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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q


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

For the Quarterly Period Ended September 30, 2025


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

Commission File Number 001-06714

GRAHAM HOLDINGS COMPANY


(Exact name of registrant as specified in its charter)

Delaware

53-0182885

(State or other jurisdiction of
incorporation or organization)

(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)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class B Common Stock, par value $1.00 per share

GHC

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒. No ☐.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒. No ☐.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☒

Accelerated
filer

☐

Non-accelerated
filer

☐

Smaller reporting
company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐. No ☒.

Shares outstanding at October 24, 2025:

Class A Common Stock – 964,001 Shares

Class B Common Stock – 3,398,422 Shares

GRAHAM HOLDINGS COMPANY

Index to Form 10-Q


PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Statements of Operations	1

	Condensed Consolidated Statements of Comprehensive 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	8
	Investments	10
	Accounts Receivable, Accounts Payable, Vehicle Floor Plan Payable and Accrued Liabilities	11
	Inventories and Contracts in Progress	12
	Goodwill and Other Intangible Assets	12
	Debt	13
	Fair Value Measurements	15

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

Item 2.	Management’s Discussion and Analysis of Results of Operations and Financial Condition	31

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	43

Item 4.	Controls and Procedures	43

PART II. OTHER INFORMATION

Item 1A.	Risk Factors	44

Item 5.	Other Information	45

Item 6.	Exhibits	46

Signatures		47

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

GRAHAM HOLDINGS COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


	Three Months Ended September 30				Nine Months Ended September 30

(in thousands, except per share amounts)	2025		2024		2025		2024
Operating Revenues
Sales of services	$	700,356	$	700,009	$	2,016,490	$	2,003,543
Sales of goods	578,503		507,153		1,644,056		1,541,561
	1,278,859		1,207,162		3,660,546		3,545,104
Operating Costs and Expenses
Cost of services sold (exclusive of items shown below)	425,051		399,667		1,200,503		1,171,703
Cost of goods sold (exclusive of items shown below)	479,344		427,114		1,362,688		1,306,905
Selling, general and administrative	276,103		269,016		823,499		801,982
Depreciation of property, plant and equipment	19,298		21,332		59,504		66,032
Amortization of intangible assets	9,692		8,385		24,757		29,194
Impairment of goodwill and other long-lived assets	2,235		—		2,235		26,287
	1,211,723		1,125,514		3,473,186		3,402,103
Income from Operations	67,136		81,648		187,360		143,001
Equity in earnings (losses) of affiliates, net	15,780		(13,361)		10,466		(8,470)
Interest income	1,464		2,277		6,225		6,566
Interest expense	(17,164)		(25,896)		(117,547)		(136,607)
Non-operating pension and postretirement benefit income, net	31,047		38,307		94,266		105,379
Gain on marketable equity securities, net	84,768		30,496		117,026		154,276
Other income (expense), net	7		(465)		(20,514)		2,973
Income Before Income Taxes	183,038		113,006		277,282		267,118
Provision for Income Taxes	56,800		38,500		84,900		86,100
Net Income	126,238		74,506		192,382		181,018
Net Income Attributable to Noncontrolling Interests	(3,313)		(2,003)		(8,814)		(5,175)
Net Income Attributable to Graham Holdings Company Common Stockholders	$	122,925	$	72,503	$	183,568	$	175,843

Per Share Information Attributable to Graham Holdings Company Common Stockholders
Basic net income per common share	$	28.19	$	16.54	$	42.15	$	39.74
Basic average number of common shares outstanding	4,334		4,352		4,329		4,395
Diluted net income per common share	$	27.91	$	16.42	$	41.75	$	39.49
Diluted average number of common shares outstanding	4,378		4,384		4,370		4,423

See accompanying Notes to Condensed Consolidated Financial Statements.

GRAHAM HOLDINGS COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)


	Three Months Ended September 30				Nine Months Ended September 30
(in thousands)	2025		2024		2025		2024
Net Income	$	126,238	$	74,506	$	192,382	$	181,018
Other Comprehensive (Loss) Income, Before Tax
Foreign currency translation adjustments:
Translation adjustments arising during the period	(8,227)		31,469		38,323		21,702
Adjustment for sales of businesses with foreign operations	—		(765)		646		(765)
	(8,227)		30,704		38,969		20,937
Pension and other postretirement plans:
Amortization of net prior service credit included in net income	(520)		(487)		(1,560)		(1,463)
Amortization of net actuarial gain included in net income	(378)		(12,360)		(1,137)		(37,080)

	(898)		(12,847)		(2,697)		(38,543)
Cash flow hedges gain (loss)	64		(1,975)		(979)		(518)
Other Comprehensive (Loss) Income, Before Tax	(9,061)		15,882		35,293		(18,124)
Income tax benefit related to items of other comprehensive (loss) income	212		3,803		944		10,002
Other Comprehensive (Loss) Income, Net of Tax	(8,849)		19,685		36,237		(8,122)
Comprehensive Income	117,389		94,191		228,619		172,896
Comprehensive income attributable to noncontrolling interests	(3,313)		(2,003)		(8,814)		(5,175)
Total Comprehensive Income Attributable to Graham Holdings Company	$	114,076	$	92,188	$	219,805	$	167,721

See accompanying Notes to Condensed Consolidated Financial Statements.

GRAHAM HOLDINGS COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS


	As of
(in thousands)	September 30, 2025		December 31, 2024
	(Unaudited)
Assets
Current Assets
Cash and cash equivalents	$	190,822	$	260,852
Restricted cash	46,281		37,001
Investments in marketable equity securities and other investments	1,005,792		858,743
Accounts receivable, net	543,995		514,426

Inventories and contracts in progress	306,257		295,808
Prepaid expenses	135,165		116,472
Income taxes receivable	6,402		7,714
Other current assets	7,861		7,608

Total Current Assets	2,242,575		2,098,624
Property, Plant and Equipment, Net	559,913		549,364
Lease Right-of-Use Assets	404,029		388,419
Investments in Affiliates	201,144		169,125
Goodwill, Net	1,571,968		1,500,036
Indefinite-Lived Intangible Assets	165,300		164,323
Amortized Intangible Assets, Net	68,910		56,696
Prepaid Pension Cost	2,462,685		2,510,520
Deferred Income Taxes	9,519		8,908
Deferred Charges and Other Assets	165,926		231,190

Total Assets	$	7,851,969	$	7,677,205

Liabilities and Equity
Current Liabilities
Accounts payable, vehicle floor plan payable and accrued liabilities	$	747,486	$	712,505
Deferred revenue	425,621		390,976
Income taxes payable	16,128		11,502

Mandatorily redeemable noncontrolling interest	8,661		—
Current portion of lease liabilities	62,614		58,239
Current portion of long-term debt	424,870		26,577
Dividends declared	7,851		—


Total Current Liabilities	1,693,231		1,199,799

Accrued Compensation and Related Benefits	131,238		136,101
Other Liabilities	29,280		27,361
Deferred Income Taxes	757,898		739,260
Mandatorily Redeemable Noncontrolling Interest	13,526		159,548
Lease Liabilities	379,092		362,885
Long-Term Debt	307,026		721,615

Total Liabilities	3,311,291		3,346,569
Commitments and Contingencies (Note 14)

Redeemable Noncontrolling Interests	52,018		43,821
Preferred Stock	—		—
Common Stockholders’ Equity
Common stock	20,000		20,000
Capital in excess of par value	365,595		356,919
Retained earnings	8,183,958		8,031,750
Accumulated other comprehensive income, net of taxes
Cumulative foreign currency translation adjustment	(19,075)		(58,044)

Unrealized gain on pensions and other postretirement plans	391,942		393,949
Cash flow hedges	(1,833)		(1,108)
Cost of Class B common stock held in treasury	(4,483,861)		(4,486,805)
Total Common Stockholders’ Equity	4,456,726		4,256,661
Noncontrolling Interests	31,934		30,154
Total Equity	4,488,660		4,286,815
Total Liabilities and Equity	$	7,851,969	$	7,677,205

See accompanying Notes to Condensed Consolidated Financial Statements.

GRAHAM HOLDINGS COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	Nine Months Ended September 30
(in thousands)	2025		2024
Cash Flows from Operating Activities
Net Income	$	192,382	$	181,018
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and goodwill and other long-lived asset impairments	86,496		121,513
Amortization of lease right-of-use asset	44,229		47,746
Net pension benefit, early retirement program and special separation benefit expense	(61,090)		(64,532)
Gain on marketable equity securities and cost method investments, net of impairment	(102,861)		(153,723)
Loss (gain) on disposition of businesses, property, plant and equipment and investments, net	1,019		(7,813)
Credit loss expense	2,921		2,672
Stock-based compensation expense, net of forfeitures	4,797		4,718
Foreign exchange loss	7,707		5,642
Equity in (earnings) losses of affiliates, net of distributions	(2,562)		19,396
Provision for deferred income taxes	28,578		15,504

Change in operating assets and liabilities:
Accounts receivable	13,083		11,322
Inventories	22,682		(8,105)
Accounts payable and accrued liabilities	31,249		33,619
Deferred revenue	14,382		30,977
Income taxes receivable/payable	5,455		34,710
Lease liabilities	(41,722)		(47,156)
Other assets and other liabilities, net	71,708		63,124
Other	443		44
Net Cash Provided by Operating Activities	318,896		290,676
Cash Flows from Investing Activities
Purchases of property, plant and equipment	(48,618)		(57,680)
Purchases of marketable equity securities	(29,823)		(5,000)

Investments in certain businesses, net of cash acquired	(19,486)		(4,022)
Investments in equity affiliates and cost method investments	(10,512)		(2,188)
Net proceeds from disposition of businesses, property, plant and equipment and investments	7,747		8,342
Proceeds from sales of marketable equity securities	—		23,524
Loan to related party	—		(2,000)




Other	2,330		3,344
Net Cash Used in Investing Activities	(98,362)		(35,680)
Cash Flows from Financing Activities
Distributions paid to noncontrolling interests	(191,609)		(4,010)
Net (repayments of) proceeds from vehicle floor plan payable	(27,897)		8,443
Dividends paid	(23,508)		(22,926)
Repayments of borrowings	(22,089)		(16,053)
Principal payments of finance leases	(13,049)		(5,767)



Deferred payments of acquisitions	(7,017)		(5,390)

Common shares repurchased	(3,468)		(98,170)
Purchase of noncontrolling interest	(1,761)		—
Net borrowings under revolving credit facilities	600		(34,216)
Other	(1,019)		1,774
Net Cash Used in Financing Activities	(290,817)		(176,315)
Effect of Currency Exchange Rate Change	9,533		1,652
Net (Decrease) Increase in Cash and Cash Equivalents and Restricted Cash	(60,750)		80,333
Beginning Cash and Cash Equivalents and Restricted Cash	297,853		201,891
Ending Cash and Cash Equivalents and Restricted Cash	$	237,103	$	282,224

See accompanying Notes to Condensed Consolidated Financial Statements.

GRAHAM HOLDINGS COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCKHOLDERS’ EQUITY (UNAUDITED)


(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, 2024	$	20,000	$	356,919	$	8,031,750	$	334,797	$	(4,486,805)	$	30,154	$	4,286,815	$	43,821
Net income for the period					25,721								25,721
Net income attributable to noncontrolling interests					(1,129)						1,129		—
Net income attributable to redeemable noncontrolling interests					(698)								(698)		698
Change in redemption value of redeemable noncontrolling interests											634		634		8
Noncontrolling interest capital contribution											180		180
Distributions to noncontrolling interests											(747)		(747)		(941)
Dividends on common stock					(15,662)								(15,662)
Repurchase of Class B common stock									(3,468)				(3,468)
Issuance of Class B common stock, net of restricted stock award forfeitures			9,431						9,141				18,572
Shares withheld related to net share settlement									(402)				(402)
Amortization of unearned stock compensation and stock option expense			1,724										1,724
Other comprehensive income, net of income taxes							13,096						13,096
As of March 31, 2025	$	20,000	$	368,074	$	8,039,982	$	347,893	$	(4,481,534)	$	31,350	$	4,325,765	$	43,586
Net income for the period					40,423								40,423
Net income attributable to noncontrolling interests					(2,030)						2,030		—
Net income attributable to redeemable noncontrolling interests					(1,644)								(1,644)		1,644
Change in redemption value of redeemable noncontrolling interests			(4,971)								642		(4,329)		4,977

Distributions to noncontrolling interests											(1,371)		(1,371)		(338)
Dividends on common stock					(7,846)								(7,846)

Forfeiture of restricted stock awards, net of Class B common stock issuances			(6)						(124)				(130)
Amortization of unearned stock compensation and stock option expense			1,696										1,696
Other comprehensive income, net of income taxes							31,990						31,990
As of June 30, 2025	$	20,000	$	364,793	$	8,068,885	$	379,883	$	(4,481,658)	$	32,651	$	4,384,554	$	49,869
Net income for the period					126,238								126,238
Net income attributable to noncontrolling interests					(1,652)						1,652		—
Net income attributable to redeemable noncontrolling interests					(1,661)								(1,661)		1,661
Change in redemption value of redeemable noncontrolling interests			(852)								264		(588)		859

Distributions to noncontrolling interests											(872)		(872)		(371)
Dividends on common stock					(7,852)								(7,852)

Issuance of Class B common stock			(32)						32				—
Shares withheld related to net share settlement									(2,235)				(2,235)
Amortization of unearned stock compensation and stock option expense			1,686										1,686
Purchase of noncontrolling interest											(1,761)		(1,761)
Other comprehensive loss, net of income taxes							(8,849)						(8,849)
As of September 30, 2025	$	20,000	$	365,595	$	8,183,958	$	371,034	$	(4,483,861)	$	31,934	$	4,488,660	$	52,018






































(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, 2023	$	20,000	$	372,040	$	7,337,463	$	614,337	$	(4,368,103)	$	26,131	$	4,001,868	$	24,185
Net income for the period					125,339								125,339
Net income attributable to noncontrolling interests					(633)						633		—
Net income attributable to redeemable noncontrolling interests					(326)								(326)		326
Change in redemption value of redeemable noncontrolling interests											284		284		164
Noncontrolling interest capital contribution											200		200
Distributions to noncontrolling interests											(256)		(256)		(450)
Dividends on common stock					(15,352)								(15,352)
Repurchase of Class B common stock									(20,227)				(20,227)
Issuance of Class B common stock, net of restricted stock award forfeitures			(344)						117				(227)
Amortization of unearned stock compensation and stock option expense			1,671										1,671
Other comprehensive loss, net of income taxes							(22,492)						(22,492)
As of March 31, 2024	$	20,000	$	373,367	$	7,446,491	$	591,845	$	(4,388,213)	$	26,992	$	4,070,482	$	24,225
Net loss for the period					(18,827)								(18,827)
Net income attributable to noncontrolling interests					(1,219)						1,219		—
Net income attributable to redeemable noncontrolling interests					(994)								(994)		994
Change in redemption value of redeemable noncontrolling interests			(13,342)								331		(13,011)		13,350
Distributions to noncontrolling interests											(1,109)		(1,109)		(563)
Dividends on common stock					(7,574)								(7,574)
Repurchase of Class B common stock									(29,780)				(29,780)
Issuance of Class B common stock			(36)						36				—
Amortization of unearned stock compensation and stock option expense			1,648										1,648
Other comprehensive loss, net of income taxes							(5,315)						(5,315)
As of June 30, 2024	$	20,000	$	361,637	$	7,417,877	$	586,530	$	(4,417,957)	$	27,433	$	3,995,520	$	38,006
Net income for the period					74,506								74,506
Net income attributable to noncontrolling interests					(1,166)						1,166		—
Net income attributable to redeemable noncontrolling interests					(837)								(837)		837
Change in redemption value of redeemable noncontrolling interests											220		220		9
Noncontrolling interest capital contribution											200		200
Distributions to noncontrolling interests											(891)		(891)		(180)
Dividends on common stock					(7,444)								(7,444)
Repurchase of Class B common stock									(49,131)				(49,131)
Issuance of Class B common stock			(40)						40				—
Shares withheld related to net share settlement									(1,025)				(1,025)
Amortization of unearned stock compensation and stock option expense			1,627										1,627
Other comprehensive income, net of income taxes							19,685						19,685
As of September 30, 2024	$	20,000	$	363,224	$	7,482,936	$	606,215	$	(4,468,073)	$	28,128	$	4,032,430	$	38,672

See accompanying Notes to Condensed Consolidated Financial Statements.

GRAHAM HOLDINGS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. ORGANIZATION, BASIS OF PRESENTATION AND RECENT ACCOUNTING PRONOUNCEMENTS

Graham Holdings Company (the Company), is a diversified holding company whose operations include educational services, television broadcasting, manufacturing, healthcare, automotive dealerships and other businesses.

Through Kaplan, Inc. (Kaplan), the Company provides a wide variety of educational services to students, schools, colleges, universities and businesses, both domestically and outside the United States (U.S.). Kaplan’s educational services include academic preparation programs for international students; English-language programs; operations support services for pre-college, certificate, undergraduate and graduate programs; exam preparation for high school and graduate students and for professional certifications and licensures; and a United Kingdom sixth-form college that prepares students for A-level examinations.

The Company’s television broadcasting segment owns and operates seven television broadcasting stations and provides social media management tools designed to connect newsrooms with their users.

The Company’s manufacturing companies include a supplier of pressure-treated wood and aluminum cladding products, a manufacturer of electrical solutions, a manufacturer of lifting solutions, and a supplier of parts used in electric utilities and industrial systems.

The Company’s healthcare segment provides home health, hospice and palliative services; in-home specialty pharmacy infusion therapies; applied behavior analysis therapy; physician services for allergy, asthma and immunology patients; in-home aesthetics; and healthcare software-as-a-service technology.

The Company’s automotive business comprises seven dealerships and valet repair services.

The Company’s other businesses include restaurants; a custom framing company; a marketing solutions provider; a customer data and analytics software company; Slate and Foreign Policy magazines; a daily local news podcast and newsletter company; a company that provides a software-as-a-service platform that enables podcasters and media companies to monetize audio content through paid subscriptions, memberships, and audiobooks; an online art gallery and in-person art fair business; and an online commerce platform featuring original art and designs on an array of consumer products.

Basis of Presentation – The accompanying condensed consolidated financial statements have been prepared in accordance with: (i) generally accepted accounting principles in the United States of America (GAAP) for interim financial information; (ii) the instructions to Form 10-Q; and (iii) the guidance of Rule 10-01 of Regulation S-X under the Securities and Exchange Act of 1934, as amended, for financial statements required to be filed with the Securities and Exchange Commission (SEC). They include the assets, liabilities, results of operations and cash flows of the Company, including its domestic and foreign subsidiaries that are more than 50% owned or otherwise controlled by the Company. As permitted under such rules, certain notes and other financial information normally required by GAAP have been condensed or omitted. Management believes the accompanying condensed consolidated financial statements reflect all normal and recurring adjustments necessary for a fair statement of the Company’s financial position, results of operations, and cash flows as of and for the periods presented herein. The Company’s results of operations for the three and nine months ended September 30, 2025 and 2024 may not be indicative of the Company’s future results. These condensed consolidated financial statements are unaudited and should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP.

Use of Estimates in the Preparation of the Condensed Consolidated Financial Statements – The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and judgments that affect the amounts reported herein. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in those estimates.

Recently Adopted and Issued Accounting Pronouncements – In December 2023, the Financial Accounting Standards Board (FASB) issued new guidance that requires enhanced income tax disclosures related to the rate reconciliation, information on income taxes paid and other items. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The standard permits both prospective and

retrospective application. The Company is in the process of evaluating the impact of this new guidance on the disclosures within its Condensed Consolidated Financial Statements.

In November 2024, FASB issued new guidance that requires disclosures about certain significant expense categories including inventory purchases, employee compensation, depreciation, amortization, and selling expenses. The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on the disclosures within its Condensed Consolidated Financial Statements.

In September 2025, FASB issued new guidance which updates the accounting for internal-use software by removing references to software development project stages and adding new criteria to determine when an entity is required to start capitalizing internal-use software costs. The guidance is effective for fiscal years and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its Condensed Consolidated Financial Statements.

2. ACQUISITIONS AND DISPOSITIONS OF BUSINESSES

Acquisitions. On October 21, 2025, the Company’s automotive subsidiary acquired a Honda automotive dealership, including the real property for the dealership operations. In addition to a cash payment and the assumption of $4.9 million in floor plan payables, the automotive subsidiary borrowed $38.7 million under the delayed draw term loan to finance the acquisition (see Note 7). The dealership is operated and managed by an entity affiliated with Christopher J. Ourisman, a member of the Ourisman Automotive Group family of dealerships. This acquisition expands the Company’s automotive business operations and will be included in automotive.

During 2025, the Company acquired two businesses: one in education and one in manufacturing for $19.9 million in cash and the assumption of $107.4 million in net pension obligations. The assets and liabilities of the companies acquired were recorded at their estimated fair values at the date of acquisition.

In July 2025, Hoover acquired 100% of Arconic Architectural Products, LLC, a wholly-owned subsidiary of Arconic Corporation, which manufactures aluminum cladding products and operates within the broader non-residential materials space from its facility in Eastman, GA. A significant portion of the purchase price was funded by the Company’s assumption of certain pension obligations. The acquisition expands Hoover’s product offerings and is included in manufacturing.

In June 2025, Kaplan acquired one small business which is included in its supplemental education division.

During 2024, the Company acquired two small businesses. In January 2024, the Company acquired one small business which is included in other businesses. In May 2024, Kaplan acquired one small business which is included in its international division.

Acquisition-related costs for acquisitions that closed during the first nine months of 2025 were $2.0 million and were expensed as incurred. The aggregate purchase price of the 2025 acquisitions was allocated as follows, based on the acquisition date fair values to the following assets and liabilities:


	Purchase Price Allocation
	Nine Months Ended
(in thousands)	September 30, 2025
Accounts receivable	$	11,641
Inventory	26,004
Property, plant and equipment	14,014
Lease right-of-use assets	2,540
Goodwill	42,777

Amortized intangible assets	41,300
Deferred income taxes	9,716
Other assets	202
Pension liabilities	(107,365)
Other liabilities	(18,423)
Current and noncurrent lease liabilities	(2,540)



Aggregate purchase price, net of cash acquired	$	19,866

The 2025 fair values recorded were based upon preliminary valuations and the estimates and assumptions in such valuations are subject to change within the measurement period (up to one year from the acquisition date). The recording of the amounts of residual goodwill, other intangibles and pension liabilities are not yet finalized. Goodwill

is calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The goodwill recorded due to these acquisitions is attributable to the assembled workforce of the acquired companies and expected synergies. The Company expects to deduct $1.3 million of goodwill for income tax purposes for the acquisitions completed in 2025.

The acquired companies were consolidated into the Company’s financial statements starting on their respective acquisition dates. The Company’s Condensed Consolidated Statement of Operations for the three months ended September 30, 2025 includes aggregate revenues and operating losses for the companies acquired in 2025 of $25.7 million and $1.2 million, respectively. The Company’s Condensed Consolidated Statement of Operations includes aggregate revenues and operating losses of $25.7 million and $1.3 million, respectively, for the nine months ended September 30, 2025. The following unaudited pro forma financial information includes the 2025 acquisitions as if they occurred at the beginning of 2024:


	Three Months Ended September 30				Nine Months Ended September 30
(in thousands)	2025		2024		2025		2024
Operating revenues	$	1,282,805	$	1,231,970	$	3,714,292	$	3,619,085
Net income	129,195		75,236		197,452		180,257

These pro forma results were based on estimates and assumptions, which the Company believes are reasonable, and include the historical results of operations of the acquired companies and adjustments for depreciation and amortization of identified assets and the effect of pre-acquisition transaction related expenses incurred by the Company and the acquired entities. The pro forma information does not include efficiencies, cost reductions and synergies expected to result from the acquisitions. They are not the results that would have been realized had these entities been part of the Company during the periods presented and are not necessarily indicative of the Company’s consolidated results of operations in future periods.

Disposition of Businesses. The Company recently decided to cease operations of the Ourisman Jeep of Bethesda dealership, which was closed in early September 2025.

In April 2025, Kaplan completed the sale of a small business, BridgeU Limited, which was included in Kaplan International.

In the first half of 2025, World of Good Brands (WGB) completed the sale of various websites and related businesses that made up the WGB operations, which were included in other businesses. All remaining WGB operations were substantially shut down by the end of the third quarter of 2025.

In June and September 2024, WGB completed the sales of small businesses. In July 2024, Kaplan completed the sale of a small business, Red Marker, which was included in Kaplan International.

Other Transactions. In July 2025, CSI Pharmacy Holding Company, LLC (CSI) exercised its call option to purchase some of the minority-owned interest of CSI for $1.8 million.

On February 25, 2025, the Company and a group of minority shareholders entered into an agreement to settle a significant portion of the mandatorily redeemable noncontrolling interest related to GHC One LLC (GHC One), including CSI, for a total of $205 million, which consisted of approximately $186.25 million in cash and $18.75 million in Graham Holdings Company Class B common stock.

The settlement agreement resulted in a $66.2 million increase to the mandatorily redeemable noncontrolling interest obligation, which the Company recorded as interest expense in the first quarter of 2025. The remaining mandatorily redeemable noncontrolling interest obligation related to GHC One and GHC Two LLC (GHC Two) was $22.2 million at September 30, 2025, with $8.7 million included in current liabilities due to the expected dissolution of GHC One by March 31, 2026.

In December 2024, the Company acquired some of the minority-owned shares of CSI for a total estimated amount of $2.0 million. The Company paid cash of $0.6 million and entered into a promissory note with the minority owner for the remaining $1.4 million at an interest rate of 5.5% per annum. The note is included in other indebtedness (see Note 7) and is due and payable on January 31, 2026. Following the redemption, the Company owns 87.5% of CSI.

As of September 30, 2025, the Company holds a controlling financial interest in GHC One and GHC Two and therefore includes the assets, liabilities, results of operations and cash flows in its consolidated financial statements. GHC One acquired Clarus during 2019. GHC Two acquired Impact Medical during 2021 and Skin Clique and Surpass in 2022. The Company accounts for the minority ownership of the group of senior managers in GHC One and GHC Two as a mandatorily redeemable noncontrolling interest (see Note 8).

3. INVESTMENTS

Money Market Investments. As of September 30, 2025 and December 31, 2024, the Company had money market investments of $5.6 million and $3.9 million, respectively, that are classified as cash and cash equivalents in the Company’s Condensed Consolidated Balance Sheets.

Investments in Marketable Equity Securities. Investments in marketable equity securities consist of the following:


	As of
	September 30, 2025		December 31, 2024
(in thousands)
Total cost	$	256,897	$	227,153
Gross unrealized gains	760,003		627,760
Gross unrealized losses	(18,107)		(2,479)
Total Fair Value	$	998,793	$	852,434

At September 30, 2025 and December 31, 2024, the Company owned 55,430 shares in Markel Group Inc. (Markel) valued at $105.9 million and $95.7 million, respectively. The Chief Executive Officer of Markel, Mr. Thomas S. Gayner, is a member of the Company’s Board of Directors. As of September 30, 2025, the Company owned 422 Class A and 481,920 Class B shares in Berkshire Hathaway valued at $560.6 million, which exceeded 5% of the Company’s total assets.

The Company purchased $29.8 million of marketable equity securities during the first nine months of 2025. The Company purchased $5.0 million of marketable equity securities during the first nine months of 2024. There were no sales of marketable equity securities during the first nine months of 2025. During the first nine months of 2024, the gross cumulative realized net gains from the sales of marketable equity securities were $19.8 million. The total proceeds from such sales were $23.5 million. The Company donated marketable equity securities in the first nine months of 2025 and 2024, and recorded $0.4 million in gross cumulative realized gains from the donations in each year.

The net gain on marketable equity securities comprised the following:


	Three Months Ended September 30				Nine Months Ended September 30
(in thousands)	2025		2024		2025		2024
Gain on marketable equity securities, net	$	84,768	$	30,496	$	117,026	$	154,276
Less: Net gains in earnings from marketable equity securities sold and donated	(25)		(5,908)		(25)		(6,010)
Net unrealized gains in earnings from marketable equity securities still held at the end of the period	$	84,743	$	24,588	$	117,001	$	148,266

Investments in Affiliates. As of September 30, 2025, the Company’s healthcare subsidiary held investments in several affiliates that Graham Healthcare Group (GHG) actively manages; GHG held a 40% interest in each of the following affiliates: Residential Home Health Illinois, Residential Hospice Illinois, Mary Free Bed at Home, and Allegheny Health Network Healthcare at Home. For the three and nine months ended September 30, 2025, the Company recorded $4.2 million and $12.1 million, respectively, in revenue for services provided to the affiliates of GHG. For the three and nine months ended September 30, 2024, the Company recorded $4.4 million and $12.9 million, respectively, in revenue for services provided to the affiliates of GHG.

In September 2025, the Company invested an additional $29.3 million in Intersection Holdings, LLC (Intersection). Intersection used a portion of the additional investment to settle, in a non-cash exchange, $19.3 million of the outstanding amount owed to the Company on the $30 million term loan extended in April 2023. The outstanding balance on this loan was $5.0 million as of September 30, 2025, which is now repayable by December 2025. Following the additional investment, the Company recognized a gain of $18.6 million in equity earnings and held an approximate 23% interest in Intersection as of September 30, 2025.

As of September 30, 2025, the Company held a 50.4% and 41.4% interest in N2K Networks and Realm, respectively, on a fully diluted basis, and accounts for these investments under the equity method. The Company holds two of the five seats of N2K Networks’ governing board with the other shareholders retaining substantive participation rights to control the financial and operating decisions of N2K Networks through representation on the board. In May 2024, the Company entered into a convertible promissory note agreement to loan N2K Networks $2.0 million. The convertible promissory note bears interest at a rate of 12% per annum and, subject to conversion provisions, all unpaid interest and principal are due by May 2027. In the third quarter of 2024, the Company

recorded an impairment charge of $14.4 million on its investment in N2K Networks as a result of the investee exiting a significant product offering following losses incurred.

The Company had $26.8 million and $38.0 million in its investment account that represents cumulative undistributed income in its investments in affiliates as of September 30, 2025 and December 31, 2024, respectively.

Additionally, Kaplan International Holdings Limited (KIHL) held a 45% interest in a joint venture formed with University of York. KIHL loaned the joint venture £22 million, which is repayable over 25 years at an interest rate of 7% and guaranteed by the University of York. The outstanding balance on this loan was £18.8 million as of September 30, 2025. The loan is repayable by December 2041.

Cost Method Investments. The Company held investments without readily determinable fair values in a number of equity securities that are accounted for as cost method investments, which are recorded at cost, less impairment, and adjusted for observable price changes for identical or similar investments of the same issuer. The carrying value of these investments was $61.1 million and $74.8 million as of September 30, 2025 and December 31, 2024, respectively. During the three and nine months ended September 30, 2025, the Company recorded impairment losses of $1.5 million and $14.2 million, respectively, to equity securities that are accounted for as cost method investments. During the three and nine months ended September 30, 2024, the Company recorded gains of $0.2 million to equity securities that are accounted for as cost method investments based on observable transactions for identical or similar investments of the same issuer. During the nine months ended September 30, 2024, the Company recorded impairment losses of $0.7 million to those equity securities.

4. ACCOUNTS RECEIVABLE, ACCOUNTS PAYABLE, VEHICLE FLOOR PLAN PAYABLE AND ACCRUED LIABILITIES

Accounts receivable consist of the following:


	As of
	September 30, 2025		December 31, 2024
(in thousands)
Receivables from contracts with customers, less estimated credit losses of $24,329 and $23,719	$	494,460	$	477,827
Other receivables	49,535		36,599
	$	543,995	$	514,426

Credit loss expense was $0.8 million and $1.1 million for the three months ended September 30, 2025 and 2024, respectively. Credit loss expense was $2.9 million and $2.7 million for the nine months ended September 30, 2025 and 2024, respectively.

Accounts payable, vehicle floor plan payable and accrued liabilities consist of the following:


	As of
	September 30, 2025		December 31, 2024
(in thousands)
Accounts payable	$	176,512	$	160,384
Vehicle floor plan payable	119,987		147,884
Accrued compensation and related benefits	182,045		172,915
Other accrued liabilities	268,942		231,322
	$	747,486	$	712,505

Cash overdrafts of $1.4 million are included in accounts payable as of September 30, 2025.

The Company finances new, used and service loaner vehicle inventory through standardized floor plan facilities with Truist Bank and Toyota Motor Credit Corporation and Ford Motor Credit Company. At September 30, 2025, the floor plan facilities bore interest at variable rates that are based on Secured Overnight Financing Rate (SOFR) and prime-based interest rates. The weighted average interest rate for the floor plan facilities was 6.2% and 6.8% for the three months ended September 30, 2025 and 2024, respectively. The weighted average interest rate for the floor plan facilities was 6.3% and 6.8% for the nine months ended September 30, 2025 and 2024, respectively. The Company incurred floor plan interest expense of $1.7 million and $2.9 million for the three months ended September 30, 2025 and 2024, respectively, which is included in interest expense in the Condensed Consolidated Statements of Operations. The Company incurred floor plan interest expense of $5.8 million and $8.9 million for the nine months ended September 30, 2025 and 2024, respectively. Changes in the vehicle floor plan payable are reported as cash flows from financing activities in the Condensed Consolidated Statements of Cash Flows.

The floor plan facilities are collateralized by vehicle inventory and other assets of the relevant dealership subsidiary, and contain a number of covenants, including, among others, covenants restricting the dealership subsidiary with

respect to the creation of liens and changes in ownership, officers and key management personnel. The Company was in compliance with all of these restrictive covenants as of September 30, 2025.

The floor plan interest expense related to the vehicle floor plan arrangements is offset by amounts received from manufacturers in the form of floor plan assistance capitalized in inventory and recorded against cost of goods sold in the Condensed Consolidated Statements of Operations when the associated inventory is sold. For the three months ended September 30, 2025 and 2024, the Company recognized a reduction in cost of goods sold of $2.1 million and $2.3 million, respectively, related to manufacturer floor plan assistance. For the nine months ended September 30, 2025 and 2024, the Company recognized a reduction in cost of goods sold of $6.1 million and $6.9 million, respectively, related to manufacturer floor plan assistance.

As of September 30, 2025 and December 31, 2024, the Company had $107.2 million and $133.5 million, respectively, in obligations outstanding related to floor plan facilities associated with new vehicles.

5. INVENTORIES AND CONTRACTS IN PROGRESS

Inventories and contracts in progress consist of the following:


	As of
	September 30, 2025		December 31, 2024
(in thousands)
Raw materials	$	72,521	$	46,058
Work-in-process	11,862		12,685
Finished goods	218,365		234,344
Contracts in progress	3,509		2,721
	$	306,257	$	295,808

6. GOODWILL AND OTHER INTANGIBLE ASSETS

In the second quarter of 2024, as a result of substantial digital advertising revenue declines and continued operating losses at WGB, the Company performed an interim review of the goodwill and intangible assets at the WGB reporting unit. As a result of the impairment review, the Company recorded goodwill and amortized intangible asset impairment charges totaling $26.3 million. The Company estimated the fair value of the reporting unit and amortized intangible asset by utilizing a discounted cash flow model. The carrying value of the reporting unit and amortized intangible asset exceeded their estimated fair values, resulting in goodwill and intangible asset impairment charges for the amount by which the carrying values exceeded their estimated fair values. WGB is included in other businesses.

Amortization of intangible assets for the three months ended September 30, 2025 and 2024, was $9.7 million and $8.4 million, respectively. Amortization of intangible assets for the nine months ended September 30, 2025 and 2024, was $24.8 million and $29.2 million, respectively. Amortization of intangible assets is estimated to be approximately $7 million for the remainder of 2025, $24 million in 2026, $9 million in 2027, $6 million in 2028, $5 million in 2029 and $18 million thereafter.

The changes in the carrying amount of goodwill, by segment, were as follows:


(in thousands)	Education		Television Broadcasting		Manufacturing		Healthcare		Automotive		Other Businesses		Total
Balance as of December 31, 2024
Goodwill	$	1,146,335	$	190,815	$	234,993	$	135,038	$	129,280	$	251,216	$	2,087,677
Accumulated impairment losses	(331,151)		—		(82,062)		—		—		(174,428)		(587,641)
	815,184		190,815		152,931		135,038		129,280		76,788		1,500,036


Acquisitions	1,262		—		41,515		—		—		—		42,777

Dispositions	(1,204)		—		—		—		—		—		(1,204)

Foreign currency exchange rate changes	30,359		—		—		—		—		—		30,359
Balance as of September 30, 2025
Goodwill	1,176,752		190,815		276,508		135,038		129,280		251,216		2,159,609
Accumulated impairment losses	(331,151)		—		(82,062)		—		—		(174,428)		(587,641)
	$	845,601	$	190,815	$	194,446	$	135,038	$	129,280	$	76,788	$	1,571,968

The changes in carrying amount of goodwill at the Company’s education division were as follows:


(in thousands)	Kaplan International		Higher Education		Supplemental Education		Total
Balance as of December 31, 2024
Goodwill	$	580,495	$	174,564	$	391,276	$	1,146,335
Accumulated impairment losses	—		(111,324)		(219,827)		(331,151)
	580,495		63,240		171,449		815,184


Acquisitions	—		—		1,262		1,262

Dispositions	(1,204)		—		—		(1,204)

Foreign currency exchange rate changes	30,302		—		57		30,359
Balance as of September 30, 2025
Goodwill	609,593		174,564		392,595		1,176,752
Accumulated impairment losses	—		(111,324)		(219,827)		(331,151)
	$	609,593	$	63,240	$	172,768	$	845,601

Other intangible assets consist of the following:


		As of September 30, 2025						As of December 31, 2024
(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	$	307,949	$	262,789	$	45,160	$	281,140	$	252,969	$	28,171
Trade names and trademarks	2–10 years	118,747		100,985		17,762		116,081		94,408		21,673
Network affiliation agreements	10 years	17,400		15,152		2,248		17,400		13,848		3,552
Databases and technology	3–6 years	32,357		30,066		2,291		33,290		33,290		—

Other	1–8 years	38,063		36,614		1,449		41,514		38,214		3,300
		$	514,516	$	445,606	$	68,910	$	489,425	$	432,729	$	56,696
Indefinite-Lived Intangible Assets
Franchise agreements		$	91,602					$	92,158
Trade names and trademarks		62,548						60,994
FCC licenses		11,000						11,000

Other		150						171
		$	165,300					$	164,323

7. DEBT

The Company’s borrowings consist of the following:


				As of

(in thousands)	Maturities	Stated Interest Rate	Effective Interest Rate	September 30, 2025		December 31, 2024
Unsecured notes (1)	2026	5.75%	5.75%	$	399,522	$	398,985
Term loan (2)	2027	6.01% - 6.21%	6.26%	134,637		140,099
Revolving credit facility	2027	5.34% - 7.88%	5.86%	67,172		62,836
Real estate term loan (3)	2028	6.03% - 6.10%	6.14%	67,985		70,795
Capital term loan (4)	2028	6.78% - 6.85%	6.89%	52,025		56,770





Other indebtedness	2025 - 2027	5.50% - 8.00%		10,555		18,707
Total Debt				731,896		748,192
Less: current portion				(424,870)		(26,577)
Total Long-Term Debt				$	307,026	$	721,615

____________

(1) The carrying value is net of $0.5 million and $1.0 million of unamortized debt issuance costs as of September 30, 2025 and December 31, 2024, respectively.

(2) The carrying value is net of $0.4 million and $0.5 million of unamortized debt issuance costs as of September 30, 2025 and December 31, 2024, respectively.

(3) The carrying value is net of $0.1 million of unamortized debt issuance costs as of December 31, 2024.

(4) The carrying value is net of $0.5 million and $0.6 million of unamortized debt issuance costs as of September 30, 2025 and December 31, 2024, respectively.

At September 30, 2025 and December 31, 2024, the fair value of the Company’s 5.75% unsecured notes, based on quoted market prices (Level 2 fair value assessment), totaled $399.9 million and $398.9 million, respectively.

The outstanding balance on the Company’s $300 million unsecured revolving credit facility was $67.2 million as of September 30, 2025, consisting of British Pound borrowings of £50 million with interest payable at Daily Sterling Overnight Index Average (SONIA) plus 1.375%.

The fair value of the Company’s other debt, which is based on Level 2 inputs, approximates its carrying value as of September 30, 2025 and December 31, 2024. The Company is in compliance with all financial covenants of the revolving credit facility and term loans as of September 30, 2025.

During the three months ended September 30, 2025 and 2024, the Company had average borrowings outstanding of approximately $856.8 million and $813.5 million, respectively, at average annual interest rates of approximately 6.0% and 6.3%, respectively. During the three months ended September 30, 2025 and 2024, the Company incurred net interest expense of $15.7 million and $23.6 million, respectively.

During the nine months ended September 30, 2025 and 2024, the Company had average borrowings outstanding of approximately $835.2 million and $819.6 million, respectively, at average annual interest rates of approximately 6.0% and 6.4%, respectively. During the nine months ended September 30, 2025 and 2024, the Company incurred net interest expense of $111.3 million and $130.0 million, respectively.

During the three and nine months ended September 30, 2025, the Company recorded interest expense of $0.7 million and $68.3 million, respectively, to adjust the fair value of the mandatorily redeemable noncontrolling interest. During the three and nine months ended September 30, 2024, the Company recorded interest expense of $9.7 million and $85.1 million, respectively, to adjust the fair value of the mandatorily redeemable noncontrolling interest. The fair value of the mandatorily redeemable noncontrolling interest was 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 by reference to either a discounted cash flow or EBITDA multiple, which approximates fair value (Level 3 fair value assessment) (See Note 2 and 8).

On September 26, 2023, the Company’s automotive subsidiary entered into a credit agreement with Truist Bank, which included a $50.0 million delayed draw term loan. On September 24, 2025, the Company executed an amendment to extend the delayed draw term loan availability period to November 10, 2025. The automotive subsidiary did not borrow against the delayed draw term loan as of September 30, 2025; the delayed draw term loan was subsequently utilized to finance the acquisition of a Honda automotive dealership in October 2025 (see Note 2).

8. FAIR VALUE MEASUREMENTS

The Company’s financial assets and liabilities measured at fair value on a recurring basis were as follows:


	As of September 30, 2025
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Money market investments (1)	$	—	$	5,592	$	—	$	5,592
Marketable equity securities (2)	998,793		—		—		998,793
Other current investments (3)	—		6,999		—		6,999

Total Financial Assets	$	998,793	$	12,591	$	—	$	1,011,384
Liabilities

Contingent consideration liabilities (4)	$	—	$	—	$	1,451	$	1,451
Interest rate swaps (5)	—		2,413		—		2,413
Mandatorily redeemable noncontrolling interest (6)	—		—		22,187		22,187
Total Financial Liabilities	$	—	$	2,413	$	23,638	$	26,051


	As of December 31, 2024
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Money market investments (1)	$	—	$	3,908	$	—	$	3,908
Marketable equity securities (2)	852,434		—		—		852,434
Other current investments (3)	—		6,309		—		6,309

Foreign exchange swap (7)	—		710		—		710
Total Financial Assets	$	852,434	$	10,927	$	—	$	863,361
Liabilities

Contingent consideration liabilities (4)	$	—	$	—	$	1,419	$	1,419
Interest rate swaps (5)	—		1,419		—		1,419

Mandatorily redeemable noncontrolling interest (6)	—		—		159,548		159,548
Total Financial Liabilities	$	—	$	1,419	$	160,967	$	162,386

____________


(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 mutual funds, which 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.
(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 Other current assets and valued based on a valuation model that calculates the differential between the contract price and the market-based forward rate.

The following tables provide a reconciliation of changes in the Company’s financial liabilities measured at fair value on a recurring basis, using Level 3 inputs:


(in thousands)	Contingent consideration liabilities		Mandatorily redeemable noncontrolling interest
As of December 31, 2024	$	1,419	$	159,548

Changes in fair value (1)	—		68,278
Capital contributions	—		80
Accretion of value included in net income (1)	163		—
Settlements or distributions	(317)		(205,719)
Foreign currency exchange rate changes	186		—
As of September 30, 2025	$	1,451	$	22,187


(in thousands)	Contingent consideration liabilities		Mandatorily redeemable noncontrolling interest
As of December 31, 2023	$	788	$	40,764
Acquisition of business	1,293		—
Changes in fair value (1)	(75)		85,145
Capital contributions	—		128
Accretion of value included in net income (1)	106		—
Settlements or distributions	(719)		(561)
Foreign currency exchange rate changes	42		—
As of September 30, 2024	$	1,435	$	125,476

____________


(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.

Mandatorily Redeemable Noncontrolling Interest. The mandatorily redeemable noncontrolling interest represents the ownership portion of a group of minority shareholders, consisting of a group of senior managers of the healthcare business, in subsidiaries of GHG. The Company established GHC One and GHC Two as vehicles to invest in a portfolio of healthcare businesses together with the group of senior managers of GHG. As the holder of preferred units, the Company is obligated to contribute 95% of the capital required for the acquisition of portfolio investments with the remaining 5% of the capital coming from the group of senior managers. The operating agreements of GHC One and GHC Two require the dissolution of the entities on March 31, 2026, and March 31, 2029, respectively, at which time the net assets will be distributed to its members. As a preferred unit holder, the Company will receive an amount up to its contributed capital plus a preferred annual return of 8% (guaranteed return) after the group of senior managers has received the redemption of their 5% interest in net assets (manager return). All distributions in excess of the manager and guaranteed return will be paid to common unit holders, which currently comprise the group of senior managers of GHG. The Company may convert its preferred units to common units at any time after which it will receive 80% of all distributions in excess of the manager return, with the remaining 20% of excess distributions going to the group of senior managers as holders of the other common units. The mandatorily redeemable noncontrolling interest is reported as a current and noncurrent liability at September 30, 2025 and a noncurrent liability at December 31, 2024 in the Condensed Consolidated Balance Sheets.

Other. During the three and nine months ended September 30, 2025, the Company recorded intangible and other long-lived asset impairment charges of $2.2 million. During the nine months ended September 30, 2024, the Company recorded goodwill and intangible asset impairment charges of $26.3 million. The remeasurement of goodwill and other long-lived assets is classified as a Level 3 fair value assessment due to the significance of unobservable inputs developed in the determination of the fair value. The Company used a discounted cash flow model to determine the estimated fair value of the reporting unit and other long-lived assets. The Company made estimates and assumptions regarding future cash flows, discount rates and long-term growth rates.

During the three and nine months ended September 30, 2025, the Company recorded impairment losses of $1.5 million and $14.2 million, respectively, to equity securities that are accounted for as cost method investments. During the three and nine months ended September 30, 2024, the Company recorded gains of $0.2 million to equity securities that are accounted for as cost method investments based on observable transactions for identical or similar investments of the same issuer. During the nine months ended September 30, 2024, the Company recorded impairment losses of $0.7 million to equity securities that are accounted for as cost method investments.

During the three and nine months ended September 30, 2024, the Company recorded an impairment charge of $14.4 million on one of its investments in affiliates (see Note 3). The Company used a market approach to determine the estimated fair value of its investment in the affiliate.

9. REVENUE FROM CONTRACTS WITH CUSTOMERS

The Company generated 79% and 78% of its revenue from U.S. domestic sales for the three and nine months ended September 30, 2025, respectively. The remaining 21% and 22% of revenue was generated from non-U.S. sales for the three and nine months ended September 30, 2025. For the three and nine months ended September 30, 2024, 80% and 78% of revenue, respectively, was from U.S. domestic sales and the remaining 20% and 22% of revenue was generated from non-U.S. sales.

For the three and nine months ended September 30, 2025, the Company recognized 51% and 53%, respectively, of its revenue over time as control of the services and goods transferred to the customer, and the remaining 49% and 47% at a point in time, when the customer obtained control of the promised goods. For the three and nine months ended September 30, 2024, the Company recognized 54% of its revenue over time, and the remaining 46% at a point in time.

Contract Assets. As of September 30, 2025, the Company recognized a contract asset of $31.2 million related to a contract at a Kaplan International business, which is included in Deferred Charges and Other Assets. The Company expects to recognize an additional $244.4 million related to the remaining performance obligation in the contract over the next four years. As of December 31, 2024, the contract asset was $36.6 million, of which $1.9 million was included in Other current assets and $34.7 million was included in Deferred Charges and Other Assets. Additional contract assets of $3.0 million and $3.1 million are included in Other current assets on the Company’s Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024, respectively.

Deferred Revenue. The Company records deferred revenue when cash payments are received or due in advance of the Company’s performance which includes some payments that are refundable due to the contractual right of the customer to cancel the agreement. As of September 30, 2025 and December 31, 2024, 18% and 19%, respectively, of the Company’s deferred revenue consisted of prepaid amounts which are refundable. The following table presents the change in the Company’s deferred revenue balance:


	As of
	September 30, 2025		December 31, 2024		%
(in thousands)					Change
Deferred revenue	$	432,335	$	397,435	9

The majority of the change in the deferred revenue balance is related to increases within the Kaplan International and Supplemental Education divisions due to the cyclical nature of services. During the nine months ended September 30, 2025, the Company recognized $329.8 million related to the Company’s deferred revenue balance as of December 31, 2024, including $49.3 million of prepaid amounts which were refundable at the prior year-end.

Revenue allocated to remaining performance obligations represents deferred revenue amounts that will be recognized as revenue in future periods. As of September 30, 2025, the deferred revenue balance related to certain medical and nursing qualifications with an original contract length greater than twelve months at Kaplan Supplemental Education was $6.8 million. Kaplan Supplemental Education expects to recognize 65% of this revenue over the next twelve months and the remainder thereafter.

Costs to Obtain a Contract. The following table presents changes in the Company’s costs to obtain a contract asset:


(in thousands)	Balance at Beginning of Period		Costs associated with new contracts		Less: Costs amortized during the period		Other		Balance at End of Period
2025	$	42,121	$	84,293	$	(72,775)	$	2,113	$	55,752

The majority of other activity was related to currency translation adjustments for the nine months ended September 30, 2025.

10. EARNINGS PER SHARE

The Company’s unvested restricted stock awards contain nonforfeitable rights to dividends and, therefore, are considered participating securities for purposes of computing earnings per share pursuant to the two-class method. The diluted earnings per share computed under the two-class method is lower than the diluted earnings per share computed under the treasury stock method, resulting in the presentation of the lower amount in diluted earnings per

share. The computation of the earnings per share under the two-class method excludes the income attributable to the unvested restricted stock awards from the numerator and excludes the dilutive impact of those underlying shares from the denominator.

The following reflects the Company’s net income and share data used in the basic and diluted earnings per share computations using the two-class method:


	Three Months Ended September 30						Nine Months Ended September 30
(in thousands, except per share amounts)	2025			2024			2025			2024
Numerator:
Numerator for basic earnings per share:
Net income attributable to Graham Holdings Company common stockholders	$	122,925		$	72,503		$	183,568		$	175,843
Less: Dividends paid-common stock outstanding and unvested restricted shares	(7,852)			(7,444)			(31,360)			(30,370)
Undistributed earnings	115,073			65,059			152,208			145,473
Percent allocated to common stockholders	99.39		%	99.31		%	99.39		%	99.31		%
	114,372			64,612			151,280			144,473
Add: Dividends paid-common stock outstanding	7,803			7,392			31,168			30,164
Numerator for basic earnings per share	$	122,175		$	72,004		$	182,448		$	174,637
Add: Additional undistributed earnings due to dilutive stock options	7			3			8			6
Numerator for diluted earnings per share	$	122,182		$	72,007		$	182,456		$	174,643
Denominator:
Denominator for basic earnings per share:
Weighted average shares outstanding	4,334			4,352			4,329			4,395
Add: Effect of dilutive stock options	44			32			41			28
Denominator for diluted earnings per share	4,378			4,384			4,370			4,423
Graham Holdings Company Common Stockholders:
Basic earnings per share	$	28.19		$	16.54		$	42.15		$	39.74
Diluted earnings per share	$	27.91		$	16.42		$	41.75		$	39.49

____________

Earnings per share amounts may not recalculate due to rounding.

Diluted earnings per share excludes the following weighted average potential common shares, as the effect would be antidilutive, as computed under the treasury stock method:


	Three Months Ended September 30		Nine Months Ended September 30
(in thousands)	2025	2024	2025	2024
Weighted average restricted stock	16	21	14	20

The diluted earnings per share amounts for the three and nine months ended September 30, 2025 excludes the effect of 1,000 contingently issuable shares outstanding as their inclusion would have been antidilutive due to a market condition. The diluted earnings per share amounts for the three and nine months ended September 30, 2024 exclude the effect of 27,742 stock options and contingently issuable shares outstanding as their inclusion would have been antidilutive due to a market condition.

In the three and nine months ended September 30, 2025, the Company declared regular dividends totaling $1.80 and $7.20 per common share, respectively. In the three and nine months ended September 30, 2024, the Company declared regular dividends totaling $1.72 and $6.88 per common share, respectively.

11. PENSION AND POSTRETIREMENT PLANS

Defined Benefit Plans. The total benefit arising from the Company’s defined benefit pension plans consists of the following components:


	Three Months Ended September 30				Nine Months Ended September 30
(in thousands)	2025		2024		2025		2024
Service cost	$	11,772	$	14,761	$	35,663	$	42,866
Interest cost	8,012		11,220		21,389		33,660
Expected return on assets	(41,915)		(41,487)		(125,767)		(124,416)
Amortization of prior service credit	(520)		(487)		(1,560)		(1,463)
Recognized actuarial gain	—		(11,891)		—		(35,672)
Net Periodic Benefit	(22,651)		(27,884)		(70,275)		(85,025)


Special separation benefit expense	2,546		3,665		9,185		20,493
Total Benefit	$	(20,105)	$	(24,219)	$	(61,090)	$	(64,532)

In the third quarter of 2025, the Company recorded $2.5 million in expenses related to Separation Incentive Programs (SIPs) for certain Kaplan, Graham Media Group (GMG), Joyce, Society6, Saatchi Art, Code3 and Corporate employees. In the second quarter of 2025, the Company recorded $6.0 million in expenses related to SIPs for certain Kaplan, GMG, WGB, Saatchi Art, Society6, Code3 and Decile employees. In the first quarter of 2025, the Company recorded $0.6 million in expenses related to a SIP for certain WGB employees. These SIPs were funded from the assets of the Company’s pension plans.

In the third quarter of 2024, the Company recorded $3.7 million in expenses related to SIPs for certain Kaplan, Dekko, WGB, Saatchi Art, Society6, Slate and Decile employees. In the second quarter of 2024, the Company recorded $14.8 million in expenses related to a Voluntary Retirement Incentive Program (VRIP) for certain GMG and Corporate employees. Also in the second quarter of 2024, the Company recorded $1.6 million in expenses related to SIPs for certain Framebridge and Code3 employees. In the first quarter of 2024, the Company recorded $0.4 million in expenses related to a SIP for certain Framebridge employees. These VRIPs and SIPs were funded from the assets of the Company’s pension plans.

The total cost arising from the Company’s Supplemental Executive Retirement Plan (SERP) consists of the following components:


	Three Months Ended September 30				Nine Months Ended September 30
(in thousands)	2025		2024		2025		2024
Service cost	$	239	$	287	$	716	$	862
Interest cost	1,198		1,128		3,592		3,385


Net Periodic Cost	$	1,437	$	1,415	$	4,308	$	4,247

Defined Benefit Plan Assets. The Company’s defined benefit pension obligations are funded by a portfolio made up of private investment funds and a relatively small number of stocks and high-quality fixed-income securities that are held by a third-party trustee. The assets of the Company’s pension plans were allocated as follows:


	As of
	September 30, 2025		December 31, 2024

U.S. equities	60	%	64	%
Private investment funds	18	%	19	%
International equities	17	%	12	%
U.S. fixed income	5	%	5	%

	100	%	100	%

The Company manages approximately 42% of the pension assets internally, of which the majority is invested in Berkshire Hathaway stock, with the remaining investments in private investment funds, Markel stock, and short-term fixed-income securities. The remaining 58% of plan assets are managed by two investment companies. The goal of the investment managers is to produce moderate long-term growth in the value of these assets, while protecting them against large decreases in value. Both investment managers may invest in a combination of equity and fixed-income securities and cash. The managers are not permitted to invest in securities of the Company or in alternative investments. One investment manager cannot invest more than 15% of the assets at the time of purchase in each of the stocks of Alphabet and Berkshire Hathaway, and no more than 50% of the assets it manages in specified international exchanges at the time the investment is made. The other investment manager cannot invest more than

20% of the assets at the time of purchase in the stock of Berkshire Hathaway and no more than 15% of the assets it manages in specified international exchanges at the time the investment is made. Excluding the exceptions noted above, the investment managers cannot invest more than 10% of the assets in the securities of any other single issuer, except for obligations of the U.S. Government, without receiving prior approval from the Plan administrator.

In determining the expected rate of return on plan assets, the Company considers the relative weighting of plan assets, the historical performance of total plan assets and individual asset classes and economic and other indicators of future performance. In addition, the Company may consult with and consider the input of financial and other professionals in developing appropriate return benchmarks.

The Company evaluated its defined benefit pension plan asset portfolio for the existence of significant concentrations (defined as greater than 10% of plan assets) of credit risk as of September 30, 2025. Types of concentrations that were evaluated include, but are not limited to, investment concentrations in a single entity, type of industry, foreign country and individual fund. At September 30, 2025, the pension plan held investments in one common stock and one private investment fund that exceeded 10% of total plan assets, valued at $1,283.9 million, or approximately 38% of total plan assets. At December 31, 2024, the pension plan held investments in one common stock and one private investment fund that exceeded 10% of total plan assets, valued at $1,178.5 million, or approximately 40% of total plan assets. Assets also included $110.9 million and $100.1 million of Markel shares at September 30, 2025 and December 31, 2024, respectively.

Other Postretirement Plans. The total benefit arising from the Company’s other postretirement plans consists of the following components:


	Three Months Ended September 30				Nine Months Ended September 30
(in thousands)	2025		2024		2025		2024

Interest cost	$	10	$	14	$	32	$	42

Recognized actuarial gain	(378)		(469)		(1,137)		(1,408)
Net Periodic Benefit	$	(368)	$	(455)	$	(1,105)	$	(1,366)

12. OTHER NON-OPERATING INCOME (EXPENSE)

A summary of non-operating income (expense) is as follows:


	Three Months Ended September 30				Nine Months Ended September 30
(in thousands)	2025		2024		2025		2024
Impairment of cost method investments	$	(1,486)	$	—	$	(14,165)	$	(744)
Foreign currency gain (loss), net	1,147		(4,559)		(7,707)		(5,642)
Gain on sale of businesses	—		3,763		371		8,121

Gain on cost method investments	—		191		—		191
Gain on sale of investment in affiliate	—		—		—		15



Other gain, net	346		140		987		1,032
Total Other Non-Operating Income (Expense)	$	7	$	(465)	$	(20,514)	$	2,973

The gain on cost method investments results from observable price changes in the fair value of the underlying equity securities accounted for under the cost method (see Notes 3 and 8).

During the nine months ended September 30, 2024, the Company recorded contingent consideration gains of $0.9 million related to the disposition of Kaplan University (KU) in 2018.

In the third quarter of 2024, the Company recorded a $3.7 million gain related to Kaplan’s sale of a small business (see Note 2).

In the second quarter of 2024, the Company recorded a $3.5 million gain related to the sale of a small business by WGB, which included five websites (see Note 2).

13. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The other comprehensive income (loss) consists of the following components:


	Three Months Ended September 30
	2025						2024
	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	$	(8,227)	$	—	$	(8,227)	$	31,469	$	—	$	31,469
Adjustment for sale of a business with foreign operations	—		—		—		(765)		—		(765)
	(8,227)		—		(8,227)		30,704		—		30,704
Pension and other postretirement plans:
Amortization of net prior service credit included in net income	(520)		133		(387)		(487)		124		(363)
Amortization of net actuarial gain included in net income	(378)		96		(282)		(12,360)		3,164		(9,196)



	(898)		229		(669)		(12,847)		3,288		(9,559)
Cash flow hedges:
Gain (loss) for the period	64		(17)		47		(1,975)		515		(1,460)
Other Comprehensive (Loss) Income	$	(9,061)	$	212	$	(8,849)	$	15,882	$	3,803	$	19,685


	Nine Months Ended September 30
	2025						2024
	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	$	38,323	$	—	$	38,323	$	21,702	$	—	$	21,702
Adjustment for sales of businesses with foreign operations	646		—		646		(765)		—		(765)
	38,969		—		38,969		20,937		—		20,937
Pension and other postretirement plans:
Amortization of net prior service credit included in net income	(1,560)		399		(1,161)		(1,463)		374		(1,089)
Amortization of net actuarial gain included in net income	(1,137)		291		(846)		(37,080)		9,493		(27,587)


	(2,697)		690		(2,007)		(38,543)		9,867		(28,676)
Cash flow hedges:
Loss for the period	(979)		254		(725)		(518)		135		(383)
Other Comprehensive Income (Loss)	$	35,293	$	944	$	36,237	$	(18,124)	$	10,002	$	(8,122)

The accumulated balances related to each component of other comprehensive income (loss) are as follows:


(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, 2024	$	(58,044)	$	393,949	$	(1,108)	$	334,797

Other comprehensive income (loss) before reclassifications	38,323		—		(907)		37,416
Net amount reclassified from accumulated other comprehensive income (loss)	646		(2,007)		182		(1,179)
Net other comprehensive income (loss)	38,969		(2,007)		(725)		36,237
Balance as of September 30, 2025	$	(19,075)	$	391,942	$	(1,833)	$	371,034

The amounts and line items of reclassifications out of Accumulated Other Comprehensive Income (Loss) are as follows:


	Three Months Ended September 30				Nine Months Ended September 30				Affected Line Item in the Condensed Consolidated Statements of Operations

(in thousands)	2025		2024		2025		2024
Foreign Currency Translation Adjustments:
Adjustment for sales of businesses with foreign operations	$	—	$	(765)	$	646	$	(765)	Other income (expense), net

Pension and Other Postretirement Plans:
Amortization of net prior service credit	(520)		(487)		(1,560)		(1,463)		(1)
Amortization of net actuarial gain	(378)		(12,360)		(1,137)		(37,080)		(1)

	(898)		(12,847)		(2,697)		(38,543)		Before tax
	229		3,288		690		9,867		Provision for Income Taxes
	(669)		(9,559)		(2,007)		(28,676)		Net of Tax

Cash Flow Hedges	61		(116)		182		(361)		Interest expense


Total reclassification for the period	$	(608)	$	(10,440)	$	(1,179)	$	(29,802)	Net of Tax

____________

(1) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension and postretirement plan cost (see Note 11) and are included in non-operating pension and postretirement benefit income in the Company’s Condensed Consolidated Statements of Operations.

14. CONTINGENCIES

Litigation, Legal and Other Matters. The Company and its subsidiaries are subject to complaints and administrative proceedings and are defendants in various civil lawsuits that have arisen in the ordinary course of their businesses, including contract disputes; actions alleging negligence, libel, defamation and invasion of privacy; trademark, copyright and patent infringement; real estate lease and sublease disputes; violations of employment laws and applicable wage and hour laws; and statutory or common law claims involving current and former students and employees. Although the outcomes of the legal claims and proceedings against the Company cannot be predicted with certainty, based on currently available information, management believes that there are no existing claims or proceedings that are likely to have a material effect on the Company’s business, financial condition, results of operations or cash flows. However, based on currently available information, management believes it is reasonably possible that future losses from existing and threatened legal, regulatory and other proceedings in excess of the amounts recorded could reach approximately $10 million.

15. BUSINESS SEGMENTS

The Company has seven reportable segments: Kaplan International, Kaplan Higher Education, Kaplan Supplemental Education, Television Broadcasting, Manufacturing, Healthcare and Automotive.

As of September 30, 2025, Kaplan had a total outstanding accounts receivable balance of $75.7 million from Purdue Global related to amounts due for reimbursements for services, fees earned and a deferred fee. Included in this total, Kaplan has a $15.1 million long-term receivable balance and a $4.7 million short-term receivable balance due from Purdue Global at September 30, 2025, related to the advance of $20.0 million during the initial KU Transaction.

Company information broken down by operating segment and education division:


	Three Months Ended September 30, 2025
(in thousands)	Education		Television Broadcasting		Manufacturing		Healthcare		Automotive		Total Segments
Operating Revenues	$	472,662	$	105,087	$	124,257	$	208,415	$	285,228	$	1,195,649
Reconciliation of Revenue
Other Businesses and Corporate Office Revenues (1)											83,835
Intersegment Elimination											(625)
Total Consolidated Revenues											$	1,278,859

Less: Significant Expenses (2)
Cost of Revenue (3)	187,485				88,082		130,564		243,239		649,370
Payroll and Fringe Benefits Expense (4)	122,056		26,218						20,233		168,507
Occupancy Expense	26,486								1,978		28,464
Advertising and Marketing Expense	18,465										18,465
Networking and Programming Expense			30,943								30,943
Management Services (5)									2,075		2,075
Other Segment Items (6)	56,311		15,720		20,953		51,431		9,118		153,533
EBITDAP	$	61,859	$	32,206	$	15,222	$	26,420	$	8,585	$	144,292

Pension Service Cost	4,318		1,475		866		2,496		(1)		9,154
Depreciation Expense	7,085		2,597		3,219		1,837		1,718		16,456

Income from Operations before Amortization of Intangible Assets and Impairment of Intangible and Other Long-Lived Assets	$	50,456	$	28,134	$	11,137	$	22,087	$	6,868	$	118,682

Other Businesses (7)											(21,949)
Corporate Costs											(17,670)
Amortization of Intangible Assets											(9,692)
Impairment of Intangible and Other Long-Lived Assets											(2,235)
Income from Operations											$	67,136
Equity in Earnings of Affiliates, Net											15,780
Interest Expense, Net											(15,700)
Non-Operating Pension and Postretirement Benefit Income, Net											31,047
Gain on Marketable Equity Securities, Net											84,768
Other Income, Net											7
Income Before Income Taxes											$	183,038

Capital Expenditures	$	3,624	$	1,288	$	1,591	$	5,138	$	2,179	$	13,820
Reconciliation of Capital Expenditures
Other Businesses and Corporate Office Capital Expenditures (8)											6,356
Total Capital Expenditures											$	20,176


(1)	Revenue from segments below the quantitative thresholds is attributable to Other Businesses and the Corporate Office, as described above. None of these operating segments meet the quantitative thresholds for determining reportable segments.
(2)	The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker (CODM).
(3)	Cost of revenue reflects the amounts reported and provided to the CODM and does not necessarily reconcile to the Company's Consolidated Statement of Operations or align across reportable segments. Cost of revenue excludes charges related to depreciation, which is shown separately above.
(4)	Excludes pension service cost, which is shown separately above. Excludes any payroll and related benefits costs captured in cost of revenue.
(5)	Management and operating services provided by Christopher J. Ourisman and his team of industry professionals.
(6)	Other segment items for each reportable segment include:
	(a)	Education (includes Kaplan International, Kaplan Higher Education and Kaplan Supplemental Education) - training and employment expense, travel meals and entertainment expense, operating fees and other general and administrative (G&A) expenses.
	(b)	Television Broadcasting - other broadcast expenses, facilities expenses, third-party commission costs and other selling, general and administrative (SG&A) expenses.
	(c)	Manufacturing - payroll and fringe benefits expense (SG&A) and other SG&A expenses.
	(d)	Healthcare - indirect costs (e.g. payroll and benefits expenses, general and administrative expenses) and other SG&A expenses.
	(e)	Automotive - advertising and marketing expense and other G&A expenses.
(7)	Profit or loss from operating segments below the quantitative thresholds attributable to Other Businesses as described above. These operating segments did not meet any of the quantitative thresholds for determining reportable segments.
(8)	Capital Expenditures from operating segments below the quantitative thresholds are attributable to Other Businesses and the Corporate Office, as described above. None of these operating segments meet the quantitative thresholds for determining reportable segments.

The Company’s education division comprises the following operating segments:


	Three Months Ended September 30, 2025
(in thousands)	Kaplan International		Higher Education		Supplemental Education		Kaplan Corporate and Other		Intersegment Elimination		Total Education
Operating Revenues	$	294,292	$	92,162	$	86,679	$	280	$	(751)	$	472,662

Less: Significant Expenses (1)
Cost of Revenue (2)	106,644		67,237		14,293				(689)		187,485
Payroll and Fringe Benefits Expense (3)	74,935		5,881		34,892		6,390		(42)		122,056
Occupancy Expense	25,772		183		213		328		(10)		26,486
Advertising and Marketing Expense	7,933		1,733		8,729		70				18,465
Other Segment Items (4)	43,901		282		10,952		1,224		(48)		56,311
EBITDAP	$	35,107	$	16,846	$	17,600	$	(7,732)	$	38	$	61,859

Pension Service Cost	142		1,849		1,929		398				4,318
Depreciation Expense	6,072		314		692		7				7,085

Income (Loss) from Operations before Amortization of Intangible Assets	$	28,893	$	14,683	$	14,979	$	(8,137)	$	38	$	50,456

Capital Expenditures	$	2,470	$	163	$	975	$	16			$	3,624


(1)	The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
(2)	Cost of revenue reflects the amounts reported and provided to the CODM and does not necessarily reconcile to the Company's Consolidated Statement of Operations or align across reportable segments. Cost of revenue excludes charges related to depreciation, which is shown separately above.
(3)	Excludes pension service cost, which is shown separately above. Excludes any payroll and related benefits costs captured in cost of revenue.
(4)	Other segment items for each reportable segment include:
	(a)	Kaplan international - travel meals and entertainment expense, training and employment expense, operating fees and other G&A expenses.
	(b)	Higher education - training and employment expense, operating fees and other G&A expenses.
	(c)	Supplemental education - training and employment expense, operating fees and other G&A expenses.

Company information broken down by operating segment and education division:


	Three Months Ended September 30, 2024
(in thousands)	Education		Television Broadcasting		Manufacturing		Healthcare		Automotive		Total Segments
Operating Revenues	$	438,090	$	145,422	$	95,385	$	155,413	$	289,392	$	1,123,702
Reconciliation of Revenue
Other Businesses and Corporate Office Revenues (1)											84,040
Intersegment Elimination											(580)
Total Consolidated Revenues											$	1,207,162

Less: Significant Expenses (2)
Cost of Revenue (3)	167,492				69,725		87,103		245,512		569,832
Payroll and Fringe Benefits Expense (4)	120,144		27,886						20,542		168,572
Occupancy Expense	27,775								1,930		29,705
Advertising and Marketing Expense	17,163										17,163
Networking and Programming Expense			31,465								31,465
Management Services (5)									2,018		2,018
Other Segment Items (6)	55,184		18,513		14,750		47,333		8,518		144,298
EBITDAP	$	50,332	$	67,558	$	10,910	$	20,977	$	10,872	$	160,649

Pension Service Cost	4,445		1,528		978		4,804		29		11,784
Depreciation Expense	8,576		2,756		2,818		1,754		1,774		17,678

Income from Operations before Amortization of Intangible Assets	$	37,311	$	63,274	$	7,114	$	14,419	$	9,069	$	131,187

Other Businesses (7)											(27,073)
Corporate Costs											(14,081)
Amortization of Intangible Assets											(8,385)

Income from Operations											$	81,648
Equity in Losses of Affiliates, Net											(13,361)
Interest Expense, Net											(23,619)
Non-Operating Pension and Postretirement Benefit Income, Net											38,307
Gain on Marketable Equity Securities, Net											30,496
Other (Expense) Income, Net											(465)
Loss Before Income Taxes											$	113,006

Capital Expenditures	$	5,811	$	982	$	3,817	$	4,016	$	724	$	15,350
Reconciliation of Capital Expenditures
Other Businesses and Corporate Office Capital Expenditures (8)											8,421
Total Capital Expenditures											$	23,771


(1)	Revenue from segments below the quantitative thresholds is attributable to Other Businesses and the Corporate Office, as described above. None of these operating segments meet the quantitative thresholds for determining reportable segments.
(2)	The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
(3)	Cost of revenue reflects the amounts reported and provided to the CODM and does not necessarily reconcile to the Company's Consolidated Statement of Operations or align across reportable segments. Cost of revenue excludes charges related to depreciation, which is shown separately above.
(4)	Excludes pension service cost, which is shown separately above. Excludes any payroll and related benefits costs captured in cost of revenue.
(5)	Management and operating services provided by Christopher J. Ourisman and his team of industry professionals.
(6)	Other segment items for each reportable segment include:
	(a)	Education (includes Kaplan International, Kaplan Higher Education and Kaplan Supplemental Education) - training and employment expense, travel meals and entertainment expense, operating fees and other G&A expenses.
	(b)	Television Broadcasting - other broadcast expenses, facilities expenses, third-party commission costs and other SG&A expenses.
	(c)	Manufacturing - payroll and fringe benefits expense (SG&A) and other SG&A expenses.
	(d)	Healthcare - indirect costs (e.g. payroll and benefits expenses, general and administrative expenses) and other SG&A expenses.
	(e)	Automotive - advertising and marketing expense and other G&A expenses.
(7)	Profit or loss from operating segments below the quantitative thresholds attributable to Other Businesses as described above. These operating segments did not meet any of the quantitative thresholds for determining reportable segments.
(8)	Capital Expenditures from operating segments below the quantitative thresholds are attributable to Other Businesses and the Corporate Office, as described above. None of these operating segments meet the quantitative thresholds for determining reportable segments.

The Company’s education division comprises the following operating segments:


	Three Months Ended September 30, 2024
(in thousands)	Kaplan International		Higher Education		Supplemental Education		Kaplan Corporate and Other		Intersegment Elimination		Total Education
Operating Revenues	$	277,009	$	85,655	$	76,134	$	158	$	(866)	$	438,090

Less: Significant Expenses (1)
Cost of Revenue (2)	90,426		65,111		12,821				(866)		167,492
Payroll and Fringe Benefits Expense (3)	75,544		4,305		31,399		8,896				120,144
Occupancy Expense	26,875		155		675		70				27,775
Advertising and Marketing Expense	7,521		2,065		7,486		91				17,163
Other Segment Items (4)	43,705		142		9,828		1,428		81		55,184
EBITDAP	$	32,938	$	13,877	$	13,925	$	(10,327)	$	(81)	$	50,332

Pension Service Cost	198		1,903		1,962		382				4,445
Depreciation Expense	7,202		589		777		8				8,576

Income (Loss) from Operations before Amortization of Intangible Assets	$	25,538	$	11,385	$	11,186	$	(10,717)	$	(81)	$	37,311

Capital Expenditures	$	4,734	$	535	$	542	$	—			$	5,811


(1)	The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
(2)	Cost of revenue reflects the amounts reported and provided to the CODM and does not necessarily reconcile to the Company's Consolidated Statement of Operations or align across reportable segments. Cost of revenue excludes charges related to depreciation, which is shown separately above.
(3)	Excludes pension service cost, which is shown separately above. Excludes any payroll and related benefits costs captured in cost of revenue.
(4)	Other segment items for each reportable segment include:
	(a)	Kaplan international - travel meals and entertainment expense, training and employment expense, operating fees and other G&A expenses.
	(b)	Higher education - training and employment expense, operating fees and other G&A expenses.
	(c)	Supplemental education - training and employment expense, operating fees and other G&A expenses.

Company information broken down by operating segment and education division:


	Nine Months Ended September 30, 2025
(in thousands)	Education		Television Broadcasting		Manufacturing		Healthcare		Automotive		Total Segments
Operating Revenues	$	1,334,206	$	314,625	$	318,480	$	584,375	$	851,791	$	3,403,477
Reconciliation of Revenue

Graham Holdings Co 10-Q