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. We generally intend to hold our derivatives until maturity.

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 Accumulated Other Comprehensive Income (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.

The reported fair values of our derivatives, which are classified in Derivative instruments on our Consolidated Balance Sheets, were as follows:



	December 31, 2018		December 31, 2017
Derivatives designated as hedging instruments:
Long-term assets:
Interest rate swaps	$	—	$	6,046
Net investment cross currency swaps	3,259		—
Long-term liabilities:
Net investment cross currency swaps	—		1,451
Derivatives not designated as hedging instruments:
Long-term assets:
Contingent redemption features - Series A Preferred Stock	—		42,140
Current liabilities:
Interest rate swaps	—		179
Cross currency swaps	4,021		4,279
Long-term liabilities:
Cross currency and interest rate swaps	6,656		7,939
Total derivative instrument assets	$	3,259	$	48,186
Total derivative instrument liabilities	$	10,677	$	13,848

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 match the corresponding principal of the 2024 Term Loan borrowings of which these swaps are effectively hedging the interest payments. As such, the notional values amortize annually based on the terms of the agreements to match the principal borrowings as they are repaid. Refer to Note 10, Debt, for further information regarding the underlying borrowings. These swaps effectively fix 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 had an effective date of May 31, 2017 and would have matured on May 31, 2022; however, on August 21, 2018 Laureate fully settled these swaps. The cash received at settlement from the swap counterparties was $14,117. The decrease of $1,172 from the derivative asset's recorded fair value at June 30, 2018 and the fair value at settlement was also deferred into AOCI and will be ratably reclassified into income through Interest expense over the remaining maturity period of the 2024 Term Loans. 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. During the next 12 months, approximately $4,900 is expected to be reclassified from AOCI into income. The unamortized balance at December 31, 2018 is $11,818. As of December 31, 2017, these swaps had an estimated fair value of $6,046, which was recorded in Derivative instruments as a long-term asset.

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 have 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. At maturity on the first swap Laureate will deliver the notional amount of EUR 50,000 and receive USD $59,210 at an implied exchange rate of 1.1842. At maturity on the second swap Laureate will 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 is 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 are 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. As of December 31, 2018 and December 31, 2017, these swaps had an estimated fair value of $3,259 and $1,451, respectively, which was recorded in Derivative Instruments as a long-term asset at December 31, 2018 and a long-term liability at December 31, 2017.

The table below shows the total recorded unrealized gain (loss) in Comprehensive income (loss) for the derivatives designated as hedging instruments. The impact of these derivative instruments on Comprehensive income (loss), Interest expense and AOCI for the years ended December 31, 2018, 2017 and 2016 were as follows:



	Gain (Loss) Recognized in Comprehensive Income (Effective Portion)							Income Statement Location	Gain (Loss) Reclassified from AOCI to Income (Effective Portion)
	2018		2017			2016		Income Statement Location	2018		2017			2016
Interest rate swaps	$	5,772	$	11,264		$	8,032	Interest expense	$	2,446	$	(7,584	)	$	(10,660	)
Net investment cross currency swaps	7,937		(1,389		)	—		N/A	—		—			—
Total	$	13,709	$	9,875		$	8,032		$	2,446	$	(7,584	)	$	(10,660	)

Derivatives Not Designated as Hedging Instruments

Derivatives related to Series A Preferred Stock Offering

Laureate identified several embedded derivatives associated with the issuance of the Series A Preferred Stock that is discussed in Note 14, Share-based Compensation and Equity. The embedded derivatives were related to certain contingent redemption features of the Series A Preferred Stock. As of December 31, 2017, the estimated fair value of these derivatives was $42,140, which was recorded in Derivative instruments as a long-term asset on the Consolidated Balance Sheet. 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 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.

THINK Interest Rate Swaps

On January 31, 2014, as a required term of a syndicated facility agreement entered into by Laureate to acquire THINK, Laureate executed an interest rate swap agreement that effectively fixed an interest rate on an existing variable-rate borrowing. This interest rate swap was not designated as a hedge for accounting purposes and the swap matured on December 20, 2018. It had an estimated fair value of $179 at December 31, 2017, which was recorded in Derivative instruments as a current liability.

EUR to USD Foreign Currency Swaps

In December 2018, Laureate entered into two EUR to USD swap agreements in connection with the signing of the sale agreement for the Spain Companies and the Portugal Company, as discussed in Note 4, Discontinued Operations and Assets Held for Sale. The purpose of the swaps is to mitigate the risk of foreign currency exposure on the sale proceeds. The first swap is deal contingent, with the settlement date occurring on the second business day following the completion of the sale. On the settlement date, Laureate will deliver the notional amount of EUR 275,000 and will receive an amount in USD equal to the notional amount multiplied by the contract rate of exchange at the settlement date. The contract rate of exchange has a possible range of 1.13355 - 1.1439 USD/1 EUR. The second swap is a put/call option with a maturity date of April 8, 2019. Laureate can put the notional amount of EUR 275,000 and call the USD amount of $310,750 at an exchange rate of 1.13. Neither of the swaps were designated as hedges for accounting purposes, and had an aggregate estimated fair value of $4,021 as of December 31, 2018, which was recorded in Derivative instruments as a current liability through a charge to unrealized loss on derivatives.

In December 2017, Laureate entered into a total of six EUR to USD forward exchange swap agreements in connection with the sale of EUC and Laureate Italy, as discussed in Note 6, Dispositions and Asset Sales. 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. The swaps were not designated as hedges for accounting purposes. These swaps had an estimated fair value of $4,279 at December 31, 2017, which was recorded in Derivative instruments as a current liability.

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. One of the swaps matures on December 1, 2024, and the remaining three mature on July 1, 2025 (the CLP to UF cross currency and interest rate swaps). The UF is a Chilean inflation-adjusted unit of account. The four swaps have an aggregate notional amount of approximately $31,000, and convert CLP-denominated, floating-rate debt to fixed-rate UF-denominated debt. The CLP to UF cross currency and interest rate swaps were not designated as hedges for accounting purposes. As of December 31, 2018 and December 31, 2017, these swaps were in a liability position and had an estimated fair value of $6,656 and $7,939, respectively. In February 2019, the Company elected to settle these swaps.

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



For the years ended December 31,	2018			2017			2016
Unrealized (Loss) Gain
Contingent redemption features - Series A Preferred	$	(42,140	)	$	33,294		$	1,735
Cross currency and interest rate swaps	750			(4,191		)	(873		)
Interest rate swaps	173			175			84
	(41,217		)	29,278			946
Realized Gain (Loss)
Contingent redemption features - Series A Preferred	140,320			—			—
Cross currency and interest rate swaps	(10,811		)	(622		)	(6,811		)
Interest rate swaps	—			—			(219		)
	129,509			(622		)	(7,030		)
Total Gain (Loss)
Contingent redemption features - Series A Preferred	98,180			33,294			1,735
Cross currency and interest rate swaps	(10,061		)	(4,813		)	(7,684		)
Interest rate swaps	173			175			(135		)
Gain (loss) on derivatives, net	$	88,292		$	28,656		$	(6,084	)

The realized loss on derivatives for the year ended December 31, 2016 was primarily from a deal-contingent forward exchange swap agreement related to the sale of our Swiss and associated institutions, partially offset by a realized gain from foreign exchange forward contracts related to the sale of institutions in France that matured in July 2016.

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 and December 31, 2017, the estimated fair values of derivatives in a gain position were $3,259 and $48,186, respectively; however the December 31, 2017 carrying value relates primarily to the redemption rights of the holders of the Series A Preferred Stock, which did not expose us to credit risk. Our counterparty credit risk is currently limited to the net investment hedges, with an aggregate fair value in a gain position of $3,259 as of December 31, 2018.

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 December 31, 2018, one institution which was rated A1, one institution which was rated A2 and one institution which was rated A3 by the global rating agency of Moody's Investors Service accounted for all of Laureate's derivative credit risk exposure.

Laureate's agreements with certain of 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 and December 31, 2017, 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, at a maximum, we believe would approximate their estimated fair value of $10,677 as of December 31, 2018 and $13,848 as of December 31, 2017.