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false000010488900001048892026-07-302026-07-30

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 30, 2026
GRAHAM HOLDINGS COMPANY
(Exact name of registrant as specified in its charter) 
   
Delaware
001-06714
53-0182885
(State or other jurisdiction of
incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
   
1812 North Moore Street, Arlington, Virginia
22209
(Address of principal executive offices)(Zip Code)
(703) 345-6300
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Class B Common Stock, par value $1.00 per shareGHCNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 

Item 2.02          Results of Operations and Financial Condition.
On July 30, 2026, Graham Holdings Company issued a press release announcing the Company’s earnings for the second quarter ended June 30, 2026.  A copy of this press release is furnished with this report as an exhibit to this Form 8-K.
Item 9.01          Financial Statements and Exhibits.
Exhibit 99.1 Graham Holdings Company Earnings Release Dated July 30, 2026.


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Exhibit Index
 
 
Exhibit 99.1    Graham Holdings Company Earnings Release dated July 30, 2026.

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

3
SIGNATURE
 
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
  Graham Holdings Company
  (Registrant)
   
   
Date: July 30, 2026 /s/ Wallace R. Cooney
  
Wallace R. Cooney,
Chief Financial Officer
(Principal Financial Officer)


 
 

4
Document

Exhibit 99.1
Contact: Wallace R. CooneyFor Immediate Release 
(703) 345-6470July 30, 2026
GRAHAM HOLDINGS COMPANY REPORTS
SECOND QUARTER EARNINGS
ARLINGTON, VA - Graham Holdings Company (NYSE: GHC) today reported its financial results for the second quarter of 2026. The Company also filed its Form 10-Q today for the quarter ended June 30, 2026 with the Securities and Exchange Commission.
Division Operating Results
Revenue for the second quarter of 2026 was $1,302.5 million, up 7% from $1,215.8 million in the second quarter of 2025. Revenues increased at television broadcasting, healthcare, manufacturing, automotive and other businesses, partially offset by a decline at education. The Company reported operating income of $83.6 million for the second quarter of 2026, compared to $72.8 million for the second quarter of 2025. The increase in operating results is due to improved results at education, television broadcasting and other businesses, partially offset by declines at healthcare, manufacturing and automotive. The Company reported adjusted operating cash flow (non-GAAP) of $119.8 million for the second quarter of 2026, compared to $111.3 million for the second quarter of 2025. Adjusted operating cash flow increased at education, television broadcasting, manufacturing and other businesses, partially offset by declines at healthcare and automotive. Capital expenditures totaled $19.8 million for each of the second quarters of 2026 and 2025.
Revenue for the first six months of 2026 was $2,538.5 million, up 7% from $2,381.7 million in the first six months of 2025. Revenues increased at television broadcasting, healthcare, manufacturing, automotive and other businesses, partially offset by a slight decline at education. The Company reported operating income of $141.5 million for the first six months of 2026, compared to $120.2 million for the first six months of 2025. The increase in operating results is due to improved results at television broadcasting, manufacturing and other businesses, partially offset by declines at education, healthcare and automotive. The Company reported adjusted operating cash flow (non-GAAP) of $232.7 million for the first six months of 2026, compared to $199.4 million for the first six months of 2025. Adjusted operating cash flow increased at education, television broadcasting, manufacturing and other businesses, partially offset by declines at healthcare and automotive. Capital expenditures totaled $40.6 million and $33.9 million for the first six months of 2026 and 2025, respectively.
Acquisitions and Dispositions of Businesses
In the first quarter of 2026, the Company entered into an agreement to sell the Kaplan Languages Group (KLG) included in Kaplan International and recorded a $19.0 million pre-tax impairment charge. The transaction closed on May 1, 2026; the Company recorded a $5.2 million loss on the sale of the business in the second quarter of 2026.
Pension Plan
In June 2026, the Company purchased an irrevocable group annuity contract from an insurance company for $113.9 million to settle $124.3 million of the outstanding defined benefit pension obligation related to certain retirees and beneficiaries. The purchase of the group annuity contract was funded from the assets of the Company’s pension plan. As a result of this transaction, the Company was relieved of all responsibility for these pension obligations and the insurance company is now required to pay and administer the retirement benefits owed to approximately 1,080 retirees and beneficiaries, with no change to the amount, timing or form of monthly retirement benefit payments. As a result, the Company recorded a pre-tax noncash settlement gain of $137.0 million in the second quarter of 2026.
Income Taxes
The Company recognized a U.S. income tax benefit of $69.6 million during the six months ended June 30, 2026, in connection with the restructuring and sale of the KLG business.
As a result of this significant U.S. income tax benefit, the Company accrued a non-U.S. global minimum corporate top-up income tax expense of $19.2 million in the second quarter of 2026. This accrual relates to non-U.S. jurisdictions that have not yet enacted legislation adopting recent guidance from the Organization for Economic Co-operation and Development (OECD), which would exempt U.S. parent multinational groups from Pillar Two top-up tax on their U.S. source income. The enactment of legislation in the U.K. and other jurisdictions would have a favorable impact on the Company’s income tax provision and could result in a complete reversal of the $19.2 million accrued amount without payment.
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Debt, Cash and Marketable Equity Securities
At June 30, 2026, the Company had $900.4 million in borrowings outstanding at an average interest rate of 5.7%, including $231.2 million outstanding on its $400 million revolving credit facility. Cash, marketable equity securities and other investments totaled $1,297.4 million at June 30, 2026.
Overall, the Company recognized $101.9 million and $33.0 million in net gains on marketable equity securities in the second quarter and first six months of 2026, compared to $11.5 million in net losses and $32.3 million in net gains on marketable equity securities in the second quarter and first six months of 2025.
Common Stock Repurchases
During the first six months of 2026, the Company purchased a total of 110,471 shares of its Class B common stock at a cost of $122.0 million. At June 30, 2026, there were 4,251,268 shares outstanding. On September 12, 2024, the Board of Directors authorized the Company to acquire up to 500,000 shares of its Class B common stock; the Company has remaining authorization for 352,011 shares as of June 30, 2026.
Overall Company Results
The Company reported net income attributable to common shares of $281.1 million ($64.86 per share) for the second quarter of 2026, compared to $36.7 million ($8.35 per share) for the second quarter of 2025. For the first six months of 2026, the Company reported net income attributable to common shares of $310.2 million ($71.04 per share), compared to $60.6 million ($13.81 per share) for the first six months of 2025.
The results for the second quarter and first six months of 2026 and 2025 were affected by a number of items as described in the Non-GAAP Financial Information schedule attached to this release. Excluding these items, net income attributable to common shares was $84.2 million ($19.46 per share) for the second quarter of 2026, compared to $63.1 million ($14.33 per share) for the second quarter of 2025. Excluding these items, net income attributable to common shares was $158.1 million ($36.19 per share) for the first six months of 2026, compared to $114.1 million ($25.98 per share) for the first six months of 2025.
Forward-Looking Statements
All public statements made by the Company and its representatives that are not statements of historical fact, including certain statements in this press release, in the Company’s Annual Report on Form 10-K and in the Company’s 2025 Annual Report to Stockholders, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on expectations, forecasts, and assumptions by the Company’s management and involve a number of risks, uncertainties, and other factors that could cause actual results to differ from those stated, including, without limitation, comments about expectations related to acquisitions or dispositions or related business activities, the Company’s business strategies and objectives, the prospects for growth in the Company’s various business operations, the Company’s future financial performance, and the risks and uncertainties described in Item 1A of the Company’s Annual Report on Form 10-K. Accordingly, undue reliance should not be placed on any forward-looking statement made by or on behalf of the Company. The Company assumes no obligation to update any forward-looking statement after the date on which such statement is made, even if new information subsequently becomes available.
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GRAHAM HOLDINGS COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
June 30%
(in thousands, except per share amounts)20262025Change
Operating revenues$1,302,506 $1,215,772 7 
Operating expenses1,194,613 1,116,128 7 
Depreciation of property, plant and equipment18,281 19,652 (7)
Amortization of intangible assets5,978 7,241 (17)
Operating income
83,634 72,751 15 
Equity in (losses) earnings of affiliates, net(19,863)3,114 — 
Interest income1,881 2,261 (17)
Interest expense(17,173)(18,106)(5)
Non-operating pension and postretirement benefit income, net169,649 28,602 — 
Gain (loss) on marketable equity securities, net101,879 (11,543)— 
Other expense, net(2,531)(16,456)(85)
Income before income taxes
317,476 60,623 — 
Provision for income taxes
35,100 20,200 74 
Net income
282,376 40,423 — 
Net income attributable to noncontrolling interests
(1,273)(3,674)(65)
Net Income Attributable to Graham Holdings Company Common Stockholders
$281,103 $36,749 — 
Per Share Information Attributable to Graham Holdings Company Common Stockholders
Basic net income per common share$65.53 $8.43 — 
Basic average number of common shares outstanding4,265 4,333 
Diluted net income per common share$64.86 $8.35 — 
Diluted average number of common shares outstanding4,309 4,373 
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GRAHAM HOLDINGS COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Six Months Ended
June 30%
(in thousands, except per share amounts)20262025Change
Operating revenues$2,538,498 $2,381,687 7 
Operating expenses2,329,294 2,206,192 6 
Depreciation of property, plant and equipment36,675 40,206 (9)
Amortization of intangible assets12,033 15,065 (20)
Impairment of goodwill and asset group held for sale19,029 — — 
Operating income141,467 120,224 18 
Equity in earnings (losses) of affiliates, net
14,987 (5,314)— 
Interest income4,356 4,761 (9)
Interest expense(33,402)(100,383)(67)
Non-operating pension and postretirement benefit income, net200,722 63,219 — 
Gain on marketable equity securities, net32,956 32,258 2 
Other expense, net(2,959)(20,521)(86)
Income before income taxes358,127 94,244 — 
Provision for income taxes45,000 28,100 60 
Net income313,127 66,144 — 
Net income attributable to noncontrolling interests
(2,918)(5,501)(47)
Net Income Attributable to Graham Holdings Company Common Stockholders
$310,209 $60,643 — 
Per Share Information Attributable to Graham Holdings Company Common Stockholders
Basic net income per common share$71.76 $13.93 — 
Basic average number of common shares outstanding4,298 4,327 
Diluted net income per common share$71.04 $13.81 — 
Diluted average number of common shares outstanding4,342 4,366  

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GRAHAM HOLDINGS COMPANY
BUSINESS DIVISION INFORMATION
(Unaudited)
Three Months EndedSix Months Ended
June 30%June 30%
(in thousands)20262025Change20262025Change
Operating Revenues
Education$417,808 $436,813 (4)$858,287 $861,544 0 
Television broadcasting109,630 105,984 3 221,183 209,538 6 
Healthcare247,651 202,219 22 456,991 375,960 22 
Manufacturing133,280 96,218 39 258,314 194,223 33 
Automotive301,352 285,572 6 568,976 566,563 0 
Other businesses92,839 88,970 4 174,766 173,867 1 
Corporate office723 621 16 1,395 1,241 12 
Intersegment elimination(777)(625)— (1,414)(1,249)— 
$1,302,506 $1,215,772 7 $2,538,498 $2,381,687 7 
Operating Expenses
Education$367,532 $390,628 (6)$775,629 $775,326 0 
Television broadcasting79,147 78,044 1 156,757 157,200 0 
Healthcare223,041 177,122 26 414,955 332,546 25 
Manufacturing126,179 88,652 42 243,213 181,177 34 
Automotive293,287 276,279 6 555,603 550,778 1 
Other businesses110,026 116,265 (5)216,090 232,400 (7)
Corporate office20,437 16,656 23 36,198 33,285 9 
Intersegment elimination(777)(625)— (1,414)(1,249)— 
$1,218,872 $1,143,021 7 $2,397,031 $2,261,463 6 
Operating Income (Loss)
Education$50,276 $46,185 9 $82,658 $86,218 (4)
Television broadcasting30,483 27,940 9 64,426 52,338 23 
Healthcare24,610 25,097 (2)42,036 43,414 (3)
Manufacturing7,101 7,566 (6)15,101 13,046 16 
Automotive8,065 9,293 (13)13,373 15,785 (15)
Other businesses(17,187)(27,295)37 (41,324)(58,533)29 
Corporate office(19,714)(16,035)(23)(34,803)(32,044)(9)
$83,634 $72,751 15 $141,467 $120,224 18 
Amortization of Intangible Assets and Impairment of Goodwill and Asset Group Held for Sale
Education$243 $1,699 (86)$19,586 $3,818 — 
Television broadcasting1,360 1,360 — 2,720 2,720 — 
Healthcare90 117 (23)186 235 (21)
Manufacturing3,743 2,431 54 7,486 4,862 54 
Automotive5 5 — 10 10 — 
Other businesses537 1,629 (67)1,074 3,420 (69)
Corporate office— — — — — — 
$5,978 $7,241 (17)$31,062 $15,065 — 
Operating Income (Loss) before Amortization of Intangible Assets and Impairment of Goodwill and Asset Group Held for Sale
Education$50,519 $47,884 6 $102,244 $90,036 14 
Television broadcasting31,843 29,300 9 67,146 55,058 22 
Healthcare24,700 25,214 (2)42,222 43,649 (3)
Manufacturing10,844 9,997 8 22,587 17,908 26 
Automotive8,070 9,298 (13)13,383 15,795 (15)
Other businesses(16,650)(25,666)35 (40,250)(55,113)27 
Corporate office(19,714)(16,035)(23)(34,803)(32,044)(9)
$89,612 $79,992 12 $172,529 $135,289 28 
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Three Months EndedSix Months Ended
June 30%June 30%
(in thousands)20262025Change20262025Change
Depreciation
Education$5,659 $7,412 (24)$11,713 $15,176 (23)
Television broadcasting2,345 2,625 (11)4,681 5,253 (11)
Healthcare1,913 1,723 11 3,827 3,509 9 
Manufacturing3,037 2,654 14 6,172 5,357 15 
Automotive1,937 1,708 13 3,782 3,437 10 
Other businesses3,223 3,353 (4)6,161 7,142 (14)
Corporate office167 177 (6)339 332 2 
$18,281 $19,652 (7)$36,675 $40,206 (9)
Pension Expense
Education$4,672 $4,413 6 $9,111 $8,636 6 
Television broadcasting1,619 1,532 6 3,107 2,951 5 
Healthcare1,643 1,993 (18)3,529 4,992 (29)
Manufacturing1,255 654 92 2,485 1,730 44 
Automotive51 21 — 68 48 42 
Other businesses1,938 2,295 (16)3,725 4,011 (7)
Corporate office744 791 (6)1,477 1,523 (3)
$11,922 $11,699 2 $23,502 $23,891 (2)
Adjusted Operating Cash Flow (non-GAAP)(1)
Education$60,850 $59,709 2 $123,068 $113,848 8 
Television broadcasting35,807 33,457 7 74,934 63,262 18 
Healthcare28,256 28,930 (2)49,578 52,150 (5)
Manufacturing15,136 13,305 14 31,244 24,995 25 
Automotive10,058 11,027 (9)17,233 19,280 (11)
Other businesses(11,489)(20,018)43 (30,364)(43,960)31 
Corporate office(18,803)(15,067)(25)(32,987)(30,189)(9)
$119,815 $111,343 8 $232,706 $199,386 17 
____________
(1)Adjusted Operating Cash Flow (non-GAAP) is calculated as Operating Income (Loss) before Amortization of Intangible Assets and Impairment of Goodwill and Asset Group Held for Sale plus Depreciation Expense and Pension Expense.
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GRAHAM HOLDINGS COMPANY
EDUCATION DIVISION INFORMATION
(Unaudited)
Three Months EndedSix Months Ended
June 30%June 30%
(in thousands)20262025Change20262025Change
Operating Revenues
Kaplan international$252,375 $272,171 (7)$524,011 $533,427 (2)
Higher education86,293 84,738 2 178,696 173,225 3 
Supplemental education79,476 80,161 (1)156,340 155,564 0 
Kaplan corporate and other284 23 — 555 35 — 
Intersegment elimination(620)(280)— (1,315)(707)— 
$417,808 $436,813 (4)$858,287 $861,544 0 
Operating Expenses
Kaplan international$219,512 $242,234 (9)$459,761 $473,428 (3)
Higher education69,645 66,766 4 144,359 142,446 1 
Supplemental education70,972 72,755 (2)140,556 142,190 (1)
Kaplan corporate and other8,051 7,439 8 12,672 14,099 (10)
Amortization of intangible assets243 1,699 (86)557 3,818 (85)
Impairment of goodwill and asset group held for sale— — — 19,029 — — 
Intersegment elimination(891)(265)— (1,305)(655)— 
$367,532 $390,628 (6)$775,629 $775,326 0 
Operating Income (Loss)
Kaplan international$32,863 $29,937 10 $64,250 $59,999 7 
Higher education16,648 17,972 (7)34,337 30,779 12 
Supplemental education8,504 7,406 15 15,784 13,374 18 
Kaplan corporate and other(7,767)(7,416)(5)(12,117)(14,064)14 
Amortization of intangible assets(243)(1,699)86 (557)(3,818)85 
Impairment of goodwill and asset group held for sale— — — (19,029)— — 
Intersegment elimination271 (15)— (10)(52)— 
$50,276 $46,185 9 $82,658 $86,218 (4)
Operating Income (Loss) before Amortization of Intangible Assets and Impairment of Goodwill and Asset Group Held for Sale
Kaplan international$32,863 $29,937 10 $64,250 $59,999 7 
Higher education16,648 17,972 (7)34,337 30,779 12 
Supplemental education8,504 7,406 15 15,784 13,374 18 
Kaplan corporate and other(7,767)(7,416)(5)(12,117)(14,064)14 
Intersegment elimination271 (15)— (10)(52)— 
$50,519 $47,884 6 $102,244 $90,036 14 
Depreciation
Kaplan international$4,611 $6,393 (28)$9,579 $12,942 (26)
Higher education300 383 (22)567 839 (32)
Supplemental education738 631 17 1,548 1,384 12 
Kaplan corporate and other10 5 — 19 11 73 
$5,659 $7,412 (24)$11,713 $15,176 (23)
Pension Expense
Kaplan international$50 $146 (66)$176 $286 (38)
Higher education2,032 1,889 8 3,952 3,697 7 
Supplemental education2,060 1,972 4 4,046 3,859 5 
Kaplan corporate and other530 406 31 937 794 18 
$4,672 $4,413 6 $9,111 $8,636 6 
Adjusted Operating Cash Flow (non-GAAP)(1)
Kaplan international$37,524 $36,476 3 $74,005 $73,227 1 
Higher education18,980 20,244 (6)38,856 35,315 10 
Supplemental education11,302 10,009 13 21,378 18,617 15 
Kaplan corporate and other(7,227)(7,005)(3)(11,161)(13,259)16 
Intersegment elimination271 (15)— (10)(52)— 
$60,850 $59,709 2 $123,068 $113,848 8 
____________
(1)Adjusted Operating Cash Flow (non-GAAP) is calculated as Operating Income (Loss) before Amortization of Intangible Assets and Impairment of Goodwill and Asset Group Held for Sale plus Depreciation Expense and Pension Expense.
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GRAHAM HOLDINGS COMPANY
HEALTHCARE DIVISION INFORMATION
(Unaudited)
Three Months EndedSix Months Ended
June 30%June 30%
(in thousands)20262025Change20262025Change
Operating Revenues
CSI$148,523 $113,415 31 $266,304 $203,663 31 
Other Healthcare99,128 88,804 12 190,687 172,297 11 
$247,651 $202,219 22 $456,991 $375,960 22 
Operating Expenses
CSI$136,025 $99,418 37 $247,494 $180,023 37 
Other Healthcare87,016 77,704 12 167,461 152,523 10 
$223,041 $177,122 26 $414,955 $332,546 25 
Operating Income
CSI$12,498 $13,997 (11)$18,810 $23,640 (20)
Other Healthcare12,112 11,100 9 23,226 19,774 17 
$24,610 $25,097 (2)$42,036 $43,414 (3)
Amortization of Intangible Assets
CSI$20 $34 (41)$41 $67 (39)
Other Healthcare70 83 (16)145 168 (14)
$90 $117 (23)$186 $235 (21)
Operating Income before Amortization of Intangible Assets
CSI$12,518 $14,031 (11)$18,851 $23,707 (20)
Other Healthcare12,182 11,183 9 23,371 19,942 17 
$24,700 $25,214 (2)$42,222 $43,649 (3)
Depreciation     
CSI$301 $183 64 $594 $359 65 
Other Healthcare1,612 1,540 5 3,233 3,150 3 
$1,913 $1,723 11 $3,827 $3,509 9 
Pension Expense
CSI$— $— — $— $— — 
Other Healthcare1,643 1,993 (18)3,529 4,992 (29)
$1,643 $1,993 (18)$3,529 $4,992 (29)
Adjusted Operating Cash Flow (non-GAAP)(1)
CSI$12,819 $14,214 (10)$19,445 $24,066 (19)
Other Healthcare15,437 14,716 5 30,133 28,084 7 
$28,256 $28,930 (2)$49,578 $52,150 (5)
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(1)Adjusted Operating Cash Flow (non-GAAP) is calculated as Operating Income (Loss) before Amortization of Intangible Assets and Impairment of Long-Lived Assets plus Depreciation Expense and Pension Expense.
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NON-GAAP FINANCIAL INFORMATION
GRAHAM HOLDINGS COMPANY
(Unaudited)
In addition to the results reported in accordance with accounting principles generally accepted in the United States (GAAP) included in this press release, the Company has provided information regarding Adjusted Operating Cash Flow and Net income excluding certain items described below, reconciled to the most directly comparable GAAP measures. Management believes that these non-GAAP measures, when read in conjunction with the Company’s GAAP financials, provide useful information to investors by offering:
•the ability to make meaningful period-to-period comparisons of the Company’s ongoing results;
•the ability to identify trends in the Company’s underlying business; and
•a better understanding of how management plans and measures the Company’s underlying business.
Adjusted Operating Cash Flow and Net income, excluding certain items, should not be considered substitutes or alternatives to computations calculated in accordance with and required by GAAP. These non-GAAP financial measures should be read only in conjunction with financial information presented on a GAAP basis.
The gains and losses on marketable equity securities relate to the change in the fair value (quoted prices) of its portfolio of equity securities. The mandatorily redeemable noncontrolling interest represents the ownership portion of a group of minority shareholders at a subsidiary of the Company's Healthcare business. The Company measures the redemption value of this minority ownership on a quarterly basis with changes in the fair value recorded as interest expense or income, which is included in net income for the period. The effect of gains and losses on marketable equity securities and net interest expense related to fair value adjustments of the mandatorily redeemable noncontrolling interest are not directly related to the core performance of the Company’s business operations since these items do not directly relate to the sale of the Company’s services or products. GAAP requires that the Company include the gains and losses on marketable equity securities and net interest expense related to fair value adjustments of the mandatorily redeemable noncontrolling interest in net income on the Condensed Consolidated Statements of Operations. The Company excludes the gains and losses on marketable equity securities and net interest expense related to fair value adjustments of the mandatorily redeemable noncontrolling interest from the non-GAAP adjusted net income because these items are independent of the Company’s core operations and not indicative of the performance of the Company’s business operations.
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The following tables reconcile the non-GAAP financial measures for Net income, excluding certain items, to the most directly comparable GAAP measures:
Three Months Ended June 30
20262025
(in thousands, except per share amounts)Income before income taxesIncome TaxesNet IncomeIncome before income taxesIncome TaxesNet Income
Amounts attributable to Graham Holdings Company Common Stockholders
As reported$317,476 $35,100 $282,376 $60,623 $20,200 $40,423 
Attributable to noncontrolling interests(1,273)(3,674)
Attributable to Graham Holdings Company Stockholders281,103 36,749 
Adjustments:
Settlement gain related to retiree annuity pension purchase(136,955)(35,625)(101,330)— — — 
Charges related to non-operating Separation Incentive Programs and a Voluntary Retirement Incentive Program3,837 997 2,840 6,015 1,540 4,475 
Interest (income) expense related to the fair value adjustment of the mandatorily redeemable noncontrolling interest(213)24 (237)1,153 (2,342)3,495 
Net (gains) losses on marketable equity securities(101,879)(26,025)(75,854)11,543 2,960 8,583 
Net losses of affiliates whose operations are not managed by the Company
17,905 4,574 13,331 413 106 307 
Loss on sale of KLG5,151 (5,274)10,425 — — — 
Non-operating loss from the impairment of equity and cost method investments5,800 1,482 4,318 12,679 3,206 9,473 
Income tax benefit related to the KLG business— 69,564 (69,564)— — — 
Non-U.S. global minimum corporate income tax expense — (19,180)19,180 — — — 
Net Income, adjusted (non-GAAP)
$84,212 

$63,082 
Per share information attributable to Graham Holdings Company Common Stockholders
Diluted income per common share, as reported
$64.86 $8.35 
Adjustments:
Settlement gain related to retiree annuity pension purchase(23.38)— 
Charges related to non-operating Separation Incentive Programs and a Voluntary Retirement Incentive Program0.66 1.02 
Interest (income) expense related to the fair value adjustment of the mandatorily redeemable noncontrolling interest(0.05)0.79 
Net (gains) losses on marketable equity securities(17.50)1.95 
Net losses of affiliates whose operations are not managed by the Company
3.08 0.07 
Loss on sale of KLG2.41 — 
Non-operating loss from the impairment of equity and cost method investments1.00 2.15 
Income tax benefit related to the KLG business(16.05)— 
Non-U.S. global minimum corporate income tax expense 4.43 — 
Diluted income per common share, adjusted (non-GAAP)
$19.46 $14.33 
The adjusted diluted per share amounts may not compute due to rounding.
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  Six Months Ended June 30
20262025
(in thousands, except per share amounts)Income before income taxesIncome TaxesNet IncomeIncome before income taxesIncome TaxesNet Income
Amounts attributable to Graham Holdings Company Common Stockholders
As reported$358,127 $45,000 $313,127 $94,244 $28,100 $66,144 
Attributable to noncontrolling interests(2,918)(5,501)
Attributable to Graham Holdings Company Stockholders$310,209 $60,643 
Adjustments:
Impairment charge and loss on sale related to KLG 24,179 (594)24,773 — — — 
Settlement gain related to retiree annuity pension purchase(136,955)(35,625)(101,330)— — — 
Charges related to non-operating Separation Incentive Programs and a Voluntary Retirement Incentive Program7,937 2,064 5,873 6,639 1,700 4,939 
Interest (income) expense related to the fair value adjustment of the mandatorily redeemable noncontrolling interest(882)(124)(758)67,560 13,693 53,867 
Net gains on marketable equity securities(32,956)(8,418)(24,538)(32,258)(8,271)(23,987)
Net (earnings) losses of affiliates whose operations are not managed by the Company
(13,062)(3,337)(9,725)12,323 3,160 9,163 
Net non-operating loss from impairment and sale of equity and cost method investments
5,316 1,358 3,958 12,679 3,206 9,473 
Income tax benefit related to the KLG business— 69,564 (69,564)— — — 
Non-U.S. global minimum corporate income tax expense— (19,180)19,180 — — — 
Net Income, adjusted (non-GAAP)$158,078 $114,098 
Per share information attributable to Graham Holdings Company Common Stockholders
Diluted income per common share, as reported$71.04 $13.81 
Adjustments:
Impairment charge and loss on sale related to KLG 5.67 — 
Settlement gain related to retiree annuity pension purchase(23.21)— 
Charges related to non-operating Separation Incentive Programs and a Voluntary Retirement Incentive Program1.34 1.12 
Interest (income) expense related to the fair value adjustment of the mandatorily redeemable noncontrolling interest(0.17)12.26 
Net gains on marketable equity securities(5.62)(5.46)
Net (earnings) losses of affiliates whose operations are not managed by the Company
(2.23)2.09 
Net non-operating loss from impairment and sale of equity and cost method investments
0.91 2.16 
Income tax benefit related to the KLG business(15.93)— 
Non-U.S. global minimum corporate income tax expense4.39 — 
Diluted income per common share, adjusted (non-GAAP)$36.19 $25.98 
The adjusted diluted per share amounts may not compute due to rounding.
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