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 (i) our current growth strategy and other future plans,
strategies or transactions that may be identified, explored or implemented and
any litigation or dispute resulting from any completed transaction, (ii) any
anticipated share repurchases or cash distributions, and (iii) the potential
impact of the COVID-19 pandemic on our business or the global economy as a whole
are forward­looking statements. In addition, we, through our senior management,
from time to time make forward­looking public statements concerning our expected
future operations and performance and other developments. All of these
forward­looking statements are subject to risks and uncertainties that may
change at any time, including with respect to our current growth strategy and
the impact of any completed divestiture or separation transaction on our
remaining businesses. Accordingly, our actual results may differ materially from
those we expected. We derive most of our forward­looking 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 and risk factor 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, 2021 (the 2021 Form 10-K).
Some of the factors that we believe could affect our results include:

•the risks associated with operating our portfolio of degree-granting higher
education institutions in Mexico and Peru, including complex business, foreign
currency, political, legal, regulatory, tax and economic risks;

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



•the risks and uncertainties related to the long-term effect to the Company of
the COVID-19 pandemic and any resurgence, including, but not limited to, its
effect on student enrollment, tuition pricing, and collections in future
periods;

•our ability to effectively manage the growth of our business and increase our operating leverage;



•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 markets in which 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; and

•the future trading prices of our common stock and the impact of any securities analysts' reports on these prices.




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.
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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
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 Adopted Accounting Standards.




Overview

Our Business

We operate a portfolio of degree-granting higher education institutions in
Mexico and Peru. Collectively, we have approximately 405,100 students enrolled
at five institutions in these two countries. We believe that the higher
education markets in Mexico and Peru present an attractive long-term
opportunity, primarily because of the large and growing imbalance between the
supply and demand for affordable, quality higher education in those markets. We
believe that the combination of the projected growth in the middle class,
limited government resources dedicated to higher education, and a clear value
proposition demonstrated by the higher earnings potential afforded by higher
education, creates substantial opportunities for high-quality private
institutions to meet this growing and unmet demand. By offering high-quality,
outcome-focused education, we believe that we enable students to prosper and
thrive in the dynamic and evolving knowledge economy. We have two reportable
segments as described below. We group our institutions by geography in Mexico
and Peru for reporting purposes.

COVID-19



In response to the COVID-19 pandemic, we transitioned the educational delivery
method at all of our institutions to be online, leveraging our existing
technologies and learning platforms to serve students outside of the traditional
classroom setting. Face-to-face educational activities have now resumed at most
of our campuses. We will continue to monitor the situation and adjust based on
what is most appropriate for each market. See also "Item 1A-Risk Factors-An
epidemic, pandemic or other public health emergency, such as the current global
coronavirus (COVID-19) outbreak and the efficacy and distribution of COVID-19
vaccines in the locations in which we operate could have a material adverse
effect on our business, financial condition, cash flows and results of
operations" in our 2021 Form 10-K.

Discontinued Operations



As a result of the strategic review first announced in January 2020, during the
third quarter of 2020, the Company completed a sale of its operations in Chile
and signed agreements to sell its operations in Brazil, Australia and New
Zealand, as well as Walden University in the United States. Additionally, prior
to 2020, the Company had announced the divestiture of certain other subsidiaries
in Europe, Asia and Central America, which has been completed. These
announcements represented strategic shifts that had a major effect on the
Company's operations and financial results. Accordingly, all of the divestitures
that were part of these strategic shifts were accounted for as Discontinued
Operations for all periods presented in accordance with Accounting Standards
Codification (ASC) 205-20, "Discontinued Operations" (ASC 205).

All planned divestitures have now been completed, and the Company has concluded
its strategic review process. The Company's continuing operations are Mexico and
Peru. All other markets have been divested (the Discontinued Operations).

The Discontinued Operations are excluded from the segment information for all
periods presented, as they do not meet the criteria for a reportable segment
under ASC 280, "Segment Reporting." Unless indicated otherwise, the information
in the
                                       22
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MD&A relates to continuing operations. See also Note 4, Discontinued Operations and Assets Held for Sale, in our consolidated financial statements included elsewhere in this Form 10-Q.

Our Segments



Our segments generate revenues by providing an education that emphasizes
profession-oriented fields of study with undergraduate and graduate degrees in a
wide range of disciplines. Our educational offerings utilize hybrid (a
combination of online and in-classroom) courses and programs to deliver their
curriculum. The Mexico and Peru markets are characterized by what we believe is
a significant imbalance between supply and demand. The demand for higher
education is large and growing and is fueled by several demographic and economic
factors, including a growing middle class, global growth in services and
technology-related industries and recognition of the significant personal and
economic benefits gained by graduates of higher education institutions. The
target demographics are primarily 18- to 24-year-olds in the countries in which
we compete. We compete with other private higher education institutions on the
basis of price, educational quality, reputation and location. We believe that we
compare favorably with competitors because of our focus on quality,
professional-oriented curriculum and the competitive advantages provided by our
network. There are a number of private and public institutions in Mexico and
Peru, and it is difficult to predict how the markets will evolve and how many
competitors there will be in the future. We expect competition to increase as
the Mexican and Peruvian markets mature. Essentially all of our revenues were
generated from private pay sources as there are no material government-sponsored
loan programs in Mexico or Peru. Specifics related to both of our reportable
segments are discussed below:

•Private education providers in Mexico constitute 35% of the total
higher-education market. The private sector plays a meaningful role in higher
education, bridging supply and demand imbalances created by a lack of capacity
at public universities. Laureate owns two nationally licensed institutions and
is present throughout the country with a footprint of over 35 campuses. Students
in our Mexican institutions typically finance their own education.

•In Peru, private universities are increasingly providing the capacity to meet
growing demand and constitute approximately 69% of the total higher-education
market. Laureate owns three institutions in Peru.

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 inter-segment revenues
and expenses.

The following information for our reportable segments is presented as of
March 31, 2022:
                                                                          2022 YTD Revenues     % Contribution to 2022 YTD
                                   Institutions         Enrollment        ($ in millions)(1)             Revenues
Mexico                                  2                 196,800       $             142.5                            68  %
Peru                                    3                 208,300                      65.4                            32  %
Total (1)                               5                 405,100       $             209.6                           100  %

(1) Amounts related to Corporate totaled $1.6 million and are not separately presented.



Challenges

Our operations are outside of the United States and are subject to complex
business, economic, legal, regulatory, political, tax and foreign currency
risks, which may be difficult to adequately address. 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. See "Item 1A-Risk Factors-Risks
Relating to Our Business-We operate a portfolio of degree-granting higher
education institutions in Mexico and Peru and are subject to complex business,
economic, legal, political, tax and foreign currency risks, which risks may be
difficult to adequately address," in our 2021 Form 10-K. We plan to grow our
operations organically by: 1) adding new programs and course offerings,
including online and hybrid 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.

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Regulatory Environment and Other Matters



Our business is subject to varying laws and regulations based on the
requirements of local jurisdictions. These laws and regulations are subject to
updates and changes. 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 laws
and regulations. See also "Item 1A-Risk Factors-Risks Relating to Our
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," and "Item 1-Business-Industry Regulation" in our 2021
Form 10-K for a detailed discussion of our different regulatory environments.

Key Business Metric

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. Each institution has a "Primary Intake" period
during each academic year in which the majority of the enrollment occurs. Most
institutions also have one or more smaller "Secondary Intake" periods. Our
Peruvian institutions have their Primary Intake during the first calendar
quarter and a Secondary Intake during the third calendar quarter. Institutions
in our Mexico segment have their Primary Intake during the third calendar
quarter and a Secondary Intake during the first calendar quarter. Our
institutions in Peru are generally out of session in January, February and July,
while institutions in Mexico are generally out of session in May through July.
Revenues are recognized when classes are in session.

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 and
other discounts, refunds and waivers. In addition to tuition revenues, we
generate other revenues from student 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. 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 remain competitive in all the markets in which we operate.

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.

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.


                                       24
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Factors Affecting Comparability

Dispositions



Any dispositions of our continuing operations would 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
shifts are included in Discontinued Operations for all periods presented.

Foreign Exchange



While the USD is our reporting currency, our institutions are located in Mexico
and Peru and operate in other functional currencies, namely the Mexican peso and
Peruvian nuevo sol. 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 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 Business-Our reported revenues and earnings may be
negatively affected by the strengthening of the U.S. dollar and currency
exchange rates" in our 2021 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, and then excludes the impact of other
items, as described in the segments results.

Seasonality



Our institutions 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 our institutions have summer breaks for some portion of one of
these two quarters. However, our primary enrollment intakes occur during the
first and third 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. Additionally,
seasonality may be affected due to other events that could change the academic
calendar at our institutions. See "Item 1A-Risk Factors-Risks Relating to Our
Business-We experience seasonal fluctuations in our results of operations" in
our 2021 Form 10-K.

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 and our
loss-making entities for which it is not 'more likely than not' that a tax
benefit will be realized on the loss. See "Item 1A-Risk Factors-Risks Relating
to Our Business-We may have exposure to greater-than-anticipated tax
liabilities" in our 2021 Form 10-K.

                                       25
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Results from the Discontinued Operations

The results of operations of our Discontinued Operations for the three months ended March 31, 2022 and 2021 were as follows:


                                                                    For the three months
                                                                            ended
                                                                          March 31,
(in millions)                                                                   2022                 2021
Revenues                                                                   $         -          $     239.8

Share-based compensation expense                                                     -                 (0.2)
Other direct costs                                                                   -               (201.2)
Loss on impairment of assets                                                         -                 (1.1)
Other non-operating expense                                                          -                (11.2)

Gain (loss) on sale of discontinued operations before taxes, net

                                                                                0.7                (16.8)
Pretax income of discontinued operations                                           0.7                  9.2
Income tax expense                                                                   -                 (9.7)
Income (loss) from discontinued operations, net of tax                     

$ 0.7 $ (0.4)

We completed all of our planned divestitures in 2021. Our remaining operations are included in continuing operations.

Three Months Ended March 31, 2021

On March 8, 2021, we sold our operations in Honduras, which resulted in an after-tax gain of $0.5 million.



On January 25, 2018, we completed the sale of LEI Lie Ying Limited in China. At
the closing of the sale, a portion of the total transaction value was paid into
an escrow account, to be distributed to the Company pursuant to the terms and
conditions of the escrow agreement. During the first quarter of 2021, the
Company adjusted the final receivable balance from the escrow account of 168.3
million Hong Kong Dollars (approximately $21.7 million at the date of receipt in
April 2021), which resulted in a pre-tax gain of approximately $13.6 million.

During the first quarter of 2021, we recorded a loss of approximately
$32.4 million in order to adjust the carrying value of our Brazil disposal group
to its estimated fair value less costs to sell as of March 31, 2021. This loss
is included in Gain (loss) on sale of discontinued operations before taxes, net.

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 Three Months Ended March 31, 2021



In March 2021, the Company decided that, during 2021, it would wind down certain
support functions related to the Laureate network and would no longer invest in
and support the Laureate tradename beyond 2021. As a result, the Company tested
the asset for impairment and estimated the fair value of the tradename asset
using the relief-from-royalty method, based on the projected revenues for each
business over the estimated remaining useful life of the asset. As a result of
the impairment test, the Company concluded that the estimated fair value of the
Laureate tradename was less than its carrying value by approximately $51.4
million and recorded an impairment charge for that amount.

                                       26
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Comparison of Consolidated Results for the Three Months Ended March 31, 2022 and
2021
                                                                                                     % Change
                                                                                                  Better/(Worse)
(in millions)                                            2022                2021                  2022 vs. 2021
Revenues                                             $    209.6          $    194.7                               8  %
Direct costs                                              182.9               181.8                              (1) %
General and administrative expenses                        17.5                42.6                              59  %
Loss on impairment of assets                                0.1                56.7                             100  %
Operating income (loss)                                     9.0               (86.4)                            110  %
Interest expense, net of interest income                   (1.8)              (22.8)                             92  %
Other non-operating (expense) income                       (4.8)               57.5                            (108) %
Income (loss) from continuing operations before
income taxes and equity in net income of affiliates         2.4               (51.7)                            105  %
Income tax expense                                        (48.0)             (112.9)                             57  %
Equity in net income of affiliates, net of tax              0.1                   -                                 nm
Loss from continuing operations                           (45.4)             (164.5)                             72  %

Income (loss) from discontinued operations, net of tax

                                                         0.7                (0.4)                                nm
Net loss                                                  (44.7)             (164.9)                             73  %
Net loss attributable to noncontrolling interests           0.5                   -                                 nm

Net loss attributable to Laureate Education, Inc. $ (44.2) $

  (164.9)                             73  %


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 March 31, 2022 to the Three Months Ended March 31, 2021



Revenues increased by $14.9 million to $209.6 million for the three months ended
March 31, 2022 (the 2022 fiscal quarter) from $194.7 million for the three
months ended March 31, 2021 (the 2021 fiscal quarter). Average total organic
enrollment was higher at our institutions, increasing revenues by $19.6 million
compared to the 2021 fiscal quarter. This increase in revenues was partially
offset by the effect of a net change in foreign currency exchange rates, which
decreased revenues by $3.0 million. The effect of changes in tuition rates and
enrollments in programs at varying price points (product mix), pricing and
timing decreased revenues by $1.5 million for the 2022 fiscal quarter. Other
Corporate and Eliminations changes accounted for a decrease in revenues of $0.2
million.

Direct costs and general and administrative expenses combined decreased by $24.0
million to $200.4 million for the 2022 fiscal quarter from $224.4 million for
the 2021 fiscal quarter. EiP implementation expense was $14.4 million lower in
the 2022 fiscal quarter following the completion of our EiP program in 2021.
Changes in acquisition-related contingent liabilities for taxes
other-than-income tax, net of changes in indemnification assets, resulted in a
period-over-period decrease in direct costs of $13.3 million. The effect of a
net change in foreign currency exchange rates decreased costs by $4.0 million.
Other Corporate and Eliminations expenses accounted for a decrease in costs of
$5.8 million in the 2022 fiscal quarter, related to cost-reduction efforts.
These decreases in direct costs were partially offset by the effect of
operational changes, which increased direct costs by $13.5 million, mostly
attributable to our Peru segment.

Operating income (loss) changed by $95.4 million to an income of $9.0 million
for the 2022 fiscal quarter from a loss of $(86.4) million for the 2021 fiscal
quarter. This change was primarily a result of the impairment loss related to
the Laureate tradename impairment that was recognized during the 2021 fiscal
quarter, combined with higher operating income at our Mexico segment.

Interest expense, net of interest income decreased by $21.0 million to $1.8 million for the 2022 fiscal quarter from $22.8 million for the 2021 fiscal quarter. The decrease in interest expense was primarily attributable to lower average debt balances as a result of debt repayments.


                                       27
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Other non-operating (expense) income changed by $62.3 million to an expense of
$(4.8) million for the 2022 fiscal quarter, as compared to income of $57.5
million for the 2021 fiscal quarter. This change was attributable to: (1) a gain
on derivative instruments of $29.3 million during the 2021 fiscal quarter,
driven by settlement of foreign currency swap agreements in connection with the
sale of Brazil operations; (2) a loss on foreign currency exchange in the 2022
fiscal quarter compared to a gain in the 2021 fiscal quarter, for a change of
$31.8 million; and (3) the period-over-period effect of other non-operating
expense of $1.2 million during the 2022 fiscal quarter.

Income tax expense decreased by $64.9 million to $48.0 million for the 2022
fiscal quarter from $112.9 million for the 2021 fiscal quarter. This decrease
was primarily attributable to discrete tax expense recorded during the 2021
fiscal quarter of approximately $58.9 million for increases to income tax
reserves, partially offset by discrete tax expense recorded during the 2022
fiscal quarter of approximately $32.5 million for additions to income tax
reserves. The remaining difference was primarily attributable to the change in
pretax earnings.

Income (loss) from discontinued operations, net of tax changed by $1.1 million
to income of $0.7 million for the 2022 fiscal quarter from a loss of $(0.4)
million for the 2021 fiscal quarter. See Overview for further detail on results
of the Discontinued Operations.

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), foreign currency exchange (gain) loss, net, other (income) expense,
net, loss (gain) 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 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.
                                       28
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The following table presents Adjusted EBITDA and reconciles loss from continuing
operations to Adjusted EBITDA for the three months ended March 31, 2022 and
2021:
                                                                                                     % Change
                                                                                                  Better/(Worse)
(in millions)                                           2022                2021                  2022 vs. 2021
Loss from continuing operations                     $    (45.4)         $   (164.5)                              72  %

Plus:


Equity in net income of affiliates, net of tax            (0.1)                  -                                  nm
Income tax expense                                        48.0               112.9                               57  %
Income (loss) from continuing operations before
income taxes and equity in net income of affiliates        2.4               (51.7)                             105  %

Plus:



Foreign currency exchange loss (gain), net                 3.6               (28.2)                            (113) %
Other expense, net                                         1.2                   -                                  nm
Gain on derivatives                                          -               (29.3)                            (100) %

Interest expense                                           3.7                23.5                               84  %
Interest income                                           (2.0)               (0.7)                             186  %
Operating income (loss)                                    9.0               (86.4)                             110  %
Plus:
Depreciation and amortization                             14.4                22.8                               37  %
EBITDA                                                    23.4               (63.6)                             137  %

Plus:


Share-based compensation expense (a)                       2.8                 1.3                             (115) %
Loss on impairment of assets (b)                           0.1                56.7                              100  %
EiP implementation expenses (c)                            0.9                15.3                               94  %
Adjusted EBITDA                                     $     27.2          $      9.7                              180  %

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. For
further details, see "Discussion of Significant Items Affecting the Consolidated
Results for the Three Months Ended March 31, 2021."
(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), as
well as improvements to the Company's system of internal controls over financial
reporting. The EiP initiative also included other back- and mid-office areas, as
well as certain student-facing activities, expenses associated with streamlining
the organizational structure, an enterprise-wide program aimed at revenue
growth, and certain non-recurring costs incurred in connection with the
dispositions. The EiP initiative was completed as of December 31, 2021, except
for certain EiP expenses related to the run out of programs that began in prior
periods.

Comparison of Depreciation and Amortization, Share-based Compensation and EiP Implementation Expenses for the Three Months Ended March 31, 2022 and 2021



Depreciation and amortization decreased by $8.4 million to $14.4 million for the
2022 fiscal quarter from $22.8 million for the 2021 fiscal quarter. This
decrease was primarily attributable to the finite-lived Laureate tradename,
which was fully amortized in 2021. When combined with other items, this change
decreased depreciation and amortization by $8.0 million. The effect of foreign
currency exchange further decreased depreciation and amortization expense by
$0.4 million for the 2022 fiscal quarter.

Share-based compensation expense increased by $1.5 million to $2.8 million for
the 2022 fiscal quarter from $1.3 million for the 2021 fiscal quarter. The
increase was primarily related to the accelerated vesting of unvested equity
awards for employees terminated in connection with the now-completed strategic
review process.

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EiP implementation expenses decreased by $14.4 million to $0.9 million for the
2022 fiscal quarter from $15.3 million for the 2021 fiscal quarter. The decrease
resulted from the completion of our EiP program in 2021, with the exception of
certain EiP expenses related to the run out of programs that began in prior
periods.

Segment Results



We have two reportable segments: Mexico and Peru, as discussed in Overview. For
purposes of the following comparison of results discussion, "segment direct
costs" represent direct costs incurred by the 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 table, derived from our consolidated financial statements included elsewhere in this Form 10-Q, presents selected financial information of our segments:

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