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United States securities and exchange commission logo
September 11, 2020
Wallace Cooney
Chief Financial Officer
Graham Holdings Company
1300 North 17th Street
Arlington, VA 22209
Re: Graham Holdings
Company
Form 10-K for the
Fiscal Year Ended December 31, 2019
Filed February 26,
2020
Form 10-Q for the
Period Ended June 30, 2020
Filed August 5,
2020
File No. 1-6714
Dear Mr. Cooney:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2019
Notes to Consolidated Financial Statements
19. Business Segments, page 110
1. We note you evaluate
segment performance based on operating income before
amortization of
intangible assets and impairment of goodwill and other long-lived assets.
We were not able to
locate disclosure of this measure. Please explain how you considered
the guidance in ASC
280-10-50-22 and 50-27. See also Compliance and Disclosure
Interpretations on
Non-GAAP Financial Measures, Question 104.02.
Wallace Cooney
FirstName LastNameWallace
Graham Holdings Company Cooney
Comapany 11,
September NameGraham
2020 Holdings Company
September
Page 2 11, 2020 Page 2
FirstName LastName
Form 10-Q for the Period Ended June 30, 2020
Notes to Condensed Consolidated Financial Statements
6. Goodwill and Other Intangible Assets, page 11
2. We note as a result of the uncertainty and challenging operating
environment created by
the COVID-19 pandemic you completed an interim impairment review of
the goodwill
and other long-lived assets of the Clydes Restaurant Group and your
automotive
dealership reporting units. We note the pandemic also adversely
impacted your
Education, Television Broadcasting, Manufacturing, and Socialcode
divisions and there
has been a substantial decline in your market capitalization.
Furthermore, you disclose
you expect the results for most of your divisions will continue to be
adversely impacted by
the pandemic for the remainder of 2020. Please explain why an interim
impairment review
was not triggered for your other reporting units. Reference is made to
ASC 350-20-35-3
and 35-30 and ASC 350-30-35-18.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Scott Stringer at 202-551-3272 or Donna Di Silvio at
202-551-
3202 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services