What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-20 compared with 2024-02-22 · 202 added, 372 removed, 1044 unchanged (35% of the section changed)

69 unchanged sentences

Loss on impairment of assets — 3,073 144

Operating income (loss) 338,822 270,012 ( 4,647 )

Operating income 373,983 338,822 270,012

Interest income 8,058 9,085 7,567

Interest expense ( 18,102 ) ( 20,986 ) ( 16,418 )

Other (expense) income, net ( 325 ) 770 ( 1,695 )

Foreign currency exchange (loss) gain, net ( 75,702 ) ( 17,444 ) 13,791

Gain (loss) on disposals of subsidiaries, net 3,567 1,364 ( 602 )

Other income (expense), net 1,222 ( 325 ) 770

Foreign currency exchange gain (loss), net 50,658 ( 75,702 ) ( 17,444 )

(Loss) gain on disposals of subsidiaries, net ( 1,304 ) 3,567 1,364

Loss on debt extinguishment ( 31 ) — —

Loss on derivatives, net — — ( 24,517 )

Income (loss) from continuing operations before income taxes and equity in net income of affiliates 254,461 245,851 ( 137,507 )

Income from continuing operations before income taxes and equity in net income of affiliates 414,484 254,461 245,851

Income tax expense ( 118,979 ) ( 137,603 ) ( 185,391 )

Equity in net income of affiliates, net of tax 237 171 258

Income (loss) from continuing operations 117,029 60,718 ( 283,080 )

(Loss) income from discontinued operations, net of tax benefit (expense) of $ 0 , $ 508 and $( 234,326 ), respectively

Income from continuing operations 295,742 117,029 60,718

Income (loss) from discontinued operations, net of tax benefit (expense) of $ 0 , $ 0 and $ 508 , respectively

654 ( 9,762 ) 8,260

Net income 296,396 107,267 68,978

Net loss (income) attributable to noncontrolling interests 323 595 ( 11,339 )

Net loss attributable to noncontrolling interests 78 323 595

Net income attributable to Laureate Education, Inc.

1 unchanged sentence

Basic earnings per share:

Income (loss) from continuing operations $ 0.75 $ 0.37 $ ( 1.56 )

(Loss) income from discontinued operations ( 0.06 ) 0.05 2.57

Income from continuing operations $ 1.93 $ 0.75 $ 0.37

Income (loss) from discontinued operations — ( 0.06 ) 0.05

Basic earnings per share $ 1.93 $ 0.69 $ 0.42

Diluted earnings per share:

Income (loss) from continuing operations $ 0.74 $ 0.36 $ ( 1.56 )

(Loss) income from discontinued operations ( 0.06 ) 0.05 2.57

Income from continuing operations $ 1.92 $ 0.74 $ 0.36

Income (loss) from discontinued operations — ( 0.06 ) 0.05

Diluted earnings per share $ 1.92 $ 0.68 $ 0.41

10 unchanged sentences

( 416 ) 82 560

Total other comprehensive income 170,283 77,793 421,770

Total other comprehensive (loss) income ( 190,063 ) 170,283 77,793

Comprehensive income 106,333 277,550 146,771

Net comprehensive loss (income) attributable to noncontrolling interests 320 582 ( 11,327 )

Net comprehensive loss attributable to noncontrolling interests 75 320 582

Comprehensive income attributable to Laureate Education, Inc.

62 unchanged sentences

Preferred stock, par value $ 0.001 per share – 50,000 shares authorized and no shares issued and outstanding as of December 31, 2024 and December 31, 2023

Common stock, par value $ 0.004 per share – 700,000 shares authorized, 157,586 shares issued and outstanding as of December 31, 2023 and 230,779 shares issued and 157,013 shares outstanding as of December 31, 2022

Common stock, par value $ 0.004 per share – 700,000 shares authorized, 150,794 shares issued and outstanding as of December 31, 2024 and 157,586 shares issued and outstanding as of December 31, 2023

Additional paid-in capital 1,129,511 1,179,721

1 unchanged sentence

Accumulated other comprehensive loss ( 462,210 ) ( 272,144 )

Treasury stock at cost ( 0 shares held at December 31, 2023 and 73,766 shares held at December 31, 2022)

— ( 1,026,272 )

Total Laureate Education, Inc.

8 unchanged sentences

Laureate Education, Inc.

Common Stock Class B

Common Stock Common Stock Additional paid-in capital Retained earnings (accumulated deficit) Accumulated other comprehensive (loss) income Treasury stock at cost Non-controlling interests Total stockholders' equity

Shares Amount Shares Amount Shares Amount

Common Stock Additional paid-in capital Retained earnings

Accumulated other comprehensive loss

Treasury stock at cost Non-controlling interests Total stockholders' equity

Shares Amount

Balance at December 31, 2021 180,611 $ 915 $ 2,388,783 $ 15,523 $ ( 520,204 ) $ ( 744,174 ) $ ( 1,285 ) $ 1,139,558

Entity restructuring adjustment — — — — — — — ( 101 ) — — — ( 101 )

Non-cash stock compensation — — 8,776 — — — — 8,776

Exercise of stock options and vesting of restricted stock and restricted stock units, net of shares withheld to satisfy tax withholding 1,948 8 11,214 — — — — 11,222

Conversion of Class A and Class B common stock to Common Stock ( 90,497 ) ( 550 ) ( 90,792 ) ( 363 ) 181,289 913 — — — — — —

Purchase of treasury stock at cost ( 25,546 ) — — — — ( 282,098 ) — ( 282,098 )

Special cash distributions and equitable adjustments to stock-based compensation awards — — — — — — ( 1,381,787 ) — — — — ( 1,381,787 )

Special cash distribution, special cash dividend, and equitable adjustments to stock-based compensation awards — — ( 204,336 ) ( 45,852 ) — — — ( 250,188 )

Change in noncontrolling interests — — 2 — — — ( 2 ) —

Accretion of redeemable noncontrolling interests and equity — — — — — — ( 88 ) — — — — ( 88 )

Reclassification of redeemable noncontrolling interests and equity — — — — — — — — — — ( 1 ) ( 1 )

Reclassification of redeemable equity to non-redeemable equity — — 316 — — — — 316

Net income — — — 69,573 — — ( 595 ) 68,978

4 unchanged sentences

Balance at December 31, 2022 157,013 $ 923 $ 2,204,755 $ 39,244 $ ( 442,424 ) $ ( 1,026,272 ) $ ( 1,869 ) $ 774,357

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

LAUREATE EDUCATION, INC.

AND SUBSIDIARIES

Consolidated Statements of Stockholders' Equity (continued)

Laureate Education, Inc.

Common Stock Additional paid-in capital Retained earnings (accumulated deficit)

Accumulated other comprehensive (loss) income Treasury stock at cost Non-controlling interests Total stockholders' equity

Shares Amount

Balance at December 31, 2021 180,611 $ 915 $ 2,388,783 $ 15,523 $ ( 520,204 ) $ ( 744,174 ) $ ( 1,285 ) $ 1,139,558

Non-cash stock compensation — — 7,114 — — — — 7,114

Exercise of stock options and vesting of restricted stock and restricted stock units, net of shares withheld to satisfy tax withholding 573 2 ( 270 ) — — — — ( 268 )

Purchase of treasury stock at cost ( 25,546 ) — — — — ( 282,098 ) — ( 282,098 )

Special cash distribution, special cash dividend, and equitable adjustments to stock-based compensation awards — — ( 204,336 ) ( 45,852 ) — — — ( 250,188 )

Retirement of treasury stock ( 295 ) ( 1,025,977 ) — — 1,026,272 — —

Special cash dividend and equitable adjustments to stock-based compensation awards — — ( 5,917 ) ( 104,972 ) — — — ( 110,889 )

Change in noncontrolling interests — — 16 — — — ( 140 ) ( 124 )

Reclassification of redeemable equity to non-redeemable equity — — 316 — — — — 316

Net income — — — 107,590 — — ( 323 ) 107,267

4 unchanged sentences

Balance at December 31, 2023 157,586 $ 630 $ 1,179,721 $ 41,862 $ ( 272,144 ) $ — $ ( 2,329 ) $ 947,740

157,013 $ 923 $ 2,204,755 $ 39,244 $ ( 442,424 ) $ ( 1,026,272 ) $ ( 1,869 ) $ 774,357

Non-cash stock compensation — — 7,843 — — — — 7,843

Exercise of stock options and vesting of restricted stock and restricted stock units, net of shares withheld to satisfy tax withholding 484 1 ( 1,776 ) — — — — ( 1,775 )

Retirement of treasury stock ( 295 ) ( 1,025,977 ) — — 1,026,272 — —

Stock repurchase and retirement ( 7,276 ) ( 27 ) ( 56,328 ) ( 46,692 ) — — — ( 103,047 )

Special cash dividend and equitable adjustments to stock-based compensation awards — — 51 — — — — 51

Change in noncontrolling interests — — 16 — — — ( 140 ) ( 124 )

Net income — — — 296,474 — — ( 78 ) 296,396

4 unchanged sentences

Balance at December 31, 2024 150,794 $ 604 $ 1,129,511 $ 291,644 $ ( 462,210 ) $ — $ ( 2,404 ) $ 957,145

157,586 $ 630 $ 1,179,721 $ 41,862 $ ( 272,144 ) $ — $ ( 2,329 ) $ 947,740

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

9 unchanged sentences

Loss on impairment of assets — 3,073 144

Loss (gain) on sales and disposal of subsidiaries, property and equipment and leases, net 9,603 ( 11,146 ) ( 609,529 )

(Gain) loss on sales and disposal of subsidiaries, property and equipment and leases, net ( 5,103 ) 9,603 ( 11,146 )

Non-cash interest expense 1,541 1,018 1,591

2 unchanged sentences

Deferred income taxes ( 38,524 ) ( 55,856 ) ( 530 )

Unrealized foreign currency exchange loss (gain) 75,488 13,907 ( 7,033 )

Unrealized foreign currency exchange (gain) loss ( 53,109 ) 75,488 13,907

Non-cash loss from non-income tax contingencies — — 743

Other, net 283 6,086 1,106

Loss on derivative instruments — — 24,517

Loss on debt extinguishment 31 — —

Payments for lease settlements — — ( 46,804 )

Other, net ( 2,910 ) 283 6,086

Changes in operating assets and liabilities:

4 unchanged sentences

Deferred revenue and other liabilities ( 35,368 ) ( 13,717 ) ( 18,959 )

Net cash provided by (used in) operating activities 250,780 178,230 ( 156,082 )

Net cash provided by operating activities 232,733 250,780 178,230

Cash flows from investing activities

1 unchanged sentence

Expenditures for deferred costs ( 17 ) ( 20 ) ( 312 )

Receipts from sales of discontinued operations, net of cash sold, property and equipment 4,539 83,414 2,150,820

Settlement of derivatives related to sale of discontinued operations and net investment hedge — — ( 50,341 )

Receipts from sales of property and equipment 17,964 274 468

Net (payments) receipts related to sales of discontinued operations ( 3,610 ) 4,265 82,946

Net cash (used in) provided by investing activities ( 57,549 ) ( 51,918 ) 30,346

21 unchanged sentences

Laureate Education, Inc.

and subsidiaries (hereinafter Laureate, we, us, our, or the Company) provide higher education programs and services to students through licensed universities and higher education institutions (institutions).

and subsidiaries (hereinafter Laureate, we, us, our, or the Company) provide higher education programs and services to students through a portfolio of degree-granting higher education institutions in Mexico and Peru .

Laureate's programs are provided through institutions that are campus-based and through electronically distributed educational programs (online).

1 unchanged sentence

The Company completed its initial public offering (IPO) on February 6, 2017, and its shares are listed on the Nasdaq Global Select Market under the symbol “LAUR.”

Discontinued Operations

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.

These sales were completed during 2020 and 2021.

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) .

See Note 4, Discontinued Operations and Assets Held for Sale, and Note 5, Dispositions, for more information.

Unless indicated otherwise, the information in the footnotes to the Consolidated Financial Statements relates to continuing operations.

Significant Accounting Policies

7 unchanged sentences

A noncontrolling interest can also be referred to as a minority interest.

We recognize noncontrolling interest holders’ share of equity and net income or loss separately in Noncontrolling interests in the Consolidated Balance Sheets and Net loss (income) attributable to noncontrolling interests in the Consolidated Statements of Operations.

We recognize noncontrolling interest holders’ share of equity and net income or loss separately in Noncontrolling interests in the Consolidated Balance Sheets and Net loss attributable to noncontrolling interests in the Consolidated Statements of Operations.

Foreign Currency Translation and Transaction Gains and Losses

6 unchanged sentences

Equity accounts are translated at historical exchange rates.

The effects of these translation adjustments

are reported as a component of Accumulated other comprehensive income (loss) included in the Consolidated Statements of Stockholders’ Equity.

The effects of these translation adjustments are reported as a component of Accumulated other comprehensive income (loss) included in the Consolidated Statements of Stockholders’ Equity.

In the past, Laureate has had certain intercompany loans that were deemed to have the characteristics of a long-term investment.

27 unchanged sentences

charges to bad debt expense 55,753 43,733 21,972

Deductions (a)

Deductions (1)

( 40,193 ) ( 20,648 ) ( 22,316 )

Balance at end of period $ 100,527 $ 84,967 $ 61,882

(a) Deductions include accounts receivable written off against the allowance (net of recoveries) and foreign currency translation.

(1) Deductions include accounts receivable written off against the allowance (net of recoveries) and foreign currency translation.

Property and Equipment, and Leased Assets

7 unchanged sentences

Laureate analyzes each lease agreement to determine whether it should be classified as a finance lease or an operating lease.

For operating leases, right-of-use (ROU) assets and lease liabilities are recognized at the commencement date of the lease based on the estimated present value of lease payments over the lease term.

For operating leases, right-of-use (ROU) assets and lease liabilities are recognized at the

commencement date of the lease based on the estimated present value of lease payments over the lease term.

For finance leases, we initially record the assets and lease liabilities at the present value of the future minimum lease payments.

20 unchanged sentences

The amortization expense is recognized as a component of Interest expense in the Consolidated Statements of Operations.

As of December 31, 2023 and 2022, the unamortized balances of deferred financing costs were $ 2,372 and $ 2,060 , respectively.

As of December 31, 2024 and 2023, the unamortized balances of debt issuance costs were $ 1,858 and $ 2,372 , respectively.

Goodwill, Other Intangible Assets and Long-lived Assets

8 unchanged sentences

Under the updated guidance, the Company continues to have the option of first performing a qualitative goodwill impairment assessment (i.e., step zero) in order to determine if a quantitative impairment test is necessary.

Based on the qualitative assessment, if we determine that it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, the quantitative impairment test is not required.

Based on the qualitative

assessment, if we determine that it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, the quantitative impairment test is not required.

If we do not perform the qualitative assessment for a reporting unit or determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative fair value-based test is performed.

13 unchanged sentences

Any costs incurred to internally develop new tradenames are expensed as incurred.

Accreditations are not considered a separate unit of account and their values are embedded in the cash

flows generated by the institution, which are used to value its tradename.

Accreditations are not considered a separate unit of account and their values are embedded in the cash flows generated by the institution, which are used to value its tradename.

The Company does not believe accreditations have significant value on their own due to the fact that they are neither exclusive nor scarce, and the direct costs associated with obtaining accreditations are not material.

Other intangible assets also included the Laureate tradename, which in 2020 was determined to no longer have an indefinite life and was fully amortized as of December 31, 2021.

Indefinite-lived tradenames are evaluated annually as of October 1st each year for impairment as well as on an interim basis if events or changes in circumstances between annual tests indicate that the asset may be impaired.

37 unchanged sentences

All expenses for an award will be recognized by the time it becomes fully vested.

We use the Black-Scholes-Merton option pricing model to calculate the fair value of stock options.

We used the Black-Scholes-Merton option pricing model to calculate the fair value of stock options granted in prior years.

This option valuation model requires the use of subjective assumptions, including the estimated fair value of the underlying common stock, the expected stock price volatility, and the expected term of the option.

The estimated fair value of the underlying common stock is based on the closing price of our common stock on the grant date.

Because we have only been publicly traded since February 2017, our volatility estimates for all previously granted stock options were based on an average of:

(1) a peer group of companies and (2) Laureate's historical volatility.

Our volatility estimates for all previously granted stock options were based on an average of:

(1) a peer group of companies and (2) Laureate's historical volatility given that we have only been publicly traded since February 2017.

We estimate the expected term of awards to be the weighted average mid-point between the vesting date and the end of the contractual term.

1 unchanged sentence

There were no stock options granted in 2024, 2023 and 2022.

During the years ended December 31, 2023, 2022, and 2021, Laureate has granted, restricted stock units, and performance awards for which the vesting is based on annual performance metrics of the Company.

During the years ended December 31, 2024, 2023, and 2022, Laureate has granted restricted stock, restricted stock units, and performance awards for which the vesting is based on annual performance metrics of the Company.

For interim periods, we use our year-to-date actual results, financial forecasts, and other available information to estimate the probability of the award vesting based on the performance metrics.

18 unchanged sentences

Any legal costs incurred related to contingencies are expensed as incurred.

Recently Issued Accounting Standards Not Yet Adopted

Recently Adopted Accounting Standards

Accounting Standards Update (ASU) ASU No.

4 unchanged sentences

The guidance does not affect recognition or measurement in the Company's Consolidated Financial Statements.

See Note 6, Business and Geographic Segment Information for our updated disclosure.

Recently Issued Accounting Standards Not Yet Adopted

2024-03 (ASU 2024-03), Income Statement—Reporting Comprehensive, Income—Expense Disaggregation Disclosures (Subtopic 220-40);

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, in order to enhance disclosures about a public business entity’s expenses and provide more detailed information about the types of expenses included in certain expense captions in the consolidated financial statements.

These enhanced disclosures are intended to help investors more effectively assess the entity’s performance, understand its cost structure, and make more accurate forecasts of future cash flows.

The guidance will be effective for the Company's 2027 year-end financial statements.

The guidance does not affect recognition or measurement in the Company's Consolidated Financial Statements.

2023-09 (ASU 2023-09), Income Taxes (Topic 740);

18 unchanged sentences

We assess collectability on a portfolio basis prior to recording revenue.

Generally, students cannot re-enroll for the next academic session without satisfactory resolution of any past-due amounts.

If a student withdraws from an institution, Laureate's obligation to issue a refund depends on the refund policy at that institution and the timing of the student's withdrawal.

52 unchanged sentences

We have made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by governmental authorities that are both imposed on and concurrent with specific revenue-producing transactions and collected by the entity from our customers (e.g., sales, use, value added and excise taxes).

Discontinued Operations and Assets Held for Sale

Discontinued Operations

As discussed in Note 1, Description of Business, the Company's principal markets are Mexico and Peru .

All other markets have been divested.

The divestitures were completed in 2021.

In 2022 and 2023, the Company recorded certain adjustments to sale price and estimates of contingent items.

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

For the years ended December 31, 2023 2022 2021

Revenues $ — $ — $ 542,979

Depreciation and amortization expense — — —

Share-based compensation expense — — ( 1,277 )

Other direct costs — — ( 433,127 )

Loss on impairment of assets — — ( 1,268 )

Other non-operating expense — — ( 22,288 )

(Loss) gain on sale of discontinued operations before taxes, net ( 9,762 ) 7,752 636,172

Pretax (loss) income of discontinued operations ( 9,762 ) 7,752 721,191

Income tax benefit (expense) — 508 ( 234,326 )

(Loss) income from discontinued operations, net of tax $ ( 9,762 ) $ 8,260 $ 486,865

Operating cash flows of discontinued operations $ — $ — $ 39,544

Investing cash flows of discontinued operations $ — $ — $ ( 11,161 )

Financing cash flows of discontinued operations $ — $ — $ ( 18,054 )

2021 Loss Recognized on Brazil Disposal Group

During the first quarter of 2021, the Company recorded a loss of approximately $ 32,400 related to the Brazil disposal group, which was classified as a Discontinued Operation, in order to write down the carrying value of those assets to their estimated fair value less costs to sell as of March 31, 2021, in accordance with ASC 360-10, “Impairment and Disposal of Long-lived Assets” (ASC 360-10).

The estimated fair value was based on the sale agreement for the disposal group that was announced on November 2, 2020, as previously disclosed.

The sale of the Brazil disposal group closed on May 28, 2021.

See Note 5, Dispositions, for more information.

Assets Held for Sale

During the second quarter of 2023, two of the Company’s subsidiaries that operate K-12 educational programs in Mexico met the criteria for classification as held for sale under ASC 360-10-45-9, “Long-Lived Assets Classified as Held for Sale.” The sale of the K-12 campuses is intended to allow the Mexico segment to focus on its core business.

During 2023, two of the Company’s subsidiaries that operate K-12 educational programs in Mexico met the criteria for classification as held for sale under ASC 360-10-45-9, “Long-Lived Assets Classified as Held for Sale.” The sale of the K-12 campuses is intended to allow the Mexico segment to focus on its core business.

The planned sale of this disposal group does not represent a strategic shift and therefore does not qualify for presentation as a discontinued operation in the Consolidated Financial Statements.

In addition, during 2023, two parcels of land at campuses in Mexico met the criteria for classification as held for sale under ASC 360-10-45-9, as did a parcel of land in the United States.

In addition, during 2023 and 2024, several parcels of land and buildings at campuses in Mexico and a parcel of land in the United States met the criteria for classification as held for sale under ASC 360-10-45-9.

The assets and liabilities are recorded at the lower of their carrying values or their estimated fair values less costs to sell.

As discussed below, the sales of certain real estate in the United States and Mexico were completed during 2024.

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

14 unchanged sentences

The long-term debt balance represents a finance lease for property.

Honduras Divestiture

On March 8, 2021, the Company completed the divestiture of its operations in Honduras to Fundación Nasser, a not-for-profit foundation in Honduras.

In connection with the transaction, the Company transferred control of Fundaempresa, which manages Universidad Tecnológica Centroamericana (UNITEC), including Centro Universitario Tecnológico (CEUTEC).

The proceeds received, net of cash sold, closing costs and a working capital adjustment that was completed during the second quarter of 2021, were approximately $ 24,000 .

As a result of the sale, the Company recognized a pre-tax loss of approximately $ 1,700 , which is included in Income (loss) from discontinued operations, net of tax in the Consolidated Statement of Operations for the year ended December 31, 2021.

Under the transaction terms, additional consideration of $ 2,000 was paid into an escrow account at closing and, assuming certain conditions are met, will be released to the Company based on the following schedule:

50 % after 18 months, 25 % of the remaining escrow account after 24 months, and the remaining $ 750 after 36 months.

During the third quarter of 2022 and the first quarter of 2023, the Company received the first two scheduled escrow payments of $ 1,000 and $ 250 , respectively.

Receipt of Remaining Escrow Receivable from Sale of China Operations

On January 25, 2018, the Company completed the sale of LEI Lie Ying Limited in China.

At the closing of the sale on January 25, 2018, 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.

In June 2020, the Company received approximately one-half of the escrow account, and the remainder was due in January 2021.

In April 2021, the Company received 168,284 Hong Kong Dollars (approximately $ 21,650 at the date of receipt), which represented payment in full for the remainder of the escrow account.

Accordingly, the Company recognized a gain of approximately $ 13,600 , which is included in Income (loss) from discontinued operations, net of tax, in the Consolidated Statement of Operations for the year ended December 31, 2021.

Brazil Divestiture

On May 28, 2021, the Company completed the sale of its operations in Brazil to Ânima Holding S.A.

The proceeds received at the date of sale, net of cash sold, transaction fees and settlement of foreign currency swaps, were approximately $ 625,000 .

The Company used a portion of the proceeds to repay the remaining balance outstanding under its Senior Notes due 2025.

Additionally, the buyer assumed indebtedness, gross of cash sold, of approximately $ 121,000 .

The Company recognized a pre-tax gain on the sale of approximately $ 33,000 , which included:

i) the derecognition of the carrying value of the disposal group;

ii) working capital and purchase price adjustments that were completed during the third and fourth quarters of 2021;

and iii) contingent consideration of approximately $ 6,500 that was recognized during the fourth quarter of 2021, in accordance with the terms of the sale agreement.

This gain is included in Income (loss) from discontinued operations, net of tax in the Consolidated Statement of Operations for the year ended December 31, 2021.

Property Sales

During the second quarter of 2024, the Company completed the sale of a parcel of land in the United States that was classified as held for sale as of December 31, 2023.

The Company received proceeds of approximately $ 3,100 from the sale and recognized a loss of approximately $ 24 , which is included in Direct costs in the Consolidated Statement of Operations for 2024.

During the third quarter of 2024, the Company completed the sale of real estate in Mexico that was classified as held for sale as of December 31, 2023.

In connection with this transaction, the Company also terminated two lease agreements in Mexico, resulting in a net loss of approximately $ 4,500 that is included in Direct costs in the Consolidated Statement of Operations for 2024.

During the fourth quarter of 2024, the Company completed the sales of additional real estate in Mexico that was classified as held for sale as of December 31, 2023.

The Company received proceeds of approximately $ 14,400 and recognized a gain of approximately $ 9,400 , which is included in Direct costs in the Consolidated Statement of Operations for 2024.

Walden Divestiture

On August 12, 2021, the Company closed the transaction pursuant to the Membership Interest Purchase Agreement (the Walden Purchase Agreement), dated September 11, 2020, with Adtalem Global Education Inc., a Delaware corporation (the Walden Purchaser).

Pursuant to the Walden Purchase Agreement, the Company sold to the Walden Purchaser all of the issued and outstanding equity interest in Walden e-Learning, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (Walden), and its subsidiary, Walden University, LLC, a Florida limited liability company and an indirect wholly owned subsidiary of the Company (together with Walden, the Walden Group).

The cash proceeds received, net of cash sold, transaction fees, and certain closing adjustments, were approximately $ 1,403,500 .

Also, at the closing date of August 12, 2021, the Walden Purchaser paid an additional $ 74,000 of the sale transaction value into an escrow account, which was to be released in full or in part to the Company one year following the closing of the transaction pursuant to the terms and conditions of the escrow agreement.

On August 23, 2022, the Company received approximately $ 71,700 of the escrow amount.

In addition, approximately $ 83,600 of restricted cash that related to collateralized regulatory obligations was released during the fourth quarter of 2021.

In 2021, the Company recognized a pre-tax gain on the sale of approximately $ 619,400 , as well as estimated tax expense of approximately $ 278,000 .

The gain included the derecognition of the carrying value of Walden as well as a working capital settlement that was completed during the fourth quarter of 2021 and is included in Income (loss) from discontinued operations, net of tax in the Consolidated Statement of Operations for the year ended December 31, 2021.

subsidiary of the Company (Walden), and its subsidiary, Walden University, LLC, a Florida limited liability company and an indirect wholly owned subsidiary of the Company (together with Walden, the Walden Group).

Under the Walden Purchase Agreement, the Company agreed to indemnify the Walden Purchaser under certain circumstances.

In January 2024, the Walden Purchaser made a claim under these indemnification provisions and the Company expects to pay $ 5,500 to the Walden Purchaser.

Accordingly, as of December 31, 2023, the Company has recorded a liability for this amount through loss on sale of discontinued operations, as it represents an adjustment to the sale price of the Walden Group.

Collection of Note Receivable from Divestiture of Chilean Operations

On September 10, 2020, the Company completed the divestiture of its operations in Chile.

Under the terms of the agreement, the purchase price included a note receivable of $ 21,500 that was payable one year from the date of divestiture.

In September 2021, the Company collected this receivable.

In January 2024, the Walden Purchaser made a claim under these indemnification provisions and the Company determined that approximately $ 5,500 was payable to the Walden Purchaser.

Accordingly, as of December 31, 2023, the Company recorded a liability for this amount through loss on sale of discontinued operations, as it represented an adjustment to the sale price of the Walden Group.

This liability was fully settled during the fourth quarter of 2024.

Business and Geographic Segment Information

2 unchanged sentences

Laureate determines its segments based on information utilized by the chief operating decision maker to allocate resources and assess performance.

Laureate's Chief Executive Officer is the chief operating decision maker.

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.

4 unchanged sentences

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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Laureate owns three institutions in Peru, with a footprint of 19 campuses.

As discussed in Note 1, Description of Business, and Note 4, Discontinued Operations and Assets Held for Sale, in prior periods, a number of our subsidiaries met the requirements to be classified as Discontinued Operations and were subsequently sold.

As a result, the Discontinued Operations have been excluded from the segment information for all periods presented.

Inter-segment transactions are accounted for in a similar manner as third-party transactions and are eliminated in consolidation.

The Corporate amounts presented in the following tables include corporate charges that were not allocated to our reportable segments and adjustments to eliminate inter-segment items.

We evaluate segment performance based on Adjusted EBITDA, which is a non-GAAP performance measure defined as Income (loss) from continuing operations before income taxes and equity in net income of affiliates, adding back the following items:

Loss on derivatives, net, Loss on debt extinguishment, Gain (loss) on disposals of subsidiaries, net, Foreign currency exchange (loss) gain, net, Other (expense) income, net, Interest expense, Interest income, Depreciation and amortization expense, Loss on impairment of assets, Share-based compensation expense and expenses related to our Excellence-in-Process (EiP) initiative.

Our 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.

The chief operating decision maker uses Adjusted EBITDA to evaluate performance and to allocate resources for each segment in the annual budget and monthly forecasting process.

Adjusted EBITDA is defined as Income (loss) from continuing operations before income taxes and equity in net income of affiliates, adding back the following items:

(Loss) gain on disposals of subsidiaries, net, Foreign currency exchange gain (loss), net, Other income (expense), net, Loss on debt extinguishment, Interest expense, Interest income, Depreciation and amortization expense, Loss on impairment of assets, Share-based compensation expense and expenses related to our Excellence-in-Process (EiP) initiative.

Our EiP initiative was completed as of December 31, 2021, except for certain EiP expenses during 2022 related to the run out of programs that began in prior periods.

EiP was an enterprise-wide initiative to optimize and standardize Laureate’s processes, creating vertical integration of procurement, information technology, finance, accounting and human resources.

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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 previous dispositions.

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.

The chief decision maker considers budget-to-actual variances for Adjusted EBITDA when making decisions about allocating resources to the segments.

Adjusted EBITDA is also 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.

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We use total assets as the measure of assets for reportable segments.

The following tables provide financial information for our reportable segments, including a reconciliation of Adjusted EBITDA to Income (loss) from continuing operations before income taxes and equity in net income of affiliates, as reported in the Consolidated Statements of Operations, for the years ended December 31, 2023, 2022 and 2021:

The following tables provide financial information for our reportable segments, including a reconciliation of Adjusted EBITDA to Income from continuing operations before income taxes and equity in net income of affiliates, as reported in the Consolidated Statements of Operations, for the years ended December 31, 2024, 2023 and 2022:

Mexico Peru Corporate Total

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Depreciation and amortization expense 40,617 26,677 947 68,241

Loss on impairment of assets 1,620 — 1,453 3,073

Total assets 1,143,053 567,310 151,697 1,862,060

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EiP expenses — — ( 813 )

Operating income (loss) 338,822 270,012 ( 4,647 )

Operating income 373,983 338,822 270,012

Interest income 8,058 9,085 7,567

Interest expense ( 18,102 ) ( 20,986 ) ( 16,418 )

Other (expense) income, net ( 325 ) 770 ( 1,695 )

Foreign currency exchange (loss) gain, net ( 75,702 ) ( 17,444 ) 13,791

Gain (loss) on disposals of subsidiaries, net 3,567 1,364 ( 602 )

Other income (expense), net 1,222 ( 325 ) 770

Foreign currency exchange gain (loss), net 50,658 ( 75,702 ) ( 17,444 )

(Loss) gain on disposals of subsidiaries, net ( 1,304 ) 3,567 1,364

Loss on debt extinguishment ( 31 ) — —

Loss on derivatives, net — — ( 24,517 )

Income (loss) from continuing operations before income taxes and equity in net income of affiliates $ 254,461 $ 245,851 $ ( 137,507 )

Income from continuing operations before income taxes and equity in net income of affiliates $ 414,484 $ 254,461 $ 245,851

The following table presents significant segment expenses of our reportable segments:

For the years ended December 31, 2024 2023 2022

Revenues $ 841,236 $ 782,611 $ 613,942

Labor costs 303,468 291,037 241,153

Lease and other facilities costs 114,840 117,376 95,621

Advertising costs 51,064 44,444 34,175

Other costs (1)

165,368 152,800 119,625

Adjusted EBITDA $ 206,496 $ 176,954 $ 123,368

Revenues $ 725,199 $ 701,699 $ 624,238

Labor costs 255,388 249,972 217,687

Lease and other facilities costs 30,158 29,801 26,168

Advertising costs 37,248 30,884 27,456

Other costs (1)

119,030 104,192 86,267

Adjusted EBITDA $ 283,375 $ 286,850 $ 266,660

(1) Other costs for each reportable segment include:

professional services expense, technology expense, bad debt and other direct costs.

Geographic Information

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Tradenames and Other Intangible Assets

Amortization expense for intangible assets included only the finite-lived tradename, which was fully amortized as of December 31, 2021.

Amortization expense was $ 0 , $ 0 and $ 23,069 for the years ended December 31, 2023, 2022 and 2021, respectively.

The following table summarizes our identifiable intangible assets as of December 31, 2024:

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We perform annual impairment tests of our non-amortizable intangible assets, which consist of goodwill and indefinite-lived tradenames, in the fourth quarter of each year.

The impairment charges discussed below were recorded to reduce the assets' carrying values to fair value.

For the purposes of our annual impairment testing of the Company's goodwill, fair value measurements are determined primarily using the income approach, based largely on inputs that are not observable to active markets, which would be deemed “Level 3” fair value measurements.

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These inputs include our expectations about future revenue growth, marginal income tax rates by jurisdiction, the discount rate and the estimated royalty rate.

We use publicly available

information and proprietary third-party arm’s length agreements that Laureate has entered into with various licensors in determining certain assumptions to assist us in estimating fair value using market participant assumptions.

2021 Loss on Impairment of Assets

Impairment of Finite-Lived Tradename (Laureate Tradename)

During the first quarter of 2021, the Company recognized an impairment charge of approximately $ 51,400 on the Laureate tradename, a finite-lived intangible asset.

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 $ 51,400 and recorded an impairment charge for that amount.

The significant assumptions used in estimating the fair value included:

(1) the revenue growth rates and (2) the estimated royalty rates.

The inputs used were not observable to active markets and are therefore deemed “Level 3” inputs in the fair value hierarchy.

The decrease in the fair value of the tradename was attributable to the shortened duration of the estimated future revenues.

The remaining carrying value of the tradename asset was fully amortized as of December 31, 2021.

We use publicly available information and proprietary third-party arm’s length agreements that Laureate has entered into with various licensors in determining certain assumptions to assist us in estimating fair value using market participant assumptions.

Outstanding long-term debt was as follows:

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Senior long-term debt:

Senior Secured Credit Facility (stated maturity date of September 18, 2028 as of December 31, 2023;

stated maturity date of October 7, 2024 as of December 31, 2022) $ 59,000 $ 100,000

Senior Secured Credit Facility $ — $ 59,000

Lines of credit 29,989 10,864

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Revolving Credit Facility

On September 18, 2023, the Company entered into an amendment of its Senior Secured Credit Facility (as defined below) (the “Third Amendment”) to the Third Amended and Restated Credit Agreement, dated as of October 7, 2019 (the “Credit Agreement”;

On September 18, 2023, the Company entered into a third amendment of its Senior Secured Credit Facility (as defined below) (the “Third Amendment”) to the Third Amended and Restated Credit Agreement, dated as of October 7, 2019 (the “Credit Agreement”;

as amended by the First Amendment, dated as of July 20, 2020, the Second Amendment, dated as of December 23, 2022 and, as further amended by the Third Amendment, the “Amended Credit Agreement”).

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The credit available to be borrowed under the Amended Credit Agreement, whether as revolving loans or term loans, if any, are referred to herein collectively as the “Senior Secured Credit Facility.”

The Amended Credit Agreement, among other things, provides for $ 145,000 of revolving credit loans maturing October 2024 (the “Series 2024 Tranche”) and $ 155,000 of revolving credit loans under the Series 2028 Tranche for a $ 300,000 aggregate revolving credit facility (the “Revolving Credit Facility”).

The Amended Credit Agreement, among other things, provided for $ 145,000 of revolving credit loans, which matured on October 7, 2024 (the “Series 2024 Tranche”) and $ 155,000 of revolving credit loans under the Series 2028 Tranche for a $ 300,000 aggregate revolving credit facility (the “Revolving Credit Facility”).

Given the maturity date of the Series 2024 Tranche, as of December 31, 2024, the borrowing capacity of the Revolving Credit Facility is $ 155,000 .

As a subfacility under the Revolving Credit Facility, the Amended Credit Agreement provides for letter of credit commitments in the aggregate amount of $ 10,000 .

The Amended Credit Agreement also provides, subject to the satisfaction of certain conditions, for incremental revolving and term loan facilities, at the request of the Company, not to exceed (i) the greater of (a) $ 172,500 and (b) 50 % of the Company’s Consolidated EBITDA, plus (ii) additional amounts so long as both immediately before and after giving effect to such incremental facilities the Company’s Consolidated Senior Secured Debt to Consolidated EBITDA Ratio, as defined in the agreement, on a pro forma basis, does not exceed 2.25 to 1.00, plus (iii) the aggregate amounts of any voluntary repayments of term loans, if any, and aggregate amount of voluntary repayments of revolving credit facilities that are accompanied by a corresponding termination or reduction of revolving credit commitments.

The Amended Credit Agreement also provides, subject to the satisfaction of certain conditions, for incremental revolving and term loan facilities, at the request of the Company and subject to lender approval, not to exceed (i) the greater of (a) $ 172,500 and (b) 50 % of the Company’s Consolidated EBITDA, plus (ii) additional amounts so long as both immediately before and after giving effect to such incremental facilities the Company’s Consolidated Senior Secured Debt to Consolidated EBITDA Ratio, as defined in the Amended Credit Agreement, on a pro forma basis, does not exceed 2.25 to 1.00, plus (iii) the aggregate amounts of any voluntary repayments of term loans, if any, and aggregate amount of voluntary repayments of revolving credit facilities that are accompanied by a corresponding termination or reduction of revolving credit commitments.

The maturity date for the Amended Credit Agreement is September 18, 2028.

The Revolving Credit Facility bears interest at a per annum interest rate, at the option of the Company, at either the EURIBOR rate, the Term SOFR rate or the ABR rate plus an applicable margin of 2.50 % per annum, 2.25 % per annum, 2.00 % per annum or 1.75 % per annum for EURIBOR loans or Term SOFR loans, and 1.50 % per annum, 1.25 % per annum, 1.00 % per annum or 0.75 % per annum for ABR loans, in each case, based on the Company’s Consolidated Total Debt to Consolidated EBITDA ratio as defined in the agreement.

As of December 31, 2024 and December 31, 2023, the Senior Secured Credit Facility had a total outstanding balance of $ 0 and $ 59,000 , respectively.

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and (4) limitations on liens, guarantees, loans or investments.

The Amended Credit Agreement also provides, solely with respect to the revolving credit facility, that the Company shall not permit its Consolidated Senior Secured Debt to Consolidated EBITDA ratio, as defined in the Amended Credit Agreement , to exceed 3.00 x as of the last day of each quarter commencing with the quarter ending December 31, 2019 and thereafter.

The agreement also provides that if (i) the Company’s Consolidated Total Debt to Consolidated EBITDA ratio, as defined in the Amended Credit Agreement , is not greater than 3.00 x as of such date and (ii) less than 25 % of the revolving credit facility is utilized as of that date, then such financial covenant shall not apply.

As of December 31, 2023, these conditions were satisfied and, therefore, we were not subject to the leverage ratio.

The Amended Credit Agreement also provides, solely with respect to the revolving credit facility, that the Company shall not permit its Consolidated Senior Secured Debt to Consolidated EBITDA ratio, as defined in the Amended Credit Agreement , to exceed 3 as of the last day of each quarter commencing with the quarter ending December 31, 2019 and thereafter.

The Amended Credit Agreement also provides that if less than 25 % of the revolving credit facility is utilized as of that date, then such financial covenant shall not apply.

As of December 31, 2024, this condition was satisfied and, therefore, we were not subject to the leverage ratio.

In addition, indebtedness at some of our locations contain financial maintenance covenants.

We were in compliance with these covenants as of December 31, 2024.

Debt Modification and Loss on Debt Extinguishment

In connection with the repayment of the Senior Notes during the year ended December 31, 2021, the Company recorded a Loss on debt extinguishment of $ 77,940 , related to the redemption premium paid and the write off of the unamortized deferred financing costs associated with the repaid debt balances.

Debt Issuance Costs

Amortization of debt issuance costs and accretion of debt discounts that are recorded in Interest expense in the Consolidated Statements of Operations totaled approximately $ 584 , $ 1,241 and $ 1,561 for the years ended December 31, 2024, 2023 and 2022, respectively.

Certain unamortized debt issuance costs were written off in 2021 in connection with early repayment of debt balances and debt agreement amendments, as discussed above.

As of December 31, 2024 and 2023, our unamortized debt issuance costs were $ 1,858 and $ 2,372 , respectively.

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Notes Payable

Notes payable include mortgages payable that are secured by certain fixed assets.

Notes payable include mortgages payable that are secured by certain fixed assets, and an unsecured term loan.

The notes payable have varying maturity dates and repayment terms through 2029.

Interest rates on notes payable ranged from 5.09 % to 11.74 % and 5.09 % to 13.00 % at December 31, 2024 and 2023, respectively.

In December 2017, Universidad del Valle de México (UVM Mexico) entered into an agreement with a bank for a loan of MXN 1,700,000 (approximately $ 89,000 at the time of the loan).

In 2019, this loan was reassigned to Estrater, S.A.

de C.V., SOFOM ENR (Estrater).

In 2021, Estrater was merged into Laureate Education Mexico S de RL de CV (LEM), a wholly owned Mexican subsidiary of the Company.

Consequently, the loan was reassigned to LEM.

The loan matures in June 2024 and carries a variable interest rate based on the 28-day Mexican Interbanking Offer Rate (TIIE), plus an applicable margin, which is established based on the ratio of debt to EBITDA, as defined in the agreement ( 13.00 % and 12.26 % as of December 31, 2023 and 2022, respectively).

The current quarterly payments on the loan total MXN 76,500 ($ 4,504 at December 31, 2023), with a balloon payment of MXN 425,000 ($ 25,024 at December 31, 2023) due at maturity.

An unsecured term loan is held by one of our Mexican subsidiaries and was scheduled to mature in June 2024.

During the second quarter of 2024, we entered into a loan modification, which extended the maturity of the loan to June 2029.

The loan carries a variable interest rate based on the 28-day Mexican Interbanking Offer Rate (TIIE), plus an applicable margin, which is established based on the ratio of debt to EBITDA, as defined in the agreement ( 11.74 % and 13.00 % as of December 31, 2024 and 2023, respectively).

Under the loan modification agreement, quarterly principal repayments resumed in December 2024, beginning at MXN 4,250 ($ 210 at December 31, 2024) and increasing to MXN 23,375 ($ 1,155 at December 31, 2024), with a balloon payment of MXN 170,000 ($ 8,404 at December 31, 2024) due at maturity.

As of December 31, 2024 and December 31, 2023, the outstanding balance of this loan was $ 20,799 and $ 29,528 , respectively.

The Company obtained financing to fund the construction of two new campuses at one of our institutions in Peru, Universidad Peruana de Ciencias Aplicadas (UPC).

In prior years, the Company obtained financing to fund the construction of two campuses at one of our institutions in Peru.

As of December 31, 2024 and 2023, one loan remains outstanding, which matures in November 2025 and carries an interest rate of 5.09 %.

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As of December 31, 2024 and 2023, the outstanding balance of this loan was $ 2,962 and $ 5,835 , respectively.

On December 22, 2017, a Laureate subsidiary in Peru entered into an agreement to borrow PEN 247,500 (approximately $ 76,000 at the agreement date).

Quarterly payments in the amount of PEN 14,438 ($ 3,921 at December 31, 2023) were due through the loan's maturity in December 2023.

As of December 31, 2023 and 2022, this loan had a balance of $ 0 and $ 15,142 , respectively.

Laureate conducts a significant portion of its operations at leased facilities, including many of Laureate's higher education facilities and other office locations.

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Leased assets obtained for new operating lease liabilities $ 13,793 $ 20,920 $ 12,677

Corporate Office Lease Termination

In March 2021, the Company exercised its one-time right under the operating lease agreement for its former corporate headquarters in Baltimore, Maryland, to terminate the lease effective June 30, 2022.

In connection with the exercise of this early termination option, the Company was required to pay an early termination fee of approximately $ 1,200 , half of which was paid in March 2021.

In December 2021, the Company and the landlord agreed to a termination of the lease agreement, effective December 31, 2021.

In connection with this lease termination, the Company made a total payment of approximately $ 2,750 , which included the second half of the early termination fee noted above, as well as all remaining amounts owed under the lease.

Kendall Lease Termination

In December 2021, the Company completed a lease termination agreement with the landlord of its Kendall property in Chicago, Illinois.

In connection with the lease termination agreement, the Company made a total payment of approximately $ 44,050 and recorded a loss of approximately $ 25,800 , which is included in Operating (loss) income in the Consolidated Statement of Operations for the year ended December 31, 2022.

Commitments and Contingencies

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Laureate intends to vigorously defend against these matters.

As of December 31, 2023 and 2022, approximately $ 19,800 and $ 11,400 , respectively, of loss contingencies were included in Other long-term liabilities and Other current liabilities on the Consolidated Balance Sheets.

As of December 31, 2024 and 2023,

approximately $ 13,500 and $ 19,800 , respectively, of loss contingencies were included in Other long-term liabilities and Other current liabilities on the Consolidated Balance Sheets.

We have also identified certain loss contingencies that we have assessed as being reasonably possible of loss, but not probable of loss, and could have an adverse effect on the Company’s results of operations if the outcomes are unfavorable.

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Guarantees and Commitments

In connection with a loan agreement entered into by a Laureate subsidiary in Peru, all of the shares of Universidad Privada del Norte, one of our universities, were pledged to the third-party lender as a guarantee of the payment obligations under the loan As of December 31, 2023, all obligations under the loan were fully repaid.

During the first quarter of 2021, one of our Peruvian institutions issued a bank guarantee in order to appeal a tax assessment received related to tax audits of 2014 and 2015.

As of December 31, 2023 and 2022, the amount of the guarantee was $ 7,408 and $ 7,076 , respectively.

In addition, during the fourth quarter of 2023, one of our Peruvian institutions issued a bank guarantee in the amount of $ 5,323 in order to appeal a tax assessment received related to the tax audit of 2009.

In addition, during the fourth quarter of 2023, the same institution issued a bank guarantee in order to appeal a tax assessment received related to the tax audit of 2009.

During the third quarter of 2024, the Peruvian institution paid the tax assessment related to the 2009 tax audit, and therefore the related bank guarantee was released.

As of December 31, 2024 and 2023, the total amount of the guarantees was approximately $ 7,300 and $ 12,700 , respectively.

Share-based Compensation and Equity

Share-based compensation expense was as follows:

For the years ended December 31, 2023 2022 2021

Continuing operations

Stock options, net of estimated forfeitures $ — $ — $ 468

Restricted stock awards 7,114 8,776 8,427

Total continuing operations $ 7,114 $ 8,776 $ 8,895

Discontinued operations

Share-based compensation expense for discontinued operations — — 1,277

Total continuing and discontinued operations $ 7,114 $ 8,776 $ 10,172

The Company recorded share-based compensation expense for restricted stock unit awards of $ 7,843 , $ 7,114 and $ 8,776 for the years ended December 31, 2024, 2023 and 2022, respectively.

2013 Long-Term Incentive Plan

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Under the 2013 Plan, the Company may grant stock options, stock appreciation rights, unrestricted common stock or restricted stock, unrestricted stock units or restricted stock units, and other stock-based awards, to eligible individuals on the terms and subject to the conditions set forth in the 2013 Plan.

As of the effective date in June 2013, the total number of shares of common stock issuable under the 2013 Plan

As of the effective date in June 2013, the total number of shares of common stock issuable under the 2013 Plan were 7,521 .

In September 2015, the Board and Shareholders approved an amendment to increase the total number of shares of common stock issuable under the 2013 Plan by 1,219 , and in December 2016, the Board and Shareholders approved an amendment to increase the total number of shares of common stock issuable under the 2013 Plan by 3,884 .

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(c) those time-based restricted stock awards that would have become vested and free of forfeiture risk and lapse restriction on or prior to the third anniversary of the effective time of such change in control would become fully vested and immediately exercisable;

(d) those performance-based restricted stock awards that would have vested and become free of forfeiture risk and lapse restrictions had Laureate achieved the target performance in the three fiscal years ending coincident with or immediately subsequent to the effective time of such change in control would become fully vested and immediately exercisable;

with or immediately subsequent to the effective time of such change in control would become fully vested and immediately exercisable;

(e) those time-based restricted stock units that would have become vested or earned on or prior to the third anniversary of the effective time of such change in control would become vested and earned and be settled in cash or shares of common stock as promptly as practicable;

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After giving effect to the foregoing change in control acceleration, any remaining unvested time-based and performance-based stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and performance share units shall be forfeited for no consideration.

As discussed in Note 1, Description of Business, on January 27, 2020, the Company announced that it would explore strategic alternatives for each of its businesses to unlock shareholder value.

Also on January 27, 2020, in connection with such announcement, the Company's Board of Directors determined that, during the strategic alternatives process, any outstanding awards held by a participant at the time that such participant is terminated without cause as of and following January 27, 2020 and before a divestiture, sale, spin-off, or any other similar corporate transaction involving the participant's employing entity will receive the same treatment that such awards would have received upon a qualifying termination on or following a change in control ( i.e., accelerated vesting of unvested equity awards in accordance with the terms of such awards).

The strategic alternatives process ended in April 2022.

Stock Options Under 2013 Plan

Stock option awards under the 2013 Plan generally have a contractual term of 10 years and are granted with an exercise price equal to or greater than the fair market value of Laureate’s stock at the date of grant.

Stock option awards under the 2013 Plan generally have a contractual term of 10 years and were granted with an exercise price equal to or greater than the fair market value of Laureate’s stock at the date of grant.

These options typically vest over a period of five or three years .

There were no stock options granted in 2024, 2023 and 2022.

The Performance Options previously granted under the 2013 Plan are eligible for vesting based on achieving annual predetermined Equity Value performance targets or Adjusted EBITDA targets, as defined in the plan, and the continued service of the employee.

The performance options previously granted under the 2013 Plan were eligible for vesting based on achieving annual predetermined equity value performance targets or Adjusted EBITDA targets, as defined in the plan, and the continued service of the employee.

Compensation expense is recognized over the period during which an employee is required to provide service in exchange for the award, which is usually the vesting period.

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We assess the probability of each option tranche vesting throughout the life of each grant.

As of December 31, 2023, all outstanding stock option awards that were granted under the 2013 Plan were fully vested.

As of December 31, 2024 and 2023, all outstanding stock option awards that were granted under the 2013 Plan were fully vested.

Amendment to 2013 Long-Term Incentive Plan

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36.40 % - 58.84 %

$ 8.79 - $ 10.30

1,655 1.53 1,655 1.53 1.45 % - 2.34 %

35.20 % - 58.84 %

$ 15.27 - $ 24.33

94 0.44 94 0.44 0.76 % - 2.35 %

39.38 % - 53.80 %

(1) The expected dividend yield is zero for all options in all years.

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Non-vested at December 31 1,119 13.10 806 11.43 660 12.92

Restricted stock units granted under the 2013 Plan during the years ended December 31, 2023, 2022 and 2021 consisted of time-based restricted stock units (RSUs) and performance-based restricted stock units (PSUs) with vesting periods over three years .

Restricted stock units granted under the 2013 Plan during the years ended December 31, 2024, 2023 and 2022 consisted of time-based restricted stock units (RSUs) and performance-based restricted stock units (PSUs) with vesting periods over three

PSUs are eligible to vest annually upon the Board's determination that the annual performance targets are met.

The vesting percentage for PSUs is based on Laureate's attainment of a performance target or targets, provided that continued employment is required through the date the attainment of target is approved by the Compensation Committee.

The vesting percentage for PSUs is based on Laureate's attainment of a performance target or targets.

The fair value of the non-vested restricted stock awards in the table above is measured using the fair value of Laureate’s common stock on the date of grant or the most recent modification date, whichever is later.

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Other Stockholders' Equity Transactions

Effective October 29, 2021, each share of Company Class A common stock and each share of Company Class B common stock automatically converted into one share of common stock of the Company.

Following the conversion, the Company has only one class of common stock outstanding.

On November 17, 2022, the Company entered into an underwriting agreement by and among the Company, KKR 2006 Fund (Overseas), Limited Partnership (KKR Overseas) and KKR Partners II (International), L.P.

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The Company recorded the purchases of treasury stock at cost as a separate component within stockholders’ equity in the Consolidated Balance Sheets.

Upon retirement of treasury stock, the Company allocates the excess of the purchase price over par value to additional paid-in capital, subject to certain limitations.

Upon retirement of the treasury stock, the Company allocated the excess of the purchase price over par value to additional paid-in capital, subject to certain limitations.

Following this retirement of treasury stock on May 24, 2023, all shares repurchased under the Company's stock repurchase programs are immediately retired.

Upon retirement of repurchased stock, the excess of the purchase price plus excise tax over par value is allocated to additional paid-in capital, subject to certain limitations.

Any remainder is allocated to retained earnings to the extent that positive retained earnings exist.

Stock Repurchases

Repurchases Pursuant to an Authorized Repurchase Program

On November 5, 2020, Laureate’s Board of Directors announced a new stock repurchase program to acquire up to $ 300,000 of the Company’s common stock.

Repurchases Pursuant to Authorized Repurchase Program Announced in November 2020

On November 5, 2020, Laureate’s Board of Directors announced a stock repurchase program to acquire up to $ 300,000 of the Company’s common stock.

On April 30, 2021, the Company’s Board of Directors approved an increase of the authorization by $ 200,000 ;

on December 14, 2021, the Company’s Board of Directors approved an increase of the authorization by $ 100,000 , and on March 14, 2022, the Company’s Board of Directors approved an increase of the authorization by $ 50,000 , for a total authorization (including the above authorized repurchases) of up to $ 650,000 of the Company’s common stock.

The Company’s repurchases could be made from time to time on the open market at prevailing market prices, in privately negotiated

transactions, in block trades and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations promulgated under the Exchange Act.

on December 14, 2021, the Company’s Board of Directors approved an increase of the authorization by $ 100,000 , and on March 14, 2022, the Company’s Board of Directors approved an increase of the authorization by $ 50,000 , for a total authorization of up to $ 650,000 of the Company’s common stock.

The Company’s repurchases could be made from time to time on the open market at prevailing market prices, in privately negotiated transactions, in block trades and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations promulgated under the Exchange Act.

Repurchases could be effected pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act.

During the third quarter of 2022, the Company's repurchases reached the total authorized limit of $ 650,000 .

Repurchases Pursuant to Authorized Repurchase Program Announced in February 2024

On February 22, 2024, the Company announced that its Board of Directors had approved a stock repurchase program to acquire up to $ 100,000 of the Company’s common stock.

On March 5, 2024, the Company entered into a stock purchase agreement with each of ILM Investments Limited Partnership, Torreal Sociedad de Capital Riesgo S.A., Pedro del Corro García-Lomas, a member of Laureate’s Board of Directors, Ana Gómez Cuesta and José Diaz-Rato Revuelta (together, the Torreal Sellers), pursuant to which the Company purchased an aggregate of 2,607 shares of its common stock from the Torreal Sellers at a purchase price of $ 12.62 per share for an aggregate purchase price of $ 32,894 .

On May 6, 2024, the Company entered into a stock purchase agreement with each of Snow Phipps Group, LLC, Snow Phipps Group, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., Snow Phipps Group (RPV), L.P.

and SPG Co-Investment, L.P.

(together, the Snow Phipps Sellers), pursuant to which the Company purchased an aggregate of 2,115

shares of its common stock from the Snow Phipps Sellers at a purchase price of $ 14.64 per share for an aggregate purchase price of $ 30,958 .

During the second and third quarters of 2024, the Company repurchased 546 shares and 1,895 shares, respectively, of its common stock on the open market at prevailing market prices pursuant to a Rule 10b5-1 stock repurchase plan, in accordance with applicable rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), for total open market repurchases of approximately $ 36,148 that reached the total authorized limit of $ 100,000 .

Repurchases Pursuant to Authorized Repurchase Program Announced in September 2024

On September 13, 2024, the Company announced that its Board of Directors had approved a new stock repurchase program to acquire up to $ 100,000 of the Company’s common stock.

The Company intends to finance the repurchases with free cash flow, excess cash and liquidity on-hand, including available capacity under its Revolving Credit Facility.

The Company’s proposed repurchases may be made from time to time on the open market at prevailing market prices, in privately negotiated transactions, in block trades and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations promulgated under the Exchange Act.

Repurchases may be effected pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act.

The Company’s Board of Directors will review the share repurchase program periodically and may authorize adjustment of its terms and size or suspend or discontinue the program.

During the fourth quarter of 2024, the Company repurchased 113 shares of its common stock on the open market at prevailing market prices pursuant to a Rule 10b5-1 stock repurchase plan, in accordance with applicable rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), for total open market repurchases of approximately $ 2,024 .

Repurchases Made In Connection with Secondary Offering

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In connection with the October 2022 Distribution, the Board of Directors approved certain required adjustments under the Company’s equity award compensation plans.

The exercise prices of the Company’s stock options were reduced by $ 0.83 per share, and holders of restricted and performance stock units will receive an amount in cash equal to $ 0.83 per unvested stock unit, payable when such unit vests.

The exercise prices of the Company’s stock options were reduced by $ 0.83 per

share, and holders of restricted and performance stock units will receive an amount in cash equal to $ 0.83 per unvested stock unit, payable when such unit vests.

2022 Special Cash Dividend

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The exercise price of the Company’s options was reduced by $ 0.68 per share, and holders of restricted and performance stock units will receive an amount in cash equal to $ 0.68 per unvested stock unit held payable when such unit vests.

2021 Special Cash Distributions

On September 15, 2021, the Board of Directors of the Company approved a plan of partial liquidation (the Partial Liquidation Plan) in connection with the sale of Walden e-Learning LLC.

Pursuant to the Partial Liquidation Plan, the gross proceeds from the sale of the Walden Group, less expenses related to the sale, were distributed to the Company’s stockholders before the end of calendar year 2022.

On September 15, 2021, after the adoption of the Partial Liquidation Plan, the Board approved the payment of a special cash distribution (the Distribution) pursuant to the Partial Liquidation Plan equal to $ 7.01 per each share of the Company’s common stock, par value $ 0.004 per share, to each holder of record on October 6, 2021.

The Distribution was paid on October 29, 2021, based on the number of shares outstanding on October 6, 2021.

The aggregate amount of the Distribution was approximately $ 1,270,000 .

Gross proceeds from the sale included $ 74,000 that was initially held in escrow until it was released in 2022, as well as approximately $ 83,600 of restricted cash related to collateralized regulatory obligations associated with activities of the divested business.

The restricted cash was released during the fourth quarter of 2021.

Accordingly, on December 3, 2021, the Company announced that its Board of Directors approved, pursuant to the previously announced Partial Liquidation Plan, the payment of a special cash distribution (the Second Distribution) equal to $ 0.58 per each share of the Company's common stock, par value $ 0.004 per share, to each holder of record on December 14, 2021.

The Second Distribution was paid on December 28, 2021 and totaled approximately $ 105,000 , based on the number of shares outstanding on December 14, 2021.

The amount of the Second Distribution included the restricted cash that had been released, in addition to other net proceeds from the sale of Walden e-Learning LLC that had not yet been distributed to the Company’s stockholders.

In connection with the Distribution, the Board of Directors approved certain required adjustments under the Company’s equity award compensation plans.

These required equitable adjustments were effective on November 1, 2021 and were recorded in the consolidated financial statements during the fourth quarter of 2021.

The exercise prices of the Company’s options were reduced by $ 7.01 per share, and holders of restricted and performance stock units will receive an amount in cash equal to $ 7.01 per unvested stock unit, payable when such unit vests.

In connection with the Second Distribution, the Board of Directors also approved the required adjustments under the Company’s equity award compensation plans.

These required equitable adjustments also were effective during the fourth quarter of 2021 and were recorded in the consolidated financial statements.

The exercise prices of the Company’s options were reduced by $ 0.58 per share, and holders of restricted and performance stock units will receive an amount in cash equal to $ 0.58 per unvested stock unit, payable when such unit vests.

As of December 31, 2021, the Company had recorded a payable of $ 6,932 related to the equitable adjustments for the equity award compensation plans.

Dividend Payable

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During the years ended December 31, 2024, 2023 and 2022, the Company paid approximately $ 1,717 , $ 2,318 and $ 4,600 , respectively, of dividends related to equivalent rights for share-based awards that vested.

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.

Historically, Laureate’s senior long-term debt arrangements were primarily in USD.

Our ability to make debt payments was subject to fluctuations in the value of the USD against foreign currencies, since a majority of our operating cash used to make these payments was 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 entered 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 and are deferred from earnings until the sale or liquidation of the hedged investee.

Laureate did not hold any derivatives as of December 31, 2023 and December 31, 2022.

Derivatives Not Designated as Hedging Instruments

BRL to USD Foreign Currency Swaps

In November 2020, in connection with the signing of the sale agreement for its Brazilian operations, Laureate entered into six BRL-to-USD swap agreements.

The purpose of these swaps was to mitigate the risk of foreign currency exposure on the expected proceeds from the sale.

Two of the swaps were deal contingent, with the settlement date occurring on the second business day following the completion of the sale.

On the settlement date, Laureate would deliver the combined notional amount of BRL 1,900,000 (BRL 950,000 for each swap) and receive an amount in USD equal to each swap's notional amount multiplied by each swap's contract rate of exchange at the settlement date.

The remaining four swaps were originally put/call options with a maturity date of May 13, 2021, where Laureate could put the combined notional amount of BRL 1,875,000 and call a combined USD amount of $ 343,783 at an exchange rate of 5.4540 BRL per 1 USD.

The terms of these options included deferred premium payments from Laureate to the counterparties of $ 18,294 , which were paid in full in January 2021.

During the second quarter of 2021, all four of these swaps were converted to be deal contingent, with the settlement date occurring on the second business day following the aforementioned sale.

This conversion resulted in cash proceeds to Laureate of $ 1,663 .

On the settlement date, Laureate would deliver the combined notional amount of BRL 1,875,000 and receive an amount in USD equal to each swap’s notional amount multiplied by each swap’s contract rate of exchange at the settlement date.

As discussed in Note 5, Dispositions, the sale of Laureate’s Brazilian operations closed on May 28, 2021.

Per the terms of the agreements, the swaps were settled on June 2, 2021, which resulted in a realized loss and net settlement amount paid to the counterparties at closing of $ 33,710 .

These swaps were not designated as hedges for accounting purposes.

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, 2023 2022 2021

Cross currency and interest rate swaps

Unrealized gain (loss) $ — $ — $ 25,824

Realized loss — — ( 50,341 )

Loss on derivatives, net $ — $ — $ ( 24,517 )

Credit Risk and Credit-Risk-Related Contingent Features

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.

Laureate limits 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.

As of December 31, 2023 and December 31, 2022, we did not hold any derivatives in a net gain position, and thus had no credit risk.

Laureate's agreements with its derivative counterparties typically contain a provision under which the Company 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, 2023 and December 31, 2022, the Company did not have any outstanding derivative agreements.

Significant components of the Income tax (expense) benefit on earnings from continuing operations were as follows:

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Foreign 38,524 55,856 ( 3,794 )

State — 41 ( 25,576 )

Total deferred 38,524 55,856 910

Total income tax expense $ ( 118,979 ) $ ( 137,603 ) $ ( 185,391 )

For the years ended December 31, 2023, 2022 and 2021, foreign income (loss) from continuing operations before income taxes was $ 310,589 , $ 319,515 , and $ 80,864 , respectively.

For the years ended December 31, 2024, 2023 and 2022, foreign income from continuing operations before income taxes was $ 478,331 , $ 310,589 , and $ 319,515 , respectively.

For the years ended December 31, 2024, 2023 and 2022, domestic loss from continuing operations before income taxes was $( 63,847 ), $( 56,128 ), and $( 73,665 ), respectively.

Significant components of deferred tax assets and liabilities arising from continuing operations were as follows:

Significant components of deferred tax assets and liabilities were as follows:

December 31, 2024 2023

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Valuation allowance for deferred tax assets ( 102,837 ) ( 270,982 )

Net deferred tax assets (liabilities) $ 14,936 $ ( 37,824 )

Net deferred tax assets $ 48,390 $ 14,936

Laureate does not provide deferred taxes on the portion of its unremitted earnings attributable to international companies that have been considered to be reinvested indefinitely.

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If the Company were to remove its assertion and distribute the remaining unremitted earnings, we would record approximately $ 18,700 in additional deferred tax liabilities.

The amount of additional deferred tax liabilities recognized could increase if our expectations change bas ed on future developments.

The Company has recorded a deferred tax asset of $ 4,696 for US federal, $ 2,695 for US state net operating loss carryforwards that do not expire, and $ 26,557 for US state net operating loss carryforwards that will expire by 2040.

The Company has a deferred tax asset of $ 6,274 for foreign net operating loss carryforwards that expire from 2024 to 2033 and $ 133,342 for foreign net operating loss carryforwards that do not expire.

The Company also has $ 167,615 of tax credit carryforwards that do not expire and $ 50,473 of interest carryforwards that do not expire.

The decrease in the deferred tax liability for Investment in subsidiaries is related to actions taken by the Company during the fourth quarter of 2023 to distribute certain intercompany loans that resulted in the reclassification of a portion of that deferred tax liability to current income taxes payable as of December 31, 2023.

The amount of additional deferred tax liabilities recognized could increase if our expectations change based on future developments.

As of December 31, 2024, on tax-effected basis, the Company has $ 12,469 of U.S.

federal net operating loss carryforwards, $ 3,548 of US state net operating loss carryforwards that do not expire and $ 20,973 of US state net operating loss carryforwards that will expire by 2040.

In addition, on a tax-effected basis, the Company has $ 4,652 of foreign net operating loss carryforwards that expire from 2025 to 2034 and $ 4,812 of foreign net operating loss carryforwards that do not expire as well as $ 3,863 of tax credit carryforwards that do not expire and $ 42,448 of interest carryforwards that do not expire.

Most of the deferred tax liability for Investment in subsidiaries was released in 2024 as it was no longer required following the completion of an entity restructuring that received regulatory approval.

This resulted in a net deferred tax benefit of approximately $ 37,900 during the year ended December 31, 2024.

The Company assesses the realizability of deferred tax assets by examining all available evidence, both positive and negative.

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Balance at beginning of period $ 270,982 $ 291,722 $ 283,945

Additions (deductions) from tax expense from continuing operations ( 20,740 ) 7,972 9,115

(Deductions) additions from tax expense from continuing operations ( 166,396 ) ( 22,815 ) 7,972

Charges to other accounts

Additions — — —

Deductions — ( 195 ) ( 46,028 )

Currency translation adjustments ( 1,749 ) 2,075 ( 195 )

Balance at end of period $ 102,837 $ 270,982 $ 291,722

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For the years ended December 31, 2024 2023 2022

Tax (expense) benefit at the United States statutory rate $ ( 53,437 ) $ ( 51,628 ) $ 28,877

Internal restructuring transaction ( 30,551 ) — —

Tax expense at the United States statutory rate $ ( 87,042 ) $ ( 53,437 ) $ ( 51,628 )

Internal restructuring transactions ( 138,516 ) ( 30,551 ) —

Permanent differences ( 9,690 ) 1,004 ( 38,228 )

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Tax credits 8,346 — 9,211

Global intangible low taxed income — — ( 30,616 )

Netherlands intellectual property restructuring — — ( 53,643 )

State income tax benefit (expense), net of federal tax effect — 669 ( 36,782 )

State income tax benefit, net of federal tax effect — — 669

Other — — ( 169 )

Total income tax expense $ ( 118,979 ) $ ( 137,603 ) $ ( 185,391 )

The internal restructuring transaction in the 2023 rate reconciliation represents the write off of deferred tax assets as a result of the reorganization of a subsidiary.

These deferred tax assets carried a full valuation allowance and the corresponding reduction in the valuation allowance is included in the change in valuation allowance line item in the table above.

allowance, as well as approximately $ 3,800 of tax benefit related to the inflationary adjustment for monetary assets, partially offset by approximately $ 6,700 of non-deductible expenses.

Internal restructuring transactions in the rate reconciliation includes the write off of approximately $ 176,400 and $ 30,600 of deferred tax assets as a result of subsidiary reorganizations that occurred during the years ended December 31, 2024 and 2023, respectively.

These deferred tax assets carried a full valuation allowance and the corresponding reductions in the valuation allowance are included in the change in valuation allowance line item for 2024 and 2023 in the table above.

In 2024, the internal restructuring transactions line item also includes the release of a deferred tax liability that was no longer required following the completion of an entity restructuring that received regulatory approval.

This resulted in a net deferred tax benefit of approximately $ 37,900 during the year ended December 31, 2024.

Included within permanent differences in the 2023 rate reconciliation was approximately $ 5,400 of tax benefit for a change in estimate related to unrealized foreign currency exchange that is fully offset by a corresponding change in the valuation allowance, as well as approximately $ 3,800 of tax benefit related to the inflationary adjustment for monetary assets, partially offset by approximately $ 6,700 of non-deductible expenses.

Included within permanent differences in the 2022 rate reconciliation was approximately $ 7,700 of tax expense from stock option shortfalls, $ 13,700 of non-deductible scholarship expenses, and $ 4,200 of taxable income related to intercompany dividends, as well as $ 11,200 of expense for a change in estimate related to unrealized foreign currency exchange that is fully offset by a corresponding increase in the valuation allowance.

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Laureate records interest and penalties related to uncertain tax positions as a component of Income tax expense.

During the years ended December 31, 2023, 2022 and 2021, Laureate recognized net interest and penalties related to income taxes of $ 10,155 , $ 6,828 , and $( 6,479 ), respectively.

During the years ended December 31, 2024, 2023 and 2022, net interest and penalties related to income taxes (decreased)/increased by $( 739 ), $ 10,155 , and $ 6,828 , respectively.

Laureate had $ 31,695 and $ 32,434 of accrued interest and penalties at December 31, 2024 and 2023, respectively.

During the year ended December 31, 2022, the Company recognized approximately $ 32,500 of income tax reserves related to the application of the high-tax exception to global intangible low-taxed income.

Approximately $ 114,142 of unrecognized tax benefits, if recognized, will affect the effective income tax rate.

It is reasonably possible that Laureate’s unrecognized tax benefits may decrease within the next 12 months by up to approximately $ 5,568 as a result of the lapse of statutes of limitations and as a result of the final settlement and resolution of outstanding tax matters in various jurisdictions.

It is reasonably possible that Laureate’s unrecognized tax benefits may decrease within the next 12 months by up to approximately $ 59,600 as a result of the resolution of outstanding tax matters in various jurisdictions.

Laureate and various subsidiaries file income tax returns in the United States federal jurisdiction, and in various states and foreign jurisdictions.

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Earnings (Loss) Per Share

Effective October 29, 2021, each share of the Company's Class A common stock and each share of the Company's Class B common stock automatically converted into one share of common stock of the Company.

Following the conversion, the Company has only one class of common stock outstanding.

Prior to that, our common stock had a dual class structure, consisting of Class A common stock and Class B common stock.

Other than voting rights, the Class B common stock had the same rights as the Class A common stock and therefore both were treated as the same class of stock for purposes of the earnings per share calculation.

Laureate computes basic earnings per share (EPS) by dividing income available to common shareholders by the weighted average number of common shares outstanding for the reporting period.

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For the years ended December 31, 2024 2023 2022

Numerator used in basic and diluted earnings (loss) per common share for continuing operations:

Income (loss) from continuing operations $ 117,029 $ 60,718 $ ( 283,080 )

Net loss (income) attributable to noncontrolling interests 323 595 ( 11,839 )

Income (loss) from continuing operations attributable to Laureate Education, Inc.

117,352 61,313 ( 294,919 )

Accretion of redemption value of redeemable noncontrolling interests and equity — — ( 88 )

Net income (loss) from continuing operations available to common stockholders for basic and diluted earnings per share $ 117,352 $ 61,313 $ ( 295,007 )

Numerator used in basic and diluted earnings per common share for continuing operations:

Income from continuing operations $ 295,742 $ 117,029 $ 60,718

Net loss attributable to noncontrolling interests 78 323 595

Net income from continuing operations available to common stockholders for basic and diluted earnings per share $ 295,820 $ 117,352 $ 61,313

Numerator used in basic and diluted earnings (loss) per common share for discontinued operations:

(Loss) income from discontinued operations, net of tax $ ( 9,762 ) $ 8,260 $ 486,865

Loss attributable to noncontrolling interests — — 500

Net (loss) income from discontinued operations for basic and diluted earnings per share $ ( 9,762 ) $ 8,260 $ 487,365

Net income (loss) from discontinued operations for basic and diluted earnings per share $ 654 $ ( 9,762 ) $ 8,260

Denominator used in basic and diluted earnings (loss) per common share:

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Basic earnings per share:

Income (loss) from continuing operations $ 0.75 $ 0.37 $ ( 1.56 )

(Loss) income from discontinued operations ( 0.06 ) 0.05 2.57

Income from continuing operations $ 1.93 $ 0.75 $ 0.37

Income (loss) from discontinued operations — ( 0.06 ) 0.05

Basic earnings per share $ 1.93 $ 0.69 $ 0.42

Diluted earnings per share:

Income (loss) from continuing operations $ 0.74 $ 0.36 $ ( 1.56 )

(Loss) income from discontinued operations ( 0.06 ) 0.05 2.57

Income from continuing operations $ 1.92 $ 0.74 $ 0.36

Income (loss) from discontinued operations — ( 0.06 ) 0.05

Diluted earnings per share $ 1.92 $ 0.68 $ 0.41

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Related Party Transactions

Approval of Payment to Wengen Alberta, Limited Partnership (Wengen)

In December 2023, the Audit and Risk Committee of the Company's Board of Directors approved a payment of $ 850 to Wengen, a greater than 10% stockholder, in order to resolve a matter related to a previously terminated shared-services agreement between the Company and one of Wengen's wholly owned subsidiaries.

Stock Repurchases

As discussed in Note 11, Share-based Compensation and Equity, on March 5, 2024, the Company entered into a stock purchase agreement with the Torreal Sellers pursuant to which the Company purchased an aggregate of 2,607 shares of its common stock from the Torreal Sellers at a purchase price of $ 12.62 per share for an aggregate purchase price of $ 32,894 .

Additionally, on May 6, 2024, the Company entered into a stock purchase agreement with the Snow Phipps Sellers pursuant to which the Company purchased an aggregate of 2,115 shares of its common stock from the Snow Phipps Sellers at a purchase price of $ 14.64 per share for an aggregate purchase price of $ 30,958 .

These repurchases, which were approved as related party transactions by the Audit and Risk Committee of the Company’s Board of Directors, were pursuant to the Company’s $ 100,000 share repurchase program that was announced on February 22, 2024 and was completed in September 2024 .

Payment to Wengen Alberta, Limited Partnership (Wengen)

In December 2023, the Audit and Risk Committee of the Company's Board of Directors approved a payment of $ 850 to Wengen, a 10 % stockholder, in order to resolve a matter related to a previously terminated shared-services agreement between the Company and one of Wengen's wholly owned subsidiaries.

In January 2024, the Company and Wengen signed a settlement and release agreement related to this matter and the amount was paid.

Payment of Peruvian Capital Gains Tax

As discussed further in Note 17, Legal and Regulatory Matters, holders who sell, exchange or otherwise dispose of Company shares may be subject to a Peruvian nonresident capital gains tax (the Peruvian Tax).

During the fourth quarter of 2021, certain investors in Wengen elected to have their interests in Wengen redeemed in exchange for delivery by Wengen to such investors of the number of shares of Company common stock corresponding to the Wengen interests so redeemed.

As a result of this transfer, Wengen paid Peruvian Tax of approximately PEN 95,062 (approximately $ 23,800 at the date of payment).

For administrative convenience, Wengen advanced to Laureate the amount needed to pay the Peruvian Tax and Laureate paid the Peruvian Tax on Wengen's behalf.

Benefit Plans

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The SERA is administered through a Rabbi Trust, and its assets are subject to the claims of creditors.

At the inception of the plan, Laureate purchased annuities which provided funds for the SERA obligations until the former executive's death, at which point proceeds from corporate-owned life insurance policies were received and will be used to fund the future SERA obligations.

As of December 31, 2024 and 2023, the total SERA assets were $ 5,875 and $ 7,039 , respectively, which were recorded on our Consolidated Balance Sheets in Restricted cash.

As of December 31, 2024 and 2023, the total SERA liabilities recorded in our Consolidated Balance Sheets were $ 9,769 and $ 11,011 , respectively, of which $ 1,500 each year was recorded in Accrued compensation and benefits, and $ 8,269 and $ 9,511 , respectively, was recorded in Deferred compensation.

Mexico Profit-Sharing

Mexico and Peru Profit Sharing

The Fiscal Reform that was enacted in Mexico in December 2013 subjects Laureate's Mexico entities to corporate income tax and also requires them to comply with profit-sharing legislation, whereby 10% of the taxable income of Laureate's Mexican entities will be set aside as employee compensation.

Laureate's entities in Peru with more than 20 employees are required to distribute 5% of their taxable income among their employees, provided they generate taxable income during the fiscal year.

Legal and Regulatory Matters

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In management’s opinion, we have adequate legal defenses, insurance coverage, and/or accrued liabilities with respect to the eventuality of these actions.

Management believes that any settlement would not have a material impact on Laureate's financial position, results of operations, or cash

Management believes that any settlement would not have a material impact on Laureate's financial position, results of operations, or cash flows.

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.

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In determining the amount of such gain subject to such tax, the gain is first multiplied by the percentage of the Company’s value that is represented by its Peruvian business determined under certain Peruvian valuation rules (the “Peru Ratio”).

This tax applies if the value of stock determined under certain Peruvian valuation rules (calculated in PEN) transferred multiplied by the Peru Ratio exceeds approximately $53,000 applying the PEN/USD exchange rate of December 31, 2023 (the “Threshold”).

This tax applies if the value of stock determined under certain Peruvian valuation rules (calculated in PEN) transferred multiplied by the Peru Ratio exceeds approximately $57,000 applying the PEN/USD exchange rate at

December 31, 2024 (the “Threshold”).

The Threshold is calculated in PEN and changes with currency exchange rates.

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Laureate periodically reviews its investment and cash repatriation strategies in order to meet our liquidity requirements in the United States.

Laureate recognized currency exchange adjustments attributable to intercompany loans that are not designated as indefinitely invested of $( 64,303 ), $( 27,198 ) and $ 27,292 as part of Foreign currency exchange (loss) gain, net, in the Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021, respectively.

Laureate recognized currency exchange adjustments attributable to intercompany loans that are not designated as indefinitely invested of $ 46,568 , $( 64,303 ) and $( 27,198 ) as part of Foreign currency exchange gain (loss), net, in the Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022, respectively.

Write Off of Accounts and Notes Receivable

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Supplemental Cash Flow Information

Cash interest payments, prior to interest income, for continuing operations and Discontinued Operations were $ 20,264 , $ 16,752 and $ 63,153 for the years ended December 31, 2023, 2022 and 2021, respectively.

Cash interest payments prior to interest income were $ 16,595 , $ 20,264 and $ 16,752 for the years ended December 31, 2024, 2023 and 2022, respectively.

Net cash payments for income taxes were $ 194,811 , $ 171,284 and $ 153,761 for the years ended December 31, 2024, 2023 and 2022, respectively.

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Total Cash and cash equivalents and Restricted cash shown in the Consolidated Statements of Cash Flows $ 97,854 $ 96,897 $ 93,784

Subsequent Events

New Stock Repurchase Program

On February 15, 2024, Laureate’s Board of Directors approved a new stock repurchase program to acquire up to $ 100,000 of the Company’s common stock.

The Company intends to finance the repurchases with free cash flow, excess cash and liquidity on-hand, including available capacity under its Revolving Credit Facility.

Repurchases may be effected pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act.

The Company’s board will review the share repurchase program periodically and may authorize adjustment of its terms and size or suspend or discontinue the program.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data