8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 28, 2007

LAUREATE EDUCATION, INC.

(Exact name of registrant as specified in its charter)

Maryland	0-22844	52-1492296
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
1001 Fleet Street, Baltimore, Maryland		21202
(Address of principal executive offices)		(ZIP Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 - Financial Information

Item 2.02 Results of Operations and Financial Condition

 On March 1, 2007, Laureate Education, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2006. A copy of the release is furnished as Exhibit 99.01 to this Current Report on Form 8-K. The Registrant has posted this Current Report on Form 8-K on its internet website at www.laureate-inc.com.

Section 4 - Matters Related to Accountants and Financial Statements

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Review.

 (a)On March 1, 2007, in the notes to its consolidated financial statements in its Annual Report on Form 10-K for the year ended December 31, 2006 (the “Form 10-K”) filed with the Securities and Exchange Commission, the Company restated its previously issued financial statements for the three-months ended March 31, 2006, the three and six-months ended June 30, 2006 and the three and nine-months ended September 30, 2006. The restatement was a result of the Company’s reevaluation of the accounting for and the financial statement presentation of new and pre-existing put and call option agreements entered into in connection with certain acquisitions. As a result of the reevaluation, it was concluded that an error was made in the initial accounting determinations related to these arrangements made in prior years. As a result, these errors were quantified and evaluated under FAS 154, “Accounting Changes and Error Corrections”, SAB 99, “Materiality”, and SAB 108, “Considering the effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements”, for materiality and it was determined that the cumulative effect of the change is immaterial for restatement of prior years. The prior years adjustments related to this reevaluation were recorded in 2006.

 At a meeting on February 28, 2007 and after discussion with the Company’s independent registered public accounting firm, Ernst & Young LLP and consultation with management and the Company’s Board of Directors, the Audit Committee of the Company’s Board of Directors concluded that the Company’s financial statements for the three-months ended March 31, 2006, the three and six-months ended June 30, 2006 and the three and nine-months ended September 30, 2006 as presented in the Company’s quarterly reports on Form 10-Q for such periods previously filed with the Securities and Exchange Commission should no longer be relied upon as a result of the restatement described above. The quarterly amounts in the Form 10-K reflect the proper restated results.

 The Company has discussed the matters described above with Ernst & Young LLP.

Important Additional Information Will Be Filed With the SEC

 In connection with the proposed merger agreement by and among Laureate, Wengen Alberta, Limited Partnership and L Curve Sub Inc., which is attached as an exhibit to a Current Report on Form 8-K filed with the Securities and Exchange Commission on January 29, 2007, Laureate will file a proxy statement with the Securities and Exchange Commission.  Investors and security holders are advised to read the proxy statement when it becomes available, because it will contain important information about the merger between Laureate and L Curve Sub Inc. and the parties thereto.  Investors and security holders may obtain a free copy of the proxy statement (when available) and other documents filed by Laureate at the Securities and Exchange Commission’s Web site at http://www.sec.gov.  The proxy statement and such other documents may also be obtained for free from Laureate by directing such request to Laureate Education, Inc., Office of Investor Relations, 1001 Fleet Street, Baltimore, Maryland 21202, telephone (410) 843-6394.

 Laureate and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the proposed merger.  Information concerning the interests of Laureate’s participants in the solicitation, which may be different than those of Laureate stockholders generally, is set forth in Laureate’s proxy statements and Annual Reports on Form 10-K, previously filed with the Securities and Exchange Commission, and in the proxy statement relating to the merger when it becomes available

Section 9 - Financial Statements and Exhibits

Item 9.01Financial Statements and Exhibits

(d) Exhibits

99.01 Press Release issued March 1, 2007.

99.02 Slides referenced in press release issued March 1, 2007

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LAUREATE EDUCATION, INC.
/s/ Rosemarie Mecca
Name:	Rosemarie Mecca
Title:	Executive Vice President and Chief Financial Officer

Date: March 1, 2007

Exhibit Index

Exhibit	Description
99.01	Press Release issued March 1, 2007.
99.02	Slides referenced in press release issued March 1, 2007

EX-99.1

Exhibit 99.1

FINAL

Laureate Education Contacts:
Rosemarie Mecca	Chris Symanoskie
Chief Financial Officer	Director, Investor Relations
(410) 843-8070	(410) 843-6394

LAUREATE EDUCATION, INC. REPORTS RECORD REVENUE AND STRONG FOURTH QUARTER AND YEAR END 2006 RESULTS

Total Student Enrollment Increases 13% to 243,800 Students Worldwide

BALTIMORE (March 1, 2007) -- Laureate Education, Inc. (NASDAQ: LAUR), the world’s leading international provider of higher education, announced record revenue and strong financial results for the quarter ended and year ended December 31, 2006.

·   Full-year 2006 revenues increased 31% to $1,145.8 million, compared to total revenues of $875.8 million in the same period of 2005.

·   Income from continuing operations available to common shareholders for the full-year 2006 was $104.2 million or $1.96 per diluted share, compared to $1.66 per diluted share in the same period of 2005. Excluding the full-year impact of the change in accounting for minority share ownership purchase agreements (“minority put agreements”) of ($0.13) per share and the impact of SFAS123R stock option expense of ($0.10) per share, full-year 2006 EPS increased 32% over the same period in 2005. (For details see Reg G Reconciliation in the financial tables that follow).

·   Fourth quarter 2006 revenues increased 25% to $346.6 million, compared to $276.4 million in the fourth quarter of 2005.

·   Income from continuing operations available to common shareholders in the fourth quarter of 2006 was $54.1 million or $1.02 per diluted share, compared to $44.7 million or $0.85 per diluted share in the same period of 2005. Excluding the impact of the change in accounting for minority share ownership purchase agreements (“minority put agreements”) of ($0.13) per share and the impact of SFAS123R stock option expense of ($0.03) per share, EPS grew 39% in the fourth quarter of 2006 compared to the fourth quarter of 2005. (For details see Reg G Reconciliation in the financial tables that follow).

·   The Company’s campus-based institutions reported total student enrollment of 210,700 at December 31, 2006, an increase of 11% over 2005.

·   Laureate Online Education reported total student enrollment of 33,100 at December 31, 2006, an increase of 24% over 2005.

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·   In 2006, Laureate Education acquired an additional 10% interest in its Mexican business and acquired the remaining 20% interest in its Chilean businesses. Additionally, the Company expanded capacity at several campus locations in Europe and Latin America and launched new academic programs, study abroad programs and programs for working adults.

·   On January 28, 2007, Laureate Education entered into a definitive merger agreement to be acquired by its Founder/CEO and an investor consortium for $60.50 per share in cash. In connection with the proposed agreement, Laureate will file a proxy statement with the Securities and Exchange Commission. During 2007, the Company anticipates that it will incur expenses associated with the transaction contemplated by the merger agreement.

·   The Company believes that it will have a loss ranging from $0.79 to $0.81 per share for the quarter ending March 31, 2007. This includes an EPS impact from the minority share ownership purchase agreements (“minority put agreements”) of ($0.60) per share and additional expense of ($0.15) per share related to the transaction contemplated by the merger agreement.

·   On a full-year basis, the Company believes its 2007 income from continuing operations available to common shareholders will range from $1.63 to $1.73 per diluted share. The Company’s revised earnings guidance includes an EPS impact for the minority share ownership purchase agreements (“minority put agreements”) of ($0.51) per share and additional transaction related expenses of ($0.31) per share, excluding compensation-related expenses payable upon the closing of the transaction.

Financial and Other Results

As previously announced in February 2006, all financial information for 2005 has been restated to reflect a preferential change in accounting for tuition revenue.

Total revenues for the fourth quarter of 2006 were $346.6 million, an increase of 25% compared to total revenues of $276.4 million in the fourth quarter of 2005. Total operating income for the fourth quarter of 2006 increased to $79.5 million, versus operating income of $69.1 million in the fourth quarter of 2005. Income from continuing operations available to common shareholders in the fourth quarter of 2006 was $54.1 million or $1.02 per diluted share including a ($0.03) EPS impact for SFAS123R stock option expense.

Included in the 2006 fourth quarter and full year results are impacts from the application of accounting for minority share ownership purchase agreements (“minority put agreements”). The Company concluded that the cumulative effect of the change is immaterial for restatement of prior years and as such, all adjustments have been recorded in 2006. Fiscal 2006 results were negatively impacted by a charge of ($0.13) per share ($0.03 per share relates to prior years) as a result of applying EITF 00-4, “Majority owner’s accounting for a transaction in the shares of a consolidated subsidiary and a derivative indexed to the minority interest in that subsidiary”, and ASR-268, Accounting Series Release 268 - “Mandatorily Redeemable Preferred Stocks”.

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Under EITF 00-4, the Company treats minority share ownership purchase agreements (“minority put agreement”) as a financing arrangement and accounts for the acquired company on a combined basis as if it owned 100% of the venture. As a result, the Company’s balance sheet reflects a higher level of goodwill and an increased amount of debt. From an income statement perspective, applying EITF 00-4 resulted in a net $0.05 fourth quarter reduction in earnings. Specifically, interest expense increased as the agreement is now accounted for as debt, and the minority interest expense decreased as the acquired company is now accounted for as if it were a wholly owned venture.

Under ASR-268, the Company accounts for the minority partner’s put agreement similar to a mandatorily redeemable security. As such, to the extent the value of the minority partner’s put exceeds the minority interest, the Company has increased the minority interest for the obligation with a corresponding offset to equity. The Company’s earnings are not impacted for these charges to equity; however there is an impact to EPS. In 2006, EPS was reduced by $0.08 for the effect of this change. However, unlike EITF 00-4, the accounting under ASR-268 results in EPS timing differences. The negative EPS charges will ultimately be reversed once the minority partner exercises its put and the Company acquires the remaining ownership in the acquired company. (Please refer to the company’s Fiscal 2006 10-K for additional detail regarding the impact of this application of accounting).

Excluding the impact of the accounting for minority share ownership purchase agreements (“minority put agreements”) and the impact of stock option expense, EPS from continuing operations in the fourth quarter of 2006 would have been $1.18 or a 39% increase over fourth quarter 2005. (For details see Reg G Reconciliation in the financial tables that follow).

For the year ended December 31, 2006, total revenues were $1,145.8 million, an increase of 31% compared to total revenues of $875.8 million in the same period of 2005. Total operating income for the year 2006 increased to $148.4 million, versus operating income of $130.9 million in 2005. Income from continuing operations  available to common shareholders for the year ended December 31, 2006 was $104.2 million or $1.96 per diluted share, an increase of 18% over 2005. Excluding the impact of FAS123R stock option expense of ($0.10) per share and the full year impact of the accounting for minority share ownership agreements of ($0.13) per share, EPS would have been $2.19 or a 32% increase over 2005 results. (For details see Reg G Reconciliation in the financial tables that follow).

Total cash, including restricted cash, and marketable securities at December 31, 2006 were $130.6 million, while total company debt was $468.7 million.

Additional presentation material related to this press release, including the Reg G Reconciliation, are available under “Presentations and Webcasts” in the investor relations section of the Company's web site, www.laureate-inc.com.

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Revenue Growth - Organic and Acquisition
For three months ended December 31st
	Revenue				%Growth
(In Thousands)		2006		2005	Amount in USD	Constant Currency
Mexico/Central America(1)	$	97,034	$	87,893	10%	12%
South America(2)		89,172		79,148	13%	13%
Europe(3)		68,774		55,832	23%	16%
Online		67,042		53,505	25%	25%
Subtotal		322,022		276,378	17%
Acquisitions(4)		24,604		-
Total	$	346,626	$	276,378	25%
(1) Mexico/Central America includes Mexico, Costa Rica, Honduras and Panama.
(2) South America includes Chile, Ecuador, Peru and Brazil (December 2005 & 2006).
(3) Europe includes Cyprus (December 2005 & 2006)
(4) Acquisitions include: Anhembi Morumbi (Oct & Nov 2006) and Cyprus College (Oct & Nov 2006).

Revenue Growth - Organic and Acquisition

For twelve months ended December 31^st

					% Growth
	Revenue					Amount		Constant
(In Thousands)		2006		2005		in USD		Currency
Mexico/Central America(1)	$	312,993	$	263,443		19	%	19%
South America(2)		287,091		243,140		18	%	14%
Europe(3)		207,332		184,888		12	%	12%
Online		234,608		184,353		27	%	27%
Subtotal		1,042,024		875,824		19	%
Acquisitions(4)		103,737		-
Total	$	1,145,761	$	875,824		31	%

⁽¹⁾ Mexico/Central America includes Mexico, Costa Rica, Honduras (2H 2005 and 2H 2006), and Panama.

⁽²⁾ South America includes Chile, Ecuador, Peru and Brazil (December 2005 & 2006).

⁽³⁾ Europe includes Cyprus (December 2005 & 2006)

⁽⁴⁾ Acquisitions include: UNITEC (Q1 and Q2 2006), Cyprus College (through November 2006), and Anhembi Morumbi (through November 2006).

Student Enrollment
As of December 31, 2006
New Student Enrollment (1)	2006	2005	% Change
Mexico/Central America	44,500	36,300	23	%
South America	38,500	29,500	31	%
Europe	8,300	6,800	22	%
Total Campus Based	91,300	72,600	26	%
Online	22,600	19,400	16	%
Total New Student Enrollment	113,900	92,000	24	%

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Total Student Enrollment (2)	2006		2005
Mexico/Central America	94,900		82,600			15		%
South America		95,000		87,000(3	)		9	%
Europe		20,800		19,600			6	%
Total Campus Based		210,700		189,200			11	%
Online		33,100		26,800			24	%
Total Student Enrollment		243,800		216,000			13	%
(1) New Student Enrollment is YTD, reported as of 12/31/2006 and 12/31/2005, respectively.
(2) Total Student Enrollment is census, reported as of 12/31/2006 and 12/31/2005, respectively.
(3) Student enrollment in 2005 is revised to reflect attrition and graduations at 3 campuses, which was corrected in Q3 2006.

Financial Outlook

The following statements are based on current expectations. These statements are forward-looking and actual results may differ materially.

The Company is updating 2007 guidance to include the effects of minority share ownership purchase agreements (“minority put agreements”) and anticipated transaction related costs.

First Quarter 2007:

·   For its campus-based and online businesses, Laureate Education anticipates total revenue of $265 to $290 million for the first quarter 2007.

·   The Company anticipates campus-based revenue of $200 to $220 million for the first quarter 2007, with operating margins between 2% and 3%. The first quarter is the Company’s seasonally weakest quarter due to Southern Hemisphere schools which are out of session for the majority of the quarter. Latin America revenue is expected to be between $130 and $145 million with operating margins of (2%) to (4%). Europe revenue is expected to be between $70 and $75 million with operating margins of 22% to 23%. General and administrative expenses for the campus-based division are expected to be approximately $6 to $7 million.

· The Company anticipates online revenue of $65 to $70 million for the first quarter 2007, with operating margins between 13% and 14%.

·   Corporate general and administrative expenses are expected to be approximately $10 to $12 million in the first quarter 2007.

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·   Minority interest is expected to be 41% to 43% of campus-based operating profit in the first quarter.

·   The Company believes that it will have a loss ranging from $0.79 to $0.81 per share for the quarter ending March 31, 2007. This includes an EPS impact from minority share ownership purchase agreements (“minority put agreements”) of ($0.60) per share and additional expense of ($0.15) per share related to the transaction contemplated by the merger agreement.

·   Weighted average shares outstanding is expected to be approximately 51.7 million for the quarter ending March 31, 2007.

Full-Year 2007:

·   For its campus-based and online businesses, the Company anticipates total revenue of $1,275 to $1,375 million for the full-year 2007. Total enrollment growth of 11% to 13% for campus-based and 18% to 21% for online is expected.

·   The Company anticipates campus-based revenue of $1,000 to $1,070 million for the full-year 2007, with operating margins between 18% and 19%. Latin America revenue is expected to be between $760 and $805 million with operating margins of 22% to 24%. Europe revenue is expected to be between $240 and $265 million with operating margins of 13% to 14%. Full-year general and administrative expenses for the campus-based division are expected to be approximately $23 to $25 million.

·   The Company anticipates online revenue of $275 to $305 million for the full-year 2007, with operating margins between 19% and 20%.

·   Corporate general and administrative expenses are expected to be $46 to $50 million in the full-year 2007.

·   The Company anticipates its full-year 2007 tax rate to be between 10% and 13%.

·   Minority interest is expected to be 10% to 12% of campus-based operating profit in for the full year.

·   On a full year basis, the Company believes its 2007 income from continuing operations available to common shareholders will range from $1.63 to $1.73 per diluted share. Fully-diluted weighted average shares outstanding are expected to be approximately 54.2 million for the year ending December 31, 2007. The Company’s revised earnings guidance includes the EPS impact from minority share ownership purchase agreements (“minority put agreement”) of ($0.51) per share and additional transaction related expenses of ($0.31) per share, excluding compensation-related expenses payable upon the closing of the transaction.

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Non-GAAP Financial Measures

This earnings release contains certain non-GAAP financial measures. Management believes these non-GAAP items provide useful information to management and investors by excluding certain items that may not be indicative of the Company’s core operating and financial results. Non-GAAP financial measures exclude gain or loss from the sale of, and income or loss from, discontinued operations; certain other non-cash charges including expense related to stock options; and the impact from the charges related to minority share ownership purchase agreements (“minority put agreements”). Reconciliations of non-GAAP financial measures to corresponding GAAP amounts can be found in the tables below and in the investor relations section of the Company’s web site, www.laureate-inc.com.

Reg G Reconciliation - 2006 GAAP to Adjusted Results
(in thousands, except per share)
	Three Months Ended 12/31/06		EPS Impact
Income from continuing operations available to Common shareholders	$	54,122	$	1.02
Adjustment:
EITF 00-4 adoption		2,731		0.05
Effect of minority put agreements		4,214		0.08
Non-cash compensation charges, net of tax		1,782		0.03
Adjusted Results	$	62,849	$	1.18
Weighted Average Shares Outstanding - Diluted		53,284
Reconciliation - 2006 GAAP to Adjusted Results (in thousands, except per share)
		Twelve Months Ended 12/31/06		EPS Impact
Income from continuing operations available to Common shareholders	$	104,197	$	1.96
Adjustment:
EITF 00-4 adoption		2,432		0.05
Effect of minority put agreements		4,214		0.08
Non-cash compensation charges, net of tax		5,413		0.10
Adjusted Results	$	116,256	$	2.19
Weighted Average Shares Outstanding - Diluted		53,030

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EX-99.2

Exhibit 99.2

1 2006 Performance vs. Guidance ($ in millions, except per EPS) Minority Share As Purchase ($ in millions, except EPS) 2006 Guidance (A) Reported Agreement ProForma Revenue LATAM $670 - $680 $687 $687 Europe $210 - $220 $224 $224 Campus-Based $880 - $900 $911 $911 Online $230 -$235 $235 $235 Total Revenue: $1,110 - $1,135 $1,146 $1,146 Enrollment Campus-Based Total 14% - 16% 11% 11% Online New 17% - 19% 16% 16% Online Total 19% - 21% 24% 24% Operating Margin Campus-Based 17% - 18% 17% 0.19% 17% Online 18% - 19% 18% 0.00% 18% Total Operating Margin 13% - 14% 13% 0.15% 13% Corporate G&A ~$46 $46 $46 Minority Interest (% campus EBIT) 17% - 18% 7.6% 11.1% 18.7% Earnings Per Share (incl. FAS 123R) $1.99 - $2.06 $1.96 $0.13 $2.09 (A) Guidance was updated with the Q3 Press Release NOTE: FAS 123R impact on EPS was $0.10

2 2007 Guidance ($in millions, except EPS) Guidance Guidance 1Q 2007 FY 2007 Revenue LATAM $130 - $145 $760 - $805 Europe $70 - $75 $240 - $265 Campus-Based $200 - $220 $1,000 - $1,070 Online $65 - $70 $275 - $305 Total Revenue: $265 - $290 $1,275 - $1,375 Total Enrollment Campus-Based Total 11% - 13% Online Total 18% - 21% Operating Margin Latin America (2%) - (4%) 22% - 24% Europe 22% - 23% 13% - 14% Campus Based 2% - 3% 18% - 19% Online 13% - 14% 19% - 20% Corporate G&A $10 - $12 $46 - $50 Campus G&A $6 - $7 $23 - $25 Minority Interest (% campus EBIT) 41% - 43% 10% - 12% Tax Rate 10% - 13% 10% - 13% Share Count (M) 51.7 54.2 Earnings Per Share - GAAP ($0.79) - ($0.81) $1.63 - $1.73 Transaction Fees (A) ($0.15) ($0.31) Minority Share Purchase Agreement (B) ($0.60) ($0.51) Earnings Per Share - Before Acct Change ($0.04) - ($0.06) $2.45 - $2.55 (A) Excluding compensation-related expenses payable upon the closing of the transaction, transaction fees are anticipated to be $8M in 1Q and $18M for the year (B) Minority Share Purchase Agreement (Put Option) charges are anticipated to be $31M in 1Q and $26M for the year

3 Minority Share Purchase Agreement Example: Recording the Charge EXAMPLE -- FOR ILLUSTRATIVE PURPOSES When evaluating a minority interest put option: Step 1: Calculate current value of the 10% Put option $55.0 Step 2: Compare value of the Put option to the recorded Minority Interest liability on the Balance Sheet Fair Market Historical Vested Vested Incremental Value of Put Minority Int. Shortfall % (A) Amount Liability 12/31/2006 55.0 19.0 36.0 0% 0.0 0.0 1Q Impact 5.0 31.0 3/31/2007 55.0 24.0 31.0 100% 31.0 31.0 (A) Time vesting is calculated as: Months elapsed after issuance / months from issuance until Put is exercisable Recorded as follows: Increase (credit) Minority Interest Liability $31.0 Decrease (debit) Equity ($31.0) Step 3: Calculate EPS impact at 3/31/2007 The charge to EPS is included in "Effect of Minority Put Arrangements" on the P&L. This amount ($31.0M) is recorded through equity in Step 2 above Effect of Minority Put Arrangements ($31.0) Weighted Shares 51.7 EPS Impact ($0.60)

4 Minority Share Purchase Agreement ($ in millions, except EPS) Example: Impact when the Put is Exercised Conclusion: The impact to EPS associated with ASR 268 results in timing differences, as reductions taken to EPS will be offset once the Company purchases the minority partner's shares. EXAMPLE -- FOR ILLUSTRATIVE PURPOSES Assume the Put option is exercised in 2Q 2007 (at 6/30/07) Step 1: Calculate additional Minority Interest recorded on Put option in prior periods at time of Put exercise Fair Market Historical Vested Vested Incremental Value of Put Minority Int. Shortfall % (A) Amount Liability 12/31/2006 55.0 19.0 36.0 0% 0.0 0.0 1Q Impact 5.0 31.0 3/31/2007 55.0 24.0 31.0 100% 31.0 31.0 2Q Impact 3.0 (3.0) 6/30/2007 55.0 27.0 28.0 100% 28.0 28.0 (A) Time vesting is calculated as: Months elapsed after issuance / months from issuance until Put is exercisable Step 2: Once the Put option is exercised, unwind the incremental liability recorded in all prior periods (before you apply Step Acquisition accounting) Recorded as follows: Decrease (debit) Minority Interest Liability ($28.0) Increase (credit) Equity $28.0 Step 3: Calculate EPS impact 6/30/2007 The charge to EPS is included in "Effect of Minority Put Arrangements: on the P&L. This amount ($28.0M) is recorded through equity in Step 2 above Effect of Minority Put Arrangement reversal $28.0 Weighted Shares 51.7 EPS Impact $0.54

5 Reconciliation of GAAP to Adjusted Results Non-GAAP Financial Measures Today’s earnings release contains certain non-GAAP financial measures. Management believes these non- GAAP items provide useful information to management and investors by excluding certain items that may not be indicative of the Company’s core operating and financial results. Non-GAAP financial measures exclude gain or loss from the sale of, and income or loss from, discontinued operations; certain other non-cash charges including expense related to stock options; and the impact from the charges related to minority share ownership purchase agreements (“minority put agreements”). Reconciliations of non-GAAP financial measures to corresponding GAAP amounts can be found in the tables below and in the investor relations section of the Company’s web site, www.laureate-inc.com.