SEC Filing | Graham Holdings Company

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ghc-20240731

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported) July 31, 2024

GRAHAM HOLDINGS COMPANY

(Exact name of registrant as specified in its charter)

Delaware

001-06714

53-0182885

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1300 North 17th Street, Arlington, Virginia

22209

(Address of principal executive offices)

(Zip Code)

(703) 345-6300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol	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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On July 31, 2024, Graham Holdings Company issued a press release announcing the Company’s earnings for the second quarter ended June 30, 2024. A copy of this press release is furnished with this report as an exhibit to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Graham Holdings Company Earnings Release Dated July 31, 2024.

Exhibit Index

Exhibit 99.1 Graham Holdings Company Earnings Release dated July 31, 2024.

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

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


						Graham Holdings Company
						(Registrant)


Date: July 31, 2024						/s/ Wallace R. Cooney
						Wallace R. Cooney, Chief Financial Officer (Principal Financial Officer)

Document

Exhibit 99.1

Contact:

Wallace R. Cooney

For Immediate Release

(703) 345-6470

July 31, 2024

GRAHAM HOLDINGS COMPANY REPORTS

SECOND QUARTER EARNINGS

ARLINGTON, VA - Graham Holdings Company (NYSE: GHC) today reported its financial results for the second quarter and first six months of 2024. The Company also filed its Form 10-Q today for the quarter ended June 30, 2024 with the Securities and Exchange Commission.

Division Operating Results

Revenue for the second quarter of 2024 was $1,185.3 million, up 7% from $1,105.0 million in the second quarter of 2023. Revenues increased at education, healthcare and automotive, partially offset by declines at television broadcasting, manufacturing and other businesses. The Company reported operating income of $25.9 million for the second quarter of 2024, compared to $58.1 million for the second quarter of 2023. The decrease in operating results is due to goodwill and intangible asset impairment charges at World of Good Brands (WGB) and declines at television broadcasting, manufacturing and other businesses, partially offset by increases at education, healthcare and automotive. The Company reported adjusted operating cash flow (non-GAAP) of $98.5 million for the second quarter of 2024, compared to $100.0 million for the second quarter of 2023. Adjusted operating cash flow declined at television broadcasting, manufacturing and other businesses, partially offset by increases at education, healthcare and automotive. Capital expenditures totaled $20.8 million and $22.5 million for the second quarter of 2024 and 2023, respectively.

Revenue for the first six months of 2024 was $2,337.9 million, up 9% from $2,136.5 million in the first six months of 2023. Revenues increased at education, healthcare and automotive, partially offset by declines at television broadcasting, manufacturing and other businesses. The Company recorded operated income of $61.4 million for the first six months of 2024, compared to $85.7 million for the first six months of 2023. The decrease in operating results is due to goodwill and intangible asset impairment charges at WGB and declines at television broadcasting, manufacturing, automotive and other businesses, partially offset by increases at education and healthcare. The Company reported adjusted operating cash flow (non-GAAP) of $181.3 million for the first six months of 2024, compared to $171.6 million for the first six months of 2023. Adjusted operating cash flow improved at education, healthcare, automotive and other businesses, partially offset by declines at manufacturing. Capital expenditures totaled $42.2 million and $44.8 million for the first six months of 2024 and 2023, respectively.

Acquisitions and Dispositions of Businesses

There were no significant business acquisitions or dispositions during the first six months of 2024.

Debt, Cash and Marketable Equity Securities

At June 30, 2024, the Company had $834.8 million in borrowings outstanding at an average interest rate of 6.4%, including $132.2 million outstanding on its $300 million revolving credit facility. Cash, marketable equity securities and other investments totaled $1,009.6 million at June 30, 2024.

Overall, the Company recognized $19.6 million and $123.8 million in net gains on marketable equity securities in the second quarter and first six months of 2024, respectively, compared to $78.6 million and $96.7 million in net gains on marketable equity securities in the second quarter and first six months of 2023, respectively.

Common Stock Repurchases

During the second quarter and first six months of 2024, the Company purchased a total of 40,180 and 68,786 shares, respectively, of its Class B common stock at a cost of $29.5 million and $49.5 million, respectively. At June 30, 2024, there were 4,410,542 shares outstanding. On May 4, 2023, the Board of Directors authorized the Company to acquire up to 500,000 shares of its Class B common stock; the Company has remaining authorization for 167,617 shares as of June 30, 2024.

Mandatorily Redeemable Noncontrolling Interest

The Company recorded interest expense of $73.5 million and $75.4 million in the second quarter and first six months of 2024, respectively, to adjust the fair value of the mandatorily redeemable noncontrolling interest at Graham Healthcare Group (GHG). The significant adjustment recorded in the first half of 2024 is largely related to a

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substantial increase in the estimated fair value of CSI Pharmacy Holding Company, LLC (CSI). Refer to Notes 7 and 8 in the Company’s 10-Q filing for the second quarter of 2024 for additional information.

Overall Company Results

The Company reported a net loss attributable to common shares of $21.0 million ($4.79 per share) for the second quarter of 2024, compared to income of $122.8 million ($25.89 per share) for the second quarter of 2023. For the first six months of 2024, the Company recorded net income attributable to common shares of $103.3 million ($23.11 per share), compared to $175.1 million ($36.67 per share) for the first six months of 2023.

The results for the second quarter and first six months of 2024 and 2023 were affected by a number of items as described in the Non-GAAP Financial Information schedule attached to this release. Excluding these items, net income attributable to common shares was $56.9 million ($12.70 per share) for the second quarter of 2024, compared to $61.1 million ($12.88 per share) for the second quarter of 2023. Excluding these items, net income attributable to common shares was $107.3 million ($23.99 per share) for the first six months of 2024, compared to $101.4 million ($21.24 per share) for the first six months of 2023.

* * * * * * * * * * * *

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Forward-Looking Statements

All public statements made by the Company and its representatives that are not statements of historical fact, including certain statements in this press release, in the Company’s Annual Report on Form 10-K and in the Company’s 2023 Annual Report to Stockholders, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on expectations, forecasts, and assumptions by the Company’s management and involve a number of risks, uncertainties, and other factors that could cause actual results to differ from those stated, including, without limitation, comments about expectations related to acquisitions or dispositions or related business activities, the Company’s business strategies and objectives, the prospects for growth in the Company’s various business operations, the Company’s future financial performance, and the risks and uncertainties described in Item 1A of the Company’s Annual Report on Form 10-K. Accordingly, undue reliance should not be placed on any forward-looking statement made by or on behalf of the Company. The Company assumes no obligation to update any forward-looking statement after the date on which such statement is made, even if new information subsequently becomes available.

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GRAHAM HOLDINGS COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended
	June 30				%
(in thousands, except per share amounts)	2024		2023		Change
Operating revenues	$	1,185,280	$	1,104,999	7
Operating expenses	1,100,851		1,012,537		9
Depreciation of property, plant and equipment	22,173		21,103		5
Amortization of intangible assets	10,058		13,304		(24)
Impairment of goodwill and other long-lived assets	26,287		—		—
Operating income	25,911		58,055		(55)
Equity in earnings (losses) of affiliates, net	2,560		(6,115)		—
Interest income	2,111		1,548		36
Interest expense	(91,383)		(11,774)		—
Non-operating pension and postretirement benefit income, net	24,655		29,815		(17)
Gain on marketable equity securities, net	19,628		78,648		(75)
Other income, net	1,791		15,794		(89)
(Loss) income before income taxes	(14,727)		165,971		—
Provision for income taxes	4,100		41,800		(90)
Net (loss) income	(18,827)		124,171		—
Net income attributable to noncontrolling interests	(2,213)		(1,383)		60
Net (Loss) Income Attributable to Graham Holdings Company Common Stockholders	$	(21,040)	$	122,788	—
Per Share Information Attributable to Graham Holdings Company Common Stockholders
Basic net (loss) income per common share	$	(4.79)	$	25.96	—
Basic average number of common shares outstanding	4,401		4,700
Diluted net (loss) income per common share	$	(4.79)	$	25.89	—
Diluted average number of common shares outstanding	4,401		4,713

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GRAHAM HOLDINGS COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Six Months Ended
	June 30				%
(in thousands, except per share amounts)	2024		2023		Change
Operating revenues	$	2,337,942	$	2,136,545	9
Operating expenses	2,184,793		1,981,713		10
Depreciation of property, plant and equipment	44,700		41,128		9
Amortization of intangible assets	20,809		27,248		(24)
Impairment of goodwill and other long-lived assets	26,287		745		—
Operating income	61,353		85,711		(28)
Equity in earnings (losses) of affiliates, net	4,891		(1,454)		—
Interest income	4,289		2,752		56
Interest expense	(110,711)		(26,068)		—
Non-operating pension and postretirement benefit income, net	67,072		61,660		9
Gain on marketable equity securities, net	123,780		96,670		28
Other income, net	3,438		18,877		(82)
Income before income taxes	154,112		238,148		(35)
Provision for income taxes	47,600		61,000		(22)
Net income	106,512		177,148		(40)
Net income attributable to noncontrolling interests	(3,172)		(2,088)		52
Net Income Attributable to Graham Holdings Company Common Stockholders	$	103,340	$	175,060	(41)
Per Share Information Attributable to Graham Holdings Company Common Stockholders
Basic net income per common share	$	23.24	$	36.78	(37)
Basic average number of common shares outstanding	4,416		4,729
Diluted net income per common share	$	23.11	$	36.67	(37)
Diluted average number of common shares outstanding	4,442		4,744

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GRAHAM HOLDINGS COMPANY
BUSINESS DIVISION INFORMATION
(Unaudited)

	Three Months Ended					Six Months Ended
	June 30				%	June 30				%
(in thousands)	2024		2023		Change	2024		2023		Change
Operating Revenues
Education	$	422,899	$	402,227	5	$	845,497	$	780,268	8
Television broadcasting	115,478		118,829		(3)	228,536		231,706		(1)
Manufacturing	103,626		120,082		(14)	205,529		234,666		(12)
Healthcare	147,528		113,282		30	275,729		215,341		28
Automotive	308,814		260,672		18	612,654		493,233		24
Other businesses	86,991		90,449		(4)	170,289		182,457		(7)
Corporate office	575		850		(32)	1,151		850		35
Intersegment elimination	(631)		(1,392)		—	(1,443)		(1,976)		—
	$	1,185,280	$	1,104,999	7	$	2,337,942	$	2,136,545	9
Operating Expenses
Education	$	387,622	$	372,111	4	$	779,633	$	727,112	7
Television broadcasting	84,350		85,639		(2)	167,775		169,933		(1)
Manufacturing	99,361		108,100		(8)	198,195		215,356		(8)
Healthcare	134,791		104,905		28	256,901		204,028		26
Automotive	298,611		251,212		19	592,799		472,930		25
Other businesses	139,953		114,310		22	252,205		237,319		6
Corporate office	15,312		12,059		27	30,524		26,132		17
Intersegment elimination	(631)		(1,392)		—	(1,443)		(1,976)		—
	$	1,159,369	$	1,046,944	11	$	2,276,589	$	2,050,834	11
Operating Income (Loss)
Education	$	35,277	$	30,116	17	$	65,864	$	53,156	24
Television broadcasting	31,128		33,190		(6)	60,761		61,773		(2)
Manufacturing	4,265		11,982		(64)	7,334		19,310		(62)
Healthcare	12,737		8,377		52	18,828		11,313		66
Automotive	10,203		9,460		8	19,855		20,303		(2)
Other businesses	(52,962)		(23,861)		—	(81,916)		(54,862)		(49)
Corporate office	(14,737)		(11,209)		(31)	(29,373)		(25,282)		(16)
	$	25,911	$	58,055	(55)	$	61,353	$	85,711	(28)
Amortization of Intangible Assets and Impairment of Goodwill and Other Long-Lived Assets
Education	$	2,872	$	3,984	(28)	$	5,846	$	8,400	(30)
Television broadcasting	1,360		1,363		0	2,710		2,725		(1)
Manufacturing	2,648		4,332		(39)	5,768		9,194		(37)
Healthcare	598		882		(32)	1,234		1,836		(33)
Automotive	5		—		—	5		—		—
Other businesses	28,862		2,743		—	31,533		5,838		—
Corporate office	—		—		—	—		—		—
	$	36,345	$	13,304	—	$	47,096	$	27,993	68
Operating Income (Loss) before Amortization of Intangible Assets and Impairment of Goodwill and Other Long-Lived Assets
Education	$	38,149	$	34,100	12	$	71,710	$	61,556	16
Television broadcasting	32,488		34,553		(6)	63,471		64,498		(2)
Manufacturing	6,913		16,314		(58)	13,102		28,504		(54)
Healthcare	13,335		9,259		44	20,062		13,149		53
Automotive	10,208		9,460		8	19,860		20,303		(2)
Other businesses	(24,100)		(21,118)		(14)	(50,383)		(49,024)		(3)
Corporate office	(14,737)		(11,209)		(31)	(29,373)		(25,282)		(16)
	$	62,256	$	71,359	(13)	$	108,449	$	113,704	(5)

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	Three Months Ended					Six Months Ended
	June 30				%	June 30				%
(in thousands)	2024		2023		Change	2024		2023		Change
Depreciation
Education	$	8,855	$	9,460	(6)	$	18,160	$	18,428	(1)
Television broadcasting	2,870		3,087		(7)	5,738		6,123		(6)
Manufacturing	2,694		2,287		18	5,409		4,569		18
Healthcare	1,683		1,287		31	3,277		2,391		37
Automotive	1,716		1,148		49	3,429		2,261		52
Other businesses	4,204		3,681		14	8,387		7,050		19
Corporate office	151		153		(1)	300		306		(2)
	$	22,173	$	21,103	5	$	44,700	$	41,128	9
Pension Expense
Education	$	4,712	$	2,256	—	$	8,822	$	4,454	98
Television broadcasting	1,416		805		76	3,055		1,665		83
Manufacturing	292		281		4	919		556		65
Healthcare	4,851		2,685		81	9,609		7,042		36
Automotive	42		5		—	57		10		—
Other businesses	1,674		613		—	3,614		1,185		—
Corporate office	1,084		928		17	2,029		1,904		7
	$	14,071	$	7,573	86	$	28,105	$	16,816	67
Adjusted Operating Cash Flow (non-GAAP)(1)
Education	$	51,716	$	45,816	13	$	98,692	$	84,438	17
Television broadcasting	36,774		38,445		(4)	72,264		72,286		0
Manufacturing	9,899		18,882		(48)	19,430		33,629		(42)
Healthcare	19,869		13,231		50	32,948		22,582		46
Automotive	11,966		10,613		13	23,346		22,574		3
Other businesses	(18,222)		(16,824)		(8)	(38,382)		(40,789)		6
Corporate office	(13,502)		(10,128)		(33)	(27,044)		(23,072)		(17)
	$	98,500	$	100,035	(2)	$	181,254	$	171,648	6

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(1)			Adjusted Operating Cash Flow (non-GAAP) is calculated as Operating Income (Loss) before Amortization of Intangible Assets and Impairment of Goodwill and Other Long-Lived Assets plus Depreciation Expense and Pension Expense.

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GRAHAM HOLDINGS COMPANY
EDUCATION DIVISION INFORMATION
(Unaudited)

	Three Months Ended					Six Months Ended
	June 30				%	June 30				%
(in thousands)	2024		2023		Change	2024		2023		Change
Operating Revenues
Kaplan international	$	267,026	$	237,663	12	$	536,824	$	464,739	16
Higher education	81,041		90,291		(10)	161,163		168,632		(4)
Supplemental education	73,133		74,616		(2)	145,255		148,203		(2)
Kaplan corporate and other	2,993		2,887		4	5,581		5,259		6
Intersegment elimination	(1,294)		(3,230)		—	(3,326)		(6,565)		—
	$	422,899	$	402,227	5	$	845,497	$	780,268	8
Operating Expenses
Kaplan international	$	241,202	$	216,912	11	$	479,688	$	422,687	13
Higher education	66,687		72,496		(8)	141,290		143,754		(2)
Supplemental education	67,461		71,104		(5)	135,003		140,940		(4)
Kaplan corporate and other	11,048		10,711		3	21,221		17,921		18
Amortization of intangible assets	2,872		3,984		(28)	5,846		7,923		(26)
Impairment of long-lived assets	—		—		—	—		477		—
Intersegment elimination	(1,648)		(3,096)		—	(3,415)		(6,590)		—
	$	387,622	$	372,111	4	$	779,633	$	727,112	7
Operating Income (Loss)
Kaplan international	$	25,824	$	20,751	24	$	57,136	$	42,052	36
Higher education	14,354		17,795		(19)	19,873		24,878		(20)
Supplemental education	5,672		3,512		62	10,252		7,263		41
Kaplan corporate and other	(8,055)		(7,824)		(3)	(15,640)		(12,662)		(24)
Amortization of intangible assets	(2,872)		(3,984)		28	(5,846)		(7,923)		26
Impairment of long-lived assets	—		—		—	—		(477)		—
Intersegment elimination	354		(134)		—	89		25		—
	$	35,277	$	30,116	17	$	65,864	$	53,156	24
Operating Income (Loss) before Amortization of Intangible Assets and Impairment of Long-Lived Assets
Kaplan international	$	25,824	$	20,751	24	$	57,136	$	42,052	36
Higher education	14,354		17,795		(19)	19,873		24,878		(20)
Supplemental education	5,672		3,512		62	10,252		7,263		41
Kaplan corporate and other	(8,055)		(7,824)		(3)	(15,640)		(12,662)		(24)
Intersegment elimination	354		(134)		—	89		25		—
	$	38,149	$	34,100	12	$	71,710	$	61,556	16
Depreciation
Kaplan international	$	7,177	$	6,903	4	$	14,533	$	13,233	10
Higher education	799		1,071		(25)	1,702		2,173		(22)
Supplemental education	857		1,461		(41)	1,876		2,970		(37)
Kaplan corporate and other	22		25		(12)	49		52		(6)
	$	8,855	$	9,460	(6)	$	18,160	$	18,428	(1)
Pension Expense
Kaplan international	$	166	$	81	—	$	329	$	161	—
Higher education	2,045		923		—	3,826		1,845		—
Supplemental education	2,094		1,023		—	3,912		2,047		91
Kaplan corporate and other	407		229		78	755		401		88
	$	4,712	$	2,256	—	$	8,822	$	4,454	98
Adjusted Operating Cash Flow (non-GAAP)(1)
Kaplan international	$	33,167	$	27,735	20	$	71,998	$	55,446	30
Higher education	17,198		19,789		(13)	25,401		28,896		(12)
Supplemental education	8,623		5,996		44	16,040		12,280		31
Kaplan corporate and other	(7,626)		(7,570)		(1)	(14,836)		(12,209)		(22)
Intersegment elimination	354		(134)		—	89		25		—
	$	51,716	$	45,816	13	$	98,692	$	84,438	17

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(1)			Adjusted Operating Cash Flow (non-GAAP) is calculated as Operating Income (Loss) before Amortization of Intangible Assets and Impairment of Long-Lived Assets plus Depreciation Expense and Pension Expense.

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NON-GAAP FINANCIAL INFORMATION

GRAHAM HOLDINGS COMPANY

(Unaudited)

In addition to the results reported in accordance with accounting principles generally accepted in the United States (GAAP) included in this press release, the Company has provided information regarding Adjusted Operating Cash Flow and Net income excluding certain items described below, reconciled to the most directly comparable GAAP measures. Management believes that these non-GAAP measures, when read in conjunction with the Company’s GAAP financials, provide useful information to investors by offering:

•the ability to make meaningful period-to-period comparisons of the Company’s ongoing results;

•the ability to identify trends in the Company’s underlying business; and

•a better understanding of how management plans and measures the Company’s underlying business.

Adjusted Operating Cash Flow and Net income, excluding certain items, should not be considered substitutes or alternatives to computations calculated in accordance with and required by GAAP. These non-GAAP financial measures should be read only in conjunction with financial information presented on a GAAP basis.

The gains and losses on marketable equity securities relate to the change in the fair value (quoted prices) of its portfolio of equity securities. The mandatorily redeemable noncontrolling interest represents the ownership portion of a group of minority shareholders at a subsidiary of the Company's Healthcare business. The Company measures the redemption value of this minority ownership on a quarterly basis with changes in the fair value recorded as interest expense or income, which is included in net income for the period. The effect of gains and losses on marketable equity securities and net interest expense related to fair value adjustments of the mandatorily redeemable noncontrolling interest are not directly related to the core performance of the Company’s business operations since these items do not directly relate to the sale of the Company’s services or products. The accounting principles generally accepted in the United States (“GAAP”) require that the Company include the gains and losses on marketable equity securities and net interest expense related to fair value adjustments of the mandatorily redeemable noncontrolling interest in net income on the Condensed Consolidated Statements of Operations. The Company excludes the gains and losses on marketable equity securities and net interest expense related to fair value adjustments of the mandatorily redeemable noncontrolling interest from the non-GAAP adjusted net income because these items are independent of the Company’s core operations and not indicative of the performance of the Company’s business operations.

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The following tables reconcile the non-GAAP financial measures for Net income, excluding certain items, to the most directly comparable GAAP measures:


	Three Months Ended June 30
	2024						2023
(in thousands, except per share amounts)	(Loss) Income before income taxes		Income Taxes		Net (Loss) Income		Income before income taxes		Income Taxes		Net Income
Amounts attributable to Graham Holdings Company Common Stockholders
As reported	$	(14,727)	$	4,100	$	(18,827)	$	165,971	$	41,800	$	124,171
Attributable to noncontrolling interests					(2,213)						(1,383)
Attributable to Graham Holdings Company Stockholders					(21,040)						122,788
Adjustments:
Net credit related to fair value changes in contingent consideration from prior acquisitions	—		—		—		(4,797)		(144)		(4,653)
Goodwill and intangible asset impairment charges	26,287		5,693		20,594		—		—		—
Charges related to non-operating Voluntary Retirement Incentive Program and Separation Incentive Programs	16,410		4,201		12,209		5,517		1,419		4,098
Interest expense (credit) related to the fair value adjustment of the mandatorily redeemable noncontrolling interest	73,539		12,145		61,394		(1,179)		(27)		(1,152)
Net gains on marketable equity securities	(19,628)		(5,026)		(14,602)		(78,648)		(20,704)		(57,944)
Net losses of affiliates whose operations are not managed by the Company	1,128		289		839		8,633		2,273		6,360
Gain on sale of certain WGB websites	(3,483)		(760)		(2,723)		—		—		—
Gain on sale of Pinna	—		—		—		(10,033)		(2,641)		(7,392)
Non-operating loss (gain) from impairment, write-up and sale of cost method investments	337		86		251		(1,320)		(347)		(973)

Net Income, adjusted (non-GAAP)					$	56,922					$	61,132

Per share information attributable to Graham Holdings Company Common Stockholders
Diluted (loss) income per common share, as reported					$	(4.79)					$	25.89
Adjustments:
Net credit related to fair value changes in contingent consideration from prior acquisitions					—						(0.98)
Goodwill and intangible asset impairment charges					4.62						—
Charges related to non-operating Voluntary Retirement Incentive Program and Separation Incentive Programs					2.74						0.86
Interest expense (credit) related to the fair value adjustment of the mandatorily redeemable noncontrolling interest					13.77						(0.24)
Net gains on marketable equity securities					(3.28)						(12.22)
Net losses of affiliates whose operations are not managed by the Company					0.19						1.34
Gain on sale of certain WGB websites					(0.61)						—
Gain on sale of Pinna					—						(1.56)
Non-operating loss (gain) from impairment, write-up and sale of cost method investments					0.06						(0.21)

Diluted income per common share, adjusted (non-GAAP)					$	12.70					$	12.88

The adjusted diluted per share amounts may not compute due to rounding.

-more-


	Six Months Ended June 30
	2024						2023
(in thousands, except per share amounts)	Income before income taxes		Income Taxes		Net Income		Income before income taxes		Income Taxes		Net Income
Amounts attributable to Graham Holdings Company Common Stockholders
As reported	$	154,112	$	47,600	$	106,512	$	238,148	$	61,000	$	177,148
Attributable to noncontrolling interests					(3,172)						(2,088)
Attributable to Graham Holdings Company Stockholders					$	103,340					$	175,060
Adjustments:
Net credit related to fair value changes in contingent consideration from prior acquisitions	—		—		—		(4,688)		(143)		(4,545)
Goodwill and intangible asset impairment charges	26,287		5,693		20,594		—		—		—
Charges related to non-operating Voluntary Retirement Incentive Program and Separation Incentive Programs	16,828		4,308		12,520		9,646		2,481		7,165
Interest expense related to the fair value adjustment of the mandatorily redeemable noncontrolling interest	75,415		12,241		63,174		289		47		242
Net gains on marketable equity securities	(123,780)		(31,693)		(92,087)		(96,670)		(25,448)		(71,222)
Net losses of affiliates whose operations are not managed by the Company	2,615		670		1,945		6,820		1,795		5,025
Gain on sale of certain WGB websites	(3,483)		(760)		(2,723)		—		—		—
Gain on sale of Pinna	—		—		—		(10,033)		(2,641)		(7,392)

Non-operating loss (gain) from impairment, write-up and sales of cost method investments	744		191		553		(3,935)		(1,008)		(2,927)


Net Income, adjusted (non-GAAP)					$	107,316					$	101,406

Per share information attributable to Graham Holdings Company Common Stockholders
Diluted income per common share, as reported					$	23.11					$	36.67
Adjustments:
Net credit related to fair value changes in contingent consideration from prior acquisitions					—						(0.95)
Goodwill and intangible asset impairment charges					4.60						—
Charges related to non-operating Voluntary Retirement Incentive Program and Separation Incentive Programs					2.80						1.50
Interest expense related to the fair value adjustment of the mandatorily redeemable noncontrolling interest					14.13						0.05
Net gains on marketable equity securities					(20.59)						(14.92)
Net losses of affiliates whose operations are not managed by the Company					0.43						1.05
Gain on sale of certain WGB websites					(0.61)						—
Gain on sale of Pinna					—						(1.55)

Non-operating loss (gain) from impairment, write-up and sales of cost method investments					0.12						(0.61)


Diluted income per common share, adjusted (non-GAAP)					$	23.99					$	21.24

The adjusted diluted per share amounts may not compute due to rounding.

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