What changed in this filing

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Item 1. Business

2025-02-20 compared with 2024-02-22 · 60 added, 84 removed, 252 unchanged (36% of the section changed)

Our continuing operations include Mexico and Peru.

Unless otherwise indicated, the information in or incorporated by reference into this Form 10-K, including our segment information, relates only to our continuing operations.

We operate a portfolio of degree-granting higher education institutions in Mexico and Peru.

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124,400 Premium/ Traditional «««« • Ranked Top 5 university in Mexico

• 5-Star rated by QS Stars™ in categories of Employability, Inclusiveness, Online Learning & Social Responsibility

Mexico Universidad Tecnológica de México (UNITEC)

128,800 Value/Teaching ««« • Largest private university in Mexico

• 5-Star rated by QS Stars™ in categories of Employability, Inclusiveness, Online Learning & Social Responsibility

Peru Universidad Peruana de Ciencias Aplicadas (UPC)

69,700 Premium/Traditional «««« • Ranked Top 5 university in Peru

• 5-Star rated by QS Stars™ in categories of Employability, Inclusiveness, Online Learning & Social Responsibility

• 5-Star rated by QS Stars™ in categories of Employability, Inclusiveness, Online Learning & Social Impact

Mexico Universidad Tecnológica de México (UNITEC) 134,100 Value/Teaching ««« • Largest private university in Mexico

• 5-Star rated by QS Stars™ in categories of Employability, Inclusiveness, Online Learning & Social Impact

Peru Universidad Peruana de Ciencias Aplicadas (UPC) 72,100 Premium/Traditional «««« • Ranked #1 in educational sector in Peru

• 5-Star rated by QS Stars™ in categories of Employability, Inclusiveness, Online Learning & Social Impact

Peru Universidad Privada del Norte (UPN) 122,100 Value/Teaching «««« • 3 rd largest private university in Peru

• 5-Star rated by QS Stars™ in categories of Employability, Inclusiveness, Online Learning & Social Responsibility

• 5-Star rated by QS Stars™ in categories of Employability, Inclusiveness, Online Learning & Social Impact

Peru CIBERTEC

19,300 Tech/Voc N/A • 3 rd largest private tech/voc institute in Peru

QS Stars™, Guía Universitaria (UVM), AmericaEconomia (UPC)

QS Stars™, Guía Universitaria (UVM), MERCO Institutional Reputation Ranking (UPC)

Our institutions in Mexico and Peru offer traditional higher education students a private education alternative, with multiple brands and price points in each market and innovative programs and strong career-driven outcomes.

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In many countries, including throughout Latin America and other developing regions, there is growing demand for higher education based on favorable demographics, increasing secondary completion rates and increasing higher education participation rates, resulting in continued growth in higher education enrollments.

While global participation rates have increased for traditional higher education students (defined as 18-24 year olds), the market for higher education in Mexico and Peru is still significantly underpenetrated, at approximately 34% and 52%, respectively, as compared to approximately 60% in the United States.

While global participation rates have increased for traditional higher education students (defined as 18-24 year olds), the market for higher education in Mexico and Peru, excluding technical-vocational institutes, is still significantly underpenetrated, at approximately 35% and 42%, respectively, as compared to approximately 55% in the United States.

Strong Economic Incentives for Higher Education.

According to data from the Organization for Economic Co-operation and Development (“OECD”), in countries that are members of the OECD, the earnings from employment for younger adults (25-34 years) completing higher education was approximately 66% higher, and the earnings advantage was more than twice as much among older adults (45-54 years), than those of younger and older adults with only an upper secondary education.

According to data from the Organization for Economic Co-operation and Development (“OECD”), in countries that are members of the OECD, the earnings from employment for younger adults (25-34 years) completing higher education was approximately 39% higher, and the earnings advantage reached 68% among older adults (45-54 years), than those of younger and older adults with only an upper secondary education.

We believe that the cumulative impact of favorable demographic and socio-economic trends, coupled with the superior earnings potential of higher education graduates, will continue to expand the market for private higher education.

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• Unified Systems.

Our scale also permits increased investment in unified technology systems and an opportunity to leverage standardization of processes, centralization of common services (such as information technology, finance and procurement) and intellectual property, and implementing a common operating model and platform for content development, digital campus experiences, student services, recruitment and administrative services within each country.

These systems provide data and insights on a scale that we believe will allow us to improve student

experience, retention rates and outcomes, while also enabling a more efficient and lower cost educational delivery model.

each country.

These systems provide data and insights on a scale that we believe will allow us to improve student experience, retention rates and outcomes, while also enabling a more efficient and lower cost educational delivery model.

Leading Online Technology .

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For example, medical school licenses are often the most difficult to obtain and are only granted to institutions that meet rigorous standards.

Throughout Mexico and Peru we operate 17 medical and seven dental schools.

Throughout Mexico and Peru we operate 23 medical and nine dental schools.

We believe that the establishment of our medical and dental schools further validates the quality of our institutions and programs and increases brand awareness.

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We believe that by implementing best practices within each country we will enable closer collaboration and facilitate innovation and improved student experiences.

We believe that this unification will enable us to be more nimble in our day-to-day operations and will allow us to extract valuable insights from more data across our network.

Further, we believe that

integration will enable further innovation and efficiency in our academic model and operations, and allow us to expand our market share.

We believe that this unification will enable us to be more nimble in our day-to-

day operations and will allow us to extract valuable insights from more data across our network.

Further, we believe that integration will enable further innovation and efficiency in our academic model and operations, and allow us to expand our market share.

Leverage and Expand Existing Portfolio.

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Our online initiative is designed to not only provide students with access to innovative programs and modern digital experiences, but also to diversify our offerings, increase our enrollments and expand our digital solutions in a capital efficient manner, leveraging current infrastructure and improving classroom utilization.

The percentage of student credit hours taken online in our campus-based institutions was approximately 27% for 2019.

During most of 2020 and 2021, due to the COVID-19 pandemic, all of our students were effectively transitioned to an online learning environment, at scale.

In 2022, our students, faculty and staff were able to safely return to campus and fully transitioned to blended learning modalities.

Our new operating model is now targeting to have 40% to 60% percent of our student credit hours taken online going forward.

Our operating model is targeting to have 40% to 60% percent of our student credit hours taken online going forward.

Currently, we operate within this range with adaptability and flexibility.

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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.

We believe that we compare favorably with competitors because of our focus on quality, professional-oriented curriculum and the competitive advantages provided by our in-country networks.

There are a number of private and public institutions in both of the countries in which we operate, and it is difficult to predict how the markets will evolve and how many competitors there will be in the future.

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Human Capital

Expanding access to quality higher education and enriching communities through delivering market-leading outcomes for students requires the highest levels of engagement, commitment, and performance from our workforce.

We currently enroll approximately 472,000 students across our five institutions in Mexico and Peru, in campus-based, fully online, and hybrid learning programs.

These students are supported by a workforce of more than 28,900 employees, including 16,000 academic staff.

More than 99% of our employees are based in Mexico or Peru, and our corporate team extends across the United States, Switzerland, the Netherlands, Brazil, Chile, and Honduras.

The combination of dedicated in-country teams supported by a diverse, international corporate workforce continues to serve the company well.

Throughout 2023, we continued to strengthen our culture through a range of strategies, including a focus on accelerating our progress in support of gender equality.

Below are examples of the pillars that underpin our Human Capital strategy, including our focus on diversity and inclusion.

Our students are supported by a workforce of more than 31,800 employees, including 18,000 academic staff.

More than 99% of our employees are based in Mexico or Peru, and most of our corporate team are based in the United States.

We believe our future success depends on our ability to attract, develop, and retain skilled employees in a highly competitive talent market.

Therefore, we strive to be a company our employees are proud to work for and continue to invest in ongoing training and development – consistent with our belief in the power of education to change lives.

Leadership and Governance

• Our Board of Directors receives regular reports on talent development, succession planning, and company-wide culture-building efforts.

• There are two established committees of our Board of Directors with responsibility for reviewing and considering a range of Human Capital related topics throughout the year.

The Nominating and Corporate Governance Committee oversees our social impact strategy, including diversity and inclusion efforts, and our Compensation Committee reviews compensation practices and establishes annual performance targets and related compensation-based incentives.

• Our Chief People Officer is responsible for leading the development and execution of company-wide culture-building and talent development initiatives.

• Our executive team is committed to developing strategies to increase the number of women in positions of leadership, accelerate company-wide culture-building activities, and build a more diverse and inclusive workforce.

Diversity and Inclusion

• Throughout 2023, we took a range of actions to advance our commitment to diversity and inclusion.

These efforts built upon our long-standing Discrimination and Harassment policy (available at https://www.laureate.net/wp-content/uploads/2024/02/Laureate-Discrimination-and-Harassment-Policy.pdf), which includes a stated commitment to equal employment opportunities.

• Promoting gender equality was a significant area of focus throughout 2023, as reflected by specific programs to support and promote women in positions of leadership.

Significant milestones achieved during 2023 included:

• Co-designing a Women in Leadership program, building upon on an established program known as Compass.

In 2024, we intend to expand the program to include more women across Laureate, whom will have the opportunity to participate in a version of the program adapted specifically for us.

Program participants are expected to be selected from a range of geographies and functions, as well as from multiple levels of the organization.

• At the end of 2023, 29% of Laureate’s senior leaders were women, an increase of 6% compared to the prior year.

• Strategies to eliminate gender bias in all recruitment practices were introduced across Peru, and we will seek to expand these practices across Mexico in 2024.

• Our Board of Directors receive regular reports on talent development, succession planning, and company-wide culture-building efforts.

Internally, this work is led by our Senior Vice President, People and Culture, in close collaboration with the Chief Executive Officer and our executive leadership team.

• Various committees of our Board of Directors also take an active role in human capital oversight and talent management.

This includes the Compensation Committee which works with top-tier external consultants to ensure compensation is benchmarked against industry standards, and our Nominating and Corporate Governance Committee manages a talent matrix for our Board of Directors to ensure existing and potential future Board members bring skills and experience most closely aligned with the needs of our business as we continue to grow.

Ongoing Training and Access to Education Assistance

• Scholarships and discounts are made available at each of our five institutions for employees (an average of 81% of tuition is paid for employees).

• Scholarships and discounts are made available at each of our five institutions for employees (an average of approximately 80% of tuition is paid for employees studying at one of our five institutions).

Significant discounts are also provided for immediate family members of employees in Mexico and Peru.

• In the United States, education assistance is offered to all corporate employees to pursue additional education opportunities or certifications.

• Regular workshops and training are offered to all employees, including courses focused on Ethics and Compliance and IT security.

• Regular workshops covering a wide variety of relevant topics complement mandatory training for all employees (which include courses on Ethics and Compliance and cybersecurity).

Employee Engagement

• Comprehensive company-wide engagement surveys are conducted every two years, with the next scheduled to occur in 2024.

Throughout 2023 shorter pulse surveys were conducted across Peru.

In addition, multiple metrics are consistently tracked to monitor engagement and employee satisfaction.

These metrics include voluntary attrition, changes in individual and team performance and outcomes, and reports to the Ethics and Compliance hotline.

• Comprehensive employee engagement surveys are conducted regularly.

In 2024, employees in Mexico and the United States responded to engagement surveys and our employees in Peru are scheduled to do so in the first half of 2025.

Our overall engagement score in Mexico increased from 72% to 73% in 2024, and the overall engagement score for our US-based corporate team was 84%, an increase from 70% in 2022.

In addition, multiple metrics are consistently tracked to monitor engagement and employee satisfaction, such as voluntary attrition, changes in individual and team performance and outcomes, and reports to the ethics and compliance hotline.

Performance Management and Ongoing Development

• Laureate has a company-wide approach to performance management, goal setting, feedback, and performance-based compensation, which, at a minimum, includes two formal review checkpoints per year.

• In 2023, all members of Laureate’s executive team participated in a comprehensive executive coaching and development program and contributed to a range of culture-building and workforce development initiatives.

• We have a company-wide approach to performance management, goal setting, feedback, and performance-based compensation, which, at a minimum, includes two formal review checkpoints per year.

• In 2024, all members of our executive team continued to participate in an executive coaching and development program and contributed to a range of culture-building and workforce development initiatives.

Compensation and Employee Benefits

• Employee compensation is reviewed and benchmarked annually against independent market data to ensure our compensation remains competitive and fair.

• Senior leaders across the United States, Peru, and Mexico participate in our long-term equity incentive program as part of Laureate’s competitive compensation and talent retention initiatives.

• We continue to audit all employee benefits to ensure there is no unintentional discrimination embedded in any of the benefits offered.

• Senior leaders across the United States, Mexico and Peru participate in our long-term equity incentive program as part of our competitive compensation and talent retention initiatives.

• We continue to offer a wide range of benefits to our employees.

Our portfolio of benefits support and promote the physical and mental health of our employees and are regularly benchmarked to ensure competitiveness against industry standards.

Safety and Security

• We remain committed to the safety and well-being of all employees, students, and other stakeholders.

Throughout 2024, we took a range of actions to advance our commitment to safety and security.

• In both Mexico and Peru, we employ dedicated security teams to develop and execute strategies to promote the safety of all students, employees, and campuses.

Incidents and risks are reported, reviewed, and addressed through established cross-functional incident response teams.

• In addition, our focus on safety and security is complemented by our long-standing Discrimination and Harassment policy.

• Cybersecurity is a major area of focus across the Company.

For more information regarding the Company’s Cybersecurity risk management, strategy and governance, see “Item 1C.—Cybersecurity.”

• Our employees are expected to complete mandatory cybersecurity training multiple times per year, covering a wide range of topics aimed at keeping employees and the business protected from increasing cyber risks.

• Strict data management controls are enforced across the Company to ensure our workforce and human capital data is appropriately and securely captured and stored.

Workplace Flexibility

• We value flexibility for employees and, as much as possible, provide opportunities for hybrid work for those not required to teach (or support students) in-person on campus.

Our workforce continues to be highly productive in a hybrid modality.

• In the United States, corporate employees, most of whom work remotely, are offered access to co-working locations in their city of residence, along with access to our headquarters in Miami.

Recognizing the Impact of Our People

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In 2024, we published our 2023 Impact Report which recognizes and celebrates the impact our people are creating, aligned to the United Nations Sustainable Development Goals.

Our Impact Reports are available at https://www.laureate.net/impact.

Information contained on our website is not incorporated by reference herein and is not a part of this Annual Report on Form 10-K.

• These Impact Reports feature data and case studies tracked by our Impact Committee–comprised of Impact leaders from Mexico and Peru and from multiple functional areas including Finance, Communications, Academic, Operations and Ethics and Compliance.

Our Impact Reports are available at laureate.net/impact.

• These Impact Reports feature data and case studies tracked by our Impact and our Academic Quality Committees –comprised of impact and academic leaders from Mexico and Peru and from multiple functional areas including Finance, Communications, Academic, Operations and Ethics and Compliance.

Information contained on our website is not incorporated by reference herein and is not part of this Annual Report on Form 10-K.

Since making our first investment in global higher education in 1999, we have focused on expanding access to differentiated higher education and learning opportunities to traditionally underserved areas of the world.

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and Universidad del Valle de México, S.C.

have secretarial resolutions that were issued in their favor before the issuance of Acuerdo 17/11/17.

have secretarial resolutions that were issued in their favor before the

issuance of Acuerdo 17/11/17.

The obligations contained in these secretarial resolutions generally conform to the obligations provided under Acuerdo 17/11/17.

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Peruvian Regulation

We operate three post-secondary education institutions in Peru, two of which are universities and one of which is a technical-vocational institute.

We operate three post-secondary education institutions in Peru, two of which are universities, and one of which is a technical-vocational institution that is licensed as both a college and an institute.

Peruvian law provides that universities and technical-vocational institutes can be operated as public or private entities and that the private entities may be organized for profit.

The Ministry of Education (“MINEDU”) has overall responsibility for the national education system.

In 2014, the Peruvian Congress enacted a new law (the “University Law”) to regulate the establishment, operation, monitoring and closure of universities and to promote continuous improvement of quality at Peruvian universities.

The university law enacted by the Peruvian Congress in 2014 (the “University Law”) regulates the establishment, operation, monitoring and closure of universities and promotes continuous improvement of quality at Peruvian universities.

The University Law created a new agency, the Superintendencia Nacional de Educación Superior Universitaria (“SUNEDU”), which is responsible for carrying out the governmental role in university regulation, including ensuring quality.

While institutional autonomy is still recognized, and universities are permitted to create their own internal governance rules and determine their own academic, management and economic systems, including curriculum design and entrance and graduation requirements, all of these matters are now subject to review and evaluation by SUNEDU through its periodic review of universities as part of a license renewal

As of July 2022, Law 31520 modified the composition of the SUNEDU Board of Directors and eliminated its powers for the approval of new careers, schools and faculties.

Under the University Law, university licenses are granted for specific time periods but are renewable, and are granted by SUNEDU.

Universities have to demonstrate to SUNEDU that they comply with, at a minimum, certain Basic Quality Conditions (“BQCs”) (i.e., that they have specified academic goals and that the degrees granted and plans of study are aligned with those goals;

Under the University Law, institutional autonomy is recognized, and universities are permitted to create their own internal governance rules and determine their own academic, management and economic systems, including curriculum design and entrance and graduation requirements.

In July 2022, the Peruvian Congress enacted a law that eliminated SUNEDU's powers for the approval of new careers, schools and faculties.

In August 2024, the Peruvian Congress amended the University Law to make licenses permanent, which replaced SUNEDU's authority to grant renewable licenses for specific time periods.

In order to keep their licenses in force, universities have to comply with, at a minimum, certain basic quality conditions (“BQCs”) (i.e., that they have specified academic goals and that the degrees granted and plans of study are aligned with those goals;

that their academic offerings are compatible with their planning goals (e.g., there is sufficient labor demand for careers offered);

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and that they have transparency of institutional information).

Both UPC and UPN had their licenses renewed in 2017, in each case for a period of six years, extended one additional year due to COVID-19.

Accordingly, both UPC and UPN will undergo the renewal process in 2025.

SUNEDU allows for the educational services to be provided by three modalities:

(i) face-to-face learning (with a maximum of 20% virtual credits), (ii) hybrid learning (with up to 60% of the total credits of the academic program allowed to be taken virtually) and (iii) virtual learning (credits taken virtually cannot exceed 80% of the total credits of undergraduate and working adult academic programs).

In November 2023, SUNEDU stipulated that health sciences undergraduate programs can only be carried out in face-to-face mode.

This requirement, however, does not apply to previously approved programs and will only apply at the time of an institution's relicensing, which for UPC and UPN will be in 2025.

Both UPC and UPN have had licenses granted by SUNEDU in place since 2017.

The University Law, as amended in August 2024, allows for the educational services to be provided by three modalities:

(i) face-to-face learning (with a maximum of 20% virtual credits), (ii) hybrid learning (with up to 60% of the total credits of the academic program allowed to be taken virtually) and (iii) virtual learning (up to 100% of academic credits, except for programs that require in-person experiments and practices).

Technical-vocational institutes are regulated by the MINEDU, which grants operating licenses for six years, after which the Ministry conducts a revalidation process.

Since 2016, a new law regarding technical-vocational institutes (the “Institutes and Colleges Law”) was enacted.

The Institutes and Colleges Law created two types of institutions:

Higher Education Institutes (“Institutes”) which are dedicated to technical careers and Higher Education Colleges (“Colleges”) which are devoted to technical careers related to education, as well as science and information technology.

The technical-vocational institutes and colleges law enacted in 2016 (the “Institutes and Colleges Law”) created two types of institutions:

Higher Education Institutes (“Institutes”), which are dedicated to

technical careers and Higher Education Colleges (“Colleges”), which are devoted to technical careers related to education, as well as science and information technology.

Institutes grant technical bachelor degrees and professional technical degrees.

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appropriate infrastructure and equipment to develop educational activities;

adequate teachers and staff which, at a minimum, should consist of 20% full-time staff;

adequate teachers, 20% of whom will need to be full-time;

and appropriate financial and economic provisions.

Unlike licenses, quality accreditation is voluntary, except for certain careers for which it might be mandatory as determined by law.

Such accreditation will be taken into consideration for access to public grants for scholarships and research, among other things.

Such accreditation is taken into consideration for access to public grants for scholarships and research, among other things.

Private Institutes and Colleges may be organized as for-profit or not-for-profit entities under Peruvian law.

In May 2023, Cibertec was granted an Institutes license renewal for a six-year period.

Also during 2023, Cibertec was granted a Colleges license for a six-year period, which will now allow Cibertec to offer four-year programs for professional bachelor degrees.

In 2023, Cibertec's Institute was granted an Institutes license renewal for a six-year period.

Also during 2023, Cibertec was granted a Colleges license for a six-year period, which allows Cibertec to offer programs for professional bachelor degrees.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business