GHC 10-Q

Graham Holdings Co (GHC)

10-Q 2023-11-01 For: 2023-09-30

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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 (Loss) Income	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, Vehicle Floor Plan Payable, Accounts Payable and Accrued Liabilities	11
	Inventories and Contracts in Progress	12

	Goodwill and Other Intangible Assets	12
	Debt	14
	Fair Value Measurements	16

	Revenue From Contracts With Customers	17
	(Loss) Earnings Per Share	19
	Pension and Postretirement Plans	20
	Other Non-Operating Income	21
	Accumulated Other Comprehensive Income (Loss)	22
	Contingencies	23
	Business Segments	25

Item 2.	Management’s Discussion and Analysis of Results of Operations and Financial Condition	28

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	40

Item 4.	Controls and Procedures	40

PART II. OTHER INFORMATION



Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42

Item 6.	Exhibits	43

Signatures		44


	Three Months Ended September 30				Nine Months Ended September 30

(in thousands, except per share amounts)	2023		2022		2023		2022
Operating Revenues
Sales of services	$	633,535	$	588,166	$	1,845,617	$	1,708,848
Sales of goods	477,984		424,272		1,402,447		1,151,613
	1,111,519		1,012,438		3,248,064		2,860,461
Operating Costs and Expenses
Cost of services sold (exclusive of items shown below)	373,784		342,138		1,093,756		996,821
Cost of goods sold (exclusive of items shown below)	407,803		352,619		1,182,899		945,265
Selling, general and administrative	254,757		223,857		741,402		676,563
Depreciation of property, plant and equipment	22,207		19,657		63,335		58,545
Amortization of intangible assets	11,759		14,635		39,007		44,436
Impairment of goodwill and other long-lived assets	98,321		—		99,066		—
	1,168,631		952,906		3,219,465		2,721,630
(Loss) Income from Operations	(57,112)		59,532		28,599		138,831
Equity in (losses) earnings of affiliates, net	(791)		(1,111)		(2,245)		2,920
Interest income	1,986		803		4,738		2,214
Interest expense	(11,810)		(11,579)		(37,878)		(38,969)
Non-operating pension and postretirement benefit income, net	35,653		50,687		97,313		152,063
Gain (loss) on marketable equity securities, net	16,759		(54,250)		113,429		(172,878)
Other income, net	3,581		2,358		22,458		6,410
(Loss) Income Before Income Taxes	(11,734)		46,440		226,414		90,591
Provision for Income Taxes	9,400		12,600		70,400		26,800
Net (Loss) Income	(21,134)		33,840		156,014		63,791
Net Income Attributable to Noncontrolling Interests	(1,897)		(1,060)		(3,985)		(2,872)
Net (Loss) Income Attributable to Graham Holdings Company Common Stockholders	$	(23,031)	$	32,780	$	152,029	$	60,919

Per Share Information Attributable to Graham Holdings Company Common Stockholders
Basic net (loss) income per common share	$	(5.02)	$	6.78	$	32.23	$	12.51
Basic average number of common shares outstanding	4,602		4,808		4,686		4,841
Diluted net (loss) income per common share	$	(5.02)	$	6.76	$	32.14	$	12.48
Diluted average number of common shares outstanding	4,602		4,820		4,700		4,853


	Three Months Ended September 30				Nine Months Ended September 30
(in thousands)	2023		2022		2023		2022
Net (Loss) Income	$	(21,134)	$	33,840	$	156,014	$	63,791
Other Comprehensive Loss, Before Tax
Foreign currency translation adjustments:
Translation adjustments arising during the period	(19,474)		(44,260)		(8,096)		(86,926)


Pension and other postretirement plans:
Amortization of net prior service cost included in net income	410		716		1,230		2,148
Amortization of net actuarial gain included in net income	(10,473)		(18,083)		(31,673)		(53,939)

	(10,063)		(17,367)		(30,443)		(51,791)
Cash flow hedges (losses) gains	(3,824)		2,202		(3,566)		4,935
Other Comprehensive Loss, Before Tax	(33,361)		(59,425)		(42,105)		(133,782)
Income tax benefit related to items of other comprehensive loss	3,468		3,970		8,651		12,213
Other Comprehensive Loss, Net of Tax	(29,893)		(55,455)		(33,454)		(121,569)
Comprehensive (Loss) Income	(51,027)		(21,615)		122,560		(57,778)
Comprehensive income attributable to noncontrolling interests	(1,897)		(1,060)		(3,985)		(2,872)
Total Comprehensive (Loss) Income Attributable to Graham Holdings Company	$	(52,924)	$	(22,675)	$	118,575	$	(60,650)


	As of
(in thousands)	September 30, 2023		December 31, 2022
	(Unaudited)
Assets
Current Assets
Cash and cash equivalents	$	159,981	$	169,319
Restricted cash	40,657		20,467
Investments in marketable equity securities and other investments	672,346		622,408
Accounts receivable, net	541,670		560,779

Inventories and contracts in progress	279,211		226,811
Prepaid expenses	100,746		97,450
Income taxes receivable	1,592		9,313
Other current assets	1,893		1,547

Total Current Assets	1,798,096		1,708,094
Property, Plant and Equipment, Net	539,924		503,000
Lease Right-of-Use Assets	406,527		429,403
Investments in Affiliates	191,408		186,419
Goodwill, Net	1,499,707		1,560,953
Indefinite-Lived Intangible Assets	185,711		178,934
Amortized Intangible Assets, Net	122,847		161,422
Prepaid Pension Cost	1,703,216		1,658,046
Deferred Income Taxes	6,810		6,812
Deferred Charges and Other Assets (includes $0 and $646 of restricted cash)	234,943		189,132

Total Assets	$	6,689,189	$	6,582,215

Liabilities and Equity
Current Liabilities
Accounts payable, vehicle floor plan payable and accrued liabilities	$	629,725	$	563,005
Deferred revenue	414,525		381,416
Income taxes payable	12,572		3,766


Current portion of lease liabilities	65,591		70,007
Current portion of long-term debt	21,880		155,813
Dividends declared	7,555		—


Total Current Liabilities	1,151,848		1,174,007

Accrued Compensation and Related Benefits	133,057		134,921
Other Liabilities	35,971		37,506
Deferred Income Taxes	482,420		466,275
Mandatorily Redeemable Noncontrolling Interest	32,043		30,845
Lease Liabilities	372,021		393,626
Long-Term Debt	739,806		570,547

Total Liabilities	2,947,166		2,807,727
Commitments and Contingencies (Note 14)

Redeemable Noncontrolling Interests	27,882		21,827
Preferred Stock	—		—
Common Stockholders’ Equity
Common stock	20,000		20,000
Capital in excess of par value	387,039		390,438
Retained earnings	7,284,165		7,163,128
Accumulated other comprehensive income, net of taxes
Cumulative foreign currency translation adjustment	(62,734)		(54,638)

Unrealized gain on pensions and other postretirement plans	365,979		388,591
Cash flow hedges	(548)		2,198
Cost of Class B common stock held in treasury	(4,305,400)		(4,178,334)
Total Common Stockholders’ Equity	3,688,501		3,731,383
Noncontrolling Interests	25,640		21,278
Total Equity	3,714,141		3,752,661
Total Liabilities and Equity	$	6,689,189	$	6,582,215


	Nine Months Ended September 30
(in thousands)	2023		2022
Cash Flows from Operating Activities
Net Income	$	156,014	$	63,791
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and goodwill and long-lived asset impairments	201,408		102,981
Amortization of lease right-of-use asset	50,181		51,344
Net pension benefit and special separation benefit expense	(73,852)		(136,411)
(Gain) loss on marketable equity securities and cost method investments, net	(116,533)		172,318
Gain on disposition of business, property, plant and equipment and investments, net	(11,785)		(2,177)
Credit loss expense	4,312		2,831
Stock-based compensation expense, net of forfeitures	5,026		4,552
Foreign exchange (gain) loss	(1,820)		1,973
Equity in losses (earnings) of affiliates, net of distributions	15,516		5,167
Provision for deferred income taxes	25,696		9,189
Accretion expense and change in fair value of contingent consideration liabilities	(4,301)		(3,898)
Change in operating assets and liabilities:
Accounts receivable	15,629		58,940
Inventories	(47,164)		(47,486)
Accounts payable and accrued liabilities	(6,878)		(33,994)
Deferred revenue	44,822		36,676
Income taxes receivable/payable	16,367		(7,495)
Lease liabilities	(53,924)		(59,612)
Other assets and other liabilities, net	(13,638)		(19,698)
Other	(2,550)		4,674
Net Cash Provided by Operating Activities	202,526		203,665
Cash Flows from Investing Activities
Investments in certain businesses, net of cash acquired	(77,004)		(130,177)
Proceeds from sales of marketable equity securities	61,979		74,233
Purchases of property, plant and equipment	(61,156)		(57,097)
Loan to related party	(30,000)		—
Investments in equity affiliates, cost method and other investments	(12,839)		(30,075)
Purchases of marketable equity securities	(6,162)		(35,070)
Net proceeds from disposition of property, plant and equipment, and investments	3,712		5,580




Other	2,039		961
Net Cash Used in Investing Activities	(119,431)		(171,645)
Cash Flows from Financing Activities
Issuance of borrowings	293,387		77,299
Net payments under revolving credit facilities	(140,000)		(11,000)
Common shares repurchased	(132,248)		(54,581)
Repayments of borrowings	(117,792)		(10,564)
Net proceeds from vehicle floor plan payable	52,623		11,688
Dividends paid	(23,534)		(23,122)
Proceeds from bank overdrafts	3,824		4,391
Deferred payments of acquisitions	(3,786)		(4,731)
Proceeds from exercise of stock options	1,306		1,531


Other	(3,485)		905
Net Cash Used in Financing Activities	(69,705)		(8,184)
Effect of Currency Exchange Rate Change	(3,184)		(11,824)
Net Increase in Cash and Cash Equivalents and Restricted Cash	10,206		12,012
Beginning Cash and Cash Equivalents and Restricted Cash	190,432		158,843
Ending Cash and Cash Equivalents and Restricted Cash	$	200,638	$	170,855


☒			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 interests											(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
Net loss for the period					(21,134)								(21,134)

Net income attributable to noncontrolling interest					(1,034)						1,034		—
Net income attributable to redeemable noncontrolling interests					(863)								(863)		863
Change in redemption value of redeemable noncontrolling interests											44		44		52
Noncontrolling interest capital contribution											3,000		3,000
Distributions to noncontrolling interests											(1,486)		(1,486)		(32)
Dividends on common stock					(7,458)								(7,458)
Repurchase of Class B common stock									(63,166)				(63,166)
Issuance of Class B common stock			(52)						932				880
Amortization of unearned stock compensation and stock option expense			1,692										1,692
Other comprehensive loss, net of income taxes							(29,893)						(29,893)

As of September 30, 2023	$	20,000	$	387,039	$	7,284,165	$	302,697	$	(4,305,400)	$	25,640	$	3,714,141	$	27,882


	Purchase Price Allocation
	Nine Months Ended		Year Ended
(in thousands)	September 30, 2023		December 31, 2022
Accounts receivable	$	68	$	3,172
Inventory	5,224		21,278
Property, plant and equipment	29,859		36,255
Lease right-of-use assets	—		4,773
Goodwill	44,968		53,946
Indefinite-lived intangible assets	6,300		41,800
Amortized intangible assets	235		1,200
Other assets	4		404
Deferred income taxes	—		2,535
Floor plan payables	(2,215)		(10,908)
Other liabilities	(935)		(3,798)

Current and noncurrent lease liabilities	(1,184)		(5,865)
Redeemable noncontrolling interest	—		(2,164)
Noncontrolling interest	—		(512)
Aggregate purchase price, net of cash acquired	$	82,324	$	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		44,583		—		44,968
Impairments	—		—		(47,760)		—		—		(50,239)		(97,999)


Foreign currency exchange rate changes	(5,998)		—		—		—		—		—		(5,998)
Balance as of September 30, 2023
Goodwill	1,139,504		190,815		234,993		134,038		129,280		251,216		2,079,846
Accumulated impairment losses	(331,151)		—		(82,062)		—		—		(166,926)		(580,139)
	$	808,353	$	190,815	$	152,931	$	134,038	$	129,280	$	84,290	$	1,499,707


(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	(6,009)		—		11		(5,998)
Balance as of September 30, 2023
Goodwill	573,552		174,564		391,388		1,139,504
Accumulated impairment losses	—		(111,324)		(219,827)		(331,151)
	$	573,552	$	63,240	$	171,561	$	808,353


				As of

(in thousands)	Maturities	Stated Interest Rate	Effective Interest Rate	September 30, 2023		December 31, 2022
Unsecured notes (1)	2026	5.75%	5.75%	$	398,085	$	397,548
Revolving credit facility	2027	4.80% - 8.88%	6.19%	60,895		200,236
Term loan (2)	2027	7.17% - 7.25%	7.31%	149,303		—
Real estate term loan (3)	2028	7.07%	7.17%	75,165		—
Capital term loan (4)	2028	7.32%	7.42%	64,137		—
Truist Bank commercial note (5)	2031	6.10% - 7.10%	6.68%	—		23,522
Truist Bank commercial note	2032	6.38% - 7.38%	6.90%	—		66,513
Truist Bank commercial note (6)	2032	6.13% - 7.13%	6.72%	—		26,548
Pinnacle Bank term loan	2024	4.15%	4.18%	7,589		8,433

Other indebtedness	2024 - 2030	0.00% - 16.00%		6,512		3,560
Total Debt				761,686		726,360
Less: current portion				(21,880)		(155,813)
Total Long-Term Debt				$	739,806	$	570,547


	As of September 30, 2023
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Money market investments (1)	$	—	$	39,740	$	—	$	39,740
Marketable equity securities (2)	665,514		—		—		665,514
Other current investments (3)	6,799		33		—		6,832

Total Financial Assets	$	672,313	$	39,773	$	—	$	712,086
Liabilities

Contingent consideration liabilities (4)	$	—	$	—	$	3,080	$	3,080
Interest rate swaps (5)	—		733		—		733
Mandatorily redeemable noncontrolling interest (6)	—		—		32,043		32,043
Total Financial Liabilities	$	—	$	733	$	35,123	$	35,856


(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 Accounts payable, vehicle floor plan 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.
(5)			Included in Other Liabilities. The Company utilized a market approach model using the notional amount of the interest rate swaps multiplied by the observable inputs of time to maturity and market interest 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 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.
(8)			Included in Accounts payable, vehicle floor plan 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)		1,421
Capital contributions	—		84
Accretion of value included in net income (1)	856		—
Settlements or distributions	(1,262)		(307)

As of September 30, 2023	$	3,080	$	32,043


(Exact name of registrant as specified in its charter)


		As of September 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	$	281,838	$	231,161	$	50,677	$	297,766	$	230,429	$	67,337
Trade names and trademarks	2–15 years	142,812		86,534		56,278		148,102		81,078		67,024
Network affiliation agreements	10 years	17,400		12,603		4,797		17,400		10,367		7,033
Databases and technology	3–6 years	36,087		34,871		1,216		36,216		32,219		3,997
Noncompete agreements	2–5 years	20		18		2		1,000		995		5
Other	1–8 years	41,327		31,450		9,877		43,644		27,618		16,026
		$	519,484	$	396,637	$	122,847	$	544,128	$	382,706	$	161,422
Indefinite-Lived Intangible Assets
Franchise agreements		$	92,158					$	85,858
Trade names and trademarks		82,382						81,905
FCC licenses		11,000						11,000
Licensure and accreditation		150						150
Other		21						21
		$	185,711					$	178,934


(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	$	40,999	$	(53,601)	$	275	$	19,320


	Three Months Ended September 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	$	(19,474)	$	—	$	(19,474)	$	(44,260)	$	—	$	(44,260)
Pension and other postretirement plans:
Amortization of net prior service cost included in net income	410		(105)		305		716		(185)		531
Amortization of net actuarial gain included in net income	(10,473)		2,694		(7,779)		(18,083)		4,661		(13,422)



	(10,063)		2,589		(7,474)		(17,367)		4,476		(12,891)
Cash flow hedges:
(Losses) gains for the period	(3,824)		879		(2,945)		2,202		(506)		1,696
Other Comprehensive Loss	$	(33,361)	$	3,468	$	(29,893)	$	(59,425)	$	3,970	$	(55,455)


	Nine Months Ended September 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	$	(8,096)	$	—	$	(8,096)	$	(86,926)	$	—	$	(86,926)
Pension and other postretirement plans:
Amortization of net prior service cost included in net income	1,230		(316)		914		2,148		(554)		1,594
Amortization of net actuarial gain included in net income	(31,673)		8,147		(23,526)		(53,939)		13,902		(40,037)


	(30,443)		7,831		(22,612)		(51,791)		13,348		(38,443)
Cash flow hedges:
(Losses) gains for the period	(3,566)		820		(2,746)		4,935		(1,135)		3,800
Other Comprehensive Loss	$	(42,105)	$	8,651	$	(33,454)	$	(133,782)	$	12,213	$	(121,569)


(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 (loss) income before reclassifications	(8,096)		—		2,491		(5,605)
Net amount reclassified from accumulated other comprehensive income (loss)	—		(22,612)		(5,237)		(27,849)
Net other comprehensive loss	(8,096)		(22,612)		(2,746)		(33,454)
Balance as of September 30, 2023	$	(62,734)	$	365,979	$	(548)	$	302,697


	Three Months Ended September 30				Nine Months Ended September 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	$	410	$	716	$	1,230	$	2,148	(1)
Amortization of net actuarial gain	(10,473)		(18,083)		(31,673)		(53,939)		(1)

	(10,063)		(17,367)		(30,443)		(51,791)		Before tax
	2,589		4,476		7,831		13,348		Provision for Income Taxes
	(7,474)		(12,891)		(22,612)		(38,443)		Net of Tax

Cash Flow Hedges	(4,828)		123		(5,237)		458		Interest expense


Total reclassification for the period	$	(12,302)	$	(12,768)	$	(27,849)	$	(37,985)	Net of Tax


	Three Months Ended					Nine Months Ended
	September 30					September 30
(in thousands)	2023		2022		% Change	2023		2022		% Change
Revenue
Kaplan international	$	249,976	$	193,085	29	$	714,715	$	598,469	19
Higher education	81,925		82,314		0	250,557		233,990		7
Supplemental education	78,332		79,566		(2)	226,535		233,416		(3)
Kaplan corporate and other	3,101		2,616		19	8,360		7,414		13
Intersegment elimination	(1,497)		(2,517)		—	(8,062)		(7,200)		—
	$	411,837	$	355,064	16	$	1,192,105	$	1,066,089	12
Operating Income (Loss)
Kaplan international	$	22,220	$	8,503	—	$	64,272	$	48,130	34
Higher education	8,465		9,064		(7)	33,343		17,423		91
Supplemental education	9,729		9,471		3	16,992		17,671		(4)
Kaplan corporate and other	(7,412)		(4,616)		(61)	(20,074)		(13,438)		(49)
Amortization of intangible assets	(3,210)		(3,980)		19	(11,133)		(12,190)		9
Impairment of long-lived assets	—		—		—	(477)		—		—
Intersegment elimination	67		203		—	92		166		—
	$	29,859	$	18,645	60	$	83,015	$	57,762	44


(1)			Includes Society6 and Saatchi Art (formerly Leaf Marketplace) and Framebridge
(2)			Includes WGB, 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*
July 1 - 31	40,129	$	576.96	40,129	404,586
August 1 - 31	37,295	590.36		37,295	367,291
September 1 - 30	30,625	587.60		30,625	336,666
	108,049	$	584.60	108,049


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).

4.4			Third Supplemental Indenture, dated as of August 15, 2023, among Graham Digital Holding Company 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.

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 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023).

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: November 1, 2023						/s/ Timothy J. O’Shaughnessy
						Timothy J. O’Shaughnessy, President & Chief Executive Officer (Principal Executive Officer)

Date: November 1, 2023						/s/ Wallace R. Cooney
						Wallace R. Cooney, Chief Financial Officer (Principal Financial Officer)