	12,866			(9,960		)
Business acquisitions, net of cash acquired	(1,205		)	—
Payments from related parties	87			983
Net cash provided by investing activities	1,102,365			264,263
Cash flows from financing activities
Proceeds from issuance of long-term debt, net of original issue discount	507,691			298,726
Payments on long-term debt	(1,877,310		)	(671,721		)
Payments of deferred purchase price for acquisitions	(12,133		)	(5,875		)
Payments to purchase noncontrolling interests	(5,761		)	(127		)
Payment of dividends on Series A Preferred Stock	—			(11,103		)
Withholding of shares to satisfy tax withholding for vested stock awards	(1,251		)	(1,744		)
Payments of debt issuance costs and redemption premiums	(5,949		)	(303		)
Distributions to noncontrolling interest holders	(1,363		)	(912		)
Net cash used in financing activities	(1,396,076		)	(393,059		)
Effects of exchange rate changes on Cash and cash equivalents and Restricted cash	8,651			3,822
Change in cash included in current assets held for sale	88,073			14,082
Net change in Cash and cash equivalents and Restricted cash	(164,440		)	(109,056		)
Cash and cash equivalents and Restricted cash at beginning of period	589,790			532,782
Cash and cash equivalents and Restricted cash at end of period	$	425,350		$	423,726

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

Laureate Education, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars and shares in thousands)

Note 1. Description of Business

Laureate Education, Inc. and subsidiaries (hereinafter Laureate, we, us, our, or the Company) provide higher education programs and services to students through an international network of licensed universities and higher education institutions (institutions). Laureate's programs are provided through institutions that are campus-based and internet-based, or through electronically distributed educational programs (online). On October 1, 2015, we redomiciled in Delaware as a public benefit corporation as a demonstration of our long-term commitment to our mission to benefit our students and society. The Company completed its initial public offering (IPO) on February 6, 2017 and its shares are listed on the Nasdaq Global Select Market under the symbol ‘‘LAUR.’’

Discontinued Operations

On August 9, 2018, the Company announced the divestiture of additional subsidiaries located in Europe, Asia and Central America, which are included in the Rest of World (formerly called EMEAA), Andean (formerly called Andean & Iberian), and Central America & U.S. Campuses segments. Previously, the Company had announced the divestiture of certain subsidiaries in the Rest of World and Central America & U.S. Campuses segments. After completing all of these announced divestitures, the Company’s remaining principal markets will be Brazil, Chile, Mexico and Peru, along with the Online & Partnerships segment and the institutions in Australia and New Zealand. This represents a strategic shift that will have a major effect on the Company's operations and financial results. Accordingly, all of the divestitures that are part of this strategic shift, including the divestitures announced on August 9, 2018 and those announced previously, are now accounted for as discontinued operations for all periods presented in accordance with Accounting Standards Codification (ASC) 205-20, ‘‘Discontinued Operations’’ (ASC 205). See Note 4, Discontinued Operations and Assets Held for Sale, for more information. Unless indicated otherwise, the information in the footnotes to the Consolidated Financial Statements relates to continuing operations.

The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, these financial statements include all adjustments considered necessary to present a fair statement of our consolidated results of operations, financial position and cash flows. Operating results for any interim period are not necessarily indicative of the results that may be expected for the full year. These unaudited Consolidated Financial Statements should be read in conjunction with Laureate's audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the 2018 Form 10-K).

Note 2. Significant Accounting Policies

The Variable Interest Entity (VIE) Arrangements

Laureate consolidates in its financial statements certain internationally based educational organizations that do not have shares or other equity ownership interests. Although these educational organizations may be considered not-for-profit entities in their home countries and they are operated in compliance with their respective not-for-profit legal regimes, we believe they do not meet the definition of a not-for-profit entity under GAAP, and therefore we treat them as ‘‘for-profit’’ entities for accounting purposes. These entities generally cannot declare dividends or distribute their net assets to the entities that control them.

Under ASC 810-10, ‘‘Consolidation,’’ we have determined that these institutions are VIEs and that Laureate is the primary beneficiary of these VIEs because we have, as further described herein: (1) the power to direct the activities of the VIEs that most significantly affect their educational and economic performance and (2) the right to receive economic benefits from contractual and other arrangements with the VIEs that could potentially be significant to the VIEs. We account for the acquisition of the right to control a VIE in accordance with ASC 805, ‘‘Business Combinations.’’

The VIEs in Brazil and Mexico comprise several not-for-profit foundations that have insignificant revenues and operating expenses. Selected Consolidated Statements of Operations information for VIEs that are included in continuing operations was as follows, net of the charges related to the above-described contractual arrangements:



	For the three months ended June 30,						For the six months ended June 30,
	2019			2018			2019			2018
Selected Statements of Operations information:
Revenues, by segment:
Brazil	$	—		$	—		$	—		$	—
Mexico	—			86			—			86
Andean	148,472			150,504			204,922			205,540
Revenues	148,472			150,590			204,922			205,626

Depreciation and amortization	6,890			6,490			12,986			13,235

Operating income (loss), by segment:
Brazil	(17		)	(22		)	(34		)	(40		)
Mexico	(99		)	(71		)	(196		)	(228		)
Andean	44,519			34,011			17,299			(5,240		)
Operating income (loss)	44,403			33,918			17,069			(5,508		)

Net income	41,785			39,042			17,585			4,047
Net income attributable to Laureate Education, Inc.	41,785			39,042			17,585			4,047

The following table reconciles the Net income attributable to Laureate Education, Inc. as presented in the table above, to the amounts in our Consolidated Statements of Operations:



	For the three months ended June 30,					For the six months ended June 30,
	2019		2018			2019		2018
Net income (loss) attributable to Laureate Education, Inc.:
Variable interest entities	$	41,785	$	39,042		$	17,585	$	4,047
Other operations	699,745		238,626			654,533		220,359
Corporate and eliminations	40,062		(53,256		)	300,717		168,885
Net income attributable to Laureate Education, Inc.	$	781,592	$	224,412		$	972,835	$	393,291

The following table presents selected assets and liabilities of the consolidated VIEs. Except for Goodwill, the assets in the table below include the assets that can be used only to settle the obligations for the VIEs. The liabilities in the table are liabilities for which the creditors of the VIEs do not have recourse to the general credit of Laureate.

Selected Consolidated Balance Sheet amounts for these VIEs were as follows:



	June 30, 2019				December 31, 2018
	VIE		Consolidated		VIE		Consolidated
Balance Sheets data:
Cash and cash equivalents	$	69,692	$	236,412	$	158,387	$	388,490
Current assets held for sale	102,792		187,166		183,880		306,372
Other current assets	251,556		697,281		141,346		522,271
Total current assets	424,040		1,120,859		483,613		1,217,133

Goodwill	172,557		1,737,455		168,473		1,707,089
Tradenames	68,319		1,134,648		66,929		1,126,244
Other intangible assets, net	—		2,076		—		25,429
Operating lease right-of-use assets, net	76,620		937,884		—		—
Long-term assets held for sale	99,967		493,859		165,087		1,031,459
Other long-term assets	292,116		1,665,007		312,711		1,662,282
Total assets	1,133,619		7,091,788		1,196,813		6,769,636

Current liabilities held for sale	34,066		139,162		101,320		308,391
Other current liabilities	156,659		1,066,324		106,657		881,696
Long-term operating leases, less current portion	65,836		862,369		—		—
Long-term liabilities held for sale	28,939		163,859		42,265		354,293
Long-term debt and other long-term liabilities	33,177		1,740,498		24,502		3,159,914
Total liabilities	318,677		3,972,212		274,744		4,704,294

Total stockholders' equity	814,942		3,107,083		922,069		2,050,946
Total stockholders' equity attributable to Laureate Education, Inc.	814,942		3,118,214		921,747		2,061,079

On January 24, 2018, a new Higher Education Law (the New Law) was passed by the Chilean Congress. Among other things, the New Law prohibits conflicts of interests and related party transactions involving universities and their controlling parties, with certain exceptions. These exceptions include the provision of services that are educational in nature or essential for the university’s purposes.

The New Law established a Superintendency of Higher Education, with authority to regulate institutions of higher education and promulgate regulations and procedures implementing the New Law. As of May 29, 2019, the New Law’s provisions regarding related party transactions came into force; however, the Superintendent has not issued any further interpretive guidance or regulations. Immediately prior to these provisions coming into force, each of the Chilean non-profit universities and the relevant Laureate services provider reached an agreement to terminate the prior network services agreement in favor of an open bidding process, wherein unrelated third parties and Laureate-related providers were invited to compete in the provision of the range of services that are essential to the fulfillment of each of their academic missions. Once the bidding and contractual processes are completed, which is expected by the end of the third quarter, the Company and the Chilean non-profit universities will remain subject to the oversight of the Superintendent and may need to evaluate additional modifications to their contractual relationships. We do not believe that the New Law will change our relationship with our two tech/voc institutions in Chile that are for-profit entities. Additionally, we will continue to evaluate our accounting treatment of the Chilean non-profit universities to determine whether we can continue to consolidate them. Our continuing evaluation of the impact of the New Law may result in changes to our expectations due to changes in our interpretations of the law, assumptions used, and additional guidance that may be issued.

Recently Adopted Accounting Standards

Accounting Standards Update (ASU) No. 2016-02 (ASU 2016-02), Leases (Topic 842)

On February 25, 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02, which requires lessees to recognize on their balance sheet a right-of-use (ROU) asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease). The liability is equal to the present value of the lease payments. The asset is based on the liability, subject to adjustment, such as for initial direct costs and uneven rent payments. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Operating leases result in straight-line expense (similar to operating leases prior to adoption of ASU 2016-02) while finance leases will result in a front-loaded expense pattern (similar to capital leases prior to adoption of ASU 2016-02).

Laureate adopted ASU 2016-02 as of January 1, 2019 under a modified retrospective method. The standard provided companies with an additional, optional transition method that allowed entities to prospectively apply the requirements by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We elected this optional transition method. In accordance with Topic 842 we also elected the package of practical expedients, which permits us to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. We did not elect the hindsight practical expedient, which permits entities to use hindsight in determining the lease term and assessing impairment. We elected the practical expedient to combine our lease and related nonlease components for our building leases.

Adopting ASU 2016-02 had a material impact on our Consolidated Balance Sheet as we recorded significant asset and liability balances in connection with our leased properties. The most significant impacts to our Consolidated Financial Statements of adopting this standard are as follows:


•	The recognition of ROU assets and lease liabilities for operating leases, which totaled $937,884 and $958,066, respectively, as of June 30, 2019;

•

An increase in 2019 rent expense of approximately $13,000 for continuing operations primarily related to build-to-suit arrangements where Laureate was deemed to be the owner of the construction. Upon adoption of this standard, these arrangements were classified on the balance sheet as operating leases and the related ROU asset is being amortized to rent expense rather than depreciation expense; and


•	A cumulative-effect adjustment to retained earnings upon adoption of $28,944, which is primarily attributable to the reclassification into retained earnings of deferred gain liabilities related to sale-leaseback transactions that were classified as operating leases upon adoption.

ASU No. 2017-12 (ASU 2017-12), Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities

On August 28, 2017, the FASB issued ASU 2017-12, which contains significant amendments to the hedge accounting model. The new guidance is intended to simplify the application of hedge accounting and should allow for more hedging strategies to qualify for hedge accounting. ASU 2017-12 also amends the presentation and disclosure requirements and changes how companies assess effectiveness. Public business entities like Laureate will have until the end of the first quarter in which a hedge is designated to perform an initial assessment of a hedge’s effectiveness. After initial qualification, the new guidance permits a qualitative effectiveness assessment for certain hedges instead of a quantitative test, such as a regression analysis, if the company can reasonably support an expectation of high effectiveness throughout the term of the hedge. An initial quantitative test to establish that the hedge relationship is highly effective is still required. We adopted this ASU on January 1, 2019 and the impact was not material.

ASU No. 2018-15 (ASU 2018-15) Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40)

In August 2018, the FASB issued ASU 2018-15, which addresses the accounting for implementation costs associated with a hosted service. The standard provides amendments to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). Laureate elected to early adopt ASU 2018-15 on January 1, 2019, and the impact on our Consolidated Financial Statements was not material.

Note 3. Revenue

Revenue Recognition

Laureate's revenues primarily consist of tuition and educational service revenues. We also generate other revenues from student fees, dormitory/residency fees and other education-related activities. These other revenues are less material to our 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 our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. These revenues are recognized net of scholarships and other discounts, refunds, waivers and the fair value of any guarantees made by Laureate related to student financing programs. Laureate's institutions have various billing and academic cycles.

We determine revenue recognition through the five-step model prescribed by ASC Topic 606, Revenue from Contracts with Customers, as follows:

•Identification of the contract, or contracts, with a customer;

•Identification of the performance obligations in the contract;

•Determination of the transaction price;

•Allocation of the transaction price to the performance obligations in the contract; and

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

We assess collectibility 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. If a student withdraws from an institution, Laureate's obligation to issue a refund depends on the refund policy at that institution and the timing of the student's withdrawal. Generally, our refund obligations are reduced over the course of the academic term. We record refunds as a reduction of deferred revenue as applicable.

The following table shows the components of Revenues by reportable segment and as a percentage of total net revenue for the three months ended June 30, 2019 and 2018:



	Brazil			Mexico			Andean			Rest of World			Online & Partnerships			Corporate⁽¹⁾			Total
2019
Tuition and educational services	$	333,758		$	178,088		$	448,971		$	63,677		$	177,590		$	—		$	1,202,084		120	%
Other	2,443			21,167			22,762			1,996			13,319			(1,053		)	60,634			6	%
Gross revenue	$	336,201		$	199,255		$	471,733		$	65,673		$	190,909		$	(1,053	)	$	1,262,718		126	%
Less: Discounts / waivers / scholarships	(139,095		)	(36,800		)	(48,739		)	(5,088		)	(31,194		)	—			(260,916		)	(26	)%
Total	$	197,106		$	162,455		$	422,994		$	60,585		$	159,715		$	(1,053	)	$	1,001,802		100	%
2018
Tuition and educational services	$	343,171		$	174,964		$	441,053		$	63,110		$	180,373		$	—		$	1,202,671		118	%
Other	2,842			19,951			21,386			3,047			12,550			(3,890		)	55,886			5	%
Gross revenue	$	346,013		$	194,915		$	462,439		$	66,157		$	192,923		$	(3,890	)	$	1,258,557		124	%
Less: Discounts / waivers / scholarships	(120,414		)	(35,270		)	(52,893		)	(4,816		)	(27,968		)	—			(241,361		)	(24	)%
Total	$	225,599		$	159,645		$	409,546		$	61,341		$	164,955		$	(3,890	)	$	1,017,196		100	%

⁽¹⁾ Includes the elimination of intersegment revenues.

The following table shows the components of Revenues by reportable segment and as a percentage of total net revenue for the six months ended June 30, 2019 and 2018:



	Brazil			Mexico			Andean			Rest of World			Online & Partnerships			Corporate⁽¹⁾			Total
2019
Tuition and educational services	$	535,013		$	342,890		$	586,374		$	117,756		$	358,640		$	—		$	1,940,673		120	%
Other	4,367			47,662			38,610			5,174			25,327			(562		)	120,578			7	%
Gross revenue	$	539,380		$	390,552		$	624,984		$	122,930		$	383,967		$	(562	)	$	2,061,251		127	%
Less: Discounts / waivers / scholarships	(232,306		)	(71,633		)	(63,047		)	(8,189		)	(62,478		)	—			(437,653		)	(27	)%
Total	$	307,074		$	318,919		$	561,937		$	114,741		$	321,489		$	(562	)	$	1,623,598		100	%
2018
Tuition and educational services	$	545,274		$	341,274		$	577,016		$	116,425		$	361,618		$	—		$	1,941,607		118	%
Other	5,703			45,229			36,929			5,236			26,732			(5,723		)	114,106			7	%
Gross revenue	$	550,977		$	386,503		$	613,945		$	121,661		$	388,350		$	(5,723	)	$	2,055,713		125	%
Less: Discounts / waivers / scholarships	(202,586		)	(70,960		)	(69,345		)	(8,046		)	(55,364		)	—			(406,301		)	(25	)%
Total	$	348,391		$	315,543		$	544,600		$	113,615		$	332,986		$	(5,723	)	$	1,649,412		100	%

⁽¹⁾ Includes the elimination of intersegment revenues.

Contract Balances

The timing of billings, cash collections and revenue recognition results in accounts receivable (contract assets) and deferred revenue and student deposits (contract liabilities) on the Consolidated Balance Sheets. We have various billing and academic cycles and recognize student receivables when an academic session begins, although students generally enroll in courses prior to the start of the academic session. Receivables are recognized only to the extent that it is probable that we will collect substantially all of the consideration to which we are entitled in exchange for the goods and services that will be transferred to the student. We receive advance payments or deposits from our students before revenue is recognized, which are recorded as contract liabilities in deferred revenue and student deposits. Payment terms vary by university with some universities requiring payment in advance of the academic session and other universities allowing students to pay in installments over the term of the academic session.

All of our contract assets are considered accounts receivable and are included within the Accounts and notes receivable balance in the accompanying Consolidated Balance Sheets. Total accounts receivable from our contracts with students were $531,390 and $399,322 as of June 30, 2019 and December 31, 2018, respectively. The increase in the contract assets balance at June 30, 2019 compared to December 31, 2018 is primarily driven by our enrollment cycles. The first and third calendar quarters generally coincide with the primary and secondary intakes for our larger institutions. All contract asset amounts are classified as current.

Contract liabilities in the amount of $283,763 and $193,226 were included within the Deferred revenue and student deposits balance in the current liabilities section of the accompanying Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018, respectively. The increase in the contract liability balance during the period ended June 30, 2019 is the result of semester billings and cash payments received in advance of satisfying performance obligations, offset by revenue recognized during that period. Revenue recognized for the six months ended June 30, 2019 that was included in the contract liability balance at the beginning of the year was approximately $162,000.

Note 4. Discontinued Operations and Assets Held for Sale

As discussed in Note 1, Description of Business, on August 9, 2018, the Company announced that it plans to focus on its principal markets and will divest certain of its other markets. The principal markets that will remain (the Continuing Operations) include Brazil, Chile, Mexico, and Peru, along with the Online & Partnerships segment and the institutions in Australia and New Zealand. At the time of the announcement on August 9, 2018, the markets being divested (the Discontinued Operations) included the institutions in Portugal and Spain, which were part of the Andean segment, all remaining institutions in the Central America & U.S. Campuses segment, and all remaining institutions in the Rest of World segment, except for Australia, New Zealand and the managed institutions in the Kingdom of Saudi Arabia and China. The institutions in the Kingdom of Saudi Arabia are managed under a contract that expires at the end of August 2019 and will not be renewed. As of June 30, 2019, two VIE institutions are included in the Discontinued Operations.

The divestitures are expected to create a more focused and simplified business model and generate proceeds that will be used for further repayment of long-term debt. The timing and ability to complete any of these transactions is uncertain and will be subject to market and other conditions, which may include regulatory approvals and consents of third parties.

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



For the three months ended June 30,	2019			2018
Revenues	$	147,947		$	230,721
Depreciation and amortization	—			9,517
Share-based compensation expense	106			427
Other direct costs	113,735			173,222
Operating income	34,106			47,555
Other non-operating income (expense)	3,436			(13,248		)
Pretax income of discontinued operations	37,542			34,307
Income tax (expense) benefit	(3,942		)	3,765
Income from discontinued operations, net of tax	$	33,600		$	38,072


For the six months ended June 30,	2019			2018
Revenues	$	350,563		$	483,793
Depreciation and amortization	—			20,310
Share-based compensation expense	269			747
Other direct costs	253,382			350,020
Operating income	96,912			112,716
Other non-operating income (loss)	6,554			(13,173		)
Pretax income of discontinued operations	103,466			99,543
Income tax expense	(13,292		)	(42,618		)
Income from discontinued operations, net of tax	$	90,174		$	56,925

Operating cash flows of discontinued operations	$	13,157		$	64,505
Investing cash flows of discontinued operations	$	(11,007	)	$	(22,031	)
Financing cash flows of discontinued operations	$	(25,712	)	$	(9,903	)

The assets and liabilities of the Discontinued Operations, which are subject to finalization, have been classified as held for sale as of June 30, 2019 and December 31, 2018, in accordance with ASC 205. The assets and liabilities are recorded at the lower of their carrying values or their estimated ‘fair values less costs to sell.’ In addition to the Discontinued Operations, Centro Universitário do Norte (UniNorte), a traditional higher education institution located in the city of Manaus, Brazil, has also been classified as held for sale as of June 30, 2019 and December 31, 2018. UniNorte is included in Continuing Operations as it is not part of the strategic shift described above. As described below, on April 16, 2019, the Company entered into an agreement to divest UniNorte, which it expects to close during the second half of 2019.

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



	June 30, 2019		December 31, 2018
Assets of Discontinued Operations
Cash and cash equivalents	$	123,224	$	214,934
Receivables, net	35,947		38,588
Property and equipment, net	292,129		667,527
Goodwill	13,362		131,329
Tradenames	17,170		124,932
Operating lease right-of-use assets, net	69,951		—
Other assets	58,879		99,566
Subtotal: assets of Discontinued Operations	$	610,662	$	1,276,876

Other assets classified as held for sale: UniNorte Brazil
Receivables, net	$	6,750	$	6,983
Property and equipment, net	14,366		16,726
Goodwill	15,379		15,165
Tradenames	8,261		8,146
Operating lease right-of-use assets, net	18,034		—
Other assets	7,573		13,935
Subtotal: other assets classified as held for sale	$	70,363	$	60,955

Total assets held for sale	$	681,025	$	1,337,831



	June 30, 2019		December 31, 2018
Liabilities of Discontinued Operations
Deferred revenue and student deposits	$	39,989	$	115,969
Operating leases, including current portion	75,542		—
Long-term debt and finance leases, including current portion	63,897		278,074
Other liabilities	96,093		253,397
Subtotal: liabilities of Discontinued Operations	$	275,521	$	647,440

Other liabilities classified as held for sale: UniNorte Brazil
Deferred revenue and student deposits	$	546	$	469
Operating leases, including current portion	11,641		—
Long-term debt and finance leases, including current portion	2,486		5,370
Other liabilities	12,827		9,405
Subtotal: other liabilities classified as held for sale	$	27,500	$	15,244

Total liabilities held for sale	$	303,021	$	662,684

Sale Agreements Signed in 2019 and Pending Closure

Agreement to Sell UniNorte

On April 16, 2019, Rede Internacional de Universidades Laureate Ltda., a limited business company organized under the laws of Brazil (the UniNorte Seller), which is an indirect wholly owned subsidiary of the Company, entered into a Quota Assignment and Transfer Agreement (the UniNorte Agreement) with Cenesup - Centro Nacional de Ensino Superior Ltda., a limited liability company organized under the laws of Brazil (the UniNorte Purchaser), which is an indirect wholly owned subsidiary of Ser Educacional S.A., a company organized under the laws of Brazil (Ser). Pursuant to the UniNorte Agreement, the UniNorte Purchaser will purchase from the UniNorte Seller 100% of the quota capital of Sodecam - Sociedade de Desenvolvimento Cultural do Amazonas Ltda., a limited liability company organized under the laws of Brazil, which is the maintaining entity of UniNorte. The Company and Ser are also parties to the Agreement as guarantors of certain obligations of their respective subsidiaries.

The transaction enterprise value under the UniNorte Agreement is 194,800 Brazilian Reais (BRL) (or approximately $50,900 as of June 30, 2019), which includes the assumption of net debt in the amount of approximately BRL 9,800 (or approximately $2,600 as of June 30, 2019), and the parties expect that the transaction will close during the second half of 2019, subject to customary closing conditions, including approval by the Brazilian competition authorities.

Agreement to Sell NewSchool of Architecture and Design, LLC (NSAD)

On June 14, 2019, the Company and Exeter Street Holdings, LLC, an indirect wholly owned subsidiary of the Company, entered into a membership interests purchase agreement with Ambow NSAD, Inc. and Ambow Education Holding, Ltd. (the NSAD Buyers) to sell 100% of the outstanding membership interests of NSAD to the NSAD Buyers for a purchase price of one dollar, subject to certain adjustments. In addition, under the terms of the agreement, the Company estimates that it will pay subsidies to the NSAD Buyers for continued operations and campus facilities of up to approximately $5,800. The closing of the sale is subject to regulatory approvals and other conditions precedent, which could take approximately six months. NSAD is a higher education institution located in California that offers undergraduate and graduate degrees and non-degree certificates in design and construction management.

Note 5. Dispositions

Sale of the University of St. Augustine for Health Sciences, LLC (St. Augustine)

As previously disclosed in our 2018 Form 10-K, the sale of St. Augustine was completed on February 1, 2019. The total transaction value under the sale agreement was $400,000. Upon completion of the sale, the Company received net proceeds of approximately $346,400, which included $11,700 of customary closing adjustments, and was net of $58,100 of debt assumed by the purchaser and fees of $7,200. The proceeds net of cash sold were approximately $301,800, which the Company used to repay outstanding indebtedness under its U.S. term loan and revolving credit facility. The Company recognized a gain on the sale of approximately $223,000, which is included in gain on sales of discontinued operations on the Consolidated Statements of Operations.

Sale of Thailand Operations

As previously disclosed in our 2018 Form 10-K, on February 12, 2019, the Company completed the sale of its interests in Thai Education Holdings Company Limited, a Thailand corporation (TEDCO), and Far East Stamford International Co. Ltd. (FES), a Thailand corporation. TEDCO was the owner of a controlling interest in FES, which was the license holder for Stamford International University, which had three campuses in Thailand. The total purchase price was approximately $35,300, and net proceeds were approximately $27,900, net of debt assumed by the buyer and other customary closing adjustments. Of the $27,900 in net proceeds, $23,700, or $20,300 net of cash sold, was received at closing. The balance of $4,200 was payable upon satisfaction of certain post-closing requirements; the first post-closing requirement was satisfied in May 2019 and the Company received $2,800, leaving a remaining receivable of $1,400. The Company recognized a gain on the sale of approximately $10,800, which is included in gain on sales of discontinued operations on the Consolidated Statements of Operations.

Additional Gain on Sale of China Operations

As previously disclosed in our 2018 Form 10-K, on January 25, 2018, the Company completed the sale of LEI Lie Ying Limited (LEILY). A portion of the purchase price was held back and subject to deduction of any indemnifiable losses payable to the buyer pursuant to the sale purchase agreement. On January 25, 2019, Laureate received HKD 71,463 (approximately US $9,100 at date of receipt) for the second and final holdback payment, net of legal fees. Also, as of December 31, 2018, the Company had recorded

a liability of approximately $14,300 related to loss contingencies for which the Company had indemnified the buyer. During the first quarter of 2019, the legal matter that this loss contingency related to was settled, with no cost to the Company. Accordingly, during the six months ended June 30, 2019, the Company reversed the loss contingency and recognized additional gain on the sale of LEILY of approximately $13,700, which is included in gain on sales of discontinued operations on the Consolidated Statements of Operations. The remaining liability recorded relates to certain legal fees. Additionally, at the closing of the sale on January 25, 2018, a portion of the total transaction value was paid into an escrow account and will be distributed to the Company pursuant to the terms and conditions of the escrow agreement. As of both June 30, 2019 and December 31, 2018, the Company has recorded a receivable of approximately $25,900 for the portion of the escrowed amount that the Company expects to receive.

Sale of Monash South Africa

On April 8, 2019, the Company completed the sale of its institution in South Africa, Monash South Africa, as well as the sale of the real estate associated with that institution. The transactions consisted of: (i) the transfer by Monash South Africa Limited (MSA), an Australia limited company that is an indirect 75%-owned subsidiary of the Company, to The Independent Institute of Education Limited (IIE), a South Africa limited company that is a subsidiary of ADvTECH Limited, of all of MSA’s assets and certain of its operational liabilities for a sale price of 15,000 South African Rand (ZAR) (subject to customary adjustments) (or approximately $1,100 at the closing date) and (ii) the sale by LEI AMEA Investments B.V., a Netherlands limited company that is an indirect wholly owned subsidiary of the Company, of all of the shares of Laureate South Africa Pty. Ltd. (LSA), a South Africa limited company, to IIE for a net sale price of approximately ZAR 99,000 (subject to customary adjustments) (or approximately $7,000 at the closing date). In addition, IIE assumed debt of approximately $20,200. In the aggregate, including working capital adjustments, the Company received approximately $9,000 from the buyer, which approximated the amount of cash sold with the business. The Company recognized a gain for these transactions of approximately $2,300, which is included in gain on sales of discontinued operations on the Consolidated Statements of Operations.

Sale of India Operations

On May 9, 2019, LEI Singapore Holdings Pte Limited, a Singapore corporation, Laureate I B.V., a Netherlands private limited company (Laureate I), and Laureate International B.V., a Netherlands private limited company (collectively, the India Sellers), all of which are indirect wholly owned subsidiaries of the Company, closed a transaction pursuant to the share purchase agreement (the India Agreement), among the India Sellers, Global University Systems India Bidco B.V., a Netherlands private limited liability company (the India Purchaser) and Global University Systems Holding B.V. (the India Purchaser Guarantor), a Netherlands private limited liability company. Pursuant to the India Agreement, the India Purchaser acquired from the India Sellers all of the issued and outstanding shares in the capital of Pearl Retail Solutions Private Limited, an India corporation (PRS), M-Power Energy India Private Limited (M-Power), an India corporation, and Data Ram Sons Private Limited (Data Ram), an India corporation. As a result of the closing of the transaction, the Company no longer consolidates its network institutions in India, including Creative Arts Education Society (CAES), the operator of Pearl Academy, and University of Petroleum and Energy Studies (UPES). In connection with the India Agreement, certain of the India Sellers also closed a separate transaction with the minority owners of PRS relating to the purchase by them of the minority owners’ 10% interest in PRS.

The total purchase price under the India Agreement was $145,600. The net proceeds received by the India Sellers, before the payment to the 10% minority owners and after transaction fees and taxes, were approximately $144,600, or approximately $76,200 net of cash sold, which the Company used to repay indebtedness under its term loan that had a maturity date of April 2024 (the 2024 Term Loan). The Company recognized a gain for these transactions of approximately $19,500, which is included in gain on sales of discontinued operations on the Consolidated Statements of Operations.

Sale of Spain and Portugal

On May 31, 2019, Iniciativas Culturales de España S.L., a Spanish private limited liability company (ICE), and Laureate I, both of which are indirect wholly owned subsidiaries of the Company, closed a previously announced transaction pursuant to the sale and purchase agreement (the Spain and Portugal Sale Agreement) with Samarinda Investments, S.L., a Spanish limited liability company (Samarinda). Pursuant to the Spain and Portugal Sale Agreement, Samarinda acquired from ICE all of the issued and outstanding shares in the capital of each of Universidad Europea de Madrid, S.L.U., Iniciativas Educativas de Mallorca, S.L.U., Iniciativa Educativa UEA, S.L.U., Universidad Europea de Canarias, S.L.U., and Universidad Europea de Valencia, S.L.U. (together, the Spain Companies), and Samarinda acquired from Laureate I all of the issued and outstanding shares in the capital of Ensilis—Educação e Formação, Unipessoal, Lda. (the Portugal Company). Three of the Spain Companies are the entities that operate Universidad Europea de Madrid, Universidad Europea de Canarias, and Universidad Europea de Valencia. The Portugal Company is the entity that operates Universidade Europeia, a comprehensive university in Portugal, and Instituto Português de Administração de Marketing (IPAM Lisbon and IPAM Porto), post-secondary schools of marketing in Portugal.

The total purchase price under the Spain and Portugal Sale Agreement was EUR 770,000 (or approximately $857,000 at the date of closing), subject to customary closing adjustments. After payment of transaction fees, receipt of working capital and other adjustments, as well as settlement of the foreign currency swaps discussed below, the total net proceeds received by ICE and Laureate I were approximately $908,000, or approximately $762,000 net of cash sold, which the Company used to repay indebtedness, including full repayment of the remaining balance outstanding under the 2024 Term Loan. Additionally, the buyer assumed debt of approximately $109,000. The Company recognized a gain for these transactions of approximately $618,000, including a tax benefit of $33,600 that relates to the reversal of net deferred tax liabilities, which is included in gain on sales of discontinued operations on the Consolidated Statements of Operations.

Note 6. Due to Shareholders of Acquired Companies

The amounts due to shareholders of acquired companies generally arise in connection with Laureate’s acquisition of a majority or all of the ownership interest of these companies. Promissory notes payable to the sellers of acquired companies, referred to as “seller notes,” are commonly used as a means of payment for business acquisitions. Seller note payments are classified as Payments of deferred purchase price for acquisitions within financing activities in our Consolidated Statements of Cash Flows. The amounts due to shareholders of acquired companies, currencies, and interest rates applied were as follows:



	June 30, 2019		December 31, 2018		Nominal Currency	Interest Rate %
Universidade Anhembi Morumbi (UAM Brazil)	$	32,592	$	30,912	BRL	CDI + 2%
Faculdade Porto-Alegrense (FAPA)	2,137		1,943		BRL	IGP-M
IADE Group	1,136		1,141		EUR	3%
University of St. Augustine for Health Sciences, LLC (St. Augustine)	—		11,395		USD	7%
Total due to shareholders of acquired companies	35,865		45,391
Less: Current portion of due to shareholders of acquired companies	14,239		23,820
Due to shareholders of acquired companies, less current portion	$	21,626	$	21,571



BRL: Brazilian Real		CDI: Certificados de Depósitos Interbancários (Brazil)
EUR: European Euro		IGP-M: General Index of Market Prices (Brazil)
USD: United States Dollar

St. Augustine

During the second quarter of 2019, the Company fully repaid the St. Augustine seller note, following the resolution of certain legal matters for which the Company was indemnified by the former owner, as previously disclosed in our 2018 10-K.

Note 7. Business and Geographic Segment Information

Laureate’s educational services are offered through six operating segments: Brazil, Mexico, Andean, Central America & U.S. Campuses, Rest of World and Online & Partnerships. Laureate determines its operating segments based on information utilized by the chief operating decision maker to allocate resources and assess performance.

Our campus-based segments generate revenues by providing an education that emphasizes professional-oriented fields of study with undergraduate and graduate degrees in a wide range of disciplines. Our educational offerings are increasingly utilizing online and hybrid (a combination of online and in-classroom) courses and programs to deliver their curriculum. Many of our largest campus-based operations are in developing markets which are experiencing a growing demand for higher education based on favorable demographics and increasing secondary completion rates, driving increases in participation rates and resulting in continued growth in the number of higher education students. Traditional higher education students (defined as 18-24 year olds) have historically been served by public universities, which have limited capacity and are often underfunded, resulting in an inability to meet the growing student demand and employer requirements. This supply and demand imbalance has created a market opportunity for private sector participants. Most students finance their own education. However, there are some government-sponsored student financing programs which are discussed below. The campus-based segments include Brazil, Mexico, Andean, Central America & U.S. Campuses and Rest of World. Specifics related to each of these campus-based segments and our Online & Partnerships segment are discussed below.

In Brazil, approximately 75% of post-secondary students are enrolled in private higher education institutions. While the federal government defines the national curricular guidelines, institutions are licensed to operate by city. Laureate owns 13 institutions in eight states throughout Brazil, with a particularly strong presence in the competitive São Paulo market. Many students finance their own education while others rely on the government-sponsored programs such as Prouni and FIES. As described in Note 4, Discontinued Operations and Assets Held for Sale, on April 16, 2019, the Company entered into an agreement to divest UniNorte, a traditional higher education institution in Manaus, Brazil.

Public universities in Mexico enroll approximately two thirds of students attending post-secondary education. However, many public institutions are faced with capacity constraints or the quality of the education is considered low. Laureate owns two institutions and is present throughout the country with a footprint of over 40 campuses. Each institution in Mexico has a national license. Students in our Mexican institutions typically finance their own education.

The Andean segment includes institutions in Chile and Peru. In Chile, private universities enroll approximately 80% of post-secondary students. In Peru, the public sector plays a significant role, but private universities are increasingly providing the capacity to meet growing demand. In Chile, there are government-sponsored student financing programs.

The Central America & U.S. Campuses segment includes institutions in Costa Rica, Honduras, Panama and the United States. Students in Central America typically finance their own education while students in the United States finance their education in a variety of ways, including U.S. Department of Education (DOE) Title IV programs. The entire Central America & U.S. Campuses segment is included in Discontinued Operations.

The Rest of World segment includes an institution in the European country of Turkey, as well as institutions in the Middle East and Asia Pacific consisting of campus-based institutions with operations in Australia, Malaysia and New Zealand. Additionally, the Rest of World segment manages eight licensed institutions in the Kingdom of Saudi Arabia and manages one additional institution in China through a joint venture arrangement. The institutions in Turkey and Malaysia are included in Discontinued Operations. The institutions in the Kingdom of Saudi Arabia are managed under a contract that expires at the end of August 2019 and will not be renewed.

The Online & Partnerships segment includes fully online institutions that offer professionally oriented degree programs in the United States through Walden University (Walden), a U.S.-based accredited institution, and through the University of Liverpool and the University of Roehampton in the United Kingdom. These online institutions primarily serve working adults with undergraduate and graduate degree program offerings. Students in the United States finance their education in a variety of ways, including Title IV programs. We no longer accept new enrollments at the University of Liverpool and the University of Roehampton.

As discussed in Note 1, Description of Business, and Note 4, Discontinued Operations and Assets Held for Sale, during the third quarter of 2018, a number of our subsidiaries met the requirements to be classified as discontinued operations, including the entire Central America & U.S. Campuses segment. As a result, the operations of the Central America & U.S. Campuses segment have been excluded from the segment information for all periods presented. In addition, the portion of the Rest of World reportable segment that is included in discontinued operations has also been excluded from the segment information for all periods presented.

Intersegment transactions are accounted for in a similar manner as third-party transactions and are eliminated in consolidation. The Corporate amounts presented in the following tables include corporate charges that were not allocated to our reportable segments and adjustments to eliminate intersegment items.

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 sales of subsidiaries, net, Foreign currency exchange gain (loss), net, Other income, net, Gain on derivatives, 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. EiP is an enterprise-wide initiative to optimize and standardize Laureate’s processes, creating vertical integration of procurement, information technology, finance, accounting and human resources. It included the establishment of regional shared services organizations (SSOs) around the world, as well as improvements to the Company's system of internal controls over financial reporting. The EiP initiative also includes other back- and mid-office areas, as well as certain student-facing activities, expenses associated with streamlining the organizational structure and certain non-recurring costs incurred in connection with the planned dispositions described in Note 4, Discontinued Operations and Assets Held for Sale, and the completed dispositions described in Note 5, Dispositions.

When we review Adjusted EBITDA on a segment basis, we exclude intercompany revenues and expenses related to network fees and royalties between our segments, which eliminate in consolidation. We use total assets as the measure of assets for reportable segments.

The following tables provide financial information for our reportable segments, including a reconciliation of Adjusted EBITDA to Income from continuing operations before income taxes, as reported in the Consolidated Statements of Operations:



	For the three months ended						For the six months ended
	June 30,						June 30,
	2019			2018			2019			2018
Revenues
Brazil	$	197,106		$	225,599		$	307,074		$	348,391
Mexico	162,455			159,645			318,919			315,543
Andean	422,994			409,546			561,937			544,600
Rest of World	60,585			61,341			114,741			113,615
Online & Partnerships	159,715			164,955			321,489			332,986
Corporate	(1,053		)	(3,890		)	(562		)	(5,723		)
Revenues	$	1,001,802		$	1,017,196		$	1,623,598		$	1,649,412
Adjusted EBITDA of reportable segments
Brazil	$	58,856		$	77,934		$	28,200		$	51,918
Mexico	31,585			27,806			57,413			58,250
Andean	186,734			184,198			153,491			144,766
Rest of World	10,459			7,603			14,958			10,593
Online & Partnerships	49,859			45,427			98,435			90,401
Total Adjusted EBITDA of reportable segments	337,493			342,968			352,497			355,928
Reconciling items:
Corporate	(40,205		)	(39,368		)	(76,814		)	(81,994		)
Depreciation and amortization expense	(49,740		)	(52,885		)	(97,384		)	(109,854		)
Loss on impairment of assets	(470		)	—			(470		)	—
Share-based compensation expense	(4,748		)	(7,261		)	(7,735		)	(3,184		)
EiP expenses	(28,633		)	(25,234		)	(40,926		)	(35,297		)
Operating income	213,697			218,220			129,168			125,599
Interest income	2,844			2,588			6,397			5,856
Interest expense	(41,467		)	(60,110		)	(96,122		)	(123,445		)
Loss on debt extinguishment	(15,595		)	—			(26,217		)	(7,481		)
Gain on derivatives	2,632			111,596			7,815			92,256
Other income (expense), net	7,696			(91		)	8,055			2,506
Foreign currency exchange gain (loss), net	8,817			(5,668		)	4,158			(17,450		)
Income from continuing operations before income taxes	$	178,624		$	266,535		$	33,254		$	77,841



	June 30, 2019		December 31, 2018
Assets
Brazil	$	1,189,061	$	1,011,391
Mexico	1,300,938		971,309
Andean	1,870,780		1,608,406
Rest of World	250,662		231,421
Online & Partnerships	1,245,058		1,308,854
Corporate and Discontinued Operations	1,235,289		1,638,255
Total assets	$	7,091,788	$	6,769,636

Note 8. Goodwill

The change in the net carrying amount of Goodwill from December 31, 2018 through June 30, 2019 was composed of the following items:



	Brazil		Mexico		Andean		Rest of World			Online & Partnerships		Total
Balance at December 31, 2018	$	406,452	$	498,219	$	254,259	$	87,419		$	460,740	$	1,707,089
Acquisitions	1,337		—		—		—			—		1,337
Dispositions	—		—		—		—			—		—
Impairments	—		—		—		—			—		—
Currency translation adjustments	5,747		19,172		5,078		(968		)	—		29,029
Adjustments to prior acquisitions	—		—		—		—			—		—
Balance at June 30, 2019	$	413,536	$	517,391	$	259,337	$	86,451		$	460,740	$	1,737,455

In March 2019, the Company's indirect, wholly owned subsidiary, UAM Brazil, acquired a company in Brazil that, prior to the acquisition, was a vendor providing distance-learning and marketing services to the Company's Brazil operations. The total purchase price was BRL 5,039 ($1,337 at the date of purchase), which was recorded as Goodwill given the immaterial nature of the acquisition. The acquiree is being merged into UAM Brazil.

Note 9. Debt

Outstanding long-term debt was as follows:



	June 30, 2019		December 31, 2018
Senior long-term debt:
Senior Secured Credit Facility (stated maturity dates of April 2022 as of June 30, 2019 and April 2022 and April 2024 as of December 31, 2018), net of discount	$	14,500	$	1,321,629
Senior Notes (stated maturity date May 2025)	800,000		800,000
Total senior long-term debt	814,500		2,121,629
Other debt:
Lines of credit	29,314		37,899
Notes payable and other debt	502,543		504,522
Total senior and other debt	1,346,357		2,664,050
Finance lease obligations and sale-leaseback financings	83,110		119,642
Total long-term debt and finance leases	1,429,467		2,783,692
Less: total unamortized deferred financing costs	71,198		88,241
Less: current portion of long-term debt and finance leases	136,127		101,866
Long-term debt and finance leases, less current portion	$	1,222,142	$	2,593,585

Estimated Fair Value of Debt

The estimated fair value of our debt was determined using observable market prices, as the majority of our securities, including the Senior Secured Credit Facility and the Senior Notes due 2025, are traded in a brokered market. The fair value of our remaining debt instruments approximates carrying value based on their terms. As of June 30, 2019 and December 31, 2018, our long-term debt was classified as Level 2 within the fair value hierarchy, based on the frequency and volume of trading in the brokered market. The estimated fair value of our debt was as follows:



	June 30, 2019				December 31, 2018
	Carrying amount		Estimated fair value		Carrying amount		Estimated fair value
Total senior and other debt	$	1,346,357	$	1,415,357	$	2,664,050	$	2,677,024

Loss on Debt Extinguishment

As discussed in Note 5, Dispositions, the Company completed the sale of St. Augustine on February 1, 2019 and used approximately $340,000 of the total $346,400 of net proceeds to repay a portion of the 2024 Term Loan under its Senior Secured Credit Facility, with the remaining proceeds utilized to repay borrowings outstanding for the revolver under its Senior Secured Credit Facility. In addition, during the first quarter of 2019, the Company elected to repay approximately $35,000 of the approximately $51,700 principal balance outstanding for certain notes payable at a real estate subsidiary in Chile.

During the second quarter of 2019, the Company fully repaid the remaining balance outstanding under its 2024 Term Loan, using the proceeds received from the sales of its operations in India, Spain and Portugal, as discussed in Note 5, Dispositions. The remaining proceeds were used to repay borrowings outstanding for the revolver under its Senior Secured Credit Facility.

In connection with these debt repayments, the Company recorded a Loss on debt extinguishment of $15,595 and $26,217 for the three and six months ended June 30, 2019, respectively, related to the write off of a pro-rata portion of the unamortized deferred financing costs associated with the repaid debt balances, as well as the debt discount associated with the 2024 Term Loan.

Certain Covenants

As of June 30, 2019, our senior long-term debt contained certain negative covenants including, among others: (1) limitations on additional indebtedness; (2) limitations on dividends; (3) limitations on asset sales, including the sale of ownership interests in subsidiaries and sale-leaseback transactions; and (4) limitations on liens, guarantees, loans or investments. The Second Amended and Restated 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 Second Amended and Restated Credit Agreement, to exceed 3.50x as of the last day of each quarter ending June 30, 2018 and thereafter. However, the agreement also provides that if (i) the Company’s Consolidated Total Debt to Consolidated EBITDA ratio, as defined in the Second Amended and Restated Credit Agreement, is not greater than 4.75x 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 June 30, 2019, these conditions were satisfied and, therefore, we were not subject to the leverage ratio covenant. In addition, notes payable at some of our locations contain financial maintenance covenants.

Note 10. Leases

Laureate conducts a significant portion of its operations at leased facilities. These facilities include our corporate headquarters, other office locations, and many of Laureate's higher education facilities. Laureate analyzes each lease agreement to determine whether it should be classified as a finance lease or an operating lease. As a result of adopting ASC Topic 842, we recorded on our balance sheet significant asset and liability balances associated with the operating leases, as described further below.

Operating Leases

Our operating lease agreements are primarily for real estate space and are included within operating lease ROU assets and operating lease liabilities on the Consolidated Balance Sheets. The terms of our operating leases vary and generally contain renewal options. Certain of these operating leases provide for increasing rent over the term of the lease. Laureate also leases certain equipment under noncancellable operating leases, which are typically for terms of 60 months or less.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Our variable lease payments consist of non-lease services related to the lease. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Many of our lessee agreements include options to extend the lease, which we do not include in our minimum lease terms unless they are reasonably certain to be exercised. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term. On occasion, Laureate has entered into sublease agreements for certain leased office space; however, the sublease income from these agreements is immaterial.

Supplemental balance sheet information related to leases was as follows:



Leases	Classification	June 30, 2019
Assets:
Operating	Operating lease right-of-use assets, net	$	937,884
Finance	Buildings, Furniture, equipment and software, net	35,128
Total leased assets		$	973,012

Liabilities:
Current
Operating	Current portion of operating leases	$	95,697
Finance	Current portion of long-term debt and finance leases	3,805
Non-current
Operating	Long-term operating leases, less current portion	862,369
Finance	Long-term debt and finance leases, less current portion	34,252
Total lease liabilities		$	996,123



Lease Term and Discount Rate	June 30, 2019
Weighted average remaining lease terms
Operating leases	9.5 years
Finance leases	10.5 years

Weighted average discount rate
Operating leases	9.50	%
Finance leases	9.20	%

The components of lease cost were as follows:



Lease Cost	Classification	For the three months ended June 30, 2019			For the six months ended June 30, 2019
Operating lease cost	Direct costs	$	44,798		$	90,514
Finance lease cost
Amortization of leased assets	Direct costs	1,492			2,638
Interest on leased assets	Interest expense	856			1,477
Short-term lease costs	Direct costs	1,313			1,990
Variable lease costs	Direct costs	2,725			6,573
Sublease income	Revenues	(1,252		)	(2,211		)
Total lease cost		$	49,932		$	100,981

As of June 30, 2019, maturities of lease liabilities were as follows:



Maturity of Lease Liability	Operating Leases			Finance Leases
Year 1	$	178,746		$	6,999
Year 2	170,477			6,291
Year 3	159,700			5,839
Year 4	150,842			5,740
Year 5	141,027			4,430
Thereafter	632,804			30,151
Total lease payments	$	1,433,596		$	59,450
Less: interest and inflation	(475,530		)	(21,393		)
Present value of lease liabilities	$	958,066		$	38,057

Supplemental cash flow information related to leases was as follows for the six months ended June 30, 2019:



Other Information
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	94,909
Operating cash flows from finance leases	1,477
Financing cash flows from finance leases	1,886
Leased assets obtained for new finance lease liabilities	14,499
Leased assets obtained for new operating lease liabilities	12,252

As disclosed in our 2018 Form 10-K, future minimum lease payments at December 31, 2018, prior to the adoption of ASC Topic 842, by year and in the aggregate, under all noncancellable operating leases were as follows:



	Lease Payments
2019	$	151,795
2020	142,995
2021	135,426
2022	128,441
2023	119,955
Thereafter	482,220
Total	$	1,160,832

Note 11. Commitments and Contingencies

Noncontrolling Interest Holder Put Arrangements

The following section provides a summary table and description of our noncontrolling interest holder put arrangements, which relate to Discontinued Operations, that Laureate had outstanding as of June 30, 2019. Laureate has elected to accrete changes in the arrangements’ redemption values over the period from the date of issuance to the earliest redemption date. The redeemable noncontrolling interests are recorded at the greater of the accreted redemption value or the traditional noncontrolling interest. Until the first exercise date, the put instruments’ reported values may be lower than the final amounts that will be required to settle the minority put arrangements. As of June 30, 2019, the carrying value of all noncontrolling interest holder put arrangements was $10,779.

If the minority put arrangements were all exercised at June 30, 2019, Laureate would be obligated to pay the noncontrolling interest holders an estimated amount of $10,779, as summarized in the following table:



	Nominal Currency	First Exercisable Date	Estimated Value as of June 30, 2019 redeemable within 12-months:		Reported Value
Noncontrolling interest holder put arrangements
INTI Education Holdings Sdn Bhd (Inti Holdings) - 10.10%	MYR	Current	$	10,779	$	10,779
Total noncontrolling interest holder put arrangements			10,779		10,779
Puttable common stock - not currently redeemable	USD	*	—		1,714
Total redeemable noncontrolling interests and equity			$	10,779	$	12,493

* Contingently redeemable

MYR: Malaysian Ringgit

Laureate’s noncontrolling interest put arrangements are specified in agreements with each noncontrolling interest holder. The terms of these agreements determine the measurement of the redemption value of the put options based on a non-GAAP measure of earnings before interest, taxes, depreciation and amortization (EBITDA, or recurring EBITDA), the definition of which varies for each particular contract.

Commitments and contingencies are generally denominated in foreign currencies.

Other Loss Contingencies

Laureate is subject to legal actions arising in the ordinary course of its business. In management's opinion, we have adequate legal defenses, insurance coverage and/or accrued liabilities with respect to the eventuality of such actions. We do not believe that any settlement would have a material impact on our Consolidated Financial Statements.

Contingent Liabilities for Taxes

As of June 30, 2019 and December 31, 2018, Laureate has recorded cumulative liabilities totaling $53,603 and $52,880, respectively, for taxes other-than-income tax, principally payroll-tax-related uncertainties recorded at the time of an acquisition, of which $3,250 and $4,999, respectively, were classified as held for sale. The changes in this recorded liability are related to acquisitions, interest and penalty accruals, changes in tax laws, expirations of statutes of limitations, settlements and changes in foreign currency exchange rates. The terms of the statutes of limitations on these contingencies vary but can be up to 10 years. These liabilities were included in current and long-term liabilities on the Consolidated Balance Sheets. Changes in the recorded values of non-income tax contingencies impact operating income and interest expense, while changes in the related indemnification assets impact only operating income. The total (decrease) increase to operating income for adjustments to non-income tax contingencies and indemnification assets was $(4,609) and $928, respectively, for the six months ended June 30, 2019 and 2018.

In addition, as of June 30, 2019 and December 31, 2018, Laureate has recorded cumulative liabilities for income tax contingencies of $54,823 and $64,157, respectively, of which $4,031 and $11,208, respectively, were classified as held for sale. As of June 30, 2019 and December 31, 2018, indemnification assets primarily related to acquisition contingencies were $79,952 and $82,061, respectively, of which $0 and $476, respectively, were classified as held for sale. These indemnification assets primarily cover contingencies for income taxes and taxes other-than-income taxes. We have also recorded receivables of approximately $19,900 and $19,000 as of June 30, 2019 and December 31, 2018, respectively, from the former owner of one of our Brazil institutions which is guaranteed by future rental payments to the former owner.

In addition, we have identified certain contingencies, primarily tax-related, that we have assessed as being reasonably possible of loss, but not probable of loss, and could have an adverse effect on the Company’s results of operations if the outcomes are unfavorable. In most cases, Laureate has received indemnifications from the former owners and/or noncontrolling interest holders of the acquired businesses for contingencies, and therefore, we do not believe we will sustain an economic loss even if we are required to pay these additional amounts. In cases where we are not indemnified, the unrecorded contingencies are not individually material and are primarily in Brazil. In the aggregate, we estimate that the reasonably possible loss for these unrecorded contingencies in Brazil could be up to approximately $43,000 if the outcomes were unfavorable in all cases.

Other Loss Contingencies

Laureate has accrued liabilities for certain civil actions against our institutions, a portion of which existed prior to our acquisition of these entities. Laureate intends to vigorously defend against these matters. As of June 30, 2019 and December 31, 2018, approximately $34,000 and $29,000, respectively, of loss contingencies were included in Other long-term liabilities and Other current liabilities on the Consolidated Balance Sheets. In addition, as of June 30, 2019 and December 31, 2018, $3,100 and $18,000, respectively, of loss contingencies for Discontinued Operations were classified as liabilities held for sale. The decrease is primarily related to the reversal of loss contingencies recorded in 2018 in connection with the sale of LEILY in China, as discussed in Note 5, Dispositions. During the first quarter of 2019, loss contingencies were reversed following the settlement of a legal matter related to LEILY with no cost to the Company, resulting in additional gain on sale.

Material Guarantees – Student Financing

The accredited Chilean institutions in the Laureate network also participate in a government-sponsored student financing program known as Crédito con Aval del Estado (the CAE Program). The CAE Program was formally implemented by the Chilean government in 2006 to promote higher education in Chile for lower socio-economic level students in good academic standing. The CAE Program involves tuition financing and guarantees that are provided by our institutions and the government. As part of the CAE Program, these institutions provide guarantees which result in contingent liabilities to third-party financing institutions, beginning at 90% of the tuition loans made directly to qualified students enrolled through the CAE Program and declining to 60% over time. The guarantees by these institutions are in effect during the period in which the student is enrolled, and the guarantees are assumed entirely by the government upon the student’s graduation. When a student leaves one of Laureate's institutions and enrolls in another CAE-qualified institution, the Laureate institution will remain guarantor of the tuition loans that have been granted up to the date of transfer, and until the student's graduation from a CAE-qualified institution. The maximum potential amount of payments our institutions could be required to make under the CAE Program was approximately $516,000 and $499,000 at June 30, 2019 and December 31, 2018, respectively. This maximum potential amount assumes that all students in the CAE Program do not graduate, so that our guarantee would not be assigned to the government, and that all students default on the full amount of the CAE-qualified loan balances. As of June 30, 2019 and December 31, 2018, we recorded $37,743 and $28,254, respectively, as estimated long-term guarantee liabilities for these obligations.

Material Guarantees – Other

In conjunction with the purchase of Universidade Potiguar in Brazil (UNP), Laureate pledged all of the acquired shares as a guarantee of our payments of rents as they become due. In the event that we default on any payment, the pledge agreement provides for a forfeiture of the relevant pledged shares. In the event of forfeiture, Laureate may be required to transfer the books and management of UNP to the former owners.

Laureate acquired the remaining 49% ownership interest in UAM Brazil in April 2013. As part of the agreement to purchase the 49% ownership interest, Laureate pledged 49% of its total shares in UAM Brazil as a guarantee of our payment obligations under the purchase agreement. In the event that we default on any payment, the agreement provides for a forfeiture of the pledged shares.

In connection with the purchase of FMU Education Group on September 12, 2014, Laureate pledged its acquired shares to third-party lenders as a guarantee of our payment obligations under the loans that financed a portion of the purchase price. The shares are pledged until full repayment of the loans, which mature in April 2021.

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.

Standby Letters of Credit, Surety Bonds and Other Commitments

As of June 30, 2019 and December 31, 2018, Laureate's outstanding letters of credit (LOCs) and surety bonds primarily consisted of the items discussed below.

As of June 30, 2019 and December 31, 2018, we had approximately $127,000 and $139,000, respectively, posted as LOCs in favor of the DOE. These LOCs were required to allow Walden, NSAD and, in 2018, St. Augustine to continue participating in the DOE Title IV program. These LOCs are recorded on Walden and a corporate entity and are fully collateralized with cash equivalents and certificates of deposit, which are classified as Restricted cash on our June 30, 2019 and December 31, 2018 Consolidated Balance Sheets.

As of June 30, 2019 and December 31, 2018, we had approximately $5,700 posted as cash collateral for LOCs related to the Spanish tax audits, which was recorded in Continuing Operations and classified as Restricted cash on our June 30, 2019 and December 31, 2018 Consolidated Balance Sheets. The cash collateral is related to the final assessment issued by the Spanish Taxing Authority (STA) in October 2018 for the 2011 to 2013 tax audit period.

As part of our normal operations, our insurers issue surety bonds on our behalf, as required by various state education authorities in the United States. We are obligated to reimburse our insurers for any payments made by the insurers under the surety bonds. As of June 30, 2019 and December 31, 2018, the total face amount of these surety bonds was $22,503 and $22,204, respectively. These bonds are fully collateralized with cash, which was classified as Restricted cash on our June 30, 2019 and December 31, 2018 Consolidated Balance Sheets.

In November 2016, in order to continue participating in Prouni, a federal program that offers tax benefits designed to increase higher education participation rates in Brazil, UAM Brazil posted a guarantee in the amount of $15,300. In connection with the issuance of the guarantee, UAM Brazil obtained a non-collateralized surety bond from a third party in order to secure the guarantee. The cost of the surety bond was $1,400, of which half was reimbursed by the former owner of UAM Brazil, and is being amortized over the five-year term. The Company believes that this matter will not have a material impact on our Consolidated Financial Statements.

Note 12. Financing Receivables

Laureate’s financing receivables consist primarily of trade receivables related to student tuition financing programs with an initial term in excess of one year. We have offered long-term financing through the execution of note receivable agreements with students at some of our institutions. Our disclosures include financing receivables that are classified in our Consolidated Balance Sheets as both current and long-term, reported in accordance with ASC 310, “Receivables.”

Laureate’s financing receivables balances were as follows:



	June 30, 2019			December 31, 2018
Financing receivables	$	36,217		$	16,531
Allowance for doubtful accounts	(6,371		)	(6,395		)
Financing receivables, net of allowances	$	29,846		$	10,136

We do not purchase financing receivables in the ordinary course of our business. We may sell certain receivables that are significantly past due. No material amounts of financing receivables were sold during the periods reported herein.

Delinquency is the primary indicator of credit quality for our financing receivables. Receivable balances are considered delinquent when contractual payments on the loan become past due. Delinquent financing receivables are placed on non-accrual status for interest income. The accrual of interest is resumed when the financing receivable becomes contractually current and when collection of all remaining amounts due is reasonably assured. We record an Allowance for doubtful accounts to reduce our financing receivables to their net realizable value. The Allowance for doubtful accounts is based on the age of the receivables, the status of past-due amounts, historical collection trends, current economic conditions, and student enrollment status. Each of our institutions evaluates its balances for potential impairment. We consider impaired loans to be those that are past due one year or greater, and those that are modified as a troubled debt restructuring (TDR). The aging of financing receivables grouped by country portfolio was as follows:



	Chile		Other		Total
As of June 30, 2019
Amounts past due less than one year	$	9,881	$	1,086	$	10,967
Amounts past due one year or greater	3,143		140		3,283
Total past due (on non-accrual status)	13,024		1,226		14,250
Not past due	20,588		1,379		21,967
Total financing receivables	$	33,612	$	2,605	$	36,217

As of December 31, 2018
Amounts past due less than one year	$	7,618	$	644	$	8,262
Amounts past due one year or greater	2,879		192		3,071
Total past due (on non-accrual status)	10,497		836		11,333
Not past due	4,980		218		5,198
Total financing receivables	$	15,477	$	1,054	$	16,531

The following is a rollforward of the Allowance for doubtful accounts related to financing receivables for the six months ended June 30, 2019 and 2018, grouped by country portfolio:



	Chile			Other			Total
Balance at December 31, 2018	$	(6,108	)	$	(287	)	$	(6,395	)
Charge-offs	1,071			495			1,566
Recoveries	—			—			—
Reclassifications	—			—			—
Provision	(731		)	(675		)	(1,406		)
Currency adjustments	(129		)	(7		)	(136		)
Balance at June 30, 2019	$	(5,897	)	$	(474	)	$	(6,371	)

Balance at December 31, 2017	$	(6,107	)	$	(365	)	$	(6,472	)
Charge-offs	944			—			944
Recoveries	—			—			—
Reclassifications	—			—			—
Provision	(745		)	68			(677		)
Currency adjustments	162			2			164
Balance at June 30, 2018	$	(5,746	)	$	(295	)	$	(6,041	)

Restructured Receivables

A TDR is a financing receivable in which the borrower is experiencing financial difficulty and Laureate has granted an economic concession to the student debtor that we would not otherwise consider. When we modify financing receivables in a TDR, Laureate typically offers the student debtor an extension of the loan maturity and/or a reduction in the accrued interest balance. In certain situations, we may offer to restructure a financing receivable in a manner that ultimately results in the forgiveness of contractually specified principal balances. Our only TDRs are in Chile.

The number of financing receivable accounts and the pre- and post-modification account balances modified under the terms of a TDR during the six months ended June 30, 2019 and 2018 were as follows:



	Number of Financing Receivable Accounts	Pre-Modification Balance Outstanding		Post-Modification Balance Outstanding
2019	327	$	1,100	$	980
2018	326	$	1,092	$	1,036

The preceding table represents accounts modified under the terms of a TDR during the six months ended June 30, 2019, whereas the following table represents accounts modified as a TDR between January 1, 2018 and June 30, 2019 that subsequently defaulted during the six months ended June 30, 2019:

The following table represents accounts modified as a TDR between January 1, 2017 and June 30, 2018 that subsequently defaulted during the six months ended June 30, 2018:

Note 13. Share-based Compensation

Share-based compensation expense was as follows:



	For the three months ended June 30,				For the six months ended June 30,
	2019		2018		2019		2018
Continuing operations
Stock options, net of estimated forfeitures	$	1,340	$	1,982	$	2,163	$	(5,265	)
Restricted stock awards	3,408		5,279		5,572		8,449
Total continuing operations	$	4,748	$	7,261	$	7,735	$	3,184

Discontinued operations
Share-based compensation expense for discontinued operations	106		427		269		747
Total continuing and discontinued operations	$	4,854	$	7,688	$	8,004	$	3,931

The negative stock options expense for the six months ended June 30, 2018 relates to the correction of an immaterial error.

Note 14. Stockholders' Equity

The components of net changes in stockholders' equity for the fiscal quarters of 2019 are as follows:



	Laureate Education, Inc. Stockholders
	Class A Common Stock			Class B Common Stock					Additional paid-in capital			(Accumulated deficit) retained earnings			Accumulated other comprehensive (loss) income			Non-controlling interests			Total stockholders' equity
	Shares	Amount		Shares		Amount
Balance at December 31, 2018	107,450	$	430	116,865		$	467		$	3,703,796		$	(530,919	)	$	(1,112,695	)	$	(10,133	)	$	2,050,946
Adoption of accounting standards	—	—		—		—			—			28,944			—			—			28,944
Balance at January 1, 2019	107,450	430		116,865		467			3,703,796			(501,975		)	(1,112,695		)	(10,133		)	2,079,890
Non-cash stock compensation	—	—		—		—			3,149			—			—			—			3,149
Conversion of Class B shares to Class A shares	8	—		(8	)	—			—			—			—			—			—
Vesting of restricted stock, net of shares withheld to satisfy tax withholding	325	1		—		—			(1,421		)	—			—			—			(1,420		)
Distributions to noncontrolling interest holders	—	—		—		—			—			—			—			(625		)	(625		)
Accretion of redeemable noncontrolling interests and equity	—	—		—		—			263			—			—			—			263
Reclassification of redeemable noncontrolling interests and equity	—	—		—		—			—			—			—			224			224
Net income	—	—		—		—			—			191,243			—			3,022			194,265
Foreign currency translation adjustment, net of tax of $0	—	—		—		—			—			—			49,521			30			49,551
Unrealized gain on derivatives, net of tax of $0	—	—		—		—			—			—			2,609			—			2,609
Balance at March 31, 2019	107,783	$	431	116,857		$	467		$	3,705,787		$	(310,732	)	$	(1,060,565	)	$	(7,482	)	$	2,327,906
Non-cash stock compensation	—	—		—		—			4,854			—			—			—			4,854
Conversion of Class B shares to Class A shares	10,991	44		(10,991	)	(44		)	—			—			—			—			—
Exercise of stock options and vesting of restricted stock, net of shares withheld to satisfy tax withholding	32	—		—		—			170			—			—			—			170
Distributions to noncontrolling interest holders	—	—		—		—			—			—			—			(731		)	(731		)
Change in noncontrolling interests	—	—		—		—			(3,700		)	—			—			—			(3,700		)
Accretion of redeemable noncontrolling interests and equity	—	—		—		—			194			—			—			—			194
Reclassification of redeemable noncontrolling interests and equity	—	—		—		—			—			—			—			(855		)	(855		)
Net income	—	—		—		—			—			781,592			—			(1,976		)	779,616
Foreign currency translation adjustment, net of tax of $0	—	—		—		—			—			—			10,275			(87		)	10,188
Unrealized loss on derivatives, net of tax of $0	—	—		—		—			—			—			(10,559		)	—			(10,559		)
Balance at June 30, 2019	118,806	$	475	105,866		$	423		$	3,707,305		$	470,860		$	(1,060,849	)	$	(11,131	)	$	3,107,083

As described in Note 2, Significant Accounting Policies, the change in beginning retained earnings resulting from the adoption of accounting standards represents the cumulative impact of adopting ASU 2016-02.

The components of net changes in stockholders' equity for the fiscal quarters of 2018 are as follows:



	Laureate Education, Inc. Stockholders
	Class A Common Stock			Class B Common Stock				Additional paid-in capital			(Accumulated deficit) retained earnings			Accumulated other comprehensive (loss) income			Non-controlling interests			Total stockholders' equity
	Shares	Amount		Shares		Amount
Balance at December 31, 2017	55,052	$	220	132,443		$	530	$	3,446,206		$	(946,236	)	$	(925,556	)	$	12,118		$	1,587,282
Adoption of accounting standards	—	—		—		—		—			5,074			—			—			5,074
Balance at January 1, 2018	55,052	220		132,443		530		3,446,206			(941,162		)	(925,556		)	12,118			1,592,356
Non-cash stock compensation	—	—		—		—		(3,756		)	—			—			—			(3,756		)
Conversion of Class B shares to Class A shares	59	—		(59	)	—		—			—			—			—			—
Vesting of restricted stock, net of shares withheld to satisfy tax withholding	145	1		59		—		(804		)	—			—			—			(803		)
Distributions from noncontrolling interest holders	—	—		—		—		—			—			—			581			581
Change in noncontrolling interests	—	—		—		—		(468		)	—			—			(20,575		)	(21,043		)
Accretion of redeemable noncontrolling interests and equity	—	—		—		—		(76		)	—			—			—			(76		)
Accretion of Series A Convertible Redeemable Preferred Stock	—	—		—		—		(57,324		)	—			—			—			(57,324		)
Reclassification of redeemable noncontrolling interests and equity	—	—		—		—		—			—			—			38			38
Net income	—	—		—		—		—			168,879			—			2,666			171,545
Foreign currency translation adjustment, net of tax of $0	—	—		—		—		—			—			83,648			(279		)	83,369
Unrealized gain on derivatives, net of tax of $0	—	—		—		—		—			—			2,210			—			2,210
Minimum pension liability adjustment, net of tax of $0	—	—		—		—		—			—			376			—			376
Balance at March 31, 2018	55,256	$	221	132,443		$	530	$	3,383,778		$	(772,283	)	$	(839,322	)	$	(5,451	)	$	1,767,473
Non-cash stock compensation	—	—		—		—		7,687			—			—			—			7,687
Conversion of Class B shares to Class A shares	27	—		(27	)	—		—			—			—			—			—
Vesting of restricted stock, net of shares withheld to satisfy tax withholding	188	1		—		—		(942		)	—			—			—			(941		)
Distributions to noncontrolling interest holders	—	—		—		—		—			—			—			(1,473		)	(1,473		)
Change in noncontrolling interests	—	—		—		—		—			—			—			(2,730		)	(2,730		)
Accretion of redeemable noncontrolling interests and equity	—	—		—		—		882			—			—			—			882
Accretion of Series A Preferred Stock	—	—		—		—		(4,650		)	—			—			—			(4,650		)
Gain upon conversion of Series A Preferred Stock	—	—		—		—		74,110			—			—			—			74,110
Reclassification of Series A Preferred Stock upon conversion	36,143	144		—		—		237,957			—			—			—			238,101
Other	—	—		—		—		—			(744		)	—			—			(744		)
Reclassification of redeemable noncontrolling interests and equity	—	—		—		—		—			—			—			(19		)	(19		)
Net income	—	—		—		—		—			224,412			—			(456		)	223,956
Foreign currency translation adjustment, net of tax of $0	—	—		—		—		—			—			(197,143		)	471			(196,672		)
Unrealized gain on derivatives, net of tax of $0	—	—		—		—		—			—			10,126			—			10,126
Balance at June 30, 2018	91,614	$	366	132,416		$	530	$	3,698,822		$	(548,615	)	$	(1,026,339	)	$	(9,658	)	$	2,115,106

Accumulated Other Comprehensive 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 gains on derivatives designated as cash flow hedges, and the accumulated net gains or losses that are not recognized as components of net periodic benefit cost for our minimum pension liability. The change in AOCI includes the removal of the cumulative translation adjustment related to subsidiaries that were sold during the period. The components of these balances were as follows:



	June 30, 2019								December 31, 2018
	Laureate Education, Inc.			Noncontrolling Interests		Total			Laureate Education, Inc.			Noncontrolling Interests		Total
Foreign currency translation loss	$	(1,067,923	)	$	402	$	(1,067,521	)	$	(1,127,719	)	$	459	$	(1,127,260	)
Unrealized gain on derivatives	10,416			—		10,416			18,366			—		18,366
Minimum pension liability adjustment	(3,342		)	—		(3,342		)	(3,342		)	—		(3,342		)
Accumulated other comprehensive loss	$	(1,060,849	)	$	402	$	(1,060,447	)	$	(1,112,695	)	$	459	$	(1,112,236	)

Secondary Offering

In June 2019, Wengen Alberta, Limited Partnership, our controlling stockholder, converted owned shares of the Company's Class B common stock into an equal number of shares of the Company's Class A common stock and sold a total of 10,955 shares of Class A common stock in a secondary offering at a price of $15.3032 per share. Wengen received all of the net proceeds from this offering and no shares of Class A common stock were sold by the Company.

Note 15. Derivative Instruments

In the normal course of business, our operations are exposed to fluctuations in foreign currency values and interest rate changes. We may seek to control a portion of these risks through a risk management program that includes the use of derivative instruments.

The interest and principal payments for Laureate’s senior long-term debt arrangements are to be paid primarily in USD. Our ability to make debt payments is subject to fluctuations in the value of the USD against foreign currencies, since a majority of our operating cash used to make these payments is generated by subsidiaries with functional currencies other than USD. As part of our overall risk management policies, Laureate has at times entered into foreign currency swap contracts and floating-to-fixed interest rate swap contracts. In addition, we occasionally enter into foreign exchange forward contracts to reduce the impact of other non-functional currency-denominated receivables and payables. We do not enter into speculative or leveraged transactions, nor do we hold or issue derivatives for trading purposes.

Laureate reports all derivatives at fair value. These contracts are recognized as either assets or liabilities, depending upon the derivative’s fair value. Gains or losses associated with the change in the fair value of these swaps are recognized in our Consolidated Statements of Operations on a current basis over the term of the contracts, unless designated and effective as a hedge. For swaps that are designated and effective as cash flow hedges, gains or losses associated with the change in fair value of the swaps are recognized in our Consolidated Balance Sheets as a component of AOCI and amortized into earnings as a component of Interest expense over the term of the related hedged items. 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.

As of June 30, 2019, we held no derivatives. The reported fair values of our derivatives, which are classified in Derivative instruments on our Consolidated Balance Sheets, were as follows:



	June 30, 2019		December 31, 2018
Derivatives designated as hedging instruments:
Long-term assets:
Net investment cross currency swaps	$	—	$	3,259
Derivatives not designated as hedging instruments:
Current liabilities:
Cross currency swaps	—		4,021
Long-term liabilities:
Cross currency and interest rate swaps	—		6,656
Total derivative instrument assets	$	—	$	3,259
Total derivative instrument liabilities	$	—	$	10,677

Derivatives Designated as Hedging Instruments

Cash Flow Hedge - 2024 Term Loan Interest Rate Swaps

In May 2017, Laureate entered into, and designated as cash flow hedges, four pay-fixed, receive-floating amortizing interest rate swaps with notional amounts of $100,000, $100,000, $200,000 and $300,000, respectively. These notional amounts matched the corresponding principal of the 2024 Term Loan borrowings of which these swaps were effectively hedging the interest payments. As such, the notional values amortized annually based on the terms of the agreements to match the principal borrowings as they were repaid. These swaps effectively fixed the floating interest rate on the term loan to reduce exposure to variability in cash flows attributable to changes in the USD-LIBOR-BBA swap rate. All four swaps were fully settled on August 21, 2018, prior to their May 31, 2022 maturity date, with the remaining AOCI to be ratably reclassified into income through Interest expense over the remaining maturity period of the 2024 Term Loans. The cash received at settlement from the swap counterparties was $14,117. During the quarter ended June 30, 2019, the Company accelerated the reclassification of amounts in AOCI to earnings as a result of the hedged forecasted transactions becoming probable not to occur, due to the full repayment of the 2024 Term Loan in June 2019 using proceeds from the sale of our institutions in Portugal and Spain. The accelerated amounts were a gain of approximately $9,800 and were recorded as a decrease to Interest expense. Prior to settlement of the swaps, they were determined to be 100% effective; therefore, the amount of gain or loss recognized in income on the ineffective portion was $0.

Net Investment Hedge - Cross Currency Swaps

In December 2017, Laureate entered into two EUR-USD cross currency swaps (net investment hedges) to hedge the foreign currency exchange volatility on operations of our Euro functional currency subsidiaries and better match our cash flows with the currencies in which our debt obligations are denominated. Both swaps had an effective date of December 22, 2017 and a maturity date of November 2, 2020, and were designated at inception as effective net investment hedges. In April 2019, the Company terminated both EUR-USD cross currency swaps for a net settlement received of $7,679, which is included in Settlement of derivatives related to sale of discontinued operations and net investment hedge on our Consolidated Statement of Cash Flows. The terms of the swaps specified that at maturity on the first swap, Laureate would deliver the notional amount of EUR 50,000 and receive USD $59,210 at an implied exchange rate of 1.1842 and at maturity on the second swap, Laureate would deliver the notional amount of EUR 50,000 and receive USD $59,360 at an implied exchange rate of 1.1872. Semiannually until maturity, Laureate was obligated to pay 5.63% and receive 8.25% on EUR 50,000 and USD $59,210, respectively, on the first swap and pay 5.6675% and receive 8.25% on EUR 50,000 and USD $59,360, respectively, on the second swap. The swaps were determined to be 100% effective; therefore, the amount of gain or loss recognized in income on the ineffective portion of derivative instruments designated as hedging instruments was $0. The accumulated gain recognized in AOCI will be deferred from earnings until the sale or liquidation of the hedged investee. As of December 31, 2018, these swaps had an estimated fair value of $3,259, which was recorded in Derivative Instruments as a long-term asset.

The table below shows the total recorded unrealized (loss) gain in Comprehensive income for the derivatives designated as hedging instruments. The impact of these derivative instruments on Comprehensive income, Interest expense and AOCI were as follows:

For the three months ended June 30:



	(Loss) Gain Recognized in Comprehensive Income (Effective Portion)					Income Statement Location	Gain Reclassified from AOCI to Income (Effective Portion)				Total Consolidated Interest Expense
	2019			2018			2019		2018		2019			2018
Cash flow hedge
Interest rate swaps	$	(10,606	)	$	2,556	Interest expense	$	10,606	$	260
Net investment hedge
Cross currency swaps	47			7,570		N/A	—		—
Total	$	(10,559	)	$	10,126		$	10,606	$	260	$	(41,467	)	$	(60,110	)

For the six months ended June 30:



	(Loss) Gain Recognized in Comprehensive Income (Effective Portion)					Income Statement Location	Gain (Loss) Reclassified from AOCI to Income (Effective Portion)					Total Consolidated Interest Expense
	2019			2018			2019		2018			2019			2018
Cash flow hedge
Interest rate swaps	$	(11,818	)	$	9,244	Interest expense	$	11,818	$	(38	)
Net investment hedge
Cross currency swaps	3,868			3,092		N/A	—		—
Total	$	(7,950	)	$	12,336		$	11,818	$	(38	)	$	(96,122	)	$	(123,445	)

Derivatives Not Designated as Hedging Instruments

Derivatives related to Series A Preferred Stock Offering

In December 2016 and January 2017, the Company issued shares of convertible redeemable preferred stock (the Series A Preferred Stock) and identified several embedded derivatives related to certain contingent redemption features of the Series A Preferred Stock. These derivatives were not designated as hedges for accounting purposes thus the changes in estimated fair value were recognized as a component of earnings. The Series A Preferred Stock was converted into Class A common stock on April 23, 2018. The estimated fair value of these derivatives at the conversion date was approximately $140,300; accordingly, the derivative assets were recorded at their estimated fair values through a corresponding gain on derivatives, a component of non-operating income. The increase in the fair value of the derivatives can be attributed to the use of the Monte Carlo Simulation Method to value the derivatives prior to the April 23, 2018 conversion date, when the probability of conversion increased to 100% and the valuation inputs became definitive. In connection with the conversion of the Series A Preferred Stock into Class A common stock, the carrying value of the derivative assets was reclassified into equity in April 2018.

EUR to USD Foreign Currency Swaps - Spain and Portugal

As disclosed in the 2018 Form 10-K, in December 2018, Laureate entered into two EUR to USD swap agreements in connection with the signing of the sale agreement for the subsidiaries in Spain and Portugal. The purpose of the swaps was to mitigate the risk of foreign currency exposure on the sale proceeds. The first swap was deal contingent, with the settlement date occurring on the second business day following the completion of the sale. On the settlement date, Laureate delivered the notional amount of EUR 275,000 and received USD $314,573 at a rate of exchange of 1.1439, which resulted in a realized gain of $5,088. The second swap was a put/call option with a maturity date of April 8, 2019, where Laureate could put the notional amount of EUR 275,000 and call the USD amount of $310,750 at an exchange rate of 1.13. Based on expected timing of the sale transaction, the swap was terminated on April 2, 2019, resulting in a payment to the counterparty of $980 that included a deferred premium payment net of proceeds received. The realized gain of $5,088 and the payment of $980 are included in Settlement of derivatives related to sale of discontinued operations and net investment hedge in the Consolidated Statement of Cash Flows. As of December 31, 2018, these swaps had an aggregate estimated fair value of $4,021, which was recorded in Derivative instruments as a current liability through a charge to unrealized loss on derivatives. These swaps were not designated as hedges for accounting purposes.

In addition to the swaps above, in order to continue to mitigate the risk of foreign currency exposure on the expected sale proceeds for Spain and Portugal in advance of the May 31, 2019 sale closing date, in April 2019, Laureate also entered into seven EUR to USD swap agreements with a combined notional amount of EUR 375,000. On the maturity date of May 15, 2019, Laureate paid the EUR notional amount and received a combined total of USD $423,003 at a rate of exchange of 1.128007, resulting in a gain of $1,644. In May 2019, Laureate entered into nine EUR to USD swap agreements with a combined notional amount of EUR 532,000. On the maturity date of June 4, 2019, Laureate paid the EUR notional amount and received a combined total of $597,149 at a rate of exchange of 1.122461, resulting in a realized loss of approximately $565. The realized gain of $1,644 and the realized loss of $565 are included in Settlement of derivatives related to sale of discontinued operations and net investment hedge on the Consolidated Statement of Cash Flows. These swaps were not designated as hedges for accounting purposes.

EUR to USD Foreign Currency Swaps - Cyprus and Italy

As disclosed in the 2018 Form 10-K, in December 2017, the Company entered into a total of six EUR to USD forward exchange swap agreements in connection with the sale of its institutions in Cyprus and Italy. The purpose of the swaps was to mitigate the risk of foreign currency exposure on the sale proceeds. The swaps had an aggregate notional amount of EUR 200,000 and matured on January 16, 2018, resulting in a total realized loss on derivatives of $9,960, which was included in Settlement of derivatives related to sale of discontinued operations and net investment hedge on the Consolidated Statement of Cash Flows for the six months ended June 30, 2018. The swaps were not designated as hedges for accounting purposes.

CLP to Unidad de Fomento (UF) Cross Currency and Interest Rate Swaps

The cross currency and interest rate swap agreements are intended to provide a better correlation between our debt obligations and operating currencies. In 2010, one of our subsidiaries in Chile entered into four cross currency and interest rate swap agreements with an aggregate notional amount of approximately $31,000, and convert CLP-denominated, floating-rate debt to fixed-rate UF-denominated debt. The UF is a Chilean inflation-adjusted unit of account. One of the swaps was scheduled to mature on December 1, 2024, and the remaining three were scheduled to mature on July 1, 2025 (the CLP to UF cross currency and interest rate swaps); however, during the first quarter 2019, the Company elected to settle all four swaps for a net cash payment of approximately USD $8,200. In addition, Chile also elected to repay a portion of the principal balance outstanding for certain notes payable, as discussed in Note 9, Debt. This payment is included in Payments for settlement of derivative contracts on the Consolidated Statement of Cash Flows. The CLP to UF cross currency and interest rate swaps were not designated as hedges for accounting purposes. As of December 31, 2018, these swaps had an estimated fair value of $6,656 which was recorded in Derivative instruments as a long-term liability.

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



	For the three months ended June 30,						For the six months ended June 30,
	2019			2018			2019		2018
Unrealized (Loss) Gain
Contingent redemption features - Series A Preferred Stock	$	—		$	(28,607	)	$	—	$	(42,140	)
Cross currency and interest rate swaps	(2,555		)	53			4,021		4,358
Interest rate swaps	—			48			—		103
	(2,555		)	(28,506		)	4,021		(37,679		)
Realized Gain (Loss)
Contingent redemption features - Series A Preferred Stock	—			140,319			—		140,319
Cross currency and interest rate swaps	5,187			(217		)	3,794		(10,384		)
	5,187			140,102			3,794		129,935
Total Gain (Loss)
Contingent redemption features - Series A Preferred Stock	—			111,712			—		98,179
Cross currency and interest rate swaps	2,632			(164		)	7,815		(6,026		)
Interest rate swaps	—			48			—		103
Gain on derivatives, net	$	2,632		$	111,596		$	7,815	$	92,256

Credit Risk and Credit-Risk-Related Contingent Features

Laureate’s derivatives expose us to credit risk to the extent that the counterparty may possibly fail to perform its contractual obligation. The amount of our credit risk exposure is equal to the fair value of the derivative when any of the derivatives are in a net gain position. As of December 31, 2018, the estimated fair value of derivatives in a gain position was $3,259.

Laureate has limited its credit risk by only entering into derivative transactions with highly rated major financial institutions. We have not entered into collateral agreements with our derivatives' counterparties. At June 30, 2019, we held no derivatives and thus had no credit risk.

Laureate's agreements with its derivative counterparties contain a provision under which we 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, 2018, we had not breached any default provisions and had not posted any collateral related to these agreements. If we had breached any of these provisions, we could have been required to settle the obligations under the derivative agreements for an amount that we believe would approximate their estimated fair value of $10,677 as of December 31, 2018.

Note 16. Income Taxes

Laureate uses the liability method to account for income taxes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. For interim purposes, we also apply ASC 740-270, ‘‘Income Taxes - Interim Reporting.’’

Laureate's income tax provisions for all periods consist of federal, state and foreign income taxes. The tax provisions for the six months ended June 30, 2019 and 2018 were based on estimated full-year effective tax rates, after giving effect to significant items related specifically to the interim periods, including the mix of income for the period between higher-taxed and lower-taxed jurisdictions. Laureate has operations in multiple countries at various statutory tax rates or which are tax-exempt entities, and other operations that are loss-making entities for which it is not more likely than not that a tax benefit will be realized on the loss.

Laureate records interest and penalties related to uncertain tax positions as a component of Income tax expense. During the six months ended June 30, 2019, Laureate recognized interest and penalties related to income taxes of $2,642. Laureate had $28,993 of accrued interest and penalties as of June 30, 2019. During the six months ended June 30, 2019, Laureate derecognized $8,482 of previously accrued interest and penalties. Approximately $25,848 of unrecognized tax benefits, if recognized, will affect the effective income tax rate. It is reasonably possible that Laureate’s unrecognized tax benefits may decrease within the next 12

months by up to approximately $13,449 as a result of the lapse of statutes of limitations and as a result of the final settlement and resolution of outstanding tax matters in various jurisdictions.

Note 17. Earnings (Loss) Per Share

We have two classes of common stock, Class A common stock and Class B common stock. Other than voting rights, the Class B common stock has the same rights as the Class A common stock and therefore both are treated as the same class of stock for purposes of the earnings per share calculation. Laureate computes basic earnings per share (EPS) by dividing income available to common shareholders by the weighted average number of common shares outstanding for the reporting period. Diluted EPS reflects the potential dilution that would occur if share-based compensation awards, contingently issuable shares, or convertible securities were exercised or converted into common stock. To calculate the diluted EPS, the basic weighted average number of shares is increased by the dilutive effect of stock options, restricted stock, restricted stock units, and contingently issuable shares determined using the treasury stock method, and convertible securities using the if-converted method.

The following tables summarize the computations of basic and diluted earnings per share:



For the three months ended June 30,	2019			2018
Numerator used in basic and diluted earnings per common share for continuing operations:
Income from continuing operations	$	104,500		$	173,881
Net loss attributable to noncontrolling interests	2,315			548
Income from continuing operations attributable to Laureate Education, Inc.	106,815			174,429

Accretion of redemption value of redeemable noncontrolling interests and equity	194			882
Adjusted for: accretion related to noncontrolling interests and equity redeemable at fair value	—			(556		)
Accretion of Series A Preferred Stock	—			(4,650		)
Gain upon conversion of Series A Preferred Stock	—			74,110
Subtotal: accretion of Series A Preferred Stock and other redeemable noncontrolling interests and equity	194			69,786
Net income from continuing operations available to common stockholders for basic earnings per share	107,009			244,215
Adjusted for: accretion of Series A Preferred Stock	—			4,650
Adjusted for: gain upon conversion of Series A Preferred Stock	—			(74,110		)
Net income from continuing operations available to common stockholders for diluted earnings per share	$	107,009		$	174,755

Numerator used in basic and diluted earnings per common share for discontinued operations:
Income from discontinued operations, net of tax	$	33,600		$	38,072
Gain on sales of discontinued operations, net of tax	641,516			12,003
Income attributable to noncontrolling interests	(339		)	(92		)
Net income from discontinued operations for basic and diluted earnings per share	$	674,777		$	49,983

Denominator used in basic and diluted earnings per common share:
Basic weighted average shares outstanding	224,658			214,864
Dilutive effect of Series A Preferred Stock	—			9,135
Dilutive effect of stock options	25			—
Dilutive effect of restricted stock units	263			355
Diluted weighted average shares outstanding	224,946			224,354

Basic earnings per share:
Income from continuing operations	$	0.48		$	1.14
Income from discontinued operations	3.00			0.23
Basic earnings per share	$	3.48		$	1.37
Diluted earnings per share:
Income from continuing operations	$	0.48		$	0.78
Income from discontinued operations	3.00			0.22
Diluted earnings per share	$	3.48		$	1.00



For the six months ended June 30,	2019			2018
Numerator used in basic and diluted earnings (loss) per common share for continuing operations:
(Loss) income from continuing operations	$	(5,814	)	$	8,246
Net income attributable to noncontrolling interests	(416		)	(1,111		)
(Loss) income from continuing operations attributable to Laureate Education, Inc.	(6,230		)	7,135

Accretion of redemption value of redeemable noncontrolling interests and equity	457			806
Adjusted for: accretion related to noncontrolling interests and equity redeemable at fair value	—			(559		)
Accretion of Series A Preferred Stock	—			(61,974		)
Gain upon conversion of Series A Preferred Stock	—			74,110
Subtotal: accretion of other redeemable noncontrolling interests and equity and Series A Preferred Stock, net	457			12,383
Net (loss) income available to common stockholders for basic earnings per share	$	(5,773	)	$	19,518
Adjusted for: accretion of Series A Preferred Stock	—			61,974
Adjusted for: gain upon conversion of Series A Preferred Stock	—			(74,110		)
Net (loss) income from continuing operations available to common stockholders for diluted earnings per share	$	(5,773	)	$	7,382

Numerator used in basic and diluted earnings per common share for discontinued operations:
Income from discontinued operations, net of tax	$	90,174		$	56,925
Gain on sale of discontinued operations, net of tax	889,521			330,330
Income attributable to noncontrolling interests	(630		)	(1,099		)
Net income from discontinued operations for basic and diluted earnings per share	$	979,065		$	386,156

Denominator used in basic and diluted earnings per common share:
Basic weighted average shares outstanding	224,656			201,494
Dilutive effect of Series A Preferred Stock	—			22,564
Dilutive effect of stock options	—			—
Dilutive effect of restricted stock units	—			416
Diluted weighted average shares outstanding	224,656			224,474

Basic earnings per share:
(Loss) income from continuing operations	$	(0.03	)	$	0.09
Income from discontinued operations	4.36			1.92
Basic earnings per share	$	4.33		$	2.01
Diluted earnings per share:
(Loss) income from continuing operations	$	(0.03	)	$	0.03
Income from discontinued operations	4.36			1.72
Diluted earnings per share	$	4.33		$	1.75

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:



	For the three months ended June 30,		For the six months ended June 30,
	2019	2018	2019	2018
Stock options	8,846	9,714	8,993	9,779
Restricted stock and RSUs	14	131	915	169

Note 18. Legal and Regulatory Matters

Laureate is subject to legal proceedings arising in the ordinary course of business. 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. In addition, 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. There have been no material changes to the laws and regulations affecting our higher education institutions that are described in our 2018 Form 10-K.

Note 19. Fair Value Measurement

Fair value is defined as the price that would be received to sell an asset or paid to settle a liability in an orderly transaction between market participants at the measurement date. Accounting standards utilize a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels, which are described below:


•	Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets;


•	Level 2 – Observable inputs other than quoted prices that are either directly or indirectly observable for the asset or liability;


•	Level 3 – Unobservable inputs that are supported by little or no market activity.

These levels are not necessarily an indication of the risk of liquidity associated with the financial assets or liabilities disclosed. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement, as required under ASC 820-10, ‘‘Fair Value Measurement.’’

Derivative instruments

Laureate uses derivative instruments as economic hedges for bank debt, foreign exchange fluctuations and interest rate risk. Their values are derived using valuation models commonly used for derivatives. These valuation models require a variety of inputs, including contractual terms, market prices, forward-price yield curves, notional quantities, measures of volatility and correlations of such inputs. Our valuation models also reflect measurements for credit risk. Laureate concluded that the fair values of our derivatives are based on unobservable inputs, or Level 3 assumptions. The significant unobservable input used in the fair value measurement of the Company's derivative instruments is our own credit risk. Holding other inputs constant, a significant increase (decrease) in our own credit risk would result in a significantly lower (higher) fair value measurement for the Company's derivative instruments.

Equity securities - preferred stock investment

In 2013, Laureate purchased approximately 1,020 shares (the Shares) of preferred stock of a private education company for $5,000. This equity security did not have a readily determinable fair value. As of June 30, 2019, Laureate has recorded its investment at an estimated fair value of $11,116 and recognized a non-operating gain of $6,116, based on interest expressed by an existing investor in this company to purchase the Shares. The investee also completed a round of financing during the second quarter of 2019 at a similar valuation. Laureate deems these observable transactions to be Level 2 inputs in the fair value hierarchy.

Laureate’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2019 were as follows:



	Total		Level 1		Level 2		Level 3
Assets
Derivative instruments	$	—	$	—	$	—	$	—
Equity securities - preferred stock investment	11,116		—		11,116		—
Liabilities
Derivative instruments	$	—	$	—	$	—	$	—

Laureate’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2018 were as follows:



	Total		Level 1		Level 2		Level 3
Assets
Derivative instruments	$	3,259	$	—	$	—	$	3,259
Liabilities
Derivative instruments	$	10,677	$	—	$	—	$	10,677

The changes in our Level 3 Derivative instruments measured at fair value on a recurring basis for the six months ended June 30, 2019 were as follows:



Balance at December 31, 2018	$	(7,418	)
Gain included in earnings:
Unrealized gains, net	4,021
Realized gains, net	3,794
Included in other comprehensive income	(7,950		)
Settlements	(4,634		)
Reclassification, currency translation adjustment and other	12,187
Balance at June 30, 2019	$	—

The following table presents quantitative information regarding the significant unobservable inputs and valuation techniques utilized in the fair value measurements of the Company's assets/(liabilities) classified as Level 2 and 3 as of June 30, 2019:



	Fair Value at June 30, 2019		Valuation Technique	Unobservable Input	Range/Input Value
Derivative instruments - cross currency swaps	$	—	Discounted Cash Flow	Credit Risk	3.62%
Equity securities - preferred stock investment	$	11,116	Market Approach	n/a	n/a

Note 20. Supplemental Cash Flow Information

Reconciliation of Cash and cash equivalents and Restricted cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets, as well as the June 30, 2018 balance. The June 30, 2019 and June 30, 2018 balances sum to the amounts shown in the Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2018:



	June 30, 2019		June 30, 2018		December 31, 2018
Cash and cash equivalents	$	236,412	$	249,871	$	388,490
Restricted cash	188,938		173,855		201,300
Total Cash and cash equivalents and Restricted cash shown in the Consolidated Statements of Cash Flows	$	425,350	$	423,726	$	589,790

Restricted cash includes cash equivalents held to collateralize standby letters of credit in favor of the DOE. In addition, Laureate may at times hold a United States deposit for a letter of credit in lieu of a surety bond, or otherwise have cash that is not immediately available for use in current operations. See also Note 11, Commitments and Contingencies.

Note 21. Subsequent Events

Agreement to Sell Universidad Interamericana de Panamá (UIP)

On July 9, 2019, Universidad U Latina, SRL and Education Holding Costa Rica EHCR, SRL, (the UIP Sellers), which are indirect wholly owned subsidiaries of the Company, entered into a sale and purchase agreement (the UIP Agreement) with Universal Knowledge Systems, Inc. and Global Education Services, Inc. (the UIP Buyers). Pursuant to the UIP Agreement, the UIP Buyers will purchase from the UIP Sellers 100% of the ownership interests of UIP, a higher education institution in Panama. Excelencia y Superacion S.A. (EXSUSA), an affiliate of the UIP Buyers, is also party to the UIP Agreement as a guarantor of the UIP Sellers’ obligations under the UIP Agreement. Also in connection with the UIP Agreement and as a condition to closing, the UIP Sellers agreed to cause Desarrollos Urbanos Educativos S. de R.L. (DUE), an indirect wholly owned subsidiary of the Company, to enter into a real estate purchase agreement (the DUE Real Estate Purchase Agreement) with the UIP Buyers for the sale of real estate owned by DUE, which serves as the campus of UIP.

The total expected enterprise value under the UIP Agreement and the DUE Real Estate Purchase Agreement is approximately $86,750. The transactions contemplated under the agreements are contingent on customary closing conditions including regulatory approvals, which may take several months.

Inti Education Holdings Sdn. Bhd. (Inti Holdings)

As previously reported, on December 11, 2017, Exeter Street Holdings Sdn. Bhd., a Malaysia corporation (Exeter Street), and Laureate Education Asia Limited, a Hong Kong corporation (Laureate Asia), both of which are indirect wholly owned subsidiaries of the Company, entered into a sale purchase agreement (as amended on January 17, 2019, the Inti Agreement) with Comprehensive Education Pte. Ltd., a Singapore corporation (Comprehensive, the purchaser) that is an affiliate of Affinity Equity Partners, a private equity firm based in Hong Kong. Pursuant to the Inti Agreement, Comprehensive agreed to purchase from Exeter Street all of the issued and outstanding shares in the capital of Inti Holdings, and Laureate Asia agreed to guarantee certain obligations of Exeter Street. Inti Holdings is the indirect owner of INTI University and Colleges, a higher education institution with five campuses in Malaysia.

The closing of the transaction under the Inti Agreement was subject to certain conditions, including approval by regulators in Malaysia, which approval was obtained on June 24, 2019. On June 25, 2019, the Company notified Comprehensive that the conditions precedent had been duly satisfied and scheduled closing for July 12, 2019. On July 9, 2019, Comprehensive notified the Company that it disagreed with the Company’s position that the conditions precedent had been satisfied and formally moved to terminate the Inti Agreement, an act viewed by the Company as a repudiatory breach of the Inti Agreement. The Company is currently evaluating all options and continues to classify Inti Holdings as a discontinued operation.

Stock Repurchase Program

In July 2019, the Company's board of directors approved a new stock repurchase program to acquire up to $150,000 of the Company’s Class A common stock. 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 of directors will review the share repurchase program periodically and may authorize adjustment of its terms and size or suspend or discontinue the program.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q (this Form 10-Q) contains ‘‘forward-looking statements’’ within the meaning of the federal securities laws, which involve risks and uncertainties. You can identify forward-looking statements because they contain words such as ‘‘believes,’’ ‘‘expects,’’ ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘seeks,’’ ‘‘approximately,’’ ‘‘intends,’’ ‘‘plans,’’ ‘‘estimates’’ or ‘‘anticipates’’ or similar expressions that concern our strategy, plans or intentions. All statements we make relating to estimated and projected earnings, costs, expenditures, cash flows, growth rates and financial results, and all statements we make relating to our planned divestitures, the expected proceeds generated therefrom and the expected reduction in revenue resulting therefrom, are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. All of these forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those we expected. We derive most of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, including, without limitation, in conjunction with the forward-looking statements included in this Form 10-Q, are disclosed in ‘‘Item 1—Business,’’ and ‘‘Item 1A—Risk Factors’’ of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the 2018 Form 10-K). Some of the factors that we believe could affect our results include:


•	the risks associated with conducting our global operations, including complex business, foreign currency, political, legal, regulatory, tax and economic risks;


•	our ability to effectively manage the growth of our business, implement a common operating model and platform, and increase our operating leverage;


•	the development and expansion of our global education network and programs and the effect of new technology applications in the educational services industry;


•	our ability to successfully complete planned divestitures and make strategic acquisitions, and to successfully integrate and operate acquired businesses;


•	the effect of existing international and U.S. laws and regulations governing our business or changes to those laws and regulations or in their application to our business;


•	changes in the political, economic and business climate in the international or the U.S. markets where we operate;


•	risks of downturns in general economic conditions and in the educational services and education technology industries, that could, among other things, impair our goodwill and intangible assets;


•	possible increased competition from other educational service providers;


•	market acceptance of new service offerings by us or our competitors and our ability to predict and respond to changes in the markets for our educational services;


•	the effect on our business and results of operations from fluctuations in the value of foreign currencies;


•	our ability to attract and retain key personnel;


•	the fluctuations in revenues due to seasonality;


•	our ability to maintain proper and effective internal controls necessary to produce accurate financial statements on a timely basis;


•	our focus on a specific public benefit purpose and producing a positive effect for society may negatively influence our financial performance;


•	the future trading prices of our Class A common stock and the impact of any securities analysts’ reports on these prices; and


•	our ability to maintain and, subsequently, increase tuition rates and student enrollments in our institutions.

We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this Form 10-Q may not in fact occur. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Introduction

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (the MD&A) is provided to assist readers of the financial statements in understanding the results of operations, financial condition and cash flows of Laureate Education, Inc. This MD&A should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. The consolidated financial statements included elsewhere in this Form 10-Q are presented in U.S. dollars (USD) rounded to the nearest thousand, with the amounts in MD&A rounded to the nearest tenth of a million. Therefore, discrepancies in the tables between totals and the sums of the amounts listed may occur due to such rounding. Our MD&A is presented in the following sections:


•	Overview;


•	Results of Operations;


•	Liquidity and Capital Resources;


•	Critical Accounting Policies and Estimates; and


•	Recently Issued Accounting Standards.

Overview

Our Business

We are the largest international network of degree-granting higher education institutions, primarily focused in Latin America, with 908,700 students enrolled at our 38 institutions in 10 countries on more than 150 campuses included in our continuing operations as of June 30, 2019, which we collectively refer to as the Laureate International Universities network. We believe the global higher education market presents an attractive long-term opportunity, primarily because of the large and growing imbalance between the supply and demand for quality higher education around the world. Advanced education opportunities drive higher earnings potential, and we believe the projected growth in the middle-class population worldwide and limited government resources dedicated to higher education create substantial opportunities for high-quality private institutions to meet this growing and unmet demand. Our outcomes-driven strategy is focused on enabling students to prosper and thrive in the dynamic and evolving knowledge economy.

As of June 30, 2019, our international network of 38 institutions comprised 29 institutions we owned or controlled, and an additional nine institutions that we managed or with which we had other relationships. We have six operating segments as described below. We group our institutions by geography in: 1) Brazil; 2) Mexico; 3) Andean; 4) Central America & U.S. Campuses; and 5) Rest of World for reporting purposes. Our sixth segment, Online & Partnerships, includes fully online institutions that operate globally.

Discontinued Operations

In 2017, the Company announced the divestiture of certain subsidiaries in our Rest of World and Central America & U.S. Campuses segments. On August 9, 2018, the Company announced the divestiture of additional subsidiaries located in Europe, Asia and Central America. After completing all of the announced divestitures, the Company’s remaining principal markets will be Brazil, Chile, Mexico and Peru, along with the Online and Partnerships segment and the institutions in Australia and New Zealand. At the time of the announcement on August 9, 2018, the markets being divested (the Discontinued Operations) included the institutions in Portugal and Spain, which were part of the Andean segment, all remaining institutions in the Central America & U.S. Campuses segment, and all remaining institutions in the Rest of World segment except for Australia, New Zealand and the managed institutions in the Kingdom of Saudi Arabia and China. The institutions in the Kingdom of Saudi Arabia are managed under a contract that expires at the end of August 2019 and will not be renewed. The divestitures represent a strategic shift that will have a major effect on the Company's operations and financial results. Accordingly, in accordance with Accounting Standard Codification (ASC) 205-20, ‘‘Discontinued Operations,’’ the results of the divestitures that are part of the strategic shift are presented as discontinued operations in our consolidated financial statements included elsewhere in our Quarterly Report on Form 10-Q for all periods. Since our entire Central America & U.S. Campuses operating segment is included in Discontinued Operations, it no longer meets the criteria for a reportable segment under ASC 280, ‘‘Segment Reporting,’’ and, therefore, it is excluded from the segments information for all periods presented. In addition, the portions of the Andean and Rest of World reportable segments that are included in Discontinued Operations have also been excluded from the segment information for all periods presented. Unless indicated otherwise, the information in the MD&A relates to continuing operations.

The Company has entered into sale agreements for a number of these entities and closing of sale transactions began in the first quarter of 2018. To date, we have completed the sales of subsidiaries in Cyprus, Italy, China, Germany, Morocco, Thailand, South Africa, India, Spain and Portugal, as well as Kendall College, LLC (Kendall) and the University of St. Augustine for Health

Sciences, LLC (St. Augustine) in the United States. We have not yet completed the divestitures of our subsidiaries in Central America, Turkey, and Malaysia, as well as NewSchool of Architecture and Design, LLC (NSAD), a small campus-based institution in the United States, and UniNorte, an institution in the Brazil segment that is included in continuing operations as it is not part of the strategic shift. We have signed sale agreements for our subsidiaries in Malaysia and Panama, as well as NSAD and the Brazilian institution UniNorte. See also Note 21, Subsequent Events, of our consolidated financial statements included elsewhere in this Form 10-Q.

Our Segments

•

In Brazil, approximately 75% of post-secondary students are enrolled in private higher education institutions. While the federal government defines the national curricular guidelines, institutions are licensed to operate by city. Laureate owns 13 institutions in eight states throughout Brazil, with a particularly strong presence in the competitive São Paulo market. Many students finance their own education while others rely on the government-sponsored programs such as Prouni and FIES. As described in Note 4, Discontinued Operations and Assets Held for Sale, of our consolidated financial statements included elsewhere in this Form 10-Q, on April 16, 2019, the Company entered into an agreement to divest UniNorte, a traditional higher education institution in Manaus, Brazil.

•


•	The Andean segment includes institutions in Chile and Peru. In Chile, private universities enroll approximately 80% of post-secondary students. In Peru, the public sector plays a significant role, but private universities are increasingly providing the capacity to meet growing demand. In Chile, there are government-sponsored student financing programs.

•

Corporate is a non-operating business unit whose purpose is to support operations. Its departments are responsible for establishing operational policies and internal control standards, implementing strategic initiatives, and monitoring compliance with policies and controls throughout our operations. Our Corporate segment is an internal source of capital and provides financial, human resource, information technology, insurance, legal and tax compliance services. The Corporate segment also contains the eliminations of intersegment revenues and expenses.

The following information for our reportable segments in continuing operations is presented as of June 30, 2019:



	Countries	Institutions	Enrollment	2019 YTD Revenues ($ in millions) ⁽¹⁾		% Contribution to 2019 YTD Revenues
Brazil	1	13	309,000	$	307.1	19	%
Mexico	1	2	179,200	318.9		20	%
Andean	2	8	340,900	561.9		34	%
Rest of World ⁽²⁾	4	12	20,200	114.7		7	%
Online & Partnerships ⁽³⁾	2	3	59,400	321.5		20	%
Total ⁽¹⁾	10	38	908,700	$	1,623.6	100	%

⁽¹⁾The amounts related to Corporate, net of elimination of intersegment revenues, which total $0.6 million, are not separately presented.

⁽²⁾ Includes eight licensed institutions in the Kingdom of Saudi Arabia that are managed under a contract that expires at the end of August 2019 and will not be renewed.

⁽³⁾ We no longer accept new enrollments at the University of Liverpool and the University of Roehampton.

Challenges

Our international operations are subject to complex business, economic, legal, regulatory, political, tax and foreign currency risks, which may be difficult to adequately address. The majority of our operations are outside the United States. As a result, we face risks that are inherent in international operations, including: fluctuations in exchange rates, possible currency devaluations, inflation and hyper-inflation; price controls and foreign currency exchange restrictions; potential economic and political instability in the countries in which we operate; expropriation of assets by local governments; key political elections and changes in government policies; multiple and possibly overlapping and conflicting tax laws; and compliance with a wide variety of foreign laws. There are also risks associated with our decision to divest certain operations. See ‘‘Risk Factors—Risks Relating to Our Continuing Business—Our divestiture activities and the ongoing strategic shift in our business may disrupt our ongoing business, involve increased expenses and present risks not contemplated at the time of the transactions,” in our 2018 Form 10-K. We plan to grow our continuing operations organically by: 1) adding new programs and course offerings; 2) expanding target student demographics; and 3) increasing capacity at existing and new campus locations. Our success in growing our business will depend on the ability to anticipate and effectively manage these and other risks related to operating in various countries.

Regulatory Environment and Other Matters

Our business is subject to regulation by various agencies based on the requirements of local jurisdictions. These agencies continue to review and update regulations as they deem necessary. We cannot predict the form of the rules that ultimately may be adopted in the future or what effects they might have on our business, financial condition, results of operations and cash flows. We will continue to develop and implement necessary changes that enable us to comply with such regulations. See ‘‘Item 1A—Risk Factors—Risks Relating to Our Continuing Business—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,” ‘‘Risk Factors—Risks Relating to Our Continuing Business—Political and regulatory developments in Chile may materially adversely affect us,” ‘‘Risk Factors—Risks Relating to Our Highly Regulated Industry in the United States,’’ and ‘‘Item 1—Business—Industry Regulation,’’ in our 2018 Form 10-K.

Chilean Regulatory Developments

Key Business Metrics

Enrollment

Enrollment is our lead revenue indicator and represents our most important non-financial metric. We define ‘‘enrollment’’ as the number of students registered in a course on the last day of the enrollment reporting period. New enrollments provide an indication of future revenue trends. Total enrollment is a function of continuing student enrollments, new student enrollments and enrollments from acquisitions, offset by graduations, attrition and enrollment decreases due to dispositions. Attrition is defined as a student leaving the institution before completion of the program. To minimize attrition, we have implemented programs that involve assisting students in remedial education, mentoring, counseling and student financing.

Each of our institutions has an enrollment cycle that varies by geographic region and academic program. During each academic year, each institution has a ‘‘Primary Intake’’ period in which the majority of the enrollment occurs. Most institutions also have one or more smaller ‘‘Secondary Intake’’ periods. The first calendar quarter generally coincides with the Primary Intakes for our institutions in the Brazil, Andean and Rest of World segments. The third calendar quarter generally coincides with the Primary Intakes for our institutions in the Mexico and Online & Partnerships segments.

The following chart shows our enrollment cycles at our continuing operations. Shaded areas in the chart represent periods when classes are generally in session and revenues are recognized. Areas that are not shaded represent summer breaks during which revenues are not typically recognized. The large circles indicate the Primary Intake start dates of our institutions, and the small circles represent Secondary Intake start dates.

Pricing

We continually monitor market conditions and carefully adjust our tuition rates to meet local demand levels. We proactively seek the best price and content combinations to ensure that we remain competitive in all the markets in which we operate.

Principal Components of Income Statement

Revenues

The majority of our revenue is derived from tuition and educational services. The amount of tuition generated in a given period depends on the price per credit hour and the total credit hours or price per program taken by the enrolled student population. The price per credit hour varies by program, by market and by degree level. Additionally, varying levels of discounts and scholarships are offered depending on market-specific dynamics and individual achievements of our students. Revenues are recognized net of scholarships, other discounts, refunds, waivers and the fair value of any guarantees made by Laureate related to student financing programs. In addition to tuition revenues, we generate other revenues from student fees, dormitory/residency fees and other education-related activities. These other revenues are less material to our overall financial results and have a tendency to trend with tuition revenues. The main drivers of changes in revenues between periods are student enrollment and price.

Direct Costs

Our direct costs include labor and operating costs associated with the delivery of services to our students, including the cost of wages, payroll taxes and benefits, depreciation and amortization, rent, utilities, bad debt expenses and marketing and promotional costs to grow future enrollments. In general, a significant portion of our direct costs tend to be variable in nature and trend with enrollment, and management continues to monitor and improve the efficiency of instructional delivery. Conversely, as campuses expand, direct costs may grow faster than enrollment growth as infrastructure investments are made in anticipation of future enrollment growth.

General and Administrative Expenses

Our general and administrative expenses primarily consist of costs associated with corporate departments, including executive management, finance, legal, business development and other departments that do not provide direct operational services.

Factors Affecting Comparability

Acquisitions

Our past experiences provide us with the expertise to further our mission of providing high-quality, accessible and affordable higher education to students by expanding into new markets if opportunities arise, primarily through acquisitions. Acquisitions affect the comparability of our financial statements from period to period. Acquisitions completed during one period impact comparability to a prior period in which we did not own the acquired entity. Therefore, changes related to such entities are considered ‘‘incremental impact of acquisitions’’ for the first 12 months of our ownership. We have made only small acquisitions in 2019 and 2018 that had essentially no impact on the comparability of the periods presented.

Dispositions

Any dispositions of our continuing operations affect the comparability of our financial statements from period to period. Dispositions completed during one period impact comparability to a prior period in which we owned the divested entity. Therefore, changes related to such entities are considered ‘‘incremental impact of dispositions’’ for the first 12 months subsequent to the disposition. As discussed above, all of the divestitures that are part of the strategic shift announced in August 2018 are included in Discontinued Operations for all periods presented. Once its sale is completed, UniNorte, which is part of continuing operations, will be included in the incremental impact of dispositions.

Foreign Exchange

The majority of our institutions are located outside the United States. These institutions enter into transactions in currencies other than USD and keep their local financial records in a functional currency other than the USD. We monitor the impact of foreign currency movements and the correlation between the local currency and the USD. Our revenues and expenses are generally denominated in local currency. The USD is our reporting currency and our subsidiaries operate in various other functional currencies, including: Australian Dollar, Brazilian Real, Chilean Peso, Euro, Mexican Peso, New Zealand Dollar, Peruvian Nuevo Sol, Polish

Złoty, and Saudi Riyal. The principal foreign exchange exposure is the risk related to the translation of revenues and expenses incurred in each country from the local currency into USD. See ‘‘Item 1A—Risk Factors—Risks Relating to Our Continuing Business—Our reported revenues and earnings may be negatively affected by the strengthening of the U.S. dollar and currency exchange rates’’ in our 2018 Form 10-K. In order to provide a framework for assessing how our business performed excluding the effects of foreign currency fluctuations, we present organic constant currency in our segment results, which is calculated using the change from prior-year average foreign exchange rates to current-year average foreign exchange rates, as applied to local-currency operating results for the current year.

Seasonality

Most of the institutions in our network have a summer break during which classes are generally not in session and minimal revenues are recognized. In addition to the timing of summer breaks, holidays such as Easter also have an impact on our academic calendar. Operating expenses, however, do not fully correlate to the enrollment and revenue cycles, as the institutions continue to incur expenses during summer breaks. Given the geographic diversity of our institutions and differences in timing of summer breaks, our second and fourth quarters are stronger revenue quarters as the majority of our institutions are in session for most of these respective quarters. Our first and third fiscal quarters are weaker revenue quarters because the majority of our institutions have summer breaks for some portion of one of these two quarters. Due to this seasonality, revenues and profits in any one quarter are not necessarily indicative of results in subsequent quarters and may not be correlated to new enrollment in any one quarter.

Income Tax Expense

Our consolidated income tax provision is derived based on the combined impact of federal, state and foreign income taxes. Also, discrete items can arise in the course of our operations that can further impact the Company’s effective tax rate for the period. Our tax rate fluctuates from period to period due to changes in the mix of earnings between our tax-paying entities, our tax-exempt entities and our loss-making entities for which it is not more likely than not that a tax benefit will be realized on the loss.

Results from the Discontinued Operations

The results of operations at our discontinued subsidiaries were as follows:



	For the three months ended						For the six months ended
	June 30,						June 30,
(in millions)	2019			2018			2019			2018
Revenues	$	147.9		$	230.7		$	350.6		$	483.8
Depreciation and amortization	—			9.5			—			20.3
Share-based compensation expense	0.1			0.4			0.3			0.7
Other direct costs	113.7			173.2			253.4			350.0
Operating income	34.1			47.6			96.9			112.7
Other non-operating income (expense)	3.4			(13.2		)	6.6			(13.2		)
Pretax income of discontinued operations	37.5			34.3			103.5			99.5
Income tax (expense) benefit	(3.9		)	3.8			(13.3		)	(42.6		)
Income from discontinued operations, net of tax	33.6			38.1			90.2			56.9
Gain on sales of discontinued operations, net of tax	641.5			12.0			889.5			330.3
Net income from discontinued operations	$	675.1		$	50.1		$	979.7		$	387.3

Enrollments at our discontinued operations as of June 30, 2019 and June 30, 2018 were 108,200 and 162,100, respectively.

Sales Completed during the Six Months Ended June 30, 2019

On February 1, 2019, we sold the operations of St. Augustine, which resulted in a gain of approximately $223.0 million.

On February 12, 2019, we sold our operations in Thailand, which resulted in a gain of approximately $10.8 million.

As previously disclosed in our 2018 Form 10-K, on January 25, 2018, we completed the sale of LEI Lie Ying Limited (LEILY). During the first quarter of 2019, a legal matter, for which the Company had indemnified the buyer and recorded a contingent liability, was settled with no cost to the Company. Accordingly, the Company reversed the liability and recognized additional gain on the sale of LEILY of approximately $13.7 million.

On April 8, 2019, we sold Monash South Africa as well as the real estate associated with that institution, which resulted in a gain of approximately $2.3 million.

On May 9, 2019, we sold our operations in India, which resulted in a gain of approximately $19.5 million.

On May 31, 2019, we sold our institutions in Spain and Portugal, which resulted in a gain of approximately $618.0 million.

Sales Completed during the Six Months Ended June 30, 2018

On January 11, 2018, we sold the operations of European University-Cyprus Ltd (EUC) and Laureate Italy S.r.L. (Laureate Italy), which resulted in a gain on sale of approximately $218.0 million.

On January 25, 2018, we sold the operations of LEI Lie Ying Limited (LEILY), which resulted in an initial gain on sale of approximately $100.0 million, including tax benefit, during the first quarter of 2018.

On April 12, 2018, we sold the operations of Laureate Germany, which resulted in a loss on sale of approximately $5.5 million.

On April 13, 2018, we sold the operations of Laureate Somed. Laureate Somed was the operator of Université Internationale de Casablanca, a comprehensive campus-based university in Casablanca, Morocco and recognized a gain on the sale of Laureate Somed of approximately $17.4 million.

Results of Operations

The following discussion of the results of our operations is organized as follows:


•	Summary Comparison of Consolidated Results;


•	Non-GAAP Financial Measure; and


•	Segment Results.

Summary Comparison of Consolidated Results

Discussion of Significant Items Affecting the Consolidated Results for the Six Months Ended June 30, 2019 and 2018

Six Months Ended June 30, 2019

During the first quarter of 2019, we used approximately $340.0 million of the net proceeds from the sale of St. Augustine to repay a portion of our term loan that had a maturity date of April 2024 (the 2024 Term Loan). In addition, the Company elected to repay approximately $35.0 million of the approximately $51.7 million principal balance outstanding for certain notes payable at a real estate subsidiary in Chile. In connection with these debt repayments, the Company recorded a loss on debt extinguishment of $10.6 million, primarily related to the write off of a pro-rata portion of the unamortized deferred financing costs associated with the repaid debt balances. This loss is included in other non-operating income in the year-to-date table below.

During the second quarter of 2019, we fully repaid the remaining balance outstanding under our 2024 Term Loan, using the proceeds received from the sales of our operations in India, Spain and Portugal. The remaining proceeds were used to repay borrowings outstanding under the senior secured revolving credit facility. In connection with these debt repayments, the Company recorded a loss on debt extinguishment of $15.6 million related to the write off of a pro-rata portion of the unamortized deferred financing costs associated with the repaid debt balances, as well as the debt discount associated with the 2024 Term Loan. This loss is included in other non-operating income in the tables below.

Six Months Ended June 30, 2018

On February 1, 2018, we amended our Senior Secured Credit Facility to reduce the interest rate on our 2024 Term Loan. In connection with this transaction, we also repaid $350.0 million of the principal balance of the 2024 Term Loan. As a result of this

transaction, the Company recorded a $7.5 million loss on debt extinguishment related to the pro-rata write-off of the term loan's remaining deferred financing costs. This loss is included in other non-operating income in the year-to-date table below.

Comparison of Consolidated Results for the Three Months Ended June 30, 2019 and 2018



							% Change
							Better/(Worse)
(in millions)	2019			2018			2019 vs. 2018
Revenues	$	1,001.8		$	1,017.2		(2	)%
Direct costs	720.2			725.8			1	%
General and administrative expenses	67.4			73.2			8	%
Loss on impairment of assets	0.5			—			nm
Operating income	213.7			218.2			(2	)%
Interest expense, net of interest income	(38.7		)	(57.5		)	33	%
Other non-operating income	3.5			105.8			(97	)%
Income from continuing operations before income taxes and equity in net income of affiliates	178.6			266.5			(33	)%
Income tax expense	(74.3		)	(92.7		)	20	%
Equity in net income of affiliates, net of tax	0.2			—			nm
Income from continuing operations	104.5			173.9			(40	)%
Income from discontinued operations, net of tax	33.6			38.1			(12	)%
Gain on sales of discontinued operations, net of tax	641.5			12.0			nm
Net income	779.6			224.0			nm
Net loss attributable to noncontrolling interests	2.0			0.5			nm
Net income attributable to Laureate Education, Inc.	$	781.6		$	224.4		nm

nm - percentage changes not meaningful

For further details on certain discrete items discussed below, see ‘‘Discussion of Significant Items Affecting the Consolidated Results.’’

Comparison of Consolidated Results for the Three Months Ended June 30, 2019 to the Three Months Ended June 30, 2018

Revenues decreased by $15.4 million to $1,001.8 million for the three months ended June 30, 2019 (the 2019 fiscal quarter) from $1,017.2 million for the three months ended June 30, 2018 (the 2018 fiscal quarter). The effect of a net change in foreign currency exchange rates decreased revenues by $49.2 million, mainly due to weakening of the Chilean Peso and the Brazilian Real relative to the USD compared to the 2018 fiscal quarter. Additionally, the effect of changes in tuition rates and enrollments in programs at varying price points (‘‘product mix’’), pricing and timing decreased revenues by $10.4 million compared to the 2018 fiscal quarter. These decreases in revenues were partially offset by the effects of higher average total organic enrollment at a majority of our institutions, which increased revenues by $41.4 million compared to the 2018 fiscal quarter. Other Corporate and Eliminations changes accounted for an increase in revenues of $2.8 million.

Direct costs and general and administrative expenses combined decreased by $11.4 million to $787.6 million for the 2019 fiscal quarter from $799.0 million for the 2018 fiscal quarter. This decrease was due to the effect of a net change in foreign currency exchange rates, which decreased costs by $33.3 million for the 2019 fiscal quarter compared to the 2018 fiscal quarter. Partially offsetting this direct costs decrease were overall higher organic enrollments, which increased costs by $18.0 million for the 2019 fiscal quarter compared to the 2018 fiscal quarter, other Corporate and Eliminations expenses, which accounted for an increase in costs of $3.6 million; and changes in acquisition-related contingent liabilities for taxes other-than-income tax, net of changes in recorded indemnification assets, which resulted in a year-over-year increase in direct costs of $0.3 million.

Operating income decreased by $4.5 million to $213.7 million for the 2019 fiscal quarter from $218.2 million for the 2018 fiscal quarter. The decrease in overall operating income was a result of decreased operating income in our Brazil segment, partially offset by increased operating income in our Andean and Online & Partnerships segments.

Interest expense, net of interest income decreased by $18.8 million to $38.7 million for the 2019 fiscal quarter from $57.5 million for the 2018 fiscal quarter. The decrease in interest expense was primarily attributable to lower average debt balances.

Other non-operating income decreased by $102.3 million to $3.5 million for the 2019 fiscal quarter from $105.8 million for the 2018 fiscal quarter. This decrease was primarily attributable to a period-over-period decrease in gains on derivative instruments of $109.0 million, related to a gain recorded in the 2018 fiscal quarter upon the conversion of the Series A Preferred Stock. In addition, a loss on debt extinguishment of $15.6 million was recorded during the 2019 fiscal quarter related to the write off of deferred financing costs and debt discount as a result of the repayment of the 2024 Term Loan.

These decreases in other non-operating income were partially offset by a gain on foreign currency exchange in the 2019 fiscal quarter compared to a loss in the 2018 fiscal quarter, for a change of $14.5 million. In addition, other non-operating income increased by $7.8 million in the 2019 fiscal quarter, as compared to the 2018 fiscal quarter, primarily related to an increase in the estimated fair value of an equity security held at Corporate.

Income tax expense decreased by $18.4 million to $74.3 million for the 2019 fiscal quarter from $92.7 million for the 2018 fiscal quarter, primarily due to changes in the mix of pre-tax book income attributable to taxable and non-taxable entities in various taxing jurisdictions and a benefit related to changes in reserves on uncertain tax positions.

Income from discontinued operations, net of tax decreased by $4.5 million to $33.6 million for the 2019 fiscal quarter from $38.1 million for the 2018 fiscal quarter.

Gain on sales of discontinued operations, net of tax increased by $629.5 million to $641.5 million for the 2019 fiscal quarter related to the sale of our subsidiaries in South Africa, India, Spain and Portugal, compared to $12.0 million in the 2018 fiscal quarter, which was related to the sale of our subsidiaries in Germany and Morocco.

Comparison of Consolidated Results for the Six Months Ended June 30, 2019 and 2018



							% Change
							Better/(Worse)
(in millions)	2019			2018			2019 vs. 2018
Revenues	$	1,623.6		$	1,649.4		(2	)%
Direct costs	1,372.6			1,403.3			2	%
General and administrative expenses	121.3			120.5			(1	)%
Loss on impairment of assets	0.5			—			nm
Operating income	129.2			125.6			3	%
Interest expense, net of interest income	(89.7		)	(117.6		)	24	%
Other non-operating (expense) income	(6.2		)	69.8			(109	)%
Income from continuing operations before income taxes and equity in net income of affiliates	33.3			77.8			(57	)%
Income tax expense	(39.3		)	(69.6		)	44	%
Equity in net income of affiliates, net of tax	0.2			—			nm
(Loss) income from continuing operations	(5.8		)	8.2			(171	)%
Income from discontinued operations, net of tax	90.2			56.9			59	%
Gain on sales of discontinued operations, net of tax	889.5			330.3			169	%
Net income	973.9			395.5			146	%
Net income attributable to noncontrolling interests	(1.0		)	(2.2		)	(55	)%
Net income attributable to Laureate Education, Inc.	$	972.8		$	393.3		147	%

nm - percentage changes not meaningful

For further details on certain discrete items discussed below, see ‘‘Discussion of Significant Items Affecting the Consolidated Results.’’

Comparison of Consolidated Results for the Six Months Ended June 30, 2019 to the Six Months Ended June 30, 2018

Revenues decreased by $25.8 million to $1,623.6 million for the six months ended June 30, 2019 (the 2019 fiscal period) from $1,649.4 million for the six months ended June 30, 2018 (the 2018 fiscal period). This decrease in revenues primarily resulted from the effect of a net change in foreign currency exchange rates, which decreased revenues by $84.5 million, mainly due to weakening of the Chilean Peso and the Brazilian Real relative to the USD compared to the 2018 fiscal period. This decrease in

revenues was partially offset by a higher average total organic enrollment at a majority of our institutions, which increased revenues by $53.1 million, the effect of product mix, pricing and timing, which increased revenues by $0.5 million, and other Corporate and Eliminations changes, which accounted for an increase in revenues of $5.1 million.

Direct costs and general and administrative expenses combined decreased by $29.9 million to $1,493.9 million for the 2019 fiscal period from $1,523.8 million for the 2018 fiscal period. This decrease in direct costs primarily resulted from the effect of a net change in foreign currency exchange rates, which decreased costs by $78.8 million, and other Corporate and Eliminations expenses, which accounted for a decrease in costs of $0.1 million in the 2019 fiscal period. Partially offsetting these direct costs decreases were the effect of overall higher organic enrollments, which increased costs by $46.7 million for the 2019 fiscal period compared to the 2018 fiscal period, in addition to changes in acquisition-related contingent liabilities for taxes other-than-income tax, net of changes in recorded indemnification assets, which resulted in a year-over-year increase in direct costs of $2.3 million.

Operating income increased by $3.6 million to $129.2 million for the 2019 fiscal period from $125.6 million for the 2018 fiscal period. This increase in operating income primarily resulted from increased operating income in our Andean and Online & Partnerships segments, combined with decreased operating loss in our Rest of World segment. These changes were partially offset by decreased operating income in our Brazil and Mexico segments.

Interest expense, net of interest income decreased by $27.9 million to $89.7 million for the 2019 fiscal period from $117.6 million for the 2018 fiscal period. The decrease in interest expense was primarily attributable to lower average debt balances.

Other non-operating (expense) income changed by $76.0 million, to an expense of $(6.2) million for the 2019 fiscal period from an income of $69.8 million for the 2018 fiscal period. This change was primarily attributable to decreased gain on derivative instruments of $84.4 million, related to a gain recorded in the 2018 fiscal period upon the conversion of the Series A Preferred Stock. In addition, there was an increase in loss on debt extinguishment of $18.7 million related to the repayment of the 2024 Term Loan during the 2019 fiscal period. These increases in other non-operating expense were partially offset by a gain on foreign currency exchange in the 2019 fiscal period, compared to a loss in the 2018 fiscal period, for a change of $21.6 million, as well as an increase of $5.5 million in other non-operating income compared to the 2018 fiscal period, primarily related to an increase in the estimated fair value of an equity security held at Corporate.

Income tax expense decreased by $30.3 million to $39.3 million for the 2019 fiscal period from $69.6 million for the 2018 fiscal period. This decrease was primarily due to changes in the mix of pre-tax book income attributable to taxable and non-taxable entities in various taxing jurisdictions and a benefit related to changes in reserves on uncertain tax positions.

Income from discontinued operations, net of tax increased by $33.3 million to $90.2 million for the 2019 fiscal period from $56.9 million for the 2018 fiscal period.

Gain on sales of discontinued operations, net of tax increased by $559.2 million to $889.5 million for the 2019 fiscal period related to the sales of our St. Augustine, Thailand, South Africa, India, Spain and Portugal subsidiaries, compared to $330.3 million for the 2018 fiscal period related to the sales of our Cyprus, Italy, China, Germany and Morocco subsidiaries.

Non-GAAP Financial Measure

We define Adjusted EBITDA as income (loss) from continuing operations, before equity in net (income) loss of affiliates, net of tax, income tax expense (benefit), (gain) loss on sale of subsidiaries, net, foreign currency exchange (gain) loss, net, other (income) expense, net, (gain) loss on derivatives, loss on debt extinguishment, interest expense and interest income, plus depreciation and amortization, share-based compensation expense, loss on impairment of assets and expenses related to implementation of our Excellence-in-Process (EiP) initiative. When we review Adjusted EBITDA on a segment basis, we exclude inter-segment revenues and expenses that eliminate in consolidation. 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.

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. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business. Additionally, Adjusted EBITDA is a key financial measure used by the compensation committee of our board of directors and our Chief Executive Officer in connection with the payment of incentive compensation to our executive officers and other members of our management team. 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 income from continuing operations to Adjusted EBITDA for the three months ended June 30, 2019 and 2018:



							% Change
							Better/(Worse)
(in millions)	2019			2018			2019 vs. 2018
Income from continuing operations	$	104.5		$	173.9		(40	)%
Plus:
Equity in net income of affiliates, net of tax	(0.2		)	—			nm
Income tax expense	74.3			92.7			20	%
Income from continuing operations before income taxes and equity in net income of affiliates	178.6			266.5			(33	)%
Plus:
Foreign currency exchange (gain) loss, net	(8.8		)	5.7			nm
Other (income) expense, net	(7.7		)	0.1			nm
Gain on derivatives	(2.6		)	(111.6		)	(98	)%
Loss on debt extinguishment	15.6			—			nm
Interest expense	41.5			60.1			31	%
Interest income	(2.8		)	(2.6		)	8	%
Operating income	213.7			218.2			(2	)%
Plus:
Depreciation and amortization	49.7			52.9			6	%
EBITDA	263.4			271.1			(3	)%
Plus:
Share-based compensation expense^(a)	4.7			7.3			36	%
Loss on impairment of assets ^(b)	0.5			—			nm
EiP implementation expenses ^(c)	28.6			25.2			(13	)%
Adjusted EBITDA	$	297.3		$	303.6		(2	)%

nm - percentage changes not meaningful

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

^(b)Represents non-cash charges related to impairments of long-lived assets.

^(c)EiP implementation expenses are related to our enterprise-wide initiative to optimize and standardize Laureate’s processes, creating vertical integration of procurement, information technology, finance, accounting and human resources. It included the establishment of regional shared services organizations (SSOs) around the world, as well as improvements to the Company's system of internal controls over financial reporting. The EiP initiative also includes other back- and mid-office areas, as well as certain student-facing activities, expenses associated with streamlining the organizational structure and certain non-recurring costs incurred in connection with the planned and completed dispositions.

Comparison of Depreciation and Amortization, Share-based Compensation and EiP Implementation Expenses for the Three Months Ended June 30, 2019 and 2018

Depreciation and amortization decreased by $3.2 million to $49.7 million for the 2019 fiscal quarter from $52.9 million for the 2018 fiscal quarter. The effects of foreign currency exchange decreased depreciation and amortization expense by $2.2 million for the 2019 fiscal quarter. In addition, the cessation of depreciation expense at UniNorte following its classification as held for sale during the third quarter of 2018 decreased depreciation and amortization expense by $1.0 million for the 2019 fiscal quarter.

Share-based compensation expense decreased by $2.6 million to $4.7 million for the 2019 fiscal quarter from $7.3 million for the 2018 fiscal quarter.

EiP implementation expenses increased by $3.4 million to $28.6 million for the 2019 fiscal quarter from $25.2 million for the 2018 fiscal quarter. The year-over-year increase in EiP expenses is primarily attributable to higher costs for severance and retention bonuses related to our divestiture activity and severance related to streamlining our organizational structure.

The following table presents Adjusted EBITDA and reconciles (loss) income from continuing operations to Adjusted EBITDA for the six months ended June 30, 2019 and 2018:



							% Change
							Better/(Worse)
(in millions)	2019			2018			2019 vs. 2018
(Loss) income from continuing operations	$	(5.8	)	$	8.2		(171	)%
Plus:
Equity in net income of affiliates, net of tax	(0.2		)	—			nm
Income tax expense	39.3			69.6			44	%
Income from continuing operations before income taxes and equity in net income of affiliates	33.3			77.8			(57	)%
Plus:
Foreign currency exchange (gain) loss, net	(4.2		)	17.5			124	%
Other income, net	(8.1		)	(2.5		)	nm
Gain on derivatives	(7.8		)	(92.3		)	(92	)%
Loss on debt extinguishment	26.2			7.5			nm
Interest expense	96.1			123.4			22	%
Interest income	(6.4		)	(5.9		)	8	%
Operating income	129.2			125.6			3	%
Plus:
Depreciation and amortization	97.4			109.9			11	%
EBITDA	226.6			235.5			(4	)%
Plus:
Share-based compensation expense^(a)	7.7			3.2			(141	)%
Loss on impairment of assets ^(b)	0.5			—			nm
EiP implementation expenses ^(c)	40.9			35.3			(16	)%
Adjusted EBITDA	$	275.7		$	273.9		1	%

nm - percentage changes not meaningful

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

^(b)Represents non-cash charges related to impairments of long-lived assets.

Comparison of Depreciation and Amortization, Share-based Compensation and EiP Implementation Expenses for the Six Months Ended June 30, 2019 and 2018

Depreciation and amortization decreased by $12.5 million to $97.4 million for the 2019 fiscal period from $109.9 million for the 2018 fiscal period. The effects of foreign currency exchange decreased depreciation and amortization expense by $5.2 million for the 2019 fiscal period. In addition, the cessation of depreciation expense at UniNorte following its classification as held for sale in the third quarter of 2018 decreased depreciation and amortization expense by $1.9 million for the 2019 fiscal period. Other items decreased depreciation and amortization by $5.4 million.

Share-based compensation expense increased by $4.5 million to $7.7 million for the 2019 fiscal period from $3.2 million for the 2018 fiscal period. This increase is mostly attributable to a correction of an immaterial error in the first quarter of 2018, which reduced share-based compensation expense for the 2018 fiscal period.

EiP implementation expenses increased by $5.6 million to $40.9 million for the 2019 fiscal period from $35.3 million for the 2018 fiscal period. The year-over-year increase in EiP expenses is primarily attributable to higher costs for severance and retention bonuses related to our divestiture activity and severance related to streamlining our organizational structure.

Segment Results

We have five reportable segments: Brazil, Mexico, Andean, Rest of World and Online & Partnerships. As discussed in ‘‘Overview,’’ the entire Central America & U.S. Campuses segment is included in Discontinued Operations and therefore is excluded from segment results. For purposes of the following comparison of results discussion, ‘‘segment direct costs’’ represent direct costs by segment as they are included in Adjusted EBITDA, such that depreciation and amortization expense, loss on impairment of assets, share-based compensation expense and our EiP implementation expenses have been excluded. Organic enrollment is based on average total enrollment for the period. For a further description of our segments, see ‘‘Overview.’’

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



(in millions)							% Change
							Better/(Worse)
For the three months ended June 30,	2019			2018			2019 vs. 2018
Revenues:
Brazil	$	197.1		$	225.6		(13	)%
Mexico	162.5			159.6			2	%
Andean	423.0			409.5			3	%
Rest of World	60.6			61.3			(1	)%
Online & Partnerships	159.7			165.0			(3	)%
Corporate	(1.1		)	(3.9		)	72	%
Consolidated Total Revenues	$	1,001.8		$	1,017.2		(2	)%

Adjusted EBITDA:
Brazil	$	58.9		$	77.9		(24	)%
Mexico	31.6			27.8			14	%
Andean	186.7			184.2			1	%
Rest of World	10.5			7.6			38	%
Online & Partnerships	49.9			45.4			10	%
Corporate	(40.2		)	(39.4		)	(2	)%
Consolidated Total Adjusted EBITDA	$	297.3		$	303.6		(2	)%



(in millions)							% Change
							Better/(Worse)
For the six months ended June 30,	2019			2018			2019 vs. 2018
Revenues:
Brazil	$	307.1		$	348.4		(12	)%
Mexico	318.9			315.5			1	%
Andean	561.9			544.6			3	%
Rest of World	114.7			113.6			1	%
Online & Partnerships	321.5			333.0			(3	)%
Corporate	(0.6		)	(5.7		)	89	%
Consolidated Total Revenues	$	1,623.6		$	1,649.4		(2	)%

Adjusted EBITDA:
Brazil	$	28.2		$	51.9		(46	)%
Mexico	57.4			58.3			(2	)%
Andean	153.5			144.8			6	%
Rest of World	15.0			10.6			42	%
Online & Partnerships	98.4			90.4			9	%
Corporate	(76.8		)	(82.0		)	6	%
Consolidated Total Adjusted EBITDA	$	275.7		$	273.9		1	%

Brazil

Financial Overview

Comparison of Brazil Results for the Three Months Ended June 30, 2019 to the Three Months Ended June 30, 2018



(in millions)	Revenues			Direct Costs			Adjusted EBITDA
June 30, 2018	$	225.6		$	147.7		$	77.9
Organic enrollment ⁽¹⁾	12.6
Product mix, pricing and timing ⁽¹⁾	(21.6		)
Organic constant currency	(9.0		)	3.6			(12.6		)
Foreign exchange	(19.5		)	(13.5		)	(6.0		)
Acquisitions	—			—			—
Dispositions	—			—			—
Other ⁽²⁾	—			0.4			(0.4		)
June 30, 2019	$	197.1		$	138.2		$	58.9

⁽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.

⁽²⁾ Other is composed of acquisition-related contingent liabilities for taxes other-than-income tax, net of changes in recorded indemnification assets.

Revenues decreased by $28.5 million, a 13% decrease from the 2018 fiscal quarter.


•	Product mix, pricing and timing decreased revenues primarily due to an increase in discounts and scholarships as a percentage of revenue, as the number of students participating in the Brazilian government student loan program (FIES) continues to decline following their graduation.


•	Decreases in revenues during the 2019 fiscal quarter were partially offset by an increase in organic enrollment of 5%, which increased revenues by $12.6 million.


•	Revenues represented 20% of our consolidated total revenues for the 2019 fiscal quarter compared to 22% for the 2018 fiscal quarter.

Adjusted EBITDA decreased by $19.0 million, a 24% decrease from the 2018 fiscal quarter.

Comparison of Brazil Results for the Six Months Ended June 30, 2019 to the Six Months Ended June 30, 2018



(in millions)	Revenues			Direct Costs			Adjusted EBITDA
June 30, 2018	$	348.4		$	296.5		$	51.9
Organic enrollment ⁽¹⁾	16.0
Product mix, pricing and timing ⁽¹⁾	(20.2		)
Organic constant currency	(4.2		)	17.1			(21.3		)
Foreign exchange	(37.1		)	(35.9		)	(1.2		)
Acquisitions	—			—			—
Dispositions	—			—			—
Other ⁽²⁾	—			1.2			(1.2		)
June 30, 2019	$	307.1		$	278.9		$	28.2

⁽²⁾ Other is composed of acquisition-related contingent liabilities for taxes other-than-income tax, net of changes in recorded indemnification assets.

Revenues decreased by $41.3 million, a 12% decrease from the 2018 fiscal period.


•	Product mix, pricing and timing decreased revenues primarily due to an increase in discounts and scholarships as a percentage of revenue, as the number of students participating in the Brazilian government student loan program (FIES) continues to decline following their graduation.


•	Organic enrollment increased during the 2019 fiscal period by 4%, increasing revenues by $16.0 million. The increase in enrollments for the 2019 fiscal period is attributable to growth in distance learning, which has a lower average revenue per student than our campus-based programs.


•	Revenues represented 19% of our consolidated total revenues for the 2019 fiscal period compared to 21% for the 2018 fiscal period.

Adjusted EBITDA decreased by $23.7 million, a 46% decrease from the 2018 fiscal period.

Mexico

Financial Overview

Comparison of Mexico Results for the Three Months Ended June 30, 2019 to the Three Months Ended June 30, 2018



(in millions)	Revenues			Direct Costs			Adjusted EBITDA
June 30, 2018	$	159.6		$	131.8		$	27.8
Organic enrollment ⁽¹⁾	(6.3		)
Product mix, pricing and timing ⁽¹⁾	8.3
Organic constant currency	2.0			(2.0		)	4.0
Foreign exchange	0.9			1.2			(0.3		)
Acquisitions	—			—			—
Dispositions	—			—			—
Other ⁽²⁾	—			(0.1		)	0.1
June 30, 2019	$	162.5		$	130.9		$	31.6

⁽²⁾ Other is composed of acquisition-related contingent liabilities for taxes other-than-income tax, net of changes in recorded indemnification assets.

Revenues increased by $2.9 million, a 2% increase from the 2018 fiscal quarter.


•	Increases in revenues during the 2019 fiscal quarter were partially offset by a decrease in organic enrollment of 3%, which decreased revenues by $6.3 million.


•	Revenues represented 16% of our consolidated total revenues for both the 2019 and the 2018 fiscal quarters.

Adjusted EBITDA increased by $3.8 million, a 14% increase from the 2018 fiscal quarter.

Comparison of Mexico Results for the Six Months Ended June 30, 2019 to the Six Months Ended June 30, 2018



(in millions)	Revenues			Direct Costs			Adjusted EBITDA
June 30, 2018	$	315.5		$	257.2		$	58.3
Organic enrollment ⁽¹⁾	(9.1		)
Product mix, pricing and timing ⁽¹⁾	15.7
Organic constant currency	6.6			5.2			1.4
Foreign exchange	(3.2		)	(2.0		)	(1.2		)
Acquisitions	—			—			—
Dispositions	—			—			—
Other ⁽²⁾	—			1.1			(1.1		)
June 30, 2019	$	318.9		$	261.5		$	57.4

⁽²⁾ Other is composed of acquisition-related contingent liabilities for taxes other-than-income tax, net of changes in recorded indemnification assets.

Revenues increased by $3.4 million, a 1% increase from the 2018 fiscal period.


•	Revenues increase from Product mix, pricing and timing was partially offset by a decrease in organic enrollment of 2% during the 2019 fiscal period, which decreased revenues by $9.1 million.


•	Revenues represented 20% of our consolidated total revenues for the 2019 fiscal period compared to 19% for the 2018 fiscal period.

Adjusted EBITDA decreased by $0.9 million, a 2% decrease from the 2018 fiscal period.

Andean

Financial Overview

Comparison of Andean Results for the Three Months Ended June 30, 2019 to the Three Months Ended June 30, 2018



(in millions)	Revenues			Direct Costs			Adjusted EBITDA
June 30, 2018	$	409.5		$	225.3		$	184.2
Organic enrollment ⁽¹⁾	25.0
Product mix, pricing and timing ⁽¹⁾	14.9
Organic constant currency	39.9			26.6			13.3
Foreign exchange	(26.4		)	(15.6		)	(10.8		)
Acquisitions	—			—			—
Dispositions	—			—			—
Other	—			—			—
June 30, 2019	$	423.0		$	236.3		$	186.7

Revenues increased by $13.5 million, a 3% increase from the 2018 fiscal quarter.


•	Organic enrollment increased during the 2019 fiscal quarter by 6%, increasing revenues by $25.0 million.


•	Revenue represented 42% of our consolidated total revenues for the 2019 fiscal quarter compared to 40% for the 2018 fiscal quarter.

Adjusted EBITDA increased by $2.5 million, a 1% increase from the 2018 fiscal quarter.


•	Foreign exchange affected the results for the 2019 fiscal quarter, primarily due to the weakening of the Chilean Peso and the Peruvian Nuevo Sol relative to the USD.

Comparison of Andean Results for the Six Months Ended June 30, 2019 to the Six Months Ended June 30, 2018



(in millions)	Revenues			Direct Costs			Adjusted EBITDA
June 30, 2018	$	544.6		$	399.8		$	144.8
Organic enrollment ⁽¹⁾	33.2
Product mix, pricing and timing ⁽¹⁾	20.9
Organic constant currency	54.1			37.4			16.7
Foreign exchange	(36.8		)	(28.8		)	(8.0		)
Acquisitions	—			—			—
Dispositions	—			—			—
Other	—			—			—
June 30, 2019	$	561.9		$	408.4		$	153.5

⁽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 increased by $17.3 million, a 3% increase from the 2018 fiscal period.


•	Organic enrollment increased during the 2019 fiscal period by 6%, increasing revenues by $33.2 million.


•	Revenue represented 34% of our consolidated total revenues for the 2019 fiscal period compared to 33% for the 2018 fiscal period.

Adjusted EBITDA increased by $8.7 million, a 6% increase from the 2018 fiscal period.


•	Foreign exchange affected the results for the 2019 fiscal period due to weakening of the Chilean Peso and the Peruvian Nuevo Sol relative to the USD.

Rest of World

Financial Overview

Comparison of Rest of World Results for the Three Months Ended June 30, 2019 to the Three Months Ended June 30, 2018



(in millions)	Revenues			Direct Costs			Adjusted EBITDA
June 30, 2018	$	61.3		$	53.7		$	7.6
Organic enrollment ⁽¹⁾	8.5
Product mix, pricing and timing ⁽¹⁾	(5.0		)
Organic constant currency	3.5			(0.4		)	3.9
Foreign exchange	(4.2		)	(3.2		)	(1.0		)
Acquisitions	—			—			—
Dispositions	—			—			—
Other	—			—			—
June 30, 2019	$	60.6		$	50.1		$	10.5

Revenues decreased by $0.7 million, a 1% decrease from the 2018 fiscal quarter.


•	Revenue decreases due to product mix, pricing and timing and foreign exchange were largely offset by an increase in organic enrollment during the 2019 fiscal quarter of 15%, which increased revenues by $8.5 million.


•	Revenues represented 6% of our consolidated total revenues for both the 2019 and the 2018 fiscal quarters.

Adjusted EBITDA increased by $2.9 million, a 38% increase from the 2018 fiscal quarter.


•	Foreign exchange affected the results for the 2019 fiscal quarter, primarily due to the weakening of the Australian Dollar relative to the USD.

Comparison of Rest of World Results for the Six Months Ended June 30, 2019 to the Six Months Ended June 30, 2018



(in millions)	Revenues			Direct Costs			Adjusted EBITDA
June 30, 2018	$	113.6		$	103.0		$	10.6
Organic enrollment ⁽¹⁾	14.4
Product mix, pricing and timing ⁽¹⁾	(5.9		)
Organic constant currency	8.5			3.6			4.9
Foreign exchange	(7.4		)	(6.9		)	(0.5		)
Acquisitions	—			—			—
Dispositions	—			—			—
Other	—			—			—
June 30, 2019	$	114.7		$	99.7		$	15.0

Revenues increased by $1.1 million, a 1% increase from the 2018 fiscal period.


•	Organic enrollment increased during the 2019 fiscal period by 13%, increasing revenues by $14.4 million.


•	Revenues represented 7% of our consolidated total revenues for both the 2019 and the 2018 fiscal periods.

Adjusted EBITDA increased by $4.4 million, a 42% increase from the 2018 fiscal period.


•	Foreign exchange affected the results for the 2019 fiscal period, primarily due to the weakening of the Australian Dollar relative to the USD.

Online & Partnerships

Financial Overview

Comparison of Online & Partnerships Results for the Three Months Ended June 30, 2019 to the Three Months Ended June 30, 2018



(in millions)	Revenues			Direct Costs			Adjusted EBITDA
June 30, 2018	$	165.0		$	119.6		$	45.4
Organic enrollment ⁽¹⁾	1.6
Product mix, pricing and timing ⁽¹⁾	(6.9		)
Organic constant currency	(5.3		)	(9.8		)	4.5
Foreign exchange	—			—			—
Acquisitions	—			—			—
Dispositions	—			—			—
Other	—			—			—
June 30, 2019	$	159.7		$	109.8		$	49.9

⁽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 $5.3 million, a 3% decrease from the 2018 fiscal quarter.


•	Organic enrollment increased revenues by $1.6 million during the 2019 fiscal quarter attributable to organic growth at Walden University, partially offset by a decrease in organic enrollment at the University of Liverpool and the University of Roehampton as we no longer accept new enrollments at those institutions.


•	Revenues represented 16% of our consolidated total revenues for both the 2019 and the 2018 fiscal quarters.

Adjusted EBITDA increased by $4.5 million, a 10% increase compared to the 2018 fiscal quarter, primarily due to reduced marketing expenses.

Comparison of Online & Partnerships Results for the Six Months Ended June 30, 2019 to the Six Months Ended June 30, 2018



(in millions)	Revenues			Direct Costs			Adjusted EBITDA
June 30, 2018	$	333.0		$	242.6		$	90.4
Organic enrollment ⁽¹⁾	(1.4		)
Product mix, pricing and timing ⁽¹⁾	(10.1		)
Organic constant currency	(11.5		)	(19.5		)	8.0
Foreign exchange	—			—			—
Acquisitions	—			—			—
Dispositions	—			—			—
Other	—			—			—
June 30, 2019	$	321.5		$	223.1		$	98.4

⁽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 $11.5 million, a 3% decrease from the 2018 fiscal period.


•	Organic enrollment decreased during the 2019 fiscal period by 2%, decreasing revenues by $1.4 million. This decrease was attributable to a decrease in organic enrollment at the University of Liverpool and the University of Roehampton as we no longer accept new enrollments at those institutions, partially offset by organic growth at Walden University.


•	Revenues represented 20% of our consolidated total revenues for both the 2019 and the 2018 fiscal periods.

Adjusted EBITDA increased by $8.0 million, a 9% increase compared to the 2018 fiscal period, primarily due to reduced marketing expenses.

Corporate

Corporate revenues represent amounts from our consolidated joint venture with the University of Liverpool, as well as centralized IT costs charged to various segments, offset by the elimination of intersegment revenues.

Operating results for Corporate for the three months ended June 30, 2019 and 2018:



							% Change
							Better/(Worse)
(in millions)	2019			2018			2019 vs. 2018
Revenues	$	(1.1	)	$	(3.9	)	72	%
Expenses	39.1			35.5			(10	)%
Adjusted EBITDA	$	(40.2	)	$	(39.4	)	(2	)%

Comparison of Corporate Results for the Three Months Ended June 30, 2019 to the Three Months Ended June 30, 2018

Adjusted EBITDA decreased by $0.8 million, a 2% decrease from the 2018 fiscal quarter.


•	Labor costs and other professional fees decreased by $8.6 million for the 2019 fiscal quarter compared to the 2018 fiscal quarter.


•	Other items accounted for a decrease in Adjusted EBITDA of $9.4 million. This decrease is almost entirely attributable to the year-over-year impact of the resolution of an earnout liability during 2018 that was related to the 2014 acquisition of Monash South Africa; the reversal of the earnout liability increased Adjusted EBITDA during the 2018 fiscal quarter.

Operating results for Corporate for the six months ended June 30, 2019 and 2018:



							% Change
							Better/(Worse)
(in millions)	2019			2018			2019 vs. 2018
Revenues	$	(0.6	)	$	(5.7	)	89	%
Expenses	76.2			76.3			—	%
Adjusted EBITDA	$	(76.8	)	$	(82.0	)	6	%

Comparison of Corporate Results for the Six Months Ended June 30, 2019 to the Six Months Ended June 30, 2018

Adjusted EBITDA increased by $5.2 million, a 6% increase from the 2018 fiscal quarter.


•	Labor costs and other professional fees decreased expenses by $15.5 million for the 2019 fiscal period compared to the 2018 fiscal period.


•	Other items accounted for a decrease in Adjusted EBITDA of $10.3 million. This decrease is almost entirely attributable to the year-over-year impact of the resolution of an earnout liability during 2018 that was related to the 2014 acquisition of Monash South Africa; the reversal of the earnout liability increased Adjusted EBITDA during the 2018 fiscal period.

Liquidity and Capital Resources

Liquidity Sources

We anticipate that cash flow from operations and available cash will be sufficient to meet our current operating requirements for at least the next 12 months from the date of issuance of this report.

Our primary source of cash is revenue from tuition charged to students in connection with our various education program offerings. The majority of our students finance the cost of their own education and/or seek third-party financing programs. We anticipate generating sufficient cash flow from operations in the majority of countries where we operate to satisfy the working capital and financing needs of our organic growth plans for each country. 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 June 30, 2019, our secondary source of liquidity was cash and cash equivalents of $236.4 million, which does not include $124.4 million of cash recorded at subsidiaries that are classified as held for sale at June 30, 2019. Our cash accounts are maintained with high-quality financial institutions with no significant concentration in any one institution.

Sale Transactions

On February 1, 2019, we completed the sale of St. Augustine and received net proceeds of approximately $346.4 million (approximately $301.8 million net of cash sold). The Company used $340.0 million of the net proceeds to repay a portion of the 2024 Term Loan, with the remaining proceeds utilized to repay borrowings outstanding under our revolving credit facility.

On February 12, 2019, we completed the sale of our Thailand operations. The total purchase price was approximately $35.3 million, resulting in net proceeds of approximately $27.9 million. Of the $27.9 million in net proceeds, $23.7 million (approximately $20.3 million net of cash sold) was received at closing; the balance of $4.2 million will be payable upon satisfaction of certain post-closing requirements.

On April 8, 2019, we completed the sale of our institution in South Africa, Monash South Africa, as well as the sale of the real estate associated with that institution. Including working capital adjustments, the Company received approximately $9.0 million from the buyer, which approximated the amount of cash sold with the business.

On May 9, 2019, we completed the sale of our operations in India for net proceeds of approximately $144.6 million (approximately $76.2 million net of cash sold) after the payment to the 10% minority owners, transaction fees and taxes. The Company used the proceeds to repay a portion of the 2024 Term Loan.

On May 31, 2019, we completed the sale of our institutions in Spain and Portugal and received net proceeds of approximately $908.0 million (approximately $762.0 million net of cash sold). The Company used the net proceeds to repay indebtedness, including full repayment of the remaining balance outstanding under the 2024 Term Loan. Additionally, the buyer assumed debt of approximately $109.0 million.

Liquidity Restrictions

Our liquidity is affected by restricted cash balances, which totaled $188.9 million and $201.3 million as of June 30, 2019 and December 31, 2018, respectively.

Indefinite Reinvestment of Foreign Earnings

We earn a significant portion of our income from subsidiaries located in countries outside the United States. As part of our business strategies, we have determined that, except for one of our institutions in Peru, all earnings from our foreign continuing operations will be deemed indefinitely reinvested outside of the United States. As of June 30, 2019, $228.2 million of our total $236.4 million of cash and cash equivalents were held by foreign subsidiaries, including $69.7 million held by VIEs. These amounts above do not include $124.4 million of cash recorded at subsidiaries that are classified as held for sale at June 30, 2019, of which $122.1 million was held by foreign subsidiaries. As of December 31, 2018, $327.9 million of our total $388.5 million of cash and cash equivalents were held by foreign subsidiaries, including $158.4 million held by VIEs. These amounts above do not include $216.4 million of cash recorded at subsidiaries that were classified as held for sale at December 31, 2018, of which $208.4 million was held by foreign subsidiaries. The VIEs' cash and cash equivalents balances are generally required to be used only for the operations of these VIEs.

Liquidity Requirements

Our short-term liquidity requirements include: funding for debt service (including finance leases); operating lease obligations; payments due to shareholders of acquired companies; payments of deferred compensation; working capital; operating expenses; payments of third-party obligations; capital expenditures; and business development activities.

Long-term liquidity requirements include: payments on long-term debt (including finance leases); operating lease obligations; payments of long-term amounts due to shareholders of acquired companies; payments of deferred compensation; and payments of third-party obligations.

Debt

As of June 30, 2019, senior long-term borrowings totaled $814.5 million and consisted of $14.5 million under the Senior Secured Credit Facility that matures in April 2022 and $800.0 million in Senior Notes due 2025 that mature in May 2025.

As of June 30, 2019, other debt balances totaled $531.9 million and our finance lease obligations were $83.1 million. Other debt includes lines of credit and short-term borrowing arrangements of subsidiaries, mortgages payable and notes payable.

Approximately $66.4 million of long-term debt, including the current portion, is included in the held-for-sale liabilities recorded on the consolidated balance sheet as of June 30, 2019. For further description of the held-for-sale amounts see Note 4, Discontinued Operations and Assets Held for Sale, in our consolidated financial statements included elsewhere in this Form 10-Q.

Senior Secured Credit Facility

As of June 30, 2019, the outstanding balance under our Senior Secured Credit Facility was $14.5 million, which consisted entirely of the balance outstanding under our $385.0 million senior secured revolving credit facility. As described above, during the second quarter of 2019, the Company used proceeds from the sales of discontinued operations to fully repay the outstanding balance under the 2024 Term Loan. As of December 31, 2018, the outstanding balance under our Senior Secured Credit Facility was $1,321.6 million, which consisted of $93.5 million outstanding under our $385.0 million senior secured revolving credit facility and an aggregate outstanding balance of $1,228.1 million, net of a debt discount, under the 2024 Term Loan.

Senior Notes

As of both June 30, 2019 and December 31, 2018, the outstanding balance under our Senior Notes due 2025 was $800.0 million.

Covenants

Under our Second Amended and Restated Credit Agreement we are subject to a Consolidated Senior Secured Debt to Consolidated EBITDA financial maintenance covenant, as defined in the Second Amended and Restated Credit Agreement, unless certain conditions are satisfied. As of June 30, 2019, these conditions were satisfied and, therefore, we were not subject to the leverage ratio covenant. The maximum ratio, as defined, is 3.50x as of June 30, 2019 and thereafter. In addition, notes payable at some of our locations contain financial maintenance covenants.

Leases

We conduct a significant portion of our operations from leased facilities. These facilities include our corporate headquarters, other office locations, and many of our higher education facilities. As discussed in Note 10, Leases, in our consolidated financial statements included elsewhere in this Form 10-Q, we have significant liabilities recorded related to our leased facilities, which will require future cash payments.

Due to Shareholders of Acquired Companies

One method of payment for acquisitions is the use of promissory notes payable to the sellers of acquired companies. As of June 30, 2019 and December 31, 2018, we recorded $35.9 million and $45.4 million, respectively, for these liabilities. See also Note 6, Due to Shareholders of Acquired Companies, in our consolidated financial statements included elsewhere in this Form 10-Q.

Capital Expenditures

Capital expenditures consist of purchases of property and equipment and expenditures for deferred costs. Our capital expenditure program is a component of our liquidity and capital management strategy. This program includes discretionary spending, which we can adjust in response to economic and other changes in our business environment, to grow our network through the following: (1) capacity expansion at institutions to support enrollment growth; (2) new campuses for institutions in our existing markets; (3) information technology to increase efficiency and controls; and (4) online content development. Our non-discretionary spending includes the maintenance of existing facilities. We typically fund our capital expenditures through cash flow from operations and external financing. In the event that we are unable to obtain the necessary funding for capital expenditures, our long-term growth strategy could be significantly affected. 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 for our continuing and discontinued operations, excluding receipts from the sale of subsidiaries and property equipment, were $70.8 million and $101.5 million during the six months ended June 30, 2019, and 2018, respectively. The 30% decrease in capital expenditures for the 2019 fiscal period compared to the 2018 fiscal period was driven by lower spending in Peru, Costa Rica and Brazil due to significant capital expenditures made in prior periods to launch several new campuses in these geographies, as well as reduced equipment expenditures in Peru and Mexico combined with reduced capital expenditures as a result of divestitures.

Derivatives

In the normal course of business, our operations are exposed to fluctuations in foreign currency values and interest rate changes. We mitigate a portion of these risks through a risk-management program that includes the use of derivatives. For further information on our derivatives, see Note 15, Derivative Instruments, in our consolidated financial statements included elsewhere in this Form 10-Q.

Redeemable Noncontrolling Interests and Equity

In connection with certain acquisitions, we have entered into put/call arrangements with certain minority shareholders, and we may be required or elect to purchase additional ownership interests in the associated entities within a specified timeframe. In certain cases, call rights may contain minimum payment provisions. If we exercise such call rights, or negotiate the purchase of additional ownership interests, the consideration required could be higher than the estimated put values.

Stock Repurchase Program

In July 2019, the Company's board of directors approved a new stock repurchase program to acquire up to $150.0 million of the Company’s Class A common stock. 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 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 intends to finance the repurchases with operating cash flows and excess cash and liquidity on hand.

Cash Flows

In the consolidated statements of cash flows, the changes in operating assets and liabilities are presented excluding the effects of exchange rate changes, acquisitions, and reclassifications, as these effects do not represent operating cash flows. Accordingly, the amounts in the consolidated statements of cash flows do not agree with the changes of the operating assets and liabilities as presented in the consolidated balance sheets. 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 each of the six months ended June 30, 2019 and 2018:



(in millions)	2019			2018
Cash provided by (used in):
Operating activities	$	32.5		$	1.8
Investing activities	1,102.4			264.3
Financing activities	(1,396.1		)	(393.1		)
Effects of exchange rates changes on cash	8.7			3.8
Change in cash included in current assets held for sale	88.1			14.1
Net change in cash and cash equivalents and restricted cash	$	(164.4	)	$	(109.1	)

Comparison of Cash Flows for the Six Months Ended June 30, 2019 to the Six Months Ended June 30, 2018

Operating Activities

Cash provided by operating activities increased by $30.7 million to $32.5 million for the 2019 fiscal period from $1.8 million for the 2018 fiscal period. This increase in operating cash was primarily due to a decrease in cash paid for taxes of $24.7 million, from $83.2 million for the 2018 fiscal period, which included approximately $34.5 million of payments to the Spanish Tax Authorities, to $58.5 million for the 2019 fiscal period. Cash paid for interest decreased by $10.4 million, from $126.2 million for the 2018 fiscal period to $115.8 million for the 2019 fiscal period, due to decreased interest attributable to lower average debt balances resulting from reductions in debt principal balances. In addition, changes in operating assets and liabilities and other working capital accounted for an increase in operating cash of $3.8 million. These increases in operating cash flows were partially offset by a cash payment of $8.2 million during the 2019 fiscal period to settle cross currency and interest rate swaps in Chile, as discussed in Note 15, Derivative Instruments, in our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Investing Activities

Cash provided by investing activities increased by $838.1 million to $1,102.4 million for the 2019 fiscal period from $264.3 million for the 2018 fiscal period. This increase is primarily attributable to: (1) higher cash receipts from the sales of discontinued operations of $786.7 million, from $374.7 million during the 2018 fiscal period (for the sales of our operations in Cyprus, Italy, China, Germany and Morocco) to $1,161.4 million during the 2019 fiscal period (for the sales of our St. Augustine, Thailand, South Africa, India, Spain and Portugal operations); (2) a decrease in capital expenditures of $30.7 million; and (3) a year-over-year change in cash from derivative settlements for the sale transactions of $22.9 million, related to the foreign exchange swap agreements associated with the sale of the Cyprus and Italy institutions during the 2018 fiscal period and the Spain and Portugal institutions during the 2019 fiscal period. Partially offsetting these increases in investing cash flows was a payment of $1.2 million during the 2019 fiscal period for a small acquisition in Brazil. Other items accounted for the remaining change of $1.0 million.

Financing Activities

Cash used in financing activities increased by $1,003.0 million to $1,396.1 million for the 2019 fiscal period from $393.1 million for the 2018 fiscal period. This increase in financing cash outflow was primarily attributable to higher net payments of long-term debt during the 2019 fiscal period as compared to the 2018 fiscal period of $996.6 million, as well as higher payments for debt issuance costs and redemption and call premiums during the 2019 fiscal period than in the 2018 fiscal period of $5.6 million, which was mostly related to a debt repayment in Chile. Payments of deferred price for acquisitions were also higher during the 2019 fiscal period versus the 2018 fiscal period by $6.2 million, due primarily to the full repayment of the St. Augustine seller note. In addition, payments to purchase noncontrolling interest were higher by $5.7 million, primarily attributable to the payment made during the 2019 fiscal period to acquire the remaining 10% noncontrolling interest of one of our operations in India, immediately prior to the sale of those operations. These increases in financing cash outflow were partially offset by a $11.1 million reduction in dividend payments for the Series A Preferred Stock (no further dividend payments were required following the April 23, 2018 conversion of the Series A Preferred Stock into Class A common stock).

Critical Accounting Policies and Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. Our significant accounting policies are discussed in Note 2, Significant Accounting Policies, of the audited consolidated financial statements included in our 2018 Form 10-K. Our critical accounting policies require the most significant judgments and estimates about the effect of matters that are inherently uncertain. As a result, these accounting policies and estimates could materially affect our financial statements and are critical to the understanding of our results of operations and financial condition. For a complete discussion of our critical accounting policies, see the “Critical Accounting Policies and Estimates” section of the MD&A in our 2018 Form 10-K. During the six months ended June 30, 2019, there were no significant changes to our critical accounting policies.

Recently Issued Accounting Standards

Refer to Note 2, Significant Accounting Policies, in our consolidated financial statements included elsewhere in this Form 10-Q for recently issued accounting standards.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For information regarding our exposure to certain market risks, see Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in our 2018 Form 10-K. There have been no significant changes in our market risk exposures since our December 31, 2018 fiscal year end.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (‘‘CEO’’) and Chief Financial Officer (‘‘CFO’’), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the ‘‘Exchange Act’’)), as of the end of the period covered by this Quarterly Report on Form 10-Q. The purpose of disclosure controls and procedures is to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including our CEO and CFO, to allow timely decisions regarding required disclosures. Based on that evaluation, our CEO and CFO have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal control over financial reporting during the fiscal quarter ended June 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Please refer to Part I, ‘‘Item 3. Legal Proceedings’’ in our 2018 Form 10-K and Part II, “Item 1. Legal Proceedings” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 for information regarding material pending legal proceedings. Except as set forth therein and below, there have been no new material legal proceedings and no material developments in the legal proceedings previously disclosed.

On April 11, 2019, the Seventh Judicial Circuit in and for St. Johns County, Florida formally entered judgment in the Hemingway et al. v. University of St. Augustine for Health Sciences, Inc. matter, a case filed against our former institution, University of St. Augustine for Health Sciences, LLC (“USAHS”), relating to matters arising before we acquired that institution in November 2013. On May 31, 2019, the parties settled the lawsuit, without cost to us. On June 9, 2019, the court dismissed a second suit against USAHS, Johnson v. University of St. Augustine for Health Sciences, LLC. This suit involved several groups of current and former students who filed separate lawsuits related to misrepresentation in advertising the Master of Orthopedic Physician's Assistant Program.

On June 10, 2019, the Supreme People’s Court of the People’s Republic of China affirmed the judgment of the Higher Court of Hunan Province in favor of current and former Laureate affiliates and dismissed an appeal filed by an heir of Chen Zhengxian, a minority shareholder in our former network institution in China, Hunan International Economics University (“HIEU”). Mr. Zhengxian had commenced civil proceedings against LEI Lie Ying Limited and Steven Lin (a former Laureate employee) seeking return of a capital contribution of RMB 172 million and for loss of interest of RMB 28 million or the distribution of dividends in an equivalent amount. Mr. Zhengxian’s heir, Mr. Zheng Ziban, has six months to apply to the Supreme People’s Court for a retrial of the case.

On June 10, 2019, the Supreme People’s Court of the People’s Republic of China affirmed the judgment of the Higher Court of Hunan Province in favor of current and former Laureate affiliates and dismissed an appeal filed by Guangdong Nanbo Education Investment Co Ltd, a minority shareholder in the HIEU group. Guangdong Nanbo Education Investment Co Ltd had commenced civil proceedings against LEI Lie Ying Limited (as majority shareholder) and Laureate Shanghai alleging the invalidity of service agreements entered into between HIEU and Laureate Shanghai and the infringement by LEI Lie Ying Limited of HIEU’s interests, seeking the repayment of RMB 265 million fees paid under those agreements. Guangdong Nanbo Education Investment Co Ltd has six months to apply to the Supreme People’s Court for a retrial of the case.

Item 1A. Risk Factors

There have been no material changes in the Risk Factors included in Item 1A of our 2018 Form 10-K.

Item 6. Exhibits

(a) Exhibits filed with this report or, where indicated, previously filed and incorporated by reference:



Exhibit No.	Exhibit Description	Form	File Number	Exhibit Number	Filing Date
2.1#	Amended and Restated Sale and Purchase Agreement, dated as of November 22, 2017 and amended and restated on January 11, 2018, by and among LEI European Investments B.V., Laureate International B.V. and Galileo Global Education Luxco S.À R.L.	10-K	001-38002	2.7	03/20/2018
2.2#	Sale and Purchase Agreement, dated April 12, 2018, among LEI European Investments B.V., Laureate International B.V. and Global University Systems Germany B.V.	8-K	001-38002	2.1	04/18/2018
2.3#	Asset Purchase Agreement, dated January 15, 2018, among Kendall College, LLC, The Dining Room at Kendall NFP, National Louis University and Laureate Education, Inc.	8-K	001-38002	2.1	08/07/2018
2.4#	Membership Interest Purchase Agreement, dated April 24, 2018, by and among Laureate Education, Inc., Exeter Street Holdings, LLC, University of St. Augustine for Health Sciences, LLC and University of St. Augustine Acquisition Corp.	10-Q	001-38002	2.4	08/09/2018
2.5#	Sale and Purchase Agreement, dated December 12, 2018, by and among Iniciativas Culturales de España S.L., Laureate I B.V. and Samarinda Investments, S.L.	10-K	001-38002	2.5	02/28/2019
3.1	Amended and Restated Certificate of Incorporation	S‑1/A	333‑207243	3.1	01/31/2017
3.2	Amended and Restated Bylaws	S‑1/A	333‑207243	3.2	01/31/2017
3.3	Certificate of Retirement of Convertible Redeemable Preferred Stock, Series A	8-K	001-38002	3.1	07/20/2018
4.1	Indenture, dated as of April 21, 2017, between Laureate Education, Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee, governing the 9.250% Replacement Senior Notes due 2019	8-K	001-38002	4.1	04/27/2017
4.2	Form of Global Note governing the 9.250% Replacement Senior Notes due 2019 (included as Exhibit A to Exhibit 4.1)	8-K	001-38002	4.1	04/27/2017
4.3	Indenture, dated as of April 26, 2017, by and among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee, governing the 8.250% Senior Notes due 2025	8-K	001-38002	4.3	04/27/2017
4.4	Form of 8.250% Senior Note due 2025 (included as Exhibit A to Exhibit 4.3)	8-K	001-38002	4.3	04/27/2017
10.1†	2007 Stock Incentive Plan for Key Employees of Laureate Education, Inc. and its Subsidiaries	S‑1/A	333‑207243	10.31	11/20/2015
10.2†	2007 Stock Incentive Plan Form of Stock Option Agreement, as amended on August 31, 2010	S‑1/A	333‑207243	10.32	11/20/2015
10.3†	2013 Long-Term Incentive Plan Form of Stock Option Agreement effective as of September 11, 2013	S‑1/A	333‑207243	10.34	11/20/2015
10.4†	Laureate Education, Inc. Deferred Compensation Plan, as amended and restated effective January 1, 2009	S‑1/A	333‑207243	10.35	11/20/2015
10.5†	Form of Management Stockholder’s Agreement for equityholders	S‑1/A	333‑207243	10.36	11/20/2015
10.6†	Employment Offer Letter, dated July 21, 2008, between Laureate Education, Inc. and Eilif Serck‑Hanssen	S‑1/A	333‑207243	10.40	11/20/2015
10.7†	Amendment to Employment Offer Letter, dated December 9, 2010, between Laureate Education, Inc. and Eilif Serck‑Hanssen	S‑1/A	333‑207243	10.41	11/20/2015
10.8†	Time‑Based Restricted Stock Agreement, effective August 5, 2008, between Laureate Education, Inc. and Eilif Serck‑Hanssen	S‑1/A	333‑207243	10.42	11/20/2015
10.9†	Form of Time‑Based Restricted Stock Units Agreement, for grants from and after September 11, 2013	S‑1/A	333‑207243	10.43	11/20/2015



Exhibit No.	Exhibit Description	Form	File Number	Exhibit Number	Filing Date
10.10	Master Service and Confidentiality Agreement, dated April 28, 2014, by and between Laureate Education, Inc. and Accenture LLP	S‑1/A	333‑207243	10.45	11/20/2015
10.11‡	System Wide Master Agreement, dated April 10, 2015, between Blackboard Inc. and Laureate Education, Inc.	S‑1/A	333‑207243	10.46	11/20/2015
10.12†	Form of Stockholders’ Agreement for Entity‑Appointed Directors	S‑1/A	333‑207243	10.47	11/20/2015
10.13†	Form of Stockholders’ Agreement for Individual Directors	S‑1/A	333‑207243	10.48	11/20/2015
10.14†	2013 Long-Term Incentive Plan Form of Restricted Stock Units Agreement	S‑1/A	333‑207243	10.49	11/20/2015
10.15†	2013 Long-Term Incentive Plan Form of Performance Share Units Agreement	S‑1/A	333‑207243	10.50	11/20/2015
10.16	Form of Laureate Education, Inc. Note Exchange Agreement dated as of April 15, 2016	S‑1/A	333‑207243	10.53	05/20/2016
10.17†	Executive Retention Agreement, dated February 25, 2016, by and between Ricardo Berckemeyer and Laureate Education, Inc., effective as of September 1, 2015	S‑1/A	333‑207243	10.54	05/20/2016
10.18†	2013 Long‑Term Incentive Plan Form of Performance Share Units Agreement for 2016 for Named Executive Officers	S‑1/A	333‑207243	10.55	05/20/2016
10.19†	2013 Long‑Term Incentive Plan Form of Performance Share Units Agreement for 2016	S‑1/A	333‑207243	10.56	05/20/2016
10.20†	2013 Long‑Term Incentive Plan Form of Stock Option Agreement for 2016 for Named Executive Officers	S‑1/A	333‑207243	10.57	05/20/2016
10.21†	2013 Long‑Term Incentive Plan Form of Stock Option Agreement for 2016	S‑1/A	333‑207243	10.58	05/20/2016
10.22†	2013 Long‑Term Incentive Plan Form of Restricted Stock Units Agreement for 2016 for Named Executive Officers	S‑1/A	333‑207243	10.59	05/20/2016
10.23†	2013 Long‑Term Incentive Plan Form of Restricted Stock Units Agreement for 2016	S‑1/A	333‑207243	10.60	05/20/2016
10.24	Subscription Agreement, dated as of December 4, 2016, by and among Laureate Education, Inc., Macquarie Sierra Investment Holdings Inc., and each of the other Persons listed on Schedule A and Schedule B thereto.	S‑1/A	333‑207243	10.63	12/15/2016
10.25	Registration Rights Agreement by and among Laureate Education, Inc., each of the Investors set forth on Schedule A thereto, Douglas L. Becker and Wengen Alberta, Limited Partnership	10-K	001-38002	10.29	03/20/2018
10.26	Investors’ Stockholders Agreement by and among Laureate Education, Inc., Wengen Alberta, Limited Partnership and the Investors set forth on Schedule A thereto	10-K	001-38002	10.30	03/20/2018
10.27	Exchange and Registration Rights Agreement, dated as of December 30, 2016, among Laureate Education, Inc., the guarantors listed on the signature pages thereto and the initial holders listed on the signature pages thereto	S‑1/A	333‑207243	10.69	01/10/2017
10.28†	2013 Long‑Term Incentive Plan Form of Restricted Stock Units Agreement for October 2016	S‑1/A	333‑207243	10.70	01/10/2017
10.29†	2013 Long‑Term Incentive Plan Form of Performance Share Units Agreement for Named Executive Officers for October 2016	S‑1/A	333‑207243	10.71	01/10/2017
10.30†	2013 Long‑Term Incentive Plan Form of Performance Share Units Agreement for October 2016	S‑1/A	333‑207243	10.72	01/10/2017
10.31†	Form of Cash Long‑Term Incentive Plan Agreement	S‑1/A	333‑207243	10.73	01/10/2017
10.32	Amended and Restated Securityholders Agreement by and among Wengen Alberta, Limited Partnership, Laureate Education, Inc. and the other parties thereto	8‑K	001‑38002	10.1	02/06/2017



Exhibit No.	Exhibit Description	Form	File Number	Exhibit Number	Filing Date
10.33	Amended and Restated Registration Rights Agreement by and among Wengen Alberta, Limited Partnership, Wengen Investments Limited, Laureate Education, Inc. and the other parties thereto	8‑K	001‑38002	10.2	02/06/2017
10.34†	Amendment to the 2007 Stock Incentive Plan for Key Employees of Laureate Education, Inc. and its Subsidiaries	10-K	001-38002	10.76	03/29/2017
10.35	Form of Confirmation Letter, dated April 21, 2017, between Laureate Education, Inc. and the other party thereto	8-K	001-38002	10.1	04/27/2017
10.36	Seventh Amendment to Amended and Restated Credit Agreement, Amendment to Security Documents, and Release of Foreign Obligations and Certain Credit Parties, dated April 26, 2017, among Laureate Education, Inc., Iniciativas Culturales de España S.L., as the foreign subsidiary borrower, certain domestic subsidiaries of Laureate Education, Inc., Citibank, N.A., as administrative agent and collateral agent, certain financial institutions, and others party thereto	10-Q	001-38002	10.81	05/11/2017
10.37	Second Amended and Restated Credit Agreement, dated as of April 26, 2017, among Laureate Education, Inc., the lending institutions party thereto from time to time, and Citibank, N.A., as administrative agent and collateral agent	10-Q	001-38002	10.82	05/11/2017
10.38	Amended and Restated Guarantee, dated as of April 26, 2017, by Laureate Education, Inc. and certain domestic subsidiaries of Laureate Education, Inc. party thereto from time to time, as guarantors, in favor of Citibank, N.A., as collateral agent	10-Q	001-38002	10.83	05/11/2017
10.39	Amended and Restated Pledge Agreement, dated as of April 26, 2017, among Laureate Education, Inc. and certain domestic subsidiaries of Laureate Education, Inc. party thereto from time to time, as pledgors, and Citibank, N.A., as collateral agent	10-Q	001-38002	10.84	05/11/2017
10.40	Amended and Restated Security Agreement, dated as of April 26, 2017, among Laureate Education, Inc. and certain domestic subsidiaries of Laureate Education, Inc. party thereto from time to time, as grantors, and Citibank, N.A., as collateral agent	10-Q	001-38002	10.85	05/11/2017
10.41	Second Amended and Restated Collateral Agreement, dated as of April 26, 2017, between Walden University, LLC, certain other domestic subsidiaries of Laureate Education, Inc. from time to time, and Citibank, N.A., as collateral agent	10-Q	001-38002	10.86	05/11/2017
10.42†	Laureate Education, Inc. Amended and Restated 2013 Long-Term Incentive Plan	8-K	001-38002	10.1	06/20/2017
10.43†	Amended and Restated 2013 Long‑Term Incentive Plan Form of Annual Performance Share Units Notice and Agreement for 2017	10-Q	001-38002	10.51	08/08/2017
10.44†	Amended and Restated 2013 Long‑Term Incentive Plan Form of Performance-based Stock Option Agreement for 2017	10-Q	001-38002	10.52	08/08/2017
10.45†	Amended and Restated 2013 Long‑Term Incentive Plan Form of Time-based Stock Option Agreement for 2017	10-Q	001-38002	10.53	08/08/2017
10.46†	Amended and Restated 2013 Long‑Term Incentive Plan Form of Restricted Stock Units Notice and Agreement for 2017	10-Q	001-38002	10.54	08/08/2017
10.47†	Amended and Restated 2013 Long‑Term Incentive Plan Form of Performance Share Units Notice and Agreement for 2017	10-Q	001-38002	10.55	08/08/2017
10.48†	Amended and Restated 2013 Long‑Term Incentive Plan Form of Performance-based Stock Option Agreement for 2017 for Certain Executives	10-Q	001-38002	10.56	08/08/2017
10.49†	Amended and Restated 2013 Long‑Term Incentive Plan Form of Time-based Stock Option Agreement for 2017 for Certain Executives	10-Q	001-38002	10.57	08/08/2017



Exhibit No.	Exhibit Description	Form	File Number	Exhibit Number	Filing Date
10.50†	Amended and Restated 2013 Long‑Term Incentive Plan Form of Restricted Stock Units Notice and Agreement for 2017 for Certain Executives	10-Q	001-38002	10.58	08/08/2017
10.51†	Form of 2017-2018 Laureate Executive Cash Long-Term Bonus Plan for Certain Executives	10-Q	001-38002	10.59	08/08/2017
10.52†	Employment Offer Letter, dated August 15, 2017, between Laureate Education, Inc. and Victoria Silbey	10-Q	001-38002	10.61	11/08/2017
10.53†	Form of Stock Option Agreement with exercise price of $18.36 for certain executives	10-Q	001-38002	10.64	11/08/2017
10.54†	Form of Stock Option Agreement with exercise price of $21.00 for certain executives	10-Q	001-38002	10.65	11/08/2017
10.55	First Amendment to Second Amended and Restated Credit Agreement, dated as of February 1, 2018 among Laureate Education, Inc., Citibank, N.A., as administrative agent and collateral agent, the other parties and financial institutions party thereto	8-K	001-38002	10.1	02/01/2018
10.56†	Employment Offer Letter, dated November 6, 2017, between Laureate Education, Inc. and Jean-Jacques Charhon	10-K	001-38002	10.67	03/20/2018
10.57†	Transitional Employment Agreement, effective as of November 9, 2017, between Paula Singer and Laureate Education, Inc.	10-K	001-38002	10.68	03/20/2018
10.58	Stock Option Agreement, dated as of January 2, 2018, between Jean-Jacques Charhon and Laureate Education, Inc.	10-Q	001-38002	10.71	05/09/2018
10.59†	Employment Offer Letter, dated May 3, 2018, between Timothy Grace and Laureate Education, Inc.	10-Q	001-38002	10.72	08/09/2018
10.60†	Amended and Restated International Letter of Assignment, dated July 12, 2017, between Neel Broker and Laureate Education, Inc.	10-K	001-38002	10.73	02/28/2019
10.61†	Addendum, dated December 18, 2018, to the Amended and Restated International Letter of Assignment between Neel Broker and Laureate Education, Inc.	10-K	001-38002	10.74	02/28/2019
10.62*†	Form of 2019 Annual Incentive Plan
10.63*†	Laureate Education, Inc. Severance Policy for Executives
10.64*†	Form of Director Indemnity Agreement
10.65*†	Separation Agreement, dated July 14, 2019, between Ricardo Berckemeyer and Laureate Education, Inc., effective as of July 15, 2019
10.66*†	Separation Agreement and General Release, dated July 25, 2019, between Jose Roberto Loureiro and Laureate Education, Inc., effective as of July 29, 2019
21.1*	List of Subsidiaries of the Registrant
31.1*	Certification pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002
31.2*	Certification pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002
32*	Certifications pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002



Exhibit No.	Exhibit Description	Form	File Number	Exhibit Number	Filing Date
Ex. 101.SCH*	XBRL Taxonomy Extension Schema Document
Ex. 101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
Ex. 101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
Ex. 101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
Ex. 101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document

*	Filed herewith.
#	Laureate Education, Inc. hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to such agreement to the U.S. Securities and Exchange Commission upon request.
†	Indicates a management contract or compensatory plan or arrangement.
‡	Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been filed separately with the U.S. Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 8, 2019.

/s/ JEAN-JACQUES CHARHON

Jean-Jacques Charhon

Executive Vice President and Chief Financial Officer

/s/ TAL DARMON

Tal Darmon

Senior Vice President, Chief Accounting Officer

and Global Controller

Exhibit 10.62 2019 Annual Incentive Plan 2019 Annual Incentive Plan Prepared for Jane Doe

2019 Annual Incentive Plan Table of Contents Purpose ...................................................................................................................................................... 3 Incentive Targets ....................................................................................................................................... 3 Summary ................................................................................................................................................... 3 Base Salary ................................................................................................................................................. 4 Performance Periods ................................................................................................................................. 4 How Results Are Measured ....................................................................................................................... 4 Key Performance Results Weights ......................................................................................................... 4 Adjusted EBITDA Factor Table ............................................................................................................... 5 Unlevered Free Cash Flow Factor Table ................................................................................................ 5 Revenue Factor Table ............................................................................................................................ 6 New Enrollment Factor Table ................................................................................................................ 6 Individual Objectives.............................................................................................................................. 6 Timing of Bonus Payments ........................................................................................................................ 7 New Hire ................................................................................................................................................ 7 Internal Transfer/Promotion ................................................................................................................. 7 Termination ........................................................................................................................................... 7 Putting It All Together – How Your Bonus Payment Is Calculated ............................................................ 8 Bonus Calculation Example .................................................................................................................... 8 Additional Information .............................................................................................................................. 9 Acknowledgement..................................................................................................................................... 9 Confidential 2

2019 Annual Incentive Plan Purpose It is the intent of Laureate Education, Inc. (together with its affiliates and subsidiaries, the “Company”) to reward for results. The Annual Incentive Plan (the “Plan”) provides an incentive to participants to maximize results in areas critical to the Company’s success during the current year, and also rewards participants for their individual performance. Incentive Targets The following table contains your targeted bonus amount and your maximum bonus amount (each expressed as a percentage of your base salary). You can earn up to the maximum amount if maximum results are attained by both the Company and you. Bonus Target Maximum Bonus 30% of base salary 60% of base salary $52,500 $105,000 Summary The level of your bonus payment will be based on the results of two components: Business Results Component for [Corporate Employees]: 50% The Business Results component of your bonus payout is comprised of the following factors: 1. Meeting or exceeding Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) threshold amount (30% of the Business Results component); 2. Meeting or exceeding Unlevered Free Cash Flow (Operating Cash Flow – Capex + Interest) threshold amount (30% of the Business Results component); 3. Meeting or exceeding the Revenue threshold amount (20% of the Business Results component); 4. Meeting or exceeding the New Enrollment threshold amount (20% of the Business Results component); and Individual Results Component: 50% 5. Your performance level on your Personal Objectives (100% of the Individual Results component) Adjusted EBITDA Threshold • If the Adjusted EBITDA is less than 90%, no incentive payments will be made to any participant, including you. Internal Controls • It is critical to maintain Company’s position of having no material weaknesses. If you are responsible for any Internal Control(s), your payment under this plan may be reduced if you have a deficiency or material weakness at the end of 2019 as determined by the Laureate Internal Controls organization. Metric Targets Adjusted EBITDA, Unlevered Free Cash Flow, Revenue and New Enrollment are based on total Laureate Education, Inc. ("Laureate") targets. Confidential 3

2019 Annual Incentive Plan Discretion of the Company Notwithstanding anything contrary in this summary, any bonus that you are eligible to receive under the Plan will be subject to the discretion, including the negative discretion, of the Compensation Committee of the Board of Directors of Laureate. Base Salary Bonus calculations under the Plan will be based on a participant’s base salary as of November 1, 2019 if they have been in the same job for the entire year. Please see the sections below titled “New Hire”, “Internal Transfer/Promotion” and “Termination” if you experience any of those changes during the year. Performance Periods The effective performance period for this Plan runs from January 1, 2019 through December 31, 2019 (the “Performance Period”). How Results Are Measured Key Performance Results Weights As previously noted, if the Adjusted EBITDA threshold of 90% ($570,386,351) is not met or exceeded, no payments will be made to any participant. The total bonus payment will be based on Business and Individual components. The following table defines the component factors and assigns the weighting of each: Component Component Factor Factor Definitions Factors Weighting Weighting Laureate’s Adjusted EBITDA results for 2019 versus a target Adjusted EBITDA 30% based on the budgeted 2019 Adjusted EBITDA. Unlevered Free Laureate’s Unlevered Free Cash Flow results for 2019 versus a 30% Cash Flow target based on the budgeted 2019 Unlevered Free Cash Flow. 50% Laureate’s Revenue results for 2019 versus a target based on Revenue 20% Factors the budgeted 2019 Revenue. Laureate's New Enrollment results for 2019 versus a target New Enrollment 20% Business Component Component Business based on the budgeted 2019 New Enrollment. Individual Individual results achieved during 2019 versus objectives as 50% 100% Objectives approved by management at the start of 2019. Individual Individual Component Confidential 4

2019 Annual Incentive Plan Adjusted EBITDA Factor Table Adjusted EBITDA will account for 30% of the Business Results component of your targeted bonus payment potential. Adjusted EBITDA results will be analyzed after the end of the calendar year versus targeted Adjusted EBITDA. To achieve any bonus payment for the Adjusted EBITDA factor of your bonus, and any bonus payment under this Plan, the threshold level of Adjusted EBITDA must be met or exceeded. If that level is achieved, payment for Adjusted EBITDA results will be determined according to the following table: 2019 Adjusted EBITDA Target Performance % Attainment of Adjusted EBITDA for 2019 Bonus Factor Against Plan Target Maximum $697,138,873 110% 200% +10.00% for every incremental 1% in Above Target >$633,762,612 to <$697,138,873 >100% to <110% Adjusted EBITDA above target Target $633,762,612 100% 100% Above -10.00% for every 1% decrease in >$570,386,351 to <$633,762,612 >90% to <100% Threshold Adjusted EBITDA below target Threshold $570,386,351 90% 0% Unlevered Free Cash Flow Factor Table Unlevered Free Cash Flow will account for 30% of the Business Results component of your targeted bonus payment potential. Unlevered Free Cash Flow results will be analyzed after the end of the calendar year versus the targeted Unlevered Free Cash Flow. To achieve any bonus payment for the Unlevered Free Cash Flow factor of your bonus, the threshold level of Unlevered Free Cash Flow must be met or exceeded. If that level is achieved, payment for Unlevered Free Cash Flow results will be determined according to the following table: 2019 Unlevered Free Cash Flow Target Performance % Attainment of Unlevered Free Cash Flow for 2019 Bonus Factor Against Plan Target Maximum $345,578,390 120% 200% +5.00% for every 1% increase in Above Target >$287,981,992 to <$345,578,390 >100% to <120% Unlevered Free Cash Flow above target Target $287,981,992 100% 100% -5.00% for every 1% decrease in Above >$230,385,594 to <$287,981,992 >80% to <100% Unlevered Free Cash Flow below Threshold target Threshold $230,385,594 80% 0% Confidential 5

2019 Annual Incentive Plan Revenue Factor Table Revenue will account for 20% of the Business Results component of your targeted bonus payment potential. Revenue results will be analyzed after the end of the calendar year versus targeted Revenue. To achieve any bonus payment for the Revenue factor of your bonus, the threshold level of Revenue must be met or exceeded. If that level is achieved, payment for Revenue results will be determined according to the following table: 2019 Revenue Target Performance % Attainment of Revenue for 2019 Bonus Factor Against Plan Target Maximum $3,419,069,718 105% 200% +20.00% for every 1% increase Above Target >$3,256,256,874 to <$3,419,069,718 >100% to <105% in Revenue above target Target $3,256,256,874 100% 100% Above -20.00% for every 1% decrease >$3,093,444,030 to <$3,256,256,874 >95% to <100% Threshold in Revenue below target Threshold $3,093,444,030 95% 0% New Enrollment Factor Table New Enrollment will account for 20% of the Business Results component of your targeted bonus payment potential. New Enrollment results will be analyzed after the end of the calendar year versus targeted New Enrollment. To achieve any bonus payment for the New Enrollment factor of your bonus, the threshold level of New Enrollment must be met or exceeded. If that level is achieved, payment for New Enrollment results will be determined according to the following table: 2019 New Enrollment Target Performance Against % Attainment of New Enrollment for 2019 Bonus Factor Plan Target Maximum 525,151 115% 200% +6.67% for every incremental 1% in Above Target >456,653 to <525,151 >100% to <115% New Enrollment above target Target 456,653 100% 100% -6.67% for every 1% decrease in New Above Threshold >388,155 to <456,653 >85% to <100% Enrollment below target Threshold 388,155 85% 0% Individual Objectives Individual objectives make up 50% of your bonus payment for the year. Objectives will be set by each participant and their manager at the start of the year. At the end of the year, 50% of your targeted bonus will be based on the results attained for those objectives. Results for each objective will be rated by your manager, and a final overall percentage between 0% and 200% should be applied by the manager to this portion of the bonus. The system used to plan incentive payments will not accept any percentage above 200%. Confidential 6

2019 Annual Incentive Plan Timing of Bonus Payments Bonuses, if paid at all, are paid once a year as soon as administratively practicable after the Company’s certification of achievement against the metrics outlined above. Furthermore, the timing of bonus payments is contingent on the publication of Laureate’s 2019 audited financials. New Hire Bonuses for Plan participants hired on or after March 1st of the Performance Period will be prorated depending on the date of hire. Those hired prior to March 1st will not have their bonus prorated. For example, someone hired on July 1st would receive a prorated bonus of 184/365ths of their projected bonus. Employees hired after November 1st of any year are ineligible for a bonus payment for that year. Please consult your local HR partners for the new hire date that applies to your country/region. Internal Transfer/Promotion Employees transferring from one bonus-eligible position within the Company to another will have their bonus compensation pro-rated based on their time in each position if the change in position means a change in salary grade and therefore eligibility. An employee who transfers from a bonus-eligible position to other positions within the Company not covered by this Plan will be paid bonus compensation based on the job they are leaving and only for the pro-rated period the employee actually worked in the bonus-eligible position. Termination Employees who leave the Company either voluntarily or involuntarily are not eligible for bonus payments under this Plan. To be eligible for a bonus payment, the participant must be actively employed by the Company on the exact date that the bonuses are paid. Confidential 7

2019 Annual Incentive Plan Putting It All Together – How Your Bonus Payment Is Calculated Targets were set at the start of the calendar year for each bonus plan component. After the end of the period, results are tabulated. If results exceed threshold in a positive manner, and Gatekeepers are met or exceeded, a bonus payment will be calculated using the tables above. Bonus Calculation Example Annual Base Earnings: $175,000 Incentive Target (as % of salary): 30% Annual Bonus Target: $52,500 (30% of $175,000) EBITDA Gatekeepers Met or Exceeded: Yes Business/ Bonus Bonus at Attainment of Multiple Individual Weight Factor Target Factor Result Bonus Result Factor Target Target Factor x Weight Adjusted 30% $7,875 $633,762,612 $621,087,360 98% 80.00% $6,300 EBITDA Unlevered Free Cash 30% $7,875 $287,981,992 $287,981,992 100% 100.00% $7,875 Flow 50% Revenue 20% $5,250 $3,256,256,874 $3,288,819,443 101% 120.00% $6,300 New 20% $5,250 456,653 502,318 110% 166.67% $8,750 Enrollment Individual Individual Goals Individual Results 4 (Exceeds 50% 100% $26,250 115.00% $30,187 Objectives for 2019 for 2019 Expectations) 100% $52,500 TOTAL BONUS RESULT $59,413 This example is for illustration purposes only. Your specific salary level and results will vary from this example and there is no guarantee that you will earn any level bonus in any given performance period. Confidential 8

2019 Annual Incentive Plan Additional Information Employees may not expect to participate in this Plan if they are participants in any other cash-based short-term incentive plan of the Company. Short-term incentive plans are defined as plans for which desired results will be achieved in 1 year or less. The Plan may be amended, revised, replaced, or terminated at any time unilaterally by the Company. The Company reserves the right to interpret and implement the terms of this Plan in its sole discretion. Incentive targets may be adjusted by the Company at its sole discretion for any reason during the course of the Performance Period, including but not limited to changes in business conditions. The Plan is governed by the laws of the State of Maryland. The Plan forms a part of the Laureate Education, Inc. Amended and Restated 2013 Long-Term Incentive Plan (the “Equity Plan”). To the extent there are any conflicts between the Plan and the Equity Plan, the terms of the Equity Plan will control. Nothing herein guarantees to you the right to continued employment with the Company, nor does it obligate the Company to make any Annual Incentive Plan payment, regardless of whether any of the performance criteria described herein have been met or exceeded. You will remain an at will employee at all times. The Company retains the right to make adjustments in subsequent payments for errors that have occurred with relation to Annual Incentive Plan payments. This includes both errors made in favor of the plan participant, and errors made in favor of the Company. You agree that, except as may be required by applicable law, you shall not disclose the terms of this form (including the Company’s financial and other performance objectives disclosed herein). Acknowledgement In order to be eligible to receive a payment under this plan, you must review the content of this form, read the statement below, sign this form and return it to your Human Resources representative. I, Jane Doe, Groundskeeper for Laureate Education Inc., acknowledge that I have received, read, and understand this Goal Document reviewing the details of the 2019 Annual Incentive Plan. _____________________________________________________ __________________ Signature Jane Doe Date Confidential 9

Exhibit 10.63

Laureate Education, Inc. Severance Policy for Executives

Effective as of July 17, 2019

NYDOCS02/1191933.12

TABLE OF CONTENTS

ARTICLE I

BACKGROUND

ARTICLE II

PURPOSE



		Page
Section 2.01	Termination of a Participant’s Employment on or following Change in Control	1
Section 2.02	Termination of a Participant’s Employment (no Change in Control)	4
Section 2.03	Generally applicable provisions	5
Section 2.04	Definitions	11
Section 2.05	Administration	14
Appendix A	General Plan Information	A-1
Appendix B	Claims Procedure	B-1
Appendix C	ERISA Rights Statement	C-1
Appendix D	Release of Claims	D-1

LAUREATE EDUCATION, INC. (“LAUREATE”) SEVERANCE POLICY FOR EXECUTIVES

Article I

BACKGROUND

Laureate hereby adopts the Laureate Education, Inc. Severance Policy for Executives (this “Plan”) for the benefit of employees of Laureate and any of its Affiliates who are designated by the terms hereof to participate in this Plan (each such Affiliate a “Participating Company” and collectively, together with Laureate, the “Company”). This document serves as both this Plan document and the Summary Plan Description (collectively, the “Summary”). This Summary contains this Plan’s provisions regarding eligibility, benefits and other important information about this Plan, as required by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Each Participant should read this Summary, including Appendices A, B, and C attached hereto, and keep them for ready reference. If Participant has any questions, Participant should contact Laureate Education, Inc., Attn: Legal Department, 650 South Exeter Street, Baltimore, MD 21202. This Plan is administered by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Laureate (the “Board”). This Plan forms a part of Laureate Education, Inc. Severance Policy for Executive and Non-Executive Employees.

ARTICLE II

PURPOSE

The purpose of this Plan is to provide severance pay, continuation of certain group health care benefits at active employee rates and certain other benefits to Participants when their employment terminates under circumstances covered by this Plan. Benefits under this Plan are conditioned on (i) termination of Participant’s employment under circumstances covered by this Plan, (ii) Participant, upon termination of employment, returning Company property to the Company by the date required by the Company and (iii) Participant’s execution of an effective and irrevocable general release of all claims against the Company, its Affiliates and other specified persons (other than with respect to the compensation and benefits described herein). In no event will Participant’s death or Disability while employed by the Company entitle Participant to any payments or benefits under this Plan.

Section 2.01 Termination of a Participant’s Employment on or following Change in Control.

Except as otherwise set forth herein and subject to the terms of this Plan, if a Change in Control occurs, and on, or at any time during the twelve (12)-month period following, the Change in Control, (i) the Company terminates a Participant’s employment for any reason other than Cause, or (ii) Participant terminates a Participant’s employment for Good Reason, Participant shall be entitled to the following benefits:

(a) Severance.

(i) For the Chief Executive Officer (“CEO”), President, or Chief Operating Officer (“COO”) the Company shall pay Participant severance equal to two (2) times Participant’s Base Salary and target annual bonus, payable in a lump sum, within 60 days following Participant’s execution and non-revocation of the general release of claims substantially in the form attached hereto as Appendix D (the “Release”).

(ii) For a Participant (other than the CEO, President, or COO), who is a member of the Executive Leadership Team, the Company shall pay Participant severance equal to one and a half (1.5) times Participant’s Base Salary and target annual bonus under the Annual Incentive Plan, payable in a lump sum, within 60 days following Participant’s execution and non-revocation of the Release.

(b) Long-Term Bonus Plan. To the extent that Participant is a participant in a Long-Term Bonus Plan at the time of the qualifying termination, Participant shall receive an amount equal to Participant’s Bonus for the applicable performance period (based on the actual performance under the terms of the Long-Term Bonus Plan under which the Bonus is payable) multiplied by a fraction, the numerator of which is the number of days in the performance period that have elapsed from the start of the performance period through the date of termination and the denominator of which is the number of days in the performance period, in a lump sum within 60 days following February 1 of the calendar year following the calendar year in which the performance period ends.

(c) Continued Welfare Plan Coverage. Participant and Participant’s spouse and other qualified beneficiaries shall be eligible for continued coverage under the Welfare Plans as follows:

(i) For the CEO, President, COO and members of the Executive Leadership Team, if Participant, Participant’s spouse and/or Participant’s other qualified beneficiaries are enrolled under any Welfare Plan that is a group health plan as defined in Title I, Part 6, of ERISA, and Section 4980B of the Code (“COBRA”), on the date of termination of Participant’s employment, Participant, Participant’s spouse and/or Participant’s qualified beneficiaries may elect to continue such coverage under COBRA. If Participant, Participant’s spouse and/or Participant’s other qualified beneficiaries elect COBRA coverage under any such Welfare Plan, the Company shall pay a portion of the COBRA costs each month for eighteen (18) months. The portion to be paid by the Company shall equal the amount necessary so that the total of the COBRA costs paid by Participant is equal to the costs that would have been paid by Participant for such coverage as an active employee.

(ii) The benefits and/or extended coverage provided under this Section 2.01(c) shall cease prior to the date such benefits and/or extended coverage would otherwise end under this Section 2.01(c) if and when Participant (A) obtains employment with another employer during the period in which Participant is entitled to severance and becomes eligible for coverage under any substantially similar plan

provided by his or her new employer or (B) fails to pay the required active employee portion of the cost of coverage provided under this Section 2.01(c) in the time and manner specified by the Company or its designee.

(iii) For the avoidance of doubt, no additional benefits available under this Section 2.01(c) shall be available if Participant does not participate in a group health plan covered by COBRA.

(d) Accrued but Unused Vacation. Participant shall be entitled to payment for any accrued but unused vacation in accordance with the Company’s policy in effect at the time of termination of Participant’s employment, in a lump sum within sixty (60) days following such termination. Participant shall not be entitled to receive any payments or other compensation attributable to vacation that would have been earned had Participant’s employment continued during the period which Participant is entitled to severance, and Participant waives any right to receive any such compensation.

(e) Outplacement Services. Participant shall be entitled to outplacement services by a firm selected by the Company for a period of up to 9 months following Participant’s termination of employment.

(f) No Reimbursements. Participant shall not be entitled to reimbursement for any other fringe benefits or perquisite payments during the period which Participant is entitled to severance, including but not limited to dues and expenses related to club memberships, automobile, cell phone, professional services, executive physicals, and other similar perquisites.

(g) Certain Reductions in Payments.

(i) Notwithstanding any other provision of this Plan or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company to Participant or for the Participant’s benefit pursuant to the terms of this Plan or otherwise (“Covered Payments”) constitute parachute payments within the meaning of Section 280G of the Code and would, but for this Section 2.01(g), be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then the Covered Payments shall be payable either (i) in full or (ii) reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax, whichever of the foregoing (i) or (ii) results in the Participant’s receipt on an after-tax basis of the greatest amount of payments and benefits after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax). Any such reduction shall be made by the Company in its sole discretion consistent with the requirements of Section 409A of the Code.

(ii) Any determination required under this Section 2.01(g) shall be made in writing in good faith by the accounting firm chosen by the Company (the

“Accountants”). The Company and Participant shall provide the Accountants with such information and documents as the Accountants may reasonably request in order to make a determination under this Section 2.01(g). The Company shall be responsible for all fees and expenses of the Accountants.

Section 2.02 Termination of a Participant’s Employment (no Change in Control).

Except as otherwise set forth herein and subject to the terms of this Plan, if, at any time other than on or at any time during the twelve (12)-month period following a Change in Control, the Company terminates a Participant’s employment for any reason other than Cause, Participant shall be entitled to the following benefits:

(a) Severance.

(i) For the CEO, President, or COO, the Company shall pay Participant severance equal to one and a half times (1.5) times Participant’s Base Salary and target annual bonus under the Annual Incentive Plan, payable over the next eighteen (18) months in equal payroll installments in accordance with the Company’s normal payroll practices (no less frequently than monthly), commencing within sixty (60) days following Participant’s execution and non-revocation of the Release.

(ii) For a Participant (other than the CEO, President, or COO), who is a member of the Executive Leadership Team, the Company shall pay Participant severance equal to Participant’s Base Salary and target annual bonus under the Annual Incentive Plan, payable over the next twelve (12) months in equal payroll installments in accordance with the Company’s normal payroll practices (no less frequently than monthly), commencing within sixty (60) days following Participant’s execution and non-revocation of the Release.

(b) Continued Welfare Plan Coverage. Participant and Participant’s spouse and other qualified beneficiaries shall be eligible for continued coverage under the Welfare Plans as follows:

(i) For the CEO, President, or COO, if Participant, Participant’s spouse and/or Participant’s other qualified beneficiaries are enrolled under any Welfare Plan that is a group health plan as defined in COBRA, on the date of termination of Participant’s employment, Participant, Participant’s spouse and/or Participant’s qualified beneficiaries may elect to continue such coverage under COBRA. If Participant, Participant’s spouse and/or Participant’s other qualified beneficiaries elect COBRA coverage under any such Welfare Plan, the Company shall pay a portion of the COBRA costs each month for eighteen (18) months. The portion to be paid by the Company shall equal the amount necessary so that the total of the COBRA costs paid by Participant is equal to the costs that would have been paid by Participant for such coverage as an active employee.

(ii) For a member of the Executive Leadership Team, if Participant, Participant’s spouse and/or Participant’s other qualified beneficiaries are enrolled under any Welfare Plan that is a group health plan as defined in COBRA, on the date of termination of Participant’s employment, Participant, Participant’s spouse and/or Participant’s qualified beneficiaries may elect to continue such coverage under COBRA. If Participant, Participant’s spouse and/or Participant’s other qualified beneficiaries elect COBRA coverage under any such Welfare Plan, the Company shall pay a portion of the COBRA costs each month for twelve (12) months. The portion to be paid by the Company shall equal the amount necessary so that the total of the COBRA costs paid by Participant is equal to the costs that would have been paid by Participant for such coverage as an active employee.

(iii) The benefits and/or extended coverage provided under this Section 2.02(b) shall cease prior to the date such benefits and/or extended coverage would otherwise end under this Section 2.02(b) if and when Participant (A) obtains employment with another employer during the period in which Participant is entitled to severance and becomes eligible for coverage under any substantially similar plan provided by his or her new employer or (B) fails to pay the required active employee portion of the cost of coverage provided under this Section 2.02(b) in the time and manner specified by the Company or its designee.

(iv) For the avoidance of doubt, no additional benefits available under this Section 2.02(b) shall be available if Participant does not participate in a group health plan covered by COBRA.

(c) Accrued but Unpaid Vacation. Participant shall be entitled to payment for any accrued but unused vacation in accordance with the Company’s policy in effect at the time of termination of Participant’s employment in a lump sum within sixty (60) days after such termination. Participant shall not be entitled to receive any payments or other compensation attributable to vacation Participant would have earned had Participant’s employment continued during the period in which Participant is entitled to severance, and Participant waives any right to receive any such compensation.

(d) Outplacement Services. Participant shall be entitled to outplacement services by a firm selected by the Company for a period of up to 9 months following Participant’s termination of employment.

(e) No Reimbursements. Participant shall not be entitled to reimbursement for any other fringe benefits or perquisite payments during the period in which Participant is entitled to severance, including but not limited to dues and expenses related to club memberships, automobile, cell phone, professional services, executive physicals and other similar perquisites.

Section 2.03 Generally applicable provisions.

(a) Comparable Job. Notwithstanding any other provision of this Plan, a Participant will not be entitled to any benefits under this Plan if (i) Participant has been offered a Comparable Job with the Company or any of its Affiliates within the ninety (90) days prior to any termination of employment otherwise entitling Participant to benefits hereunder (whether or not Participant accepts such offer); or (ii) such termination of employment occurs in connection with the sale of a division or business unit of the Company, whether through stock sale, asset sale or otherwise (to the extent it does not constitute a Change in Control), and (A) Participant continues employment with the acquirer or any of its Affiliates, including continued employment with the division or business unit being sold or (B) Participant has received an offer of a Comparable Job with the acquirer or any of its Affiliates, including continued employment with the division or business unit being sold and does not accept the offer or commence employment with the acquirer or any of its Affiliates.

(b) Death or Disability. If Participant dies or incurs a Disability while employed by the Company and prior to any event that would entitle Participant to any payment or benefits under this Plan, Participant will not be entitled to any payments or benefits under this Plan. If Participant dies during the period in which Participant is entitled to severance, all amounts payable hereunder to Participant shall, to the extent not paid, be paid to (i) Participant’s surviving spouse, if Participant has not otherwise designated a beneficiary other than the surviving spouse or (ii) if none of the foregoing exist, then to Participant’s estate. Participant’s surviving spouse and other qualified beneficiaries shall continue to be covered under any applicable Welfare Plan that is a group health plan as defined in COBRA on the date of the termination of Participant’s employment as described above. On the death of Participant’s surviving spouse or other qualified beneficiaries, no further benefits under any applicable Welfare Plan shall be provided (other than any coverage required pursuant to COBRA), and no further benefits shall be paid.

(c) Restrictive Covenants. Benefits under this Plan are contingent (i) upon Participant continuing to comply with any Confidentiality, No Solicitation and Non-Compete Agreement, (ii) any other restrictive covenants under any equity award agreement or otherwise to which Participant is a party with the Company, and (iii) any restrictive covenants contained in the applicable severance agreement or Release under this Plan. If Participant breaches any aspects of any such agreement, Participant shall forfeit the right to receive any further benefits under this Plan, and, to the extent allowed by applicable law, Participant agrees to return to the Company the gross amount of all payments previously received and the gross value of any non-cash benefits previously received.

(d) General Release. As a condition to receive benefits under this Plan, Participant must sign and return a Release, within twenty-one (21) or forty-five (45) days, as applicable, after the termination of Participant’s employment and not revoke such release within the time permitted by law (which revocation period may not exceed seven (7) days following Participant’s execution of the Release). Notwithstanding any provision in this Plan to the contrary, no payments to be made under this Plan shall be made, and no benefits to be delivered under this Plan shall be delivered, earlier than the first payroll date after the date upon which the revocation period for the Release described in this Section expires without Participant having

elected to revoke the Release. Any payments to be made prior to such date shall be accumulated and paid, and any benefits to be delivered prior to such date shall be continued at Participant’s expense with Participant to be reimbursed, on such date. Additionally, if the period for executing the Release and considering revocation of same spans more than one calendar year, no payments to be made under this Plan shall be made, and no benefits to be delivered under this Plan shall be delivered, earlier than the first payroll date occurring in the subsequent calendar year, and any payments to be made prior to such date shall be accumulated and paid, and any benefits to be delivered prior to such date shall be continued at Participant’s expense with Participant to be reimbursed, on such date in the subsequent calendar year.

(e) Return of Company Property. As a further condition to receiving benefits under this Plan, Participant is required to cooperate with the Company’s usual and customary separation/termination process, including, to the extent required by the Company, surrender and delivery of all Company property, including without limitation, identification cards, vehicles, company credit cards and computer equipment, prior to the earliest date on which any payments to be made under this Plan are to commence or otherwise be paid, unless the Company permits Participant to retain any such items.

(f) Participant Assignment. No interest of Participant or Participant’s spouse or any other beneficiary under this Plan, or any right to receive any payment or distribution hereunder, shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind, nor may such interest or right to receive a payment or distribution be taken, voluntarily or involuntarily, for the satisfaction of the obligations or debts of, or other claims against, Participant or spouse or other beneficiary, by operation of law or otherwise, other than pursuant to the terms of a qualified domestic relations order to which Participant is a party.

(g) Funding. All rights of Participant and Participant’s spouse or other beneficiary under this Plan shall be entirely unfunded at all times, and no provision shall at any time be made with respect to segregating any assets of the Company for payment of any amounts due hereunder. Neither Participant nor Participant’s spouse or other beneficiary shall have any interest in or rights against any specific assets of the Company, and Participant and Participant’s spouse or other beneficiary shall have only the rights of a general unsecured creditor of the Company.

(h) Section 409A.

(i) The amounts payable or benefits to be provided pursuant to this Plan generally are intended to be separate payments that are exempt from Section 409A of the Code by reason of the “short-term deferral” exception or the involuntary separation pay exception (also known as the “two (2)-times rule”) set forth in Section 1.409A-1(b)(9)(iii) or certain other separation pay exceptions set forth in Section 1.409A-1(b)(9)(v) of the Treasury Regulations, to the maximum extent permitted by Section 409A of the Code (with the earliest amounts payable to be first treated as exempt from Section 409A of the Code to the extent such exemptions are available). To the extent that an amount payable or benefits to be provided under this Plan does not comply with any of the

foregoing exceptions or other exceptions or exemptions from Code Section 409A, including but not limited to the de minimis exception, the exception for certain indemnification and liability insurance plans, and the like under the Treasury Regulations, then the amount shall be subject to the following rules:

(A) Notwithstanding anything contained in this Agreement to the contrary, if on the date of termination of Participant’s employment Participant is a “specified employee,” within the meaning of Section 409A of the Code and the Company’s policy for determining specified employees, then to the extent required in order to comply with Section 409A of the Code, all payments, benefits, or reimbursements paid or provided under this Agreement that constitute a “deferral of compensation” within the meaning of Section 409A of the Code, that are provided as a result of a “separation from service” within the meaning of Section 409A and that would otherwise be paid or provided during the first six (6) months following the date of such termination of employment shall be accumulated through and paid or provided (together with interest at the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the date of termination of employment) within thirty (30) days after the first business day following the six (6)-month anniversary of such termination of employment, if and to the extent required by Code Section 409A.

(B) The benefits described in this Plan that are taxable benefits (and that are not disability pay or death benefit plans within the meaning of Section 409A of the Code) are intended to comply, to the maximum extent possible, with the exception to Section 409A of the Code set forth in Section 1.409A-1(b)(9)(v) of the Treasury Regulations. To the extent that any of those benefits either do not qualify for that exception or are provided beyond the applicable COBRA time periods set forth in Section 1.409A-1(b)(9)(v) of the Treasury Regulations, then they shall be subject to the following additional rules: (1) any reimbursement of eligible expenses shall be paid within sixty (60) calendar days following Participant’s written request for reimbursement; provided that Participant provides written notice no later than seventy-five (75) calendar days prior to the last day of the calendar year following the calendar year in which the expense was incurred so that the Company can make the reimbursement within the time period required by Section 409A of the Code; (2) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, during any other calendar year; (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (4) each payment shall be treated as a separate payment.

(ii) For purposes of this Plan, the phrase “termination of employment” or words or phrases of similar import shall mean a “separation from service” with the Company within the meaning of Section 409A of the Code. In this regard, the Company and Participant shall take all steps necessary (including with regard to any post-

termination services by Participant) to ensure that (A) any termination of employment under this Plan constitutes a “separation from service” within the meaning of Section 409A of the Code, and (B) the date on which such separation from service takes place shall be the date of the termination of employment for purposes of this Plan.

(iii) It is intended that the payments and benefits provided under this Plan shall either be exempt from the application of, or comply with, the requirements of Section 409A of the Code. This Plan shall be construed, administered, and governed in a manner that effects such intent, and the Company shall not take any action that would be inconsistent with such intent. Without limiting the foregoing, the payments and benefits provided under this Plan may not be deferred, accelerated, extended, paid out, or modified in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon Participant. Although the Company shall use its best efforts to avoid the imposition of taxation, interest, and penalties under Section 409A of the Code, the tax treatment of the benefits provided under this Plan is not warranted or guaranteed. Neither the Company, its Affiliates, nor their respective directors, officers, employees, or advisers shall be held liable for any taxes, interest, penalties, or other monetary amounts owed by Participant or other taxpayers as a result of the failure of this Plan to be exempt from or comply with Section 409A of the Code.

(i) Taxes. The Participant will be solely responsible for any associated tax filings and payment of taxes associated with employment, without any gross-up or additional compensation from the Company; provided that the Company will withhold taxes at what it determines to be appropriate rates and in what it determines to be appropriate jurisdictions based on the information available to the Company.

(j) No Employment Contract. Nothing contained in this Plan shall be construed to be an employment contract between Participant and the Company. Participant is employed at will, and the Company and Participant may terminate Participant’s employment at any time, for any reason or no reason whatsoever, subject to any other offer letter or employment agreement between the Company and such Participant to the contrary.

(k) Severability. In the event any provision of this Plan is held illegal or invalid, the remaining provisions of this Plan shall not be affected thereby.

(l) Amendment. This Plan may only be terminated or amended by resolution adopted by the Board or the Compensation Committee; provided, however, that (i) no amendment or termination of this Plan shall affect the rights of any Participant receiving benefits under this Plan whose employment has terminated prior to the date on which such resolution is adopted; and (ii) this Plan may not be terminated or amended in a manner which would adversely affect the rights or potential rights of any Participant if such action is taken in connection with, in anticipation of, or on, or during the twelve (12)-month period following, a Change in Control. Notwithstanding the foregoing, the Company may not amend any provision of this Plan that involves any delegation of authority reserved to the Board or the Compensation Committee (without the applicable party’s approval).

(m) Effect on Other Plans. This Plan supersedes in all respects any other severance benefit plans, arrangements or policies of the Company that apply to Participants, but does not supersede any employment agreements between Participant and the Company. No Participant shall be eligible to receive severance benefits under more than one severance arrangement of the Company (whether through an employment agreement or a benefit plan) at any time; provided that if the total benefits under an employment agreement are less than the total benefits provided for under this Plan, then the Participant shall be eligible to receive the difference between the benefits provided under the employment agreement and this Plan, under this Plan. Nothing in this Plan shall be construed to impair or reduce Participant’s right to any other accrued and vested but unpaid benefit (including in the Company’s 401(k) plan) nor create a right or entitlement to any additional benefit except as expressly described herein. Notwithstanding the foregoing, the Company and the Board reserve the right to adhere to other policies and practices that may be in effect for other groups of employees or for new Participants who are not employed or provide services to the Company as of the Effective Date.

(n) No Effect on Equity Awards. This Plan does not alter or amend any vesting or other terms and conditions of any equity-based compensation awards under the Company’s equity incentive compensation plans (including, but not limited to, the Laureate Education, Inc. Amended and Restated 2013 Long-Term Incentive Plan), which shall be governed by the terms and conditions set forth in the equity incentive compensation plans and separate written grant agreements.

(o) No Duplication of Benefits. Unless otherwise specifically provided by the terms of this Plan or any other applicable plan or arrangement with an express reference to this Plan, any benefits or compensation a Participant is eligible to receive under this Plan shall be reduced by any benefits or compensation a Participant is eligible to receive as a result of applicable law or under any employment agreement with the Company providing for severance.

(p) Successors. This Plan shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, and successors. Any reference in this Plan to Laureate shall be deemed a reference to any successor (whether direct or indirect, by purchase of stock or assets, merger or consolidation, or otherwise) to all or substantially all of the business and/or assets of Laureate; provided that Participant’s employment by a successor employer shall not be deemed a termination of Participant’s employment with Laureate or any of its Affiliates (unless otherwise required in order to comply with the definition of “separation from service” under Section 409A of the Code).

(q) Setoff. The Company’s obligation to make the payments provided for in Section 2.01 of this Plan only and otherwise to perform its obligations thereunder shall not be affected by any set-off, counterclaim, recoupment, defense, or other claim, right, or action which the Company or any of its Affiliates may have against Participant. The Company’s obligation to make the payments provided for in Section 2.02 or Section 2.03 of this Plan and otherwise to perform its obligations thereunder, however, may be affected by any set-off, counterclaim, recoupment, defense, or other claim, right, or action which the Company or any of its Affiliates may have against Participant. Notwithstanding any other provision of this Plan, except as

otherwise set forth in this Plan, in no event shall Participant be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Participant under any of the provisions of this Plan, and such amounts shall not be reduced whether or not Participant obtains other employment.

(r) Applicable Law. This Plan shall be governed and construed in accordance with the laws of the State of Maryland.

Section 2.04 Definitions. For purposes of this Plan, the following words shall have the meanings set forth below:

(a) “Affiliate” shall mean any corporation, trade or business or other entity, including but not limited to partnerships, limited liability companies and joint ventures, directly or indirectly controlling, controlled by or under common control with a Person, within the meaning of Section 405 of the Securities Act. Affiliate includes any corporation, trade or business or other entity that becomes such on or after the Effective Date.

(b) “Base Salary” shall mean:

(i) If there has been a Change in Control, Participant’s annual base salary at the rate in effect on the date of the Change in Control, or if greater, the rate in effect immediately prior to Participant’s termination of employment with the Company (not counting any decrease that results in Good Reason).

(ii) If there has not been a Change in Control, Participant’s annual base salary at the rate in effect immediately prior to Participant’s termination of employment (not counting any decrease that results in Good Reason).

(d) “Bonus” shall mean the amount otherwise payable under the applicable Long Term Bonus Plan if Participant was employed on the payment date, based on the position held by Participant, or any successor plan or arrangement covering Participant.

(e) “Cause” shall have the same meaning it has under the Laureate Education, Inc. Amended and Restated 2013 Long-Term Incentive Plan.

(f) “Change in Control” shall be deemed to have occurred upon the first occurrence of an event set forth in any one of the following paragraphs:

(i) a Change in Ownership of Laureate, or (ii) a Change in the Ownership of Assets of Laureate, as described herein and construed in accordance with Section 409A.

(ii) A “Change in Ownership of Laureate” shall occur on the date that any Person acquires, or Persons Acting as a Group acquire, in a single

transaction or a series of related transactions, ownership of the capital stock of Laureate that, together with the stock held by such Person or Group, constitutes more than 50% of the total voting power of the capital stock of Laureate. However, if any Person is, or Persons Acting as a Group are, considered to own more than 50% of the total voting power of the capital stock of Laureate, the acquisition of additional stock by the same Person or Persons Acting as a Group is not considered to cause a Change in Ownership of Laureate unless such transaction would be deemed to be a Rule 13e-3 Transaction under the Exchange Act. An increase in the percentage of capital stock owned by any Person, or Persons Acting as a Group, as a result of a transaction in which Laureate acquires its stock in exchange for property will be treated as an acquisition of stock.

(iii) A “Change in the Ownership of Assets of Laureate” shall occur on the date that any Person acquires, or Persons Acting as a Group acquire (or has or have acquired during the 12- month period ending on the date of the most recent acquisition by such Person or Persons), assets from Laureate that have a total gross fair market value equal to or more than 80% of the total gross fair market value of all of the assets of Laureate immediately before such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of Laureate, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

(iv) A “Person” for purposes of this definition only means any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, other than (1) employee benefit plans sponsored or maintained by Laureate and by entities controlled by Laureate, or (2) any underwriter of the capital stock of Laureate in a registered public offering.

(v) For purposes of clauses (i) and (ii) above, Persons will not be considered to be Persons Acting as a Group (or Group) solely because they purchase or own capital stock or purchase assets of Laureate at the same time. However, Persons will be considered to be Persons Acting as a Group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with Laureate. If a Person owns stock in both entities that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a Group with other shareholders only with respect to the ownership in that entity before the transaction giving rise to the change and not with respect to the ownership interest in the other entity.

(vi) A Change in Control shall not include a transfer of assets to a related person as described in Section 409A or a public offering of capital stock of Laureate.

(vii) For purposes of the definition of Change in Control, Section 318(a) of the Code applies to determine stock ownership. Stock

underlying a vested option is considered owned by the individual who holds the vested option (and the stock underlying an unvested option is not considered owned by the individual who holds the unvested option). For purposes of the preceding sentence, however, if a vested option is exercisable for stock that is not substantially vested (as defined by Treasury Regulation §1.83-3(b) and (j)), the stock underlying the option is not treated as owned by the individual who holds the option.

(g) “Code” means the Internal Revenue Code of 1986, as amended.

(h) “Comparable Job” means a job offering (i) no material reduction in base salary or annual cash compensation opportunity (i.e., base salary plus target bonus) (unless such material reduction applies generally to all similarly-situated employees); (ii) no material adverse reduction in job scope or responsibilities (unless such material reduction applies generally to all similarly-situated employees); and (iii) no change by more than fifty (50) miles in the principal location in which Participant is required to perform services.

(i) “Compensation Committee” means the Compensation Committee of the Board.

(j) “Disability” means the inability of Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. Participant shall also be treated as having a “Disability” if he is, by reason of a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.

(k) “Effective Date” means July 17, 2019.

(l) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and all rules and regulations promulgated thereunder.

(m) “Executive Leadership Team” shall mean the Executive Leadership Team as designated by the CEO.

(n) “Good Reason” means the occurrence of any of the following without the Participant’s consent: (i) material diminution in the base salary of the Participant, (ii) material diminution in the authority, duties or responsibilities of the Participant, or (iii) a relocation by more than fifty (50) miles in the principal location in which Participant is required to perform services; provided that “Good Reason” shall not exist unless and until Participant provides the Company with written notice of the acts alleged to constitute Good Reason within ninety (90) days of Participant’s knowledge of the occurrence of such event, and the Company fails to cure such acts within thirty (30) days

of receipt of such notice, if curable. Participant must terminate employment within sixty (60) days following the expiration of such cure period for the termination to be on account of Good Reason.

(o) “Long Term Bonus Plan” shall mean the Laureate Education, Inc. Executive Cash Long Term Bonus, in its current form or as hereafter amended.

(p) “Participant” means any individual serving as the CEO, President, COO or a member of the Executive Leadership Team.

(q) “Person” means any individual, sole proprietorship, partnership, joint venture, limited liability company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity or government instrumentality, division, agency, body or department (except that this definition shall not apply with respect to the definition of “Change in Control” herein).

(r) “Securities Act” means the Securities Act of 1933, as amended, and all rules and regulations promulgated thereunder.

(s) “Welfare Plan” shall mean any plan or arrangement providing health, prescription drug, vision, dental, disability, death, or life insurance benefits that is currently or hereafter made available by the Company or an Affiliate in which Participant is eligible to participate.

Section 2.05 Administration.

(a) Administrator. The Compensation Committee shall be responsible for and shall control and manage the operation and administration of this Plan. The Compensation Committee shall have the responsibility for determining the amount of payments and benefits to which Participants may become entitled to receive. Any action by the Compensation Committee under this Plan shall be made by resolution, or by any person or committee duly authorized by resolution of the Compensation Committee to take such action.

(b) Powers of the Administrator. The Compensation Committee shall administer this Plan in accordance with its terms and shall have all powers necessary to carry out the provisions of this Plan. The Compensation Committee shall have the discretionary authority to interpret and construe the terms of this Plan and determine all questions arising in the administration, interpretation, and application of this Plan, such determinations to be presumptively conclusive and binding on all persons to the maximum extent allowed by law, and uniformly and consistently applied to all persons in similar circumstances; adopt such rules and procedures as it deems necessary, desirable or appropriate for the administration of this Plan; appoint such agents, counsel, accountants, consultants and other persons as may be required to administer this Plan; determine all claims for benefits, and take such further action as the Compensation Committee shall deem advisable in the administration of this Plan.

(c) Delegation. The Compensation Committee shall have the discretionary authority to delegate such of its duties and may engage such experts and other persons as it deems appropriate in connection with administering this Plan. The Compensation Committee shall be entitled to rely conclusively upon, and shall be fully protected in any action taken by the Compensation Committee, in good faith in reliance upon, any opinions or reports furnished to it by any such experts or other persons.

Exhibit 10.64

INDEMNITY AGREEMENT

This Indemnity Agreement, dated as of _______________, 20__ (the “Effective Date”), is made by and between Laureate Education, Inc., a public benefit corporation organized under the laws of Delaware (the “Company”), and _________________________ (the “Indemnitee”).

RECITALS

WHEREAS, the Company desires to attract and retain talented and experienced individuals, such as the Indemnitee, to serve as directors and officers of the Company and wishes to indemnify such individuals to the fullest extent permitted by Delaware law;

WHEREAS, the Company’s Bylaws require the Company to indemnify to the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”) each director and officer of the Company. The Bylaws expressly provide that the indemnification provisions set forth therein are not exclusive, and contemplate that contracts may be entered into between the Company and any of its officers or directors with respect to indemnification;

WHEREAS, Section 145 of the DGCL (“Section 145”) empowers the Company to indemnify its directors, officers, employees and agents by agreement and to indemnify persons who serve, at the request of the Company, as the directors, officers, employees or agents of other corporations or enterprises, and expressly provides that the indemnification provided by Section 145 is not exclusive; and

WHEREAS, in order to induce the Indemnitee to serve or continue to serve as a director or officer of the Company and, if applicable, as a director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, free from undue concern for claims for damages arising out of or related to such services to the Company and, if applicable, one or more of such entities, the Company has determined and agreed to enter into this Agreement with the Indemnitee.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and the Indemnitee’s agreement to serve or continue to serve as a director or officer of the Company and, if applicable, as a director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, the Indemnitee and the Company hereby agree as follows:

1.Definitions. As used in this Agreement:

(a) “Affiliate” of any particular Person means any other Person Controlling, Controlled by or under common Control with such particular Person; provided, however, that when the term “Affiliate” is used with reference to any natural person, it shall also include such person’s spouse, domestic partner, parents and descendants (whether by blood or adoption, and including stepchildren) and the spouses and domestic partners of such persons. “Affiliated with” shall have a correlative meaning to the term “Affiliate”.

(b) “Agent” means any person who is or was a director or an officer of the Company or, while a director or officer of the Company, is or was serving at the request of the Company as a director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan.

(d) “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. The terms “Controlling” and “Controlled” shall have meanings correlative thereto.

(e) “Expenses” shall include all out‑of‑pocket costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement), actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with either the investigation, defense or appeal of a Proceeding or establishing or enforcing a right to indemnification under this Agreement, Section 145 or otherwise.

(f) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither currently is, nor within the past five years has been, retained to represent: (i) the Company or the Indemnitee or (ii) any other party to or witness in the matter giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement.

(g) “Person” means an individual, a partnership, a joint venture, a corporation, an association, a joint stock company, a limited liability company, a trust, an unincorporated organization or a government or any department or agency or political subdivision thereof, or any group (within the meaning of Section 13(d)(3) of the Exchange Act or any successor provision) consisting of one or more of the foregoing.

(h) “Proceeding” means any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, arbitrative, investigative or other.

(i) “Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership or other entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is, at the time of determination, owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, (ii) if a partnership, limited liability company, association or other business entity, a majority of the partnership, limited liability company, or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof, or (iii) if a non-profit corporation or similar entity, the power to vote or direct the voting of sufficient securities or membership or other interests to elect directors (or comparable authorized persons of such entity) having a majority of the voting power of the board of directors (or comparable governing body) of such corporation or similar entity is, at the time of determination, owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons will be deemed to have a majority ownership interest in a partnership, limited liability company, association or other business entity if such Person or Persons is allocated a majority of partnership, association or other business entity gains or losses or otherwise control the managing director, managing member, general partner or other managing Person of such partnership, limited liability company, association or other business entity.

2. Agreement to Serve. The Indemnitee agrees to serve and/or continue to serve as an Agent of the Company, at its will (or under separate agreement, if such agreement exists), in the capacity the Indemnitee currently serves as an Agent of the Company, so long as the Indemnitee is duly appointed or elected and qualified in accordance with the applicable provisions of the Bylaws or other charter documents of the Company or any Subsidiary or Affiliate of the Company or until such time as the Indemnitee tenders his or her resignation in writing; provided, however, that nothing contained in this Agreement is intended to create any right to continued employment by the Indemnitee.

3. Liability Insurance.

(a) Maintenance of D&O Insurance. The Company hereby covenants and agrees that, so long as the Indemnitee shall continue to serve as an Agent of the Company and thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was an Agent of the Company, the Company, subject to Section 3(c), shall maintain in full force and effect directors’ and officers’ liability insurance (“D&O Insurance”) in reasonable amounts from established and reputable insurers, as more fully described below.

(b) Rights and Benefits. In all policies of D&O Insurance, the Indemnitee shall qualify as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s independent directors (as defined by the insurer) if the Indemnitee is such an independent director; of the Company’s non-independent directors if the Indemnitee is not an independent director; or of the Company’s officers if the Indemnitee is an officer (and not a director) of the Company.

(c) Limitation on Required Maintenance of D&O Insurance. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O Insurance if the Company determines in good faith that: (i) such insurance is not reasonably available; (ii) the premium costs for such insurance are disproportionate to the amount of coverage provided; (iii) the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit; (iv) the Indemnitee is covered by similar insurance maintained by a Subsidiary of the Company; (v) the Company is to be acquired and a tail policy of reasonable terms and duration is purchased for pre-closing acts or omissions by the Indemnitee; or (vi) the Company is to be acquired and D&O Insurance will be maintained by the acquirer that covers pre-closing acts and omissions by the Indemnitee.

4. Mandatory Indemnification. Subject to the terms of this Agreement:

(a) Third Party Actions. If the Indemnitee was or is a party or was or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the fact that the Indemnitee is or was an Agent of the Company, or by reason of anything done or not done by the Indemnitee while serving in such capacity, the Company shall indemnify the Indemnitee against all Expenses and liabilities of any type whatsoever (including, without limitation, all attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with the investigation, defense, settlement or appeal of such Proceeding, provided that the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

(b) Derivative Actions. If the Indemnitee was or is a party or was or is threatened to be made a party to any Proceeding brought by or in the right of the Company by reason of the fact that the Indemnitee is or was an Agent of the Company, or by reason of anything done or not done by the Indemnitee while serving in such capacity, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with the investigation, defense, settlement or appeal of such Proceeding, provided that the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification under this Section 4(b) shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction unless and only to the extent that the Court of Chancery of the State of Delaware (the “Delaware Court”) or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which the Delaware Court or such other court shall deem proper.

(c) Actions where Indemnitee is Deceased. If the Indemnitee was or is a party or was or is threatened to be made a party to any Proceeding by reason of the fact that the Indemnitee is or was an Agent of the Company, or by reason of anything done or not done by the Indemnitee while serving in such capacity, and if, prior to, during the pendency of or after completion of such Proceeding the Indemnitee is deceased, the Company shall indemnify the Indemnitee’s heirs, executors and administrators against all Expenses and liabilities of any type whatsoever to the extent that the Indemnitee would have been entitled to indemnification pursuant to this Agreement were the Indemnitee still alive.

(d) Certain Terminations. The termination of any Proceeding or of any claim, issue, or matter therein by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that the Indemnitee’s conduct was unlawful.

5. Additional Mandatory Indemnification for Expenses in a Proceeding in Which the Indemnitee is Wholly or Partly Successful. Separate and apart from any Indemnification which may be mandatory under the terms of Section 4 hereof, the following provisions shall also apply if an Indemnitee is wholly or partly successful in any Proceeding:

(a) Successful Defense. To the extent that the Indemnitee has been successful, on the merits or otherwise, in defense of any Proceeding (including, without limitation, an action by or in the right of the Company) in which the Indemnitee was a party by reason of the fact that the Indemnitee is or was an Agent of the Company at any time, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by or on behalf of the Indemnitee in connection with the investigation, defense or appeal of such Proceeding.

(b) Partially Successful Defense. To the extent that the Indemnitee is a party to or a participant in any Proceeding (including, without limitation, an action by or in the right of the Company) by reason of the fact that the Indemnitee is or was an Agent of the Company at any time and is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by or on behalf of the Indemnitee in connection with each successfully resolved claim, issue or matter. In the allocation of Expenses among claims, the presumption shall be that Expenses were attributable to the claims on which the Indemnitee was successful, except for Expenses that the Company can show were clearly and primarily attributable to the claims on which the Indemnitee was not successful.

(c) Dismissal. For purposes of this section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

6. Advancement of Expenses. Subject to compliance with Section 7 and Section 9 of this Agreement, the Company shall advance to the Indemnitee funds in an amount sufficient to pay all Expenses, or reimburse the Indemnitee for all Expenses, reasonably paid or incurred by or on behalf of the Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was serving as an Agent of the Company (unless there has been a final determination that the Indemnitee is not entitled to indemnification for such Expenses) upon receipt of (a) an undertaking (an “Undertaking”) by or on behalf of the Indemnitee to repay any amounts advanced or reimbursed by the Company in the event that it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that the Indemnitee is not entitled to be indemnified and (b) satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation of the Company to the Indemnitee hereunder and shall in no event be deemed to be a personal loan. The advances to be made hereunder shall be paid by the Company to the Indemnitee within twenty (20) days following delivery by the Indemnitee to the Company of a written request therefor and satisfactory documentation supporting such Expenses.

7. Notice and Other Indemnification Procedures.

(a) Notice by Indemnitee. Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any Proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof, including a brief description of the nature of, and the facts underlying, the Proceeding; provided, however, that the failure of the Indemnitee to provide such notice will not relieve the Company of its liability hereunder if the Company receives notice of such Proceeding from any other source.

(b) Insurance. If the Company receives notice pursuant to Section 7(a) hereof of the commencement of a Proceeding that may be covered under D&O Insurance then in effect, the Company shall give prompt notice of the Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all reasonable steps to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

(c) Defense. In the event that the Company shall be obligated to pay the Indemnitee’s reasonable Expenses related to any Proceeding, the Company shall be entitled to assume the defense of such Proceeding, with counsel selected by the Company and approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding; provided that (i) the Indemnitee shall have the right to employ his or her own separate counsel in any such Proceeding at the Indemnitee’s expense, and (ii) the Indemnitee shall have the right to employ his or her own separate counsel in any such Proceeding at the Company’s expense if (A) the Company has authorized the employment of counsel by the Indemnitee at the expense of the Company, (B) the Indemnitee shall have reasonably concluded that there may be a conflict of interest on any significant issue between the Company and the Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding.

8. Right to Indemnification.

(a) Right to Indemnification. In the event that an Indemnitee is entitled to indemnity pursuant to Section 5, such indemnity shall be provided without regard to Sections 4(a) and 4(b) or this Section 8. Otherwise, the Company shall indemnify the Indemnitee pursuant to this Agreement unless, and except to the extent that, it shall have been determined by one of the methods listed in Section 8(b) below that the Indemnitee has not met the applicable standard of conduct required to entitle the Indemnitee to such indemnification.

(b) Determination of Right to Indemnification. A determination of the Indemnitee’s right to indemnification hereunder shall be made by (i) a majority vote of directors who are not parties to the Proceeding for which indemnification is being sought (“Disinterested Directors”), even though less than a quorum, or by a committee consisting of Disinterested Directors who have been designated by a majority vote of the Disinterested Directors, even though less than a quorum, or (ii) if there are no Disinterested Directors or if the Disinterested Directors so direct, by an Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee, or (iii) by the stockholders of the Company, or (iv) by a panel of three arbitrators, one of whom is selected by the Disinterested Directors (or by the full Board if there are no Disinterested Directors), one of whom is selected by the Indemnitee and the last of whom is selected by first two arbitrators so selected. The choice of the method to be used shall be made by the Disinterested Directors (or by the full Board if there are no Disinterested Directors), subject to the qualification that, regardless of the method otherwise chosen by the Disinterested Directors (or by the full Board if there are no Disinterested Directors), the Indemnitee shall have the right to direct that method (ii) be chosen. In the event that method (ii) is chosen, whether or not at the direction of the Indemnitee, the Independent Counsel shall be selected by the Disinterested Directors (or by the full Board if there are no Disinterested Directors), subject to consent by the Indemnitee, which consent shall not be unreasonably withheld;

(c) Submission for Decision. As soon as practicable, and in no event later than thirty (30) days after the Indemnitee’s written request for indemnification, the Disinterested Directors (or the full Board if there are no Disinterested Directors) shall select the method for determining the Indemnitee’s right to indemnification, subject to the Indemnitee’s right to direct that method (ii) be chosen. The Indemnitee shall cooperate with the Person(s) making such determination with respect to the Indemnitee’s right to indemnification, including providing to such Person(s) upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel, member of the Board or stockholder of the Company shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement.

(d) Application to Court. If a claim for indemnification or advancement of Expenses is (i) denied, in whole or in part, or (ii) is not paid in full by the Company within (A) sixty (60) days after a written claim for indemnification has been received by the Company or (B) twenty (20) days following delivery by the Indemnitee to the Company of a written request for an advancement of Expenses and satisfactory documentation supporting such Expenses, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim or to obtain an advancement of Expenses, as applicable. To the fullest extent permitted by law, if successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee also shall be entitled to recover the expenses incurred in prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of Expenses) it shall be a defense that, and (ii) any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Company (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Company (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of Expenses hereunder, or brought by the Company to recover an advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of Expenses, under this Agreement shall be on the Company.

(e) Expenses Related to the Enforcement or Interpretation of this Agreement. The Company shall indemnify the Indemnitee against all reasonable Expenses incurred by the Indemnitee in connection with any hearing or proceeding under this Section 8 involving the Indemnitee and against all reasonable Expenses incurred by the Indemnitee in connection with any other proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement, unless a court of competent jurisdiction finds that each of the claims and/or defenses of the Indemnitee in any such proceeding was frivolous or made in bad faith.

9. Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated:

(a) Claims Initiated by Indemnitee. To indemnify the Indemnitee or advance funds to the Indemnitee for Expenses with respect to Proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, with a reasonable allocation where appropriate, unless (i) such indemnification is expressly required to be made by law, (ii) the Proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the DGCL or (iv) the Proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145 in advance of a final determination;

(b) Unauthorized Settlements. To indemnify the Indemnitee for any amounts paid in settlement of a Proceeding or claim unless the Company consents to such settlement, which consent shall not be unreasonably withheld;

(c) Claims Under Section 16(b). To indemnify the Indemnitee or advance funds to the Indemnitee for Expenses with respect to Proceedings or claims arising from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or

(d) Non-Compete, Non-Disclosure, Non-Solicitation and Non-Disparagement. To indemnify the Indemnitee or advance funds to the Indemnitee for Expenses in connection with Proceedings or claims involving the enforcement of non-compete, non-disclosure, non-solicitation or non-disparagement agreements or the non-compete, non-disclosure, non-solicitation or non-disparagement provisions of any employment, consulting or similar agreements the Indemnitee may be a party to with the Company, or any Subsidiary or Affiliate of the Company.

10. Non‑Exclusivity. The provisions for indemnification and advancement of Expenses set forth in this Agreement shall not be deemed exclusive of any other rights which the Indemnitee may have under any provision of law, the Company’s Certificate of Incorporation or Bylaws, the vote of the Company’s stockholders or disinterested directors, other agreements, or otherwise, both as to action in the Indemnitee’s official capacity and as to action in another capacity while occupying the Indemnitee’s position as an Agent of the Company; provided, however, that no amendment or alteration of the Company’s Certificate of Incorporation or Bylaws or any other agreement shall adversely affect the rights granted to the Indemnitee under this Agreement.

11. Permitted Defenses. It shall be a defense to any action in which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for an advancement of Expenses pursuant to Section 6 hereof, provided that the required Undertaking has been tendered to the Company) that the Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 9 hereof. Neither the failure of the Company (including its Board or its stockholders) or an Independent Counsel to have made a determination prior to the commencement of such enforcement action that indemnification of the Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board or its stockholders) or an Independent Counsel that such indemnification is improper, shall be a defense to the action or create a presumption that the Indemnitee is not entitled to indemnification under this Agreement or otherwise.

12. Subrogation. In the event that the Company is obligated to make a payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery under an insurance policy or any other indemnity agreement covering the Indemnitee, who shall execute all documents required and take all action that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights (provided that the Company pays the Indemnitee’s costs and expenses of doing so), including, without limitation, by assigning all such rights to the extent of such indemnification or advancement of Expenses.

13. Survival of Rights.

(a) Survival. All agreements and obligations of the Company contained herein shall continue during the period in which the Indemnitee is an Agent of the Company and shall continue thereafter for so long as the Indemnitee shall be subject to any possible claim or Proceeding by reason of the fact that the Indemnitee was serving in the capacity referred to herein. The Indemnitee’s rights hereunder shall continue after the Indemnitee has ceased acting as an Agent of the Company and shall inure to the benefit of the heirs, executors and administrators of the Indemnitee.

(b) Successors and Assigns. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

14. Interpretation of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification to the Indemnitee to the fullest extent permitted by law, including those circumstances in which indemnification would otherwise be discretionary.

15. Entire Agreement. This Agreement and the documents expressly referred to herein constitute the entire agreement between the parties hereto with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect to the matters covered hereby (including without limitation any prior indemnification agreement between the Indemnitee and the Company or its predecessors) are expressly superseded by this Agreement.

16. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (a) the validity, legality and enforceability of the remaining provisions of the Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (a) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect to Section 14 hereof.

17. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless it is in a writing signed by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall any such waiver constitute a continuing waiver.

18. Notice. All notices, requests, demands and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed to have been duly given (a) upon delivery if delivered by hand to the party to whom such notice or other communication shall have been directed, (b) if mailed by certified or registered mail with postage prepaid, return receipt requested, on the third business day after the date on which it is so mailed, (c) one business day after the business day of deposit with a nationally recognized overnight delivery service, specifying next day delivery, with written verification of receipt, or (d) on the same day as delivered by email if delivered during business hours or on the next successive business day if delivered by email after business hours. Addresses for notice to either party shall be as shown on the signature page of this Agreement, or to such other address as may have been furnished by either party in the manner set forth above.

19. Governing Law and Consent to Jurisdiction. This Agreement shall be governed exclusively by and construed and enforced in accordance with the laws of the State of Delaware as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware. This Agreement is intended to be an agreement of the type contemplated by Section 145(f) of the DGCL. The Company and the Indemnitee hereby irrevocably and unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court, and not in any other state or federal court in the United States of America or any court in any other country, (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

20. Effective Time. This Agreement will be effective as of the Effective Date and will apply to any claim for indemnification or advancement of expenses thereafter made by the Indemnitee irrespective of the timing of the event or occurrence giving rise to the claim. Any claims for indemnification or advancement of expenses made prior to the Effective Date will not be subject to this Agreement and will continue to be handled pursuant to the terms of the Company’s certificate of incorporation, by-laws and other agreements that may be in place with respect to indemnification and advancement of expenses.

21. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature Page Follows]

The parties hereto have entered into this Indemnity Agreement effective as of the date first above written.



Indemnitee: [Name of Indemnitee] Address: Email: ___________________________	Company: LAUREATE EDUCATION, INC. By: Name: Title: Address: Email: ______________________________

Exhibit 10.65

Execution version

SEPARATION AGREEMENT

To: Ricardo M. Berckemeyer

From: Eilif Serck-Hanssen

Date: July 14, 2019

The following Separation Agreement (the “Agreement”) is between Laureate Education, Inc. (“Laureate”) and Ricardo M. Berckemeyer (“Executive”). Laureate has elected to eliminate the position of President and Chief Operating Officer and as a result, Executive’s employment relationship with Laureate shall terminate as described below, and Laureate and Executive wish to voluntarily resolve all issues that arise out of the employment relationship. Nothing in this Agreement constitutes an admission of fault or liability by either party.

Based on these mutual promises, Laureate and Executive agree as follows: Employment Status

The employment relationship shall end, and Executive shall be separated from service on July 15, 2019 (the “Separation Date”). Except as expressly otherwise set forth herein, this Agreement replaces all prior agreements, whether verbal or written, between Laureate and Executive as to any aspect of Executive’s employment, except Laureate and Executive acknowledge that Executive’s vested rights under the Laureate’s 401(k) Plan and executive disability insurance shall continue to be governed by such plans. The restrictive covenants (including with respect to post-employment confidential information and trade secrets, non-competition, and non- solicitation of customers and employees) set forth in the various management stockholders and any other agreements between Executive, Laureate, and Laureate’s affiliates are hereby amended, restated, and superseded by this Agreement including the covenants set forth in Exhibit A.

Executive shall remain a full-time, at-will employee of Laureate through the Separation Date. During the period from the date hereof through the Separation Date, Laureate reserves the right at any time to require Executive to remain away from Laureate’s premises, to work from home, or to otherwise assist in the transition process. Executive may be relieved of some or all of his duties in Laureate’s sole discretion. While Executive remains employed through the Separation Date, Laureate shall continue to pay Executive his base salary and all benefits to which Executive is entitled. While Executive remains employed, Executive must continue to comply with Executive’s implied duties, including those of good faith and fidelity, and comply with the obligations set out in this Agreement.

Severance Pay

Subject to the terms of this Agreement, and in accordance with the Laureate Education, Inc. Severance Policy for Executive and Non-Executive Executives, Laureate shall provide Executive

with a severance payment in the gross amount of Two Million Seven Hundred and Sixty Thousand Dollars ($2,760,000.00) less any withholding for tax and any other authorized deductions, which is an amount equivalent to one and a half (1.5) years of Executive’s current salary and target annual bonus under Laureate’s 2019 Annual Incentive Plan (collectively, the “Severance Continuation”). The Severance Continuation shall be paid in equal installments over eighteen (18) months, commencing within sixty (60) days following the Revocation Date (as defined below), in the form of payroll continuation through Laureate’s regular payroll cycle, contingent on Executive’s execution and non-revocation of the general release of claims attached hereto as Exhibit B (the “Release”).

As further consideration for entering into this Agreement, Executive shall be eligible for an amount equal to the actual bonus for 2019 that Executive would be eligible for if he continued employment with Laureate under Laureate’s 2019 Annual Incentive Plan (the “2019 Plan”), prorated for the portion of the 2019 calendar year that Executive was employed by Laureate (the “Bonus Consideration” and with the Severance Continuation, the “Severance Payment”). The Bonus Consideration shall be paid in a lump sum if and when other employees receive their bonuses in connection with the 2019 Plan, but in any event no later than March 15, 2020. The Bonus Consideration shall be calculated in accordance with the terms of the 2019 Plan, based on individual and corporate performance, as assessed by the Compensation Committee of Laureate’s Board of Directors, in its discretion. For purposes of this Agreement, Laureate shall assume that Employee met his individual goals at target such that his individual performance multiplier shall be 100% and for the corporate performance multiplier Laureate shall use the same multiplier as applied to its most senior executives. The Bonus Consideration shall be less any withholding for tax and any other authorized deductions. Executive acknowledges and agrees that, other than as provided in this paragraph Executive shall not be eligible to receive any other payment under the 2019 Plan or any subsequent year’s plan.

The Severance Payment shall be in consideration for the restrictive covenants contained herein (including on Exhibit A) and of Executive’s execution and non-revocation of the Release. In the event that Laureate shall fail to pay any installment of the Severance Payment when due and a court finally determines that such failure to pay was wrongful, then: (i) the entire balance of the unpaid balance of the Severance Payment shall bear interest at the rate of one percent (1%) per month/twelve percent (12%) per annum, compounded monthly until paid or, if less, the highest rate of interest permitted by law; and (ii) the Executive shall be entitled to reimbursement of his reasonable costs and expenses, including without limitation his legal fees, incurred in connection with enforcing his rights under this Agreement, with such reimbursement being due and payable as and when such costs are incurred.

Equity Awards

All of Executive’s various equity awards (collectively, “Equity Awards”) shall continue to be governed by their applicable terms, except as provided herein. On the Separation Date, any and all of Executive’s unvested Performance Share Units, Restricted Stock Units, and Stock Options shall be forfeited without any payment therefor. Any restrictive covenants set forth therein are replaced by this Agreement (including Exhibit A). To the extent that any Equity Awards consist

of options then the exercise period for each such option is hereby extended to the earlier of the latest original expiration date of such option or July 15, 2021.

Executive Benefits

Executive’s Laureate-provided health benefits shall terminate as of the Separation Date. Pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), Laureate shall provide Executive with written notice of the right to elect to continue health coverage, effective on the day after the Separation Date. Any conversion or continuation rights for other insurance or benefits plans shall be governed by the terms of those plans.

As further consideration for entering into this Agreement, if Executive elects to continue his healthcare benefits pursuant to COBRA and enrolls on a timely basis, Laureate shall pay the same percentage of the monthly cost of the COBRA medical, dental and vision coverage as it paid for Executive’s (and any covered dependents) coverage during Executive’s active employment for up to eighteen (18) months following the Separation Date (the “Severance Period”), including the two percent (2%) COBRA administrative premium on Executive’s medical, dental and vision coverage (the “COBRA Payment”). Thereafter, Executive may continue to receive healthcare coverage pursuant to COBRA at his own expense to the extent permitted under COBRA. Any failure by Executive to pay Executive’s portion of coverage during the Severance Period shall result in termination of continuation coverage. All payments pursuant to this paragraph shall be paid by Laureate directly to the COBRA benefit provider.

If at no time during the Severance Period has Executive become eligible for group health insurance coverage through a new employer, as soon as practicable after the Severance Period Laureate will make a lump-sum cash payment to Executive equal to six (6) multiplied by the monthly COBRA Payment. For the avoidance of doubt, such cash payment may be used for any purpose, including but not limited to continuation of medical, dental and vision coverage, and will be subject to all applicable tax withholdings.

Vacation Payout

Executive shall receive vacation payout for any earned but unused vacation days through the Separation Date.

Outplacement Services

Outplacement Services shall be rendered through a provider chosen by Laureate. Executive shall be entitled to the nine-month program of service. Laureate shall pay the provider directly and Executive shall not receive the cash equivalent of the cost of Outplacement Services should Executive choose not to use them or if such services are terminated prior to the full nine-month term. In lieu of using the provider selected by Laureate, Executive may select a different provider, subject to Laureate’s reasonable approval, provided that the cost of such provider is no greater to Laureate than the cost of the provider that was otherwise chosen by Laureate.

Laureate Property

Executive also agrees and authorizes Laureate to deduct from Executive’s Severance Payment any amounts for obligations owed by Executive (if any) for unpaid personal use of corporate credit card balances, personal telephone calls, costs of unreturned company property such as computers and keys, and other debts and obligations to Laureate, if any. Executive affirms that he has not transferred any Confidential Information (as defined in Exhibit A) to any device, email or computer system and agrees that he has returned or shall return as of the Separation Date any and all Laureate Confidential Information, regardless of format, that he has in his possession prior to and as of the Separation Date.

Cooperation during Severance Period

Executive agrees to fully cooperate with Laureate on all matters relating to Executive’s employment and the conduct of Laureate business, including resignation from various boards of directors, any litigation, claim or suit in which Laureate deems that Executive’s cooperation is needed through the end of the Severance Period. Executive further agrees that during such period Executive shall make himself available to respond to and cooperate with requests for information from Laureate. Laureate agrees that it shall reimburse Executive for any reasonable out-of- pocket expenses he may incur in providing such cooperation, including without limitation travel expenses.

Remedy for Breach of Restrictive Covenants

Non-Disparagement

Executive agrees that he shall not disparage Laureate or any of Laureate’s parents, subsidiaries, affiliates, directors, officers, employees and agents, as well as the directors, officers, employees and agents of Laureate’s parents, subsidiaries and affiliates. Laureate agrees that it will use commercially reasonable efforts to cause its executive officers and members of the Board of Directors to not disparage Executive. These non-disparagement agreements include, but are not limited to, the making of disparaging verbal comments to others or publication of documents containing disparaging statements, either electronically or on paper, unless (i) required by law,

(ii)made to a government agency as part of the agency’s investigation, or (iii) pursuant to lawful subpoena issued by a court of competent jurisdiction.

Execution of General Release

Executive shall sign the Release on or after the Separation Date, but no later than forty-five (45) days following the Separation Date. Laureate shall have no obligation to provide any payments or benefits hereunder, including the Severance Payment and COBRA payments, until the Release is executed and delivered to the Laureate and the revocation period described therein has ended without a valid revocation (“Revocation Date”). Executive understands and agrees that if he does not sign the Release, this Agreement shall be void.

Section 409A

If any provision of this Agreement contravenes Section 409A of the Internal Revenue Code of 1986 (“Section 409A”), the regulations promulgated thereunder or any related guidance issued by the U.S. Treasury Department, the parties shall reform this Agreement or any provision hereof to maintain to the maximum extent practicable the original intent of the provision without violating the provisions of Section 409A.

Further, for the purposes of Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty (60) days following the revocation date”), the actual date of payment within the specified period shall be within the sole discretion of Laureate.

Notwithstanding any provision of this Agreement to the contrary, if, at the time of Executive’s termination of employment Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), as determined under Laureate’s established methodology for determining specified employees, Executive shall not be entitled to any payments or benefits the right to which provides for a “deferral of compensation” within the meaning of Section 409A, and whose payment or provision is triggered by the termination of Executive’s employment, until the date which is the first business day following the six (6)-month anniversary of Executive’s Separation Date, with any such payments being paid in an aggregated lump sum on the first payroll date following the six (6)-month anniversary of Executive’s Separation Date.

Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements (within the meaning of Section 409A) provided under this Agreement during any tax year and subject to Section 409A shall not affect in-kind benefits or reimbursements to be provided in any other tax years and may not be liquidated or exchanged for any other benefit; and Laureate shall make any reimbursement payments to which Executive is entitled to within the calendar year in which the expense was incurred. To the extent any tax gross-up payments (within the meaning of Section 409A) are made under this Agreement, such tax gross-up payments, if any, shall be made in any event no later than the end of the calendar year immediately following the calendar year in which Executive remits the related taxes.

Other Terms

In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement. Any payment or benefit due to Executive per this Agreement shall not be subject to reduction for any compensation received from other employment, except that if Executive should be rehired in any capacity by Laureate or any of its affiliates during the severance pay period, no further severance payments shall be owed or paid as of the date of rehire.

As a condition of entering into this Agreement, the Parties mutually waive and relinquish any right to a jury trial they may have with respect to any dispute pertaining to Executive’s employment with Laureate, including its termination, this Agreement and/or its terms.

This Agreement shall be interpreted under the laws of the State of Maryland. This Agreement may be signed in counterparts.

Executive has been advised to discuss this Agreement with an attorney and Laureate hereby agrees to reimburse Executive for reasonable fees and costs incurred by him in seeking the advice of such counsel. Executive has read this Agreement and understands its terms. Executive has not relied on statements made by any of the agents of the Laureate with regard to the Agreement and enters into this Agreement voluntarily.



Ricardo M. Berckemeyer		Laureate Education, Inc.

EXECUTIVE: /s/ Ricardo M. Berckemeyer		BY: /s/ Victoria Silbey

DATE: July 15, 2019		TITLE: SVP – Chief Legal Officer

		DATE: July 19, 2019

Exhibit A

Non-Competition, Non-Solicitation, and Confidentiality


(i)	Executive hereby agrees that, without Laureate’s prior written consent, Executive shall not, directly or indirectly:

at any time during or after Executive’s employment with Laureate or its affiliates, disclose or use any non-public information concerning trade secret, know-how, software, developments, inventions, processes, technology, designs, the financial data, strategic business plans or any proprietary or confidential information, documents or materials in any form or media (collectively, “Confidential Information”) pertaining to the business of Laureate or its affiliates, except when required to perform his duties to Laureate or one of its affiliates, by law or judicial process;

at any time during Executive’s employment with Laureate or its affiliates and for a period of two years thereafter, directly or indirectly, (A) act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business that directly competes, at the relevant determination date, with the post-secondary business of Laureate or its affiliates in any country where Laureate or its Affiliates then manufactures, produces, sells, leases, rents, licenses or otherwise provides products or services, or (B) provide any services to, or otherwise intentionally assist, a prospective purchaser of an affiliate of Laureate, in connection with attempting to purchase such affiliate, including by sharing any Confidential Information; provided, however, that, notwithstanding the foregoing, Executive may, directly or indirectly own, solely as an investment, securities of any person engaged in the business of Laureate or its affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if Executive (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, own 5% or more of any class of securities of such person; and further provided that notwithstanding the foregoing, for the avoidance of doubt (i) in the United States the above restriction applies only to the business of Walden University and its affiliated entities; and (ii) in all countries post-secondary business does not include short-term, non-degree programs or related services;

at any time during Executive’s employment with Laureate or its affiliates and for a period of two years thereafter, directly or indirectly (A) solicit customers or clients of Laureate or any of its affiliates to terminate their relationship with Laureate or any of its affiliates or otherwise solicit such customers or clients to compete with any business of Laureate or any of its affiliates or (B) solicit or offer employment to any person who is, or has been at any time during the twelve

(12) months immediately preceding the termination of Executive’s employment, employed by Laureate or any of its affiliates, provided that if an employee was involuntarily terminated by Laureate or its affiliate, the twelve (12) month look

back period instead shall be six (6) months with respect to such involuntarily terminated employee;


(ii)	if Executive is bound by any other agreement with Laureate regarding the use or disclosure of Confidential Information, non-solicitation or non-competition, the provisions of this Agreement shall supersede and replace all such agreements; and

(iii)

notwithstanding, if at any time a court holds that the restrictions stated in this section are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because Executive’s services are unique and because Executive has had access to Confidential Information, the parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or threatened breach of this Agreement, Laureate or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security).

EXHIBIT B - TO BE EXECUTED ON OR AFTER THE SEPARATION DATE GENERAL RELEASE OF CLAIMS

This General Release of Claims (“Release”) is made by Ricardo M. Berckemeyer (“Executive”) in favor of Laureate Education, Inc. (the “Company”), sometimes hereinafter collectively referred to as “the Parties.”

1.Incorporation of Severance Agreement. The Parties acknowledge and agree that the terms and conditions of the Separation Agreement (“Agreement”) dated [●] above are incorporated herein by reference and that the terms of this Release are material to that Agreement.

2.Consideration. In exchange for entering into this Release, the Company shall provide Executive with the Severance Payment and other benefits under the Agreement, which he would not otherwise be entitled to receive, as set forth in the Agreement. Executive acknowledges and agrees that these benefits are sufficient consideration in exchange for the promises contained in this Release.

3.No Other Payments. Executive acknowledges that the payments set out in the Agreement shall fully compensate him for all wages, bonuses, commissions, expenses, paid time off and any other benefit to which he was owed as a result of his employment with the Company. Executive further acknowledges and agrees that the Company has complied with all of its obligations pursuant to the Agreement as of the date Executive signs this Release.

4.Return of Property. By signing below, Executive acknowledges that he has returned all property belonging to the Company, as set out in the Agreement.

5.Executive’s General Release of Claims and Promise Not to Sue. In exchange for severance pay and other benefits described in the Agreement, Executive, on behalf of himself and his spouse, heirs, successors, and assigns, hereby irrevocably waives, releases, and forever discharges the Company and its parents, subsidiaries, affiliates, directors, officers, employees and agents, as well as the directors, officers, employees and agents of its parents, subsidiaries and affiliates (in this paragraph, the “Releasees”) from all claims and demands, causes of action, suits, injuries, physical or mental, and all damages resulting therefrom, including, but not limited to, attorneys’ fees and compensatory damages, litigation costs or expenses, punitive damages and damages for emotional distress, all claims under any federal, state, or local statute, law or ordinance including, but not limited to, the Fair Labor Standards Act, The Civil Rights Act of 1866, 42 U.S.C. § 1981, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq. (including the Older Workers Benefit Protection Act) (“ADEA”), the Family and Medical Leave Act, the Americans with Disabilities Act, National Labor Relations Act, and the Labor Management Relations Act, 29

U.S.C. § 141, et seq., the Labor Management Reporting and Disclosure Act, 29 U.S.C. § 401 et seq., the Older Workers Benefit Protection Act, all claims arising under the law of any state, including but not limited to the laws of the State of Maryland, and all common law claims in law or equity of any nature that he ever had or has, shall or may have against any of the Releasees that relate to any act, event, or omission, known or unknown, intentional, unintentional, or

negligent, suspected or unsuspected, from the beginning of time up to and including the date on which this Release is signed by Executive, including, but not limited to, all claims known or unknown, asserted or unasserted which relate to any aspect of Executive’s employment by the Company or termination therefrom. Executive further agrees not to sue or otherwise institute or cause to be instituted or in any way voluntarily participate in the prosecution of any lawsuit against any of the Releasees in any federal, state, or other court concerning any claims released by this Agreement. The Parties expressly acknowledge and agree that this general release and waiver shall exclude: (1) the rights and obligations contained in or provided under the Agreement and this Release; (2) any claim, right or entitlement that Executive is not allowed by applicable law to waive or release; (3) any right Executive has to file, cooperate in or participate in a charge, complaint or proceeding with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, or any other federal state or local governmental agency or commission (“Government Agencies”), or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency. Executive acknowledges and agrees that should Executive or any administrative agency or third party pursue any Claims on Executive’s behalf, Executive waives the right to any individual monetary recovery; except that this provision does not limit Executive’s ability to recover monies pursuant to the Security and Exchange Commission’s (SEC’s) whistleblower incentive award program; (4) any claim that may arise only after his signing of this Release; (5) any right Executive may have to any benefit under the terms of the Company’s retirement benefit plans; and (6) any rights provided for in the applicable equity award agreements that Executive has as of the Separation Date related to any then vested Equity Awards. Notwithstanding the foregoing, Executive understands and acknowledges that confidential information of the Company may be disclosed where required by

(i) law or order of a court of competent jurisdiction or (ii) any federal, state or local government agency under any whistleblower or similar statute; provided that, in the case of (i) and (ii), to the extent reasonably practicable, Executive first give to the Company reasonable prior written notice of such disclosure and afford the Company, to the extent reasonably practicable, the reasonable opportunity for the Company to obtain protective or similar orders, where available. In the event that such protective order or other remedy is not obtained, or if the Company waives compliance with the terms hereof, Executive shall disclose only that portion of confidential information which, based on the advice of Executive’s legal counsel, is legally required to be disclosed and shall exercise reasonable efforts to provide that the receiving person shall agree to treat such confidential information as confidential to the extent possible (and permitted under applicable law) in respect of the applicable proceeding or process and the Company shall be given an opportunity to review the confidential information prior to disclosure thereof.

6.Specific Release of ADEA Claims. In consideration of my receipt of the Severance Payment and benefits provided to Executive under the Agreement, Executive hereby releases and forever discharges each Released Party from any and all claims that Executive may have as of the date of this Release arising under the ADEA. By signing this Release, Executive hereby acknowledges and confirm the following: (i) Executive was advised by the Company in connection with my termination of employment to consult with an attorney of Executive’s choice prior to signing this Release and to have such attorney explain to Executive the terms of this Release, including, without limitation, the terms relating to Executive’s release of claims arising under ADEA; (ii) Executive has been given a period of not fewer than 45 days to consider the

terms of this Release and to consult with an attorney of his choosing with respect thereto; (iii) Executive is providing the release and discharge set forth in this Section 6 in exchange for the consideration provided by the Agreement; and (iv) Executive has knowingly and voluntarily accepted the terms of this Release.

7.DTSA. Executive acknowledges that, pursuant to the Defend Trade Secrets Act of 2016, an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret (A) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal or (C) made to the individual’s attorney or used in a court proceeding in an anti-retaliation lawsuit based on the reporting of a suspected violation of law, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

8.Revocation. Executive has seven (7) days following the signing of this Release to revoke it, in which case this Release shall not be effective, and Executive shall not receive the Severance Payment or other benefits set out in the Agreement. Executive understands that he shall not receive any of these payments under the Agreement until the revocation period has passed without valid revocation occurring. Notice of revocation must be submitted in writing by overnight courier to the Company’s Chief Legal Officer, Laureate Education, Inc., 650 South Exeter Street, Baltimore, MD 21202, and received within the seven-day time period. IN WITNESS WHEREOF, Executive hereto knowingly and voluntarily executes this General Release of Claims as of the dates set forth below.

MAY NOT BE SIGNED PRIOR TO THE SEPARATION DATE

Ricardo M. Berckemeyer:

Date:

Exhibit 10.66

SEPARATION AGREEMENT

To: José Roberto Loureiro

From: Eilif Serck-Hanssen

Date: July 25, 2019

The following Separation Agreement (the “Agreement”) is between Laureate Education, Inc. (together with its subsidiaries, including Rede Internacional de Universidades Laureate LTDA, “Laureate”) and José Roberto Loureiro (“Executive”). As per as Laureate’s decision, Executive’s employment relationship with Laureate shall terminate as described below, and Laureate and Executive wish to voluntarily resolve all issues that arise out of the employment relationship. Nothing in this Agreement constitutes an admission of fault or liability by either party.

Based on these mutual promises, Laureate and Executive agree as follows:

Employment Status

The employment relationship shall end and Executive shall be separated from service on July, 31, 2019 (the “Separation Date”). Except as expressly otherwise set forth herein, this Agreement replaces all prior agreements, whether verbal or written, between Laureate and Executive as to any aspect of Executive’s employment.

Executive shall remain a full-time, at-will employee of Laureate through the Separation Date. During the period from the date hereof through the Separation Date, Laureate reserves the right at any time to require Executive to remain away from Laureate’s premises, to work from home, or to otherwise assist in the transition process. Executive may be relieved of some or all of his duties in Laureate’s sole discretion. While Executive remains employed, Laureate shall continue to pay Executive his base salary and all benefits to which Executive is entitled. While Executive remains employed, Executive must continue to comply with Executive’s implied duties, including those of good faith and fidelity, and comply with the obligations set out in this Agreement.

Severance Pay

Subject to the terms of this Agreement, and in accordance with the Laureate Education, Inc. Severance Policy for Executives, Laureate shall provide Executive with a voluntary severance payment (the “Voluntary Severance”) in excess of the severance or other termination benefits Executive is eligible to receive under applicable law (“Statutory Severance”, which term is inclusive of twelve (12) months of subsidies for the continuation for Executive’s health insurance). Such Voluntary Severance payment shall supplement the Statutory Severance for a total aggregate gross amount of Three Million Seven Hundred Two Thousand Four Hundred Eighty Two Brazilian Reais

and Sixty Eight Centavos (R$3,702,482.68), less any withholding for tax and any other authorized deductions, which is an amount equivalent to one (1) year of Executive’s current salary and target annual bonus under Laureate’s 2019 Annual Incentive Plan (collectively, the “Total Severance”). To the extent practicable in the Company’s reasonable discretion, cash amounts due in satisfaction of the Statutory Severance shall be paid in a lump sum, and in any event shall be paid in accordance with applicable law. The Voluntary Severance shall be paid in equal installments over twelve (12) months (the “Severance Period”), commencing within thirty (30) days following the Execution Date (as defined below), contingent on Executive’s execution of the general release of claims attached hereto as Exhibit A (the “Release”). The Voluntary Severance will be paid by direct deposit in accordance with Executive’s prior instructions.

Executive acknowledges and agrees that the Voluntary Severance and Bonus Consideration (collectively, the “Incremental Payments”) exceed any payment, benefit, or other thing of value to which Executive might otherwise be entitled under any policy, plan, or procedure of the Company or under applicable law. The Incremental Payments shall be in consideration for the restrictive covenants incorporated herein and Executive’s execution and delivery of the Release. For the avoidance of doubt, the Incremental Payments do not include the Statutory Severance.

For the avoidance of doubt, the Total Severance shall represent the total gross amount of severance to be earned by the Executive, representing the sum of the Voluntary Severance and the Statutory Severance; accordingly, the exact amount of the Voluntary Severance will be determined after the appraisal of the Statutory Severance.

Equity Awards

All of Executive’s various equity awards and management stockholders’ agreements shall continue to be governed by their applicable terms, including any restrictive covenants set forth therein. On the Separation Date, any and all of Executive’s unvested Performance Share Units, Restricted Stock Units, and Stock Options shall be forfeited without any payment therefor. Executive will have ninety (90) days from the Separation Date to exercise any vested Stock Options, after which any unexercised vested Stock Options will be forfeited without any payment therefor.

Executive Benefits

Executive’s current Laureate-provided health and other benefits shall terminate as of the Separation Date. Provided Executive has first executed and delivered the Release to the Company, after the later of the Separation Date or Laureate’s receipt of a signed Release, Laureate will provide the Executive with the same health and life insurance benefits and subsidies that it provided to Executive during his employment with Laureate until the first anniversary of the Separation Date.

Vacation Payout

Executive shall receive vacation payout for any earned but unused vacation days through the Separation Date.

Outplacement Services

Laureate Property

It is Executive’s responsibility to return all Laureate property to Laureate’s Human Resources Department by the end of the day on the Separation Date. Laureate property includes, but is not limited to, computer hardware and software, manuals, customer information, any and all confidential and proprietary information, corporate credit cards, keys and security passes. Failure to do so could result, at Laureate’s discretion, in the cancellation of this Agreement and any severance payments hereunder. Executive also agrees and authorizes Laureate to deduct from Executive’s severance any amounts for obligations owed by Executive for unpaid corporate credit card balances, personal telephone calls, costs of unreturned company property such as computers and keys, and other debts and obligations to Laureate to the maximum extent allowed under applicable law. Executive affirms that he has not transferred any Laureate confidential information to any device, email or computer system and agrees that he has returned any and all Laureate confidential information, regardless of format, that he had in his possession. Notwithstanding anything in this Agreement or elsewhere to the contrary, Executive and Laureate agree that Executive will be permitted to retain (i) his Laureate owned cell phone (and the phone number associated with that cell phone) and (ii) his Laureate

owned tablet and laptop, provided however, that the Laureate has to its satisfaction deleted or removed all Laureate software, documents, or work product stored thereupon any of them.

Cooperation During Severance Period

Executive agrees to fully cooperate with Laureate on all matters relating to Executive’s employment and the conduct of Laureate business, including any litigation, claim or suit in which Laureate deems that Executive’s cooperation is needed. Executive further agrees that during the Severance Period Executive shall make himself available to respond to and cooperate with requests for information from Laureate. Laureate agrees that it shall reimburse Executive for any reasonable out-of-pocket expenses he may incur in providing such cooperation, including without limitation travel expenses. Executive will resign as an officer and/or director, as applicable, of all of Laureate-affiliated entities where he currently serves in such capacities. Executive hereby covenants and agrees, without the necessity of any further consideration, to execute and deliver any and all such further documents and take any and all such other actions as may be necessary or appropriate to carry out the intent and purposes of this Agreement, including without limitation to facilitate Executive’s resignation and/or removal as an officer and/or director, as applicable, of all of the Company’s affiliated entities. Unreasonable refusal on the part of Executive to cooperate with Laureate’s requests shall constitute grounds for Laureate to discontinue the severance payment arrangement immediately and Laureate shall owe no further payments of any kind to Executive.

Remedy for Breach of Restrictive Covenants

In the event that Executive breaches any restrictive covenant (including with respect to post-employment confidential information, trade secrets, property, cooperation, non-disparagement, non-competition, and non-solicitation of customers and employees) in this Agreement (including Exhibit B), Laureate may seek injunctive relief and damages (including requiring the Executive to pay to Laureate any amounts actually paid to him by Laureate in respect of any Incremental Payment under this Agreement) and at such time will immediately cease the Incremental Payments and any other additional benefits provided herein, other than the Statutory Severance.

Non-Disparagement

Executive agrees that he shall not disparage Laureate or any of Laureate’s parents, subsidiaries, affiliates, directors, officers, employees and agents, as well as the directors, officers, employees and agents of Laureate’s parents, subsidiaries and affiliates. This non-disparagement agreement includes, but is not limited to, the making of disparaging verbal comments to others or publication of documents containing disparaging statements, either electronically or on paper, unless required by law, made to a government agency as part of the agency’s investigation, or pursuant to lawful subpoena issued by a court of competent jurisdiction.

Execution of General Release at Separation Date

Executive shall sign the Release on or after the Separation Date, but no later than thirty (30) days following the Separation Date. Laureate shall have no obligation to provide any payments or benefits

hereunder (except the Statutory Severance), including the Incremental Payments, until the Release is executed and delivered to Laureate (“Execution Date”). Executive understands and agrees that if he does not sign the Release, although he will not receive any Incremental Payment, he shall remain obligated to the other terms and conditions of this Agreement.

Other Terms

This Agreement shall inure to the benefit of and shall be binding on the assigns and heirs of Executive and on the purchasers and assigns of Laureate. This Agreement contains the entire understanding of the parties and supersedes any previous agreements between Laureate and Executive, including Executive’s employment agreement with Rede Internacional de Universidades Laureate LTDA, and shall not be changed except by another written, signed Agreement.

As a condition of entering into this Agreement, the Parties mutually waive and relinquish any right to a jury trial in the United States they may have with respect to any dispute pertaining to Executive’s employment with Laureate, including its termination, this Agreement and/or its terms.

To the extent not preempted by the law of Brazil, this Agreement shall be interpreted under the laws of the State of Maryland.

This Agreement may be signed in counterparts.

Executive has been advised to discuss this Agreement with an attorney. Executive has read this Agreement and understands its terms. Executive has not relied on statements made by any of the agents of the Laureate with regard to the Agreement and enters into this Agreement voluntarily.

José Roberto Loureiro Laureate Education, Inc.

EXECUTIVE: /s/ José Roberto Loureiro__ BY: /s/ Timothy Grace ___________

DATE: _ 7/29/19_____________________

TITLE: _ CHRO__________________

DATE: __7/31/19_________________

EXHIBIT A - TO BE EXECUTED ON OR AFTER THE SEPARATION DATE

GENERAL RELEASE OF CLAIMS

This General Release of Claims (“Release”) is made by Josè Roberto Loureiro (“Executive”) in favor of Laureate Education, Inc. (the “Company”), sometimes hereinafter collectively referred to as “the Parties.”

1.Incorporation of Severance Agreement. The Parties acknowledge and agree that the terms and conditions of the Separation Agreement (“Agreement”) dated July 25, 2019 above are incorporated herein by reference and that the terms of this Release are material to that Agreement.

2.Consideration. In exchange for entering into this Release, the Company shall provide Executive with the Incremental Payments (other than the Statutory Severance), and other benefits under the Agreement, which he would not otherwise be entitled to receive, as set forth in the Agreement. Executive acknowledges and agrees that these benefits are sufficient consideration in exchange for the promises contained in this Release.

4.Return of Property. By signing below, Executive acknowledges that he has returned all property belonging to the Company, except if and as permitted to retain the same pursuant to the terms of the Agreement.

5.Executive’s General Release of Claims and Promise Not to Sue. In exchange for the Incremental Payments and other benefits described in the Agreement, Executive, on behalf of himself and his spouse, heirs, successors, and assigns, hereby irrevocably waives, releases, and forever discharges the Company and its parents, subsidiaries, affiliates, directors, officers, employees and agents, as well as the directors, officers, employees and agents of its parents, subsidiaries and affiliates (in this paragraph, the “Releasees”) from all claims and demands, causes of action, suits, injuries, physical or mental, and all damages resulting therefrom, including, but not limited to, attorneys’ fees and compensatory damages, litigation costs or expenses, punitive damages and damages for emotional distress, all claims under any federal, state, or local statute, law or ordinance, all claims arising under the law of any state, including but not limited to the laws of the State of Maryland and the laws of Brazil, and all common law claims in law or equity of any nature that he ever had or has, shall or may have against any of the Releasees that relate to any act, event, or omission, known or unknown, intentional, unintentional, or negligent, suspected or unsuspected, from the beginning of time up to and including the date on which this Release is signed by Executive, including, but not limited to, all claims known or unknown, asserted or unasserted which relate to any aspect of Executive’s employment by the Company (or any subsidiary or affiliate) or termination

from such employment. Executive further agrees not to sue or otherwise institute or cause to be instituted or in any way voluntarily participate in the prosecution of any lawsuit against any of the Releasees in any federal, state, or other court concerning any claims released by this Agreement. The Parties expressly acknowledge and agree that this general release and waiver shall exclude: (1) the rights and obligations contained in or provided under the Agreement and this Release; (2) any right or entitlement that Executive is not allowed by applicable law to waive or release; (3) any right Executive has to file, cooperate in or participate in a charge, complaint or proceeding with applicable government agencies (“Government Agencies”), or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency. Executive acknowledges and agrees that should Executive or any administrative agency or third party pursue any Claims on Executive’s behalf, Executive waives the right to any individual monetary recovery; (4) any claim that may arise only after his signing of this Release; (5) any right Executive may have to any benefit under the terms of the Company’s retirement benefit plans, to the extent applicable; and (6) his right to any tail coverage under the Company’s or any subdiary’s directors and officers insurance coverage, if and as applicable to his service as an officer of the Company or its subsidiaries prior to the Separation Date. Notwithstanding the foregoing, Executive understands and acknowledges that confidential information of the Company may be disclosed where required by (i) law or order of a court of competent jurisdiction or (ii) any federal, state or local government agency under any whistleblower or similar statute; provided that, in the case of (i) and (ii), to the extent reasonably practicable, Executive first give to the Company reasonable prior written notice of such disclosure and afford the Company, to the extent reasonably practicable, the reasonable opportunity for the Company to obtain protective or similar orders, where available. In the event that such protective order or other remedy is not obtained, or if the Company waives compliance with the terms hereof, Executive shall disclose only that portion of confidential information which, based on the advice of legal counsel, is legally required to be disclosed and shall exercise reasonable efforts to provide that the receiving person shall agree to treat such confidential information as confidential to the extent possible (and permitted under applicable law) in respect of the applicable proceeding or process and the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof.

[Signature Page follows]

IN WITNESS WHEREOF, Executive hereto knowingly and voluntarily executes this General Release of Claims as of the dates set forth below.

MAY NOT BE SIGNED PRIOR TO THE SEPARATION DATE

José Roberto Loureiro:

_ /s/ José Roberto Loureiro________________________

Date: __7/31/19________________________________

[Signature Page to Release]

Exhibit B

Non-Competition, Non-Solicitation, and Confidentiality


1)	Executive hereby agrees that, without Laureate’s prior written consent, Executive shall not, directly or indirectly:

at any time during Executive’s employment with Laureate or its affiliates and for a period of one year thereafter, directly or indirectly, (A) act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business that directly competes, at the relevant determination date, with the post-secondary business of Laureate or its affiliates in any geographic area in South America where Laureate or its Affiliates manufactures, produces, sells, leases, licenses or otherwise provides products or services, or (B) provide any services or assistance to a prospective purchaser of an affiliate of Laureate, including by sharing any Confidential Information; provided, however, that, notwithstanding the foregoing, Executive may, directly or indirectly own, solely as an investment, securities of any person engaged in the business of Laureate or its affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if Executive (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, own 5% or more of any class of securities of such person; and further provided, that notwithstanding the foregoing, for the avoidance of doubt, it is acknowledged and agreed that it shall not be deemed to be a violation of these provisions for Executive to meet with representatives of the Brazilian federal government to discuss higher education generally, nor shall Executive be prohibited from taking employment with any government ministry. In no event may Executive disclose or use any Laurate Confidential Information or be remunerated to otherwise provide assistance to any Laureate competitor;

at any time during Executive’s employment with Laureate or its affiliates and for a period of one year thereafter, directly or indirectly (A) solicit customers or clients of Laureate or any of its affiliates to terminate their relationship with Laureate or any of its affiliates or otherwise solicit such customers or clients to compete with any business of Laureate or any of its affiliates or (B) solicit or offer employment to any person who is, or has been at any time during the twelve (12) months immediately preceding the termination of Executive’s

employment, employed by Laureate or any of its affiliates provided, that if an employee was involuntarily terminated by Laureate or its affiliate, the twelve (12) month look back period instead shall be six (6) months with respect to such involuntarily terminated employee ;


2)	if Executive is bound by any other agreement with Laureate regarding the use or disclosure of Confidential Information, non-solicitation or non-competition, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any solicitation, competition or more extensive use or disclosure of Confidential Information;

Exhibit 21.1

Laureate Education, Inc.

List of Subsidiaries as of July 23, 2019



Company	Jurisdiction of Organization	D/B/A
GNUCO Pty Ltd	Australia
Laureate Education Services Australia Pty. Ltd.	Australia
LEI Australia Education, Pty. Ltd.	Australia
LEI Australia Holdings Pty Ltd	Australia
LEI Higher Education Holdings Pty Ltd	Australia
LESA Education Services Holding Pty Ltd	Australia
Think: Colleges Pty Ltd	Australia	APM College of Business and Communication, Australasian College of Natural Therapies, Billy Blue College of Design, Jansen Newman Institute, Southern School of Natural Therapies, William Blue College of Hospitality Management, Australian National College of Beauty, CATC Design School
Think: Education Group Pty Ltd	Australia
Think: Education Services Pty Ltd	Australia
Torrens University Australia Limited	Australia
AUBH Management SPC	Bahrain
Educacao Interativa do Brasil, Ltda.	Brazil
FACS Serviços Educacionais Ltda.	Brazil	Universidade Salvador
Faculdades Metropolitanas Unidas Educacionais Ltda.	Brazil	Centro Universitario das Faculdades Metropolitanas Unidas (“FMU”)
FADERGS—Faculdade de Desenvolvimento do Rio Grande do Sul Ltda.	Brazil
Fundaçao Encontro das Aguas	Brazil	Centro Universitario do Norte
Instituto Brasileiro de Medicina de Reabilitação, Ltda.	Brazil	Centro Universitario IBMR
ISCP—Sociedade Educacional Ltda.	Brazil	Universidade Anhembi Morumbi
Rede Internacional de Universidades Laureate Ltda.	Brazil
Sociedade Capibaribe de Educação e Cultura Ltda.	Brazil	Faculdade dos Guararapes
Sociedade de Desenvolvimento Cultural do Amazonas Ltda.	Brazil	Centro Universitario do Norte—UniNorte
Sociedade de Educação Ritter dos Reis Ltda	Brazil	Centro Universitario Ritter dos Reis—Uniritter
Sociedade de Ensino Superior da Bahia	Brazil
Sociedade Educacional Luiz Tarquinio	Brazil
Sociedade Paraibana de Educação e Cultura Ltda.	Brazil	Faculdade Internacional da Paraiba
Sociedade Potiguar de Educação e Cultura Ltda.	Brazil	Universidade Potiguar
LEI Combination Holdings Limited	Cayman Islands
LE University Holding Company Limited	Cayman Islands
CAMPVS Mater, SpA	Chile
Center for Executive Education IEDE SpA	Chile
Centro de Formación Técnica Instituto AIEP Regional SpA	Chile



Centro de Formación Técnica Instituto AIEP SpA	Chile
Centro de Innovación y Emprendimiento UVV Limitada	Chile
Corporación Universidad Nacional Andrés Bello	Chile	Universidad Andrés Bello
Fleet Street Development Company SpA	Chile
IEDE Chile Institute for Executive Development SpA	Chile
Inmobiliaria e Inversiones San Genaro Dos SpA	Chile
Inmobiliaria e Inversiones San Genaro SpA	Chile
Inmobiliaria Educacional SpA	Chile
Instituto Nacional de Computación y Administración de Empresas INDAE Limitada	Chile
Instituto Profesional AIEP SpA	Chile
Instituto Profesional Escuela Moderna de Musica SpA	Chile
Laureate Chile II SpA	Chile
Laureate Desarrollos Educacionales SpA	Chile
Servicios Andinos SpA	Chile
Servicios Profesionales Andrés Bello SpA	Chile
Sociedad Educacional Campvs SpA	Chile
Universidad de Las Américas	Chile
Universidad de Viña del Mar	Chile	Universidad Viña del Mar
Beijing INTI Management College	China
Blue Mountains Hotel Management Consulting (Shanghai) Co. Ltd.	China	Blue Mountains International Hotel Management School
DeZen Education Training (China) Co., Ltd	China
Laureate Investment Consulting (Shanghai) Co., Ltd.	China
Education Holding Costa Rica S.R.S. (fka Laureate Holding Costa Rica S.R.L.)	Costa Rica
Lusitania S.R.L.	Costa Rica	Universidad Latina de Costa Rica
Universidad Americana UAM S.R.L.	Costa Rica
Universidad U Latina S.R.L.	Costa Rica	Universidad Latina de Costa Rica
Corporacion Cientifico Humanista UDLA	Ecuador
Servicios Profesionales Ad Portas Cia. Ltda.	Ecuador
Fleet Street Development Company Honduras, S. de R.L. de C.V.	Honduras
Fundación Para el Desarollo de la Educación y Fomento de la Iniciativa Empresarial	Honduras
Education Honduras, S. de R.L. de C.V. (fka Laureate Honduras, S. de R.L. de C.V.)	Honduras
Universidad Tecnológica Centroamericana	Honduras	Universidad Tecnológica Centroamericana; Centro Universitario Tecnológico
INTI College Hong Kong Ltd	Hong Kong
INTI Education (International) Ltd	Hong Kong
Jia Yue Investment Limited	Hong Kong
Laureate Education Asia Limited	Hong Kong
LEI China Limited	Hong Kong
LEI Holdings, Limited	Hong Kong
Merit International (HK) Limited	Hong Kong



India Centric Education Hub Private Limited	India
South Asia International Institute Charitable Society	India
Sylvan Learning India Private Limited	India
LEI Japan Holdings K.K.	Japan
Fleet Street Investments Sarl	Luxembourg
Erti Utama Sdn Bhd	Malaysia
Exeter Street Holdings Sdn. Bhd.	Malaysia
INTI Asset Management Sdn Bhd	Malaysia
INTI Assets Holdings Sdn Bhd	Malaysia
INTI Education Holdings Sdn Bhd	Malaysia
INTI Education Sdn Bhd	Malaysia
INTI Higher Learning Centre Sdn Bhd	Malaysia
INTI IABS Sdn. Bhd	Malaysia	INTI College Sarawak
INTI Instruments (M) Sdn Bhd	Malaysia	INTI International College Subang
INTI International College Kuala Lumpur Sdn Bhd	Malaysia	INTI International College Kuala Lumpur
INTI International College Penang Sdn Bhd	Malaysia	INTI International College Penang
INTI International Education Sdn Bhd	Malaysia	INTI International University
INTI Kinabalu Sdn Bhd	Malaysia	INTI College Sabah
INTI Management Services Sdn Bhd	Malaysia
INTI Universal Holdings Sdn. Bhd.	Malaysia
LEI Management Asia, Sdn Bhd	Malaysia
MIM‑IMS Education Sdn Bhd	Malaysia	MIM‑INTI Management Institute
PJ College of Art & Design Sdn Bhd	Malaysia
Colegio Americano de Veracruz, S.C.	Mexico	Universidad del Valle de Mexico
Colegio Villa Rica Coatzacoalcos, S.C.	Mexico	Universidad del Valle de Mexico
Colegio Villa Rica, S.C.	Mexico	Universidad del Valle de Mexico
Corparación Educativa de Celaya, S.C.	Mexico
Fundacion UVM S.C. (fka Fundación Laureate S.C).	Mexico
Estrater, S.A. de C.V. SOFOM ENR	Mexico
Grupo Educativo UVM, S.C.	Mexico	Universidad del Valle de Mexico
Institute for Executive Development Mexico S.A. de C.V.	Mexico
Laureate Education Mexico, S. de R.L. de C.V.	Mexico
LE Proteccion Contigo Agente de Seguros, SA de CV	Mexico
Planeacion de Sistemas, S.A.P.I. de C.V.	Mexico
Servicios Regionales Universitarios LE, S.C.	Mexico
Universidad Autónoma de Veracruz, S.C.	Mexico	Universidad del Valle de Mexico
Universidad del Valle de Mexico del Noreste, S.C.	Mexico	Universidad del Valle de Mexico
Universidad del Valle de México, S.C.	Mexico	Universidad del Valle de Mexico
Universidad Tecnológica de Mexico, S.C.	Mexico	Universidad Tecnológica de México; Universidad del Valle de Mexico
UVM Educación, S.C.	Mexico	Universidad del Valle de Mexico
UVM Formación, S.C.	Mexico	Universidad del Valle de Mexico
Administradora CA Universitaria, S.C.	Mexico
CH Holding Netherlands B.V.	Netherlands



Education Trademark B.V.	Netherlands
Fleet Street International Universities C.V.	Netherlands
Laureate I B.V.	Netherlands
Laureate Coöperatie U.A.	Netherlands
Education Turkey B.V. (fka Laureate Education—Turkey B.V).	Netherlands
Laureate International B.V.	Netherlands
Laureate Middle East Holdings B.V.	Netherlands
Laureate Online Education B.V.	Netherlands	University of Liverpool; University of Roehampton
Education Honduras B.V. (fka Laureate Real Estate Holdings B.V).	Netherlands
Laureate Trademark Holding B.V.	Netherlands
Laureate‑University of Liverpool Ventures B.V.	Netherlands
LEI AMEA Investments B.V.	Netherlands
LEI Bahrain Investments B.V.	Netherlands
LEI European Investments, B.V.	Netherlands
LEI Global Holding I B.V.	Netherlands
Online Higher Education B.V.	Netherlands
Fundaempresa B.V.	Netherlands
LEI New Zealand	New Zealand
Media Design School	New Zealand
Visam Properties Limited	New Zealand
Castro Harrigan Asociados Panamá, S. de R.L.	Panama
Desarrollos Urbanos Educativas, S. de R.L.	Panama
Laureate Panamá S. de R.L.	Panama
Ulatec, S. de R.L.	Panama
Universidad Interamericana de Panamá, S. de. R.L.	Panama
Inversiones Educacionales Perú S.R.L.	Peru
Laureate Education Perú S.R.L.	Peru
Metramark S.A.C.	Peru
Universidad Peruana de Ciencias Aplicadas S.A.C.	Peru
Universidad Privada del Norte S.A.C.	Peru
Instituto de Educación Superior Tecnológico Privado Red Avansys S.A.C.	Peru
OIE Support spółka z ograniczoną odpowiedzialnością w organizacji	Poland
Laureate Vocational Saudi Limited	Saudi Arabia
Laureate Middle East Saudi Arabia Limited	Saudi Arabia
LEI Singapore Holdings Pte. Ltd.	Singapore
ICE Inversiones Brazil, S.L.	Spain
Iniciativas Culturales de España SL	Spain
St. Theresa INTI Development Co. Limited	Thailand
Bilgi Egitim Ve Kultur Vakfi	Turkey
Bilgili Halkla İlişkiler ve İletişim Limited Şirketi	Turkey
Bilgi Iletişim Grubu Yayincilik Müzik Yapim Ve Haber Ajansi Ltd. Şti	Turkey



Bilgili Temizlik ve Tadilat Hizmetleri Limited Şirketi	Turkey
Bilgili Yapımcılık Ticaret Limited Şirketi	Turkey
Istanbul Bilgi University	Turkey
Media Com Halkla Ilişkiler Ve Iletişim Limited Şirketi	Turkey
Öztan Temizlik Ve Tadilat Hizmetleri Ticaret Ltd. Şti	Turkey
Ulet Uluslararasi Danişmanlik Eğitim Teknolojileri Sanayi ve Ticaret Limited Şirketi Ortaklar Kurulu Karari	Turkey
Laureate‑Obeikan, Ltd.	United Arabs Emirates
Canter and Associates, LLC	Delaware, USA
Educational Satellite Services, Inc.	Delaware, USA
Exeter Street Holdings LLC	Maryland, USA
Fleet Street Aviation, LLC	Washington, USA
Fleet Street International University Holdings, LLC	Maryland, USA
FSIUH Holding LLC	Maryland, USA
Kendall College LLC	Illinois, USA
LEI Administration, LLC	Maryland, USA
National Hispanic University, LLC	California, USA
NewSchool of Architecture and Design, LLC	California, USA
Post‑Secondary Education Acquisition Corporation	Delaware, USA
The Canter Group of Companies, LLC	California, USA
Walden e‑Learning, LLC	Delaware, USA
Walden University, LLC	Florida, USA
Wall Street International Holdings‑US I, Inc.	Maryland, USA

Exhibit 31.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Eilif Serck-Hanssen, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of Laureate Education, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information related to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


	(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


	(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2019

Exhibit 31.1

/s/ EILIF SERCK-HANSSEN

Eilif Serck-Hanssen

Chief Executive Officer

Exhibit 31.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Jean-Jacques Charhon, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of Laureate Education, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information related to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


	(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


	(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 8, 2019

Exhibit 31.2

/s/ JEAN-JACQUES CHARHON

Jean-Jacques Charhon

Executive Vice President and Chief Financial Officer

Exhibit 32

Certificate Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002

In connection with the Quarterly Report of Laureate Education, Inc. on Form 10-Q for the period ended June 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of Laureate Education, Inc. does hereby certify, to the best of such officer’s knowledge and belief, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 8, 2019

/s/ EILIF SERCK-HANSSEN

Eilif Serck-Hanssen

Chief Executive Officer

/s/ JEAN-JACQUES CHARHON

Jean-Jacques Charhon

Executive Vice President and Chief Financial Officer

The certification set forth above is being furnished as an exhibit solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of the Report as a separate disclosure document of Laureate Education, Inc. or the certifying officers.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Laureate Education, Inc. and will be retained by Laureate Education, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.