GHC 10-Q

Graham Holdings Co (GHC)

10-Q 2023-08-02 For: 2023-06-30

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Added on April 10, 2026

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PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Statements of Operations	1

	Condensed Consolidated Statements of Comprehensive Income (Loss)	2

	Condensed Consolidated Balance Sheets	3

	Condensed Consolidated Statements of Cash Flows	4

	Condensed Consolidated Statements of Changes in Common Stockholders' Equity	5

	Notes to Condensed Consolidated Financial Statements	7

	Organization, Basis of Presentation and Recent Accounting Pronouncements	7
	Acquisitions and Dispositions of Businesses	7
	Investments	9
	Accounts Receivable, Accounts Payable and Accrued Liabilities	10
	Inventories, Contracts in Progress and Vehicle Floor Plan Payable	11

	Goodwill and Other Intangible Assets	11
	Debt	13
	Fair Value Measurements	14

	Revenue From Contracts With Customers	15
	Earnings (Loss) Per Share	17
	Pension and Postretirement Plans	18
	Other Non-Operating Income	19
	Accumulated Other Comprehensive Income (Loss)	20
	Contingencies	21
	Business Segments	23

Item 2.	Management’s Discussion and Analysis of Results of Operations and Financial Condition	26

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	36

Item 4.	Controls and Procedures	37

PART II. OTHER INFORMATION



Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38

Item 6.	Exhibits	39

Signatures		40


	Three Months Ended June 30				Six Months Ended June 30

(in thousands, except per share amounts)	2023		2022		2023		2022
Operating Revenues
Sales of services	$	625,219	$	563,113	$	1,212,082	$	1,120,682
Sales of goods	479,780		370,189		924,463		727,341
	1,104,999		933,302		2,136,545		1,848,023
Operating Costs and Expenses
Cost of services sold (exclusive of items shown below)	363,030		329,702		719,972		654,683
Cost of goods sold (exclusive of items shown below)	404,824		302,126		775,096		592,646
Selling, general and administrative	244,683		227,844		486,645		452,706
Depreciation of property, plant and equipment	21,103		19,413		41,128		38,888
Amortization of intangible assets	13,304		14,889		27,248		29,801
Impairment of long-lived assets	—		—		745		—
	1,046,944		893,974		2,050,834		1,768,724
Income from Operations	58,055		39,328		85,711		79,299
Equity in (losses) earnings of affiliates, net	(6,115)		1,427		(1,454)		4,031
Interest income	1,548		696		2,752		1,411
Interest expense	(11,774)		(15,973)		(26,068)		(27,390)
Non-operating pension and postretirement benefit income, net	29,815		50,871		61,660		101,376
Gain (loss) on marketable equity securities, net	78,648		(165,540)		96,670		(118,628)
Other income, net	15,794		1,176		18,877		4,052
Income (Loss) Before Income Taxes	165,971		(88,015)		238,148		44,151
Provision for (Benefit from) Income Taxes	41,800		(21,400)		61,000		14,200
Net Income (Loss)	124,171		(66,615)		177,148		29,951
Net Income Attributable to Noncontrolling Interests	(1,383)		(870)		(2,088)		(1,812)
Net Income (Loss) Attributable to Graham Holdings Company Common Stockholders	$	122,788	$	(67,485)	$	175,060	$	28,139

Per Share Information Attributable to Graham Holdings Company Common Stockholders
Basic net income (loss) per common share	$	25.96	$	(13.95)	$	36.78	$	5.76
Basic average number of common shares outstanding	4,700		4,842		4,729		4,857
Diluted net income (loss) per common share	$	25.89	$	(13.95)	$	36.67	$	5.74
Diluted average number of common shares outstanding	4,713		4,842		4,744		4,870


	Three Months Ended June 30				Six Months Ended June 30
(in thousands)	2023		2022		2023		2022
Net Income (Loss)	$	124,171	$	(66,615)	$	177,148	$	29,951
Other Comprehensive Loss, Before Tax
Foreign currency translation adjustments:
Translation adjustments arising during the period	2,384		(40,928)		11,378		(42,666)


Pension and other postretirement plans:
Amortization of net prior service cost included in net income	411		716		820		1,432
Amortization of net actuarial gain included in net income	(10,434)		(18,082)		(21,200)		(35,856)

	(10,023)		(17,366)		(20,380)		(34,424)
Cash flow hedges gain	1,188		1,091		258		2,733
Other Comprehensive Loss, Before Tax	(6,451)		(57,203)		(8,744)		(74,357)
Income tax benefit related to items of other comprehensive loss	2,305		4,224		5,183		8,243
Other Comprehensive Loss, Net of Tax	(4,146)		(52,979)		(3,561)		(66,114)
Comprehensive Income (Loss)	120,025		(119,594)		173,587		(36,163)
Comprehensive income attributable to noncontrolling interests	(1,383)		(870)		(2,088)		(1,812)
Total Comprehensive Income (Loss) Attributable to Graham Holdings Company	$	118,642	$	(120,464)	$	171,499	$	(37,975)


	As of
(in thousands)	June 30, 2023		December 31, 2022
	(Unaudited)
Assets
Current Assets
Cash and cash equivalents	$	111,738	$	169,319
Restricted cash	40,468		20,467
Investments in marketable equity securities and other investments	661,306		622,408
Accounts receivable, net	468,363		560,779

Inventories and contracts in progress	259,224		226,811
Prepaid expenses	119,100		97,450
Income taxes receivable	2,048		9,313
Other current assets	3,683		1,547

Total Current Assets	1,665,930		1,708,094
Property, Plant and Equipment, Net	511,182		503,000
Lease Right-of-Use Assets	420,357		429,403
Investments in Affiliates	198,261		186,419
Goodwill, Net	1,568,020		1,560,953
Indefinite-Lived Intangible Assets	181,026		178,934
Amortized Intangible Assets, Net	134,363		161,422
Prepaid Pension Cost	1,684,914		1,658,046
Deferred Income Taxes	6,850		6,812
Deferred Charges and Other Assets (includes $174 and $646 of restricted cash)	233,055		189,132

Total Assets	$	6,603,958	$	6,582,215

Liabilities and Equity
Current Liabilities
Accounts payable and accrued liabilities	$	559,153	$	563,005
Deferred revenue	319,549		381,416
Income taxes payable	10,305		3,766


Current portion of lease liabilities	70,431		70,007
Current portion of long-term debt	141,161		155,813
Dividends declared	7,788		—


Total Current Liabilities	1,108,387		1,174,007

Accrued Compensation and Related Benefits	137,588		134,921
Other Liabilities	32,974		37,506
Deferred Income Taxes	485,467		466,275
Mandatorily Redeemable Noncontrolling Interest	31,136		30,845
Lease Liabilities	383,318		393,626
Long-Term Debt	565,564		570,547

Total Liabilities	2,744,434		2,807,727
Commitments and Contingencies (Note 14)

Redeemable Noncontrolling Interests	26,999		21,827
Preferred Stock	—		—
Common Stockholders’ Equity
Common stock	20,000		20,000
Capital in excess of par value	385,399		390,438
Retained earnings	7,314,654		7,163,128
Accumulated other comprehensive income, net of taxes
Cumulative foreign currency translation adjustment	(43,260)		(54,638)

Unrealized gain on pensions and other postretirement plans	373,453		388,591
Cash flow hedges	2,397		2,198
Cost of Class B common stock held in treasury	(4,243,166)		(4,178,334)
Total Common Stockholders’ Equity	3,809,477		3,731,383
Noncontrolling Interests	23,048		21,278
Total Equity	3,832,525		3,752,661
Total Liabilities and Equity	$	6,603,958	$	6,582,215


	Six Months Ended June 30
(in thousands)	2023		2022
Cash Flows from Operating Activities
Net Income	$	177,148	$	29,951
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and long-lived asset impairments	69,121		68,689
Amortization of lease right-of-use asset	33,245		33,473
Net pension benefit and special separation benefit expense	(46,074)		(90,971)
(Gain) loss on marketable equity securities and cost method investments, net	(99,774)		118,628
Gain on disposition of business, property, plant and equipment and investments, net	(11,755)		(2,265)
Credit loss expense	1,909		2,218
Stock-based compensation expense	3,334		3,102
Foreign exchange (gain) loss	(100)		1,525
Equity in losses (earnings) of affiliates, net of distributions	8,386		2,036
Provision for deferred income taxes	26,224		5,795
Accretion expense and change in fair value of contingent consideration liabilities	(4,466)		(2,655)
Change in operating assets and liabilities:
Accounts receivable	93,496		126,006
Inventories	(32,276)		(36,360)
Accounts payable and accrued liabilities	(50,664)		(37,455)
Deferred revenue	(58,505)		(59,558)
Income taxes receivable/payable	13,908		(8,284)
Lease liabilities	(34,878)		(40,872)
Other assets and other liabilities, net	(26,009)		(15,834)
Other	(31)		2,239
Net Cash Provided by Operating Activities	62,239		99,408
Cash Flows from Investing Activities

Proceeds from sales of marketable equity securities	61,979		74,233
Purchases of property, plant and equipment	(40,909)		(32,154)
Loan to related party	(30,000)		—
Investments in equity affiliates, cost method and other investments	(11,982)		(27,950)
Purchases of marketable equity securities	(6,162)		(31,468)
Net proceeds from disposition of property, plant and equipment, and investments	3,234		2,324




Other	868		(2,901)
Net Cash Used in Investing Activities	(22,972)		(17,916)
Cash Flows from Financing Activities

Common shares repurchased	(69,082)		(34,303)
Net proceeds from vehicle floor plan payable	28,982		14,121
Net payments under revolving credit facilities	(15,000)		(47,000)
Dividends paid	(15,746)		(15,465)
Repayments of borrowings	(7,983)		(7,580)
Proceeds from bank overdrafts	3,656		6,073
Deferred payments of acquisitions	(1,361)		(4,731)



Other	(1,346)		(686)
Net Cash Used in Financing Activities	(77,880)		(89,571)
Effect of Currency Exchange Rate Change	561		(4,901)
Net Decrease in Cash and Cash Equivalents and Restricted Cash	(38,052)		(12,980)
Beginning Cash and Cash Equivalents and Restricted Cash	190,432		158,843
Ending Cash and Cash Equivalents and Restricted Cash	$	152,380	$	145,863


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


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


(in thousands)	Common Stock		Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Income		Treasury Stock		Noncontrolling Interest		Total Equity		Redeemable Noncontrolling Interest
As of December 31, 2022	$	20,000	$	390,438	$	7,163,128	$	336,151	$	(4,178,334)	$	21,278	$	3,752,661	$	21,827
Net income for the period					52,977								52,977
Net income attributable to noncontrolling interests					(650)						650		—

Net income attributable to redeemable noncontrolling interests					(55)								(55)		55
Change in redemption value of redeemable noncontrolling interests											64		64		70
Noncontrolling interest capital contribution											520		520
Distribution to redeemable noncontrolling interest													—		(70)
Dividends on common stock					(15,812)								(15,812)
Repurchase of Class B common stock									(23,439)				(23,439)
Issuance of Class B common stock			(4,067)						4,494				427
Amortization of unearned stock compensation and stock option expense			1,802										1,802
Other comprehensive income, net of income taxes							585						585


As of March 31, 2023	$	20,000	$	388,173	$	7,199,588	$	336,736	$	(4,197,279)	$	22,512	$	3,769,730	$	21,882
Net income for the period					124,171								124,171


Net income attributable to noncontrolling interests					(809)						809		—

Net income attributable to redeemable noncontrolling interests					(574)								(574)		574
Change in redemption value of redeemable noncontrolling interests			(4,550)								51		(4,499)		4,604
Distributions to noncontrolling interest											(324)		(324)		(61)
Dividends on common stock					(7,722)								(7,722)
Repurchase of Class B common stock									(45,643)				(45,643)
Forfeiture of restricted stock awards, net of Class B common stock issuances			61						(244)				(183)
Amortization of unearned stock compensation and stock option expense			1,715										1,715
Other comprehensive loss, net of income taxes							(4,146)						(4,146)
As of June 30, 2023	$	20,000	$	385,399	$	7,314,654	$	332,590	$	(4,243,166)	$	23,048	$	3,832,525	$	26,999


	Purchase Price Allocation
	Year Ended
(in thousands)	December 31, 2022
Accounts receivable	$	3,172
Inventory	21,278
Property, plant and equipment	36,255
Lease right-of-use assets	4,773
Goodwill	53,946
Indefinite-lived intangible assets	41,800
Amortized intangible assets	1,200
Other assets	404
Deferred income taxes	2,535
Floor plan payables	(10,908)
Other liabilities	(3,798)

Current and noncurrent lease liabilities	(5,865)
Redeemable noncontrolling interest	(2,164)
Noncontrolling interest	(512)
Aggregate purchase price, net of cash acquired	$	142,116


(in thousands)	Education		Television Broadcasting		Manufacturing		Healthcare		Automotive		Other Businesses		Total
Balance as of December 31, 2022
Goodwill	$	1,145,502	$	190,815	$	234,993	$	135,870	$	84,697	$	251,216	$	2,043,093
Accumulated impairment losses	(331,151)		—		(34,302)		—		—		(116,687)		(482,140)
	814,351		190,815		200,691		135,870		84,697		134,529		1,560,953

Measurement period adjustments	—		—		—		(2,217)		—		—		(2,217)
Acquisitions	—		—		—		385		—		—		385



Foreign currency exchange rate changes	8,899		—		—		—		—		—		8,899
Balance as of June 30, 2023
Goodwill	1,154,401		190,815		234,993		134,038		84,697		251,216		2,050,160
Accumulated impairment losses	(331,151)		—		(34,302)		—		—		(116,687)		(482,140)
	$	823,250	$	190,815	$	200,691	$	134,038	$	84,697	$	134,529	$	1,568,020


(in thousands)	Kaplan International		Higher Education		Supplemental Education		Total
Balance as of December 31, 2022
Goodwill	$	579,561	$	174,564	$	391,377	$	1,145,502
Accumulated impairment losses	—		(111,324)		(219,827)		(331,151)
	579,561		63,240		171,550		814,351






Foreign currency exchange rate changes	8,856		—		43		8,899
Balance as of June 30, 2023
Goodwill	588,417		174,564		391,420		1,154,401
Accumulated impairment losses	—		(111,324)		(219,827)		(331,151)
	$	588,417	$	63,240	$	171,593	$	823,250


				As of

(in thousands)	Maturities	Stated Interest Rate	Effective Interest Rate	June 30, 2023		December 31, 2022
Unsecured notes (1)	2026	5.75%	5.75%	$	397,904	$	397,548
Revolving credit facility	2027	4.80% - 8.63%	6.09%	188,136		200,236

Truist Bank commercial note (2)	2031	6.10% - 6.86%	6.58%	23,031		23,522
Truist Bank commercial note	2032	6.38% - 7.21%	6.81%	60,452		66,513
Truist Bank commercial note (3)	2032	6.13% - 6.96%	6.63%	25,873		26,548
Pinnacle Bank term loan	2024	4.15%	4.18%	7,871		8,433

Other indebtedness	2025 - 2030	0.00% - 16.00%		3,458		3,560
Total Debt				706,725		726,360
Less: current portion				(141,161)		(155,813)
Total Long-Term Debt				$	565,564	$	570,547


	As of June 30, 2023
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Money market investments (1)	$	—	$	6,001	$	—	$	6,001
Marketable equity securities (2)	648,756		—		—		648,756
Other current investments (3)	11,419		1,131		—		12,550
Interest rate swaps (4)	—		2,841		—		2,841
Total Financial Assets	$	660,175	$	9,973	$	—	$	670,148
Liabilities

Contingent consideration liabilities (5)	$	—	$	—	$	2,915	$	2,915

Mandatorily redeemable noncontrolling interest (6)	—		—		31,136		31,136
Total Financial Liabilities	$	—	$	—	$	34,051	$	34,051


(1)			The Company’s money market investments are included in cash and cash equivalents and the value considers the liquidity of the counterparty.
(2)			The Company’s investments in marketable equity securities are held in common shares of U.S. corporations that are actively traded on U.S. stock exchanges. Price quotes for these shares are readily available.
(3)			Includes U.S. Government Securities, corporate bonds, mutual funds and time deposits. These investments are valued using a market approach based on the quoted market prices of the security or inputs that include quoted market prices for similar instruments and are classified as either Level 1 or Level 2 in the fair value hierarchy.

(4)			Included in Deferred charges and other assets. The Company utilized a market approach model using the notional amount of the interest rate swap multiplied by the observable inputs of time to maturity and market interest rates.
(5)			Included in Accounts payable and accrued liabilities and Other Liabilities. The Company determined the fair value of the contingent consideration liabilities using either a Monte Carlo simulation, Black-Scholes model, or probability-weighted analysis depending on the type of target included in the contingent consideration requirements (revenue, EBITDA, client retention). All analyses included estimated financial projections for the acquired businesses and acquisition-specific discount rates.
(6)			The fair value of the mandatorily redeemable noncontrolling interest is based on the fair value of the underlying subsidiaries owned by GHC One and GHC Two, after taking into account any debt and other noncontrolling interests of its subsidiary investments. The fair value of the owned subsidiaries is determined using enterprise value analyses which include an equal weighing between guideline public company and discounted cash flow analyses.

(7)			Included in Accounts payable and accrued liabilities, and valued based on a valuation model that calculates the differential between the contract price and the market-based forward rate.


(in thousands)	Contingent consideration liabilities		Mandatorily redeemable noncontrolling interest
As of December 31, 2022	$	8,423	$	30,845
Acquisition of business	220		—
Changes in fair value (1)	(5,157)		289
Capital contributions	—		66
Accretion of value included in net income (1)	691		—
Settlements or distributions	(1,262)		(64)

As of June 30, 2023	$	2,915	$	31,136


(Exact name of registrant as specified in its charter)


		As of June 30, 2023						As of December 31, 2022
(in thousands)	Useful Life Range	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized Intangible Assets
Student and customer relationships	2–10 years	$	282,017	$	226,281	$	55,736	$	297,766	$	230,429	$	67,337
Trade names and trademarks	2–15 years	143,024		83,129		59,895		148,102		81,078		67,024
Network affiliation agreements	10 years	17,400		11,857		5,543		17,400		10,367		7,033
Databases and technology	3–6 years	36,287		34,545		1,742		36,216		32,219		3,997
Noncompete agreements	2–5 years	20		17		3		1,000		995		5
Other	1–8 years	41,144		29,700		11,444		43,644		27,618		16,026
		$	519,892	$	385,529	$	134,363	$	544,128	$	382,706	$	161,422
Indefinite-Lived Intangible Assets
Franchise agreements		$	85,858					$	85,858
Trade names and trademarks		83,997						81,905
FCC licenses		11,000						11,000
Licensure and accreditation		150						150
Other		21						21
		$	181,026					$	178,934


	Three Months Ended June 30				Six Months Ended June 30
(in thousands)	2023		2022		2023		2022
Service cost	$	7,573	$	4,993	$	16,816	$	11,024
Interest cost	11,559		7,611		23,093		15,281
Expected return on assets	(38,085)		(41,963)		(76,423)		(83,926)
Amortization of prior service cost	412		709		822		1,418
Recognized actuarial gain	(9,888)		(17,539)		(20,028)		(34,768)
Net Periodic Benefit	(28,429)		(46,189)		(55,720)		(90,971)


Special separation benefit expense	5,517		—		9,646		—
Total Benefit	$	(22,912)	$	(46,189)	$	(46,074)	$	(90,971)


(1)			Changes in fair value and accretion of value of contingent consideration liabilities are included in Selling, general and administrative expenses and the changes in fair value of mandatorily redeemable noncontrolling interest is included in Interest expense in the Company’s Condensed Consolidated Statements of Operations.


(in thousands)	Balance at Beginning of Period		Costs associated with new contracts		Less: Costs amortized during the period		Other		Balance at End of Period
2023	$	31,647	$	28,477	$	(39,583)	$	801	$	21,342


	Three Months Ended June 30
	2023						2022
	Before-Tax		Income		After-Tax		Before-Tax		Income		After-Tax
(in thousands)	Amount		Tax		Amount		Amount		Tax		Amount
Foreign currency translation adjustments:


Translation adjustments arising during the period	$	2,384	$	—	$	2,384	$	(40,928)	$	—	$	(40,928)
Pension and other postretirement plans:
Amortization of net prior service cost included in net income	411		(106)		305		716		(185)		531
Amortization of net actuarial gain included in net income	(10,434)		2,684		(7,750)		(18,082)		4,660		(13,422)



	(10,023)		2,578		(7,445)		(17,366)		4,475		(12,891)
Cash flow hedges:
Gains for the period	1,188		(273)		915		1,091		(251)		840
Other Comprehensive Loss	$	(6,451)	$	2,305	$	(4,146)	$	(57,203)	$	4,224	$	(52,979)


	Six Months Ended June 30
	2023						2022
	Before-Tax		Income		After-Tax		Before-Tax		Income		After-Tax
(in thousands)	Amount		Tax		Amount		Amount		Tax		Amount
Foreign currency translation adjustments:


Translation adjustments arising during the period	$	11,378	$	—	$	11,378	$	(42,666)	$	—	$	(42,666)
Pension and other postretirement plans:
Amortization of net prior service cost included in net income	820		(211)		609		1,432		(369)		1,063
Amortization of net actuarial gain included in net income	(21,200)		5,453		(15,747)		(35,856)		9,241		(26,615)


	(20,380)		5,242		(15,138)		(34,424)		8,872		(25,552)
Cash flow hedges:
Gains for the period	258		(59)		199		2,733		(629)		2,104
Other Comprehensive Loss	$	(8,744)	$	5,183	$	(3,561)	$	(74,357)	$	8,243	$	(66,114)


(in thousands, net of taxes)	Cumulative Foreign Currency Translation Adjustment		Unrealized Gain on Pensions and Other Postretirement Plans		Cash Flow Hedges		Accumulated Other Comprehensive Income
Balance as of December 31, 2022	$	(54,638)	$	388,591	$	2,198	$	336,151

Other comprehensive income before reclassifications	11,378		—		608		11,986
Net amount reclassified from accumulated other comprehensive income	—		(15,138)		(409)		(15,547)
Net other comprehensive income (loss)	11,378		(15,138)		199		(3,561)
Balance as of June 30, 2023	$	(43,260)	$	373,453	$	2,397	$	332,590


	Three Months Ended June 30				Six Months Ended June 30				Affected Line Item in the Condensed Consolidated Statements of Operations

(in thousands)	2023		2022		2023		2022



Pension and Other Postretirement Plans:
Amortization of net prior service cost	$	411	$	716	$	820	$	1,432	(1)
Amortization of net actuarial gain	(10,434)		(18,082)		(21,200)		(35,856)		(1)

	(10,023)		(17,366)		(20,380)		(34,424)		Before tax
	2,578		4,475		5,242		8,872		Provision for (Benefit from) Income Taxes
	(7,445)		(12,891)		(15,138)		(25,552)		Net of Tax

Cash Flow Hedges	(235)		151		(409)		335		Interest expense


Total reclassification for the period	$	(7,680)	$	(12,740)	$	(15,547)	$	(25,217)	Net of Tax


	As of
(in thousands)	June 30, 2023		December 31, 2022
Identifiable Assets
Education	$	1,925,946	$	1,987,042
Television broadcasting	420,915		431,084
Manufacturing	483,495		486,487
Healthcare	258,435		249,845
Automotive	461,630		427,221
Other businesses	424,718		475,583
Corporate office	96,888		70,567
	$	4,072,027	$	4,127,829
Investments in Marketable Equity Securities	648,756		609,921
Investments in Affiliates	198,261		186,419
Prepaid Pension Cost	1,684,914		1,658,046
Total Assets	$	6,603,958	$	6,582,215


	Three Months Ended					Six Months Ended
	June 30					June 30
(in thousands)	2023		2022		% Change	2023		2022		% Change
Revenue
Kaplan international	$	237,663	$	200,871	18	$	464,739	$	405,384	15
Higher education	90,291		74,427		21	168,632		151,676		11
Supplemental education	74,616		77,546		(4)	148,203		153,850		(4)
Kaplan corporate and other	2,887		2,445		18	5,259		4,798		10
Intersegment elimination	(3,230)		(2,276)		—	(6,565)		(4,683)		—
	$	402,227	$	353,013	14	$	780,268	$	711,025	10
Operating Income (Loss)
Kaplan international	$	20,751	$	19,063	9	$	42,052	$	39,627	6
Higher education	17,795		3,012		—	24,878		8,359		—
Supplemental education	3,512		4,829		(27)	7,263		8,200		(11)
Kaplan corporate and other	(7,824)		(4,079)		(92)	(12,662)		(8,822)		(44)
Amortization of intangible assets	(3,984)		(4,064)		2	(7,923)		(8,210)		3
Impairment of long-lived assets	—		—		—	(477)		—		—
Intersegment elimination	(134)		(56)		—	25		(37)		—
	$	30,116	$	18,705	61	$	53,156	$	39,117	36


(1)			Includes Society6 and Saatchi Art (formerly Leaf Marketplace) and Framebridge
(2)			Includes World of Good (formerly Leaf Media), Code3, Slate, Foreign Policy, Pinna and City Cast
(3)			Includes Clyde’s Restaurant Group, Decile and CyberVista


	Moody’s	Standard & Poor’s
Long-term	Ba1	BB
Outlook	Stable	Stable


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan*	Maximum Number of Shares that May Yet Be Purchased Under the Plan*
April 1 - 30	19,949	$	593.29	19,949	89,677
May 1 - 31	22,700	585.56		22,700	480,093
June 1 - 30	35,378	579.90		35,378	444,715
	78,027	$	584.97	78,027


Exhibit Number			Description

3.1			Restated Certificate of Incorporation of the Company dated November 13, 2003 (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2003).

3.2			Certificate of Amendment, effective November 29, 2013, to the Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s current Report on Form 8-K dated November 29, 2013).

3.3			By-Laws of the Company as amended and restated through November 29, 2013 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated November 29, 2013).

4.1			Senior Notes Indenture dated as of May 30, 2018, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated May 30, 2018).

4.2			First Supplemental Indenture, dated as of March 24, 2020, among Graham Healthcare Group, Inc., a Delaware corporation, a subsidiary of the Company, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020).

4.3			Second Supplemental Indenture, dated as of January 6, 2022, among Graham Automotive LLC, a Delaware limited liability company, a subsidiary of Graham Holdings Company, a Delaware corporation, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021).

10.1			First Amendment to Second Amended and Restated Five Year Credit Agreement, dated as of July 28, 2023, among the Company, Kaplan U.K. Limited, and the foreign borrowers from time to time party thereto, and certain of its domestic subsidiaries as guarantors, the several lenders from time to time party thereto, Wells Fargo Bank, National Association, as Administrative Agent and JPMorgan Chase Bank, N.A., as Syndication Agent.

31.1			Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.

31.2			Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.

32			Section 1350 Certification of the Chief Executive Officer and the Chief Financial Officer. *

101.INS			Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH			Inline XBRL Taxonomy Extension Schema Document

101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document

104			Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101


						GRAHAM HOLDINGS COMPANY
						(Registrant)

Date: August 2, 2023						/s/ Timothy J. O’Shaughnessy
						Timothy J. O’Shaughnessy, President & Chief Executive Officer (Principal Executive Officer)

Date: August 2, 2023						/s/ Wallace R. Cooney
						Wallace R. Cooney, Chief Financial Officer (Principal Financial Officer)