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GRAHAM HOLDINGS COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended June 30 Six Months Ended June 30
(in thousands, except per share amounts) 2026 2025 2026 2025
Operating Revenues
Sales of services $ 664,565 $ 668,627 $ 1,338,364 $ 1,316,134
Sales of goods 637,941 547,145 1,200,134 1,065,553
1,302,506 1,215,772 2,538,498 2,381,687
Operating Costs and Expenses
Cost of services sold (exclusive of items shown below) 384,996 389,316 779,989 775,452
Cost of goods sold (exclusive of items shown below) 525,479 450,122 987,686 883,344
Selling, general and administrative 284,138 276,690 561,619 547,396
Depreciation of property, plant and equipment 18,281 19,652 36,675 40,206
Amortization of intangible assets 5,978 7,241 12,033 15,065
Impairment of goodwill and asset group held for sale — — 19,029 —
1,218,872 1,143,021 2,397,031 2,261,463
Income from Operations 83,634 72,751 141,467 120,224
Equity in (losses) earnings of affiliates, net (19,863) 3,114 14,987 (5,314)
Interest income 1,881 2,261 4,356 4,761
Interest expense (17,173) (18,106) (33,402) (100,383)
Non-operating pension and postretirement benefit income, net 169,649 28,602 200,722 63,219
Gain (loss) on marketable equity securities, net 101,879 (11,543) 32,956 32,258
Other expense, net (2,531) (16,456) (2,959) (20,521)
Income Before Income Taxes 317,476 60,623 358,127 94,244
Provision for Income Taxes 35,100 20,200 45,000 28,100
Net Income 282,376 40,423 313,127 66,144
Net Income Attributable to Noncontrolling Interests (1,273) (3,674) (2,918) (5,501)
Net Income Attributable to Graham Holdings Company Common Stockholders $ 281,103 $ 36,749 $ 310,209 $ 60,643
Per Share Information Attributable to Graham Holdings Company Common Stockholders
Basic net income per common share $ 65.53 $ 8.43 $ 71.76 $ 13.93
Basic average number of common shares outstanding 4,265 4,333 4,298 4,327
Diluted net income per common share $ 64.86 $ 8.35 $ 71.04 $ 13.81
Diluted average number of common shares outstanding 4,309 4,373 4,342 4,366
See accompanying Notes to Condensed Consolidated Financial Statements.
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GRAHAM HOLDINGS COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
Three Months Ended June 30 Six Months Ended June 30
(in thousands) 2026 2025 2026 2025
Net Income $ 282,376 $ 40,423 $ 313,127 $ 66,144
Other Comprehensive (Loss) Income, Before Tax
Foreign currency translation adjustments:
Translation adjustments arising during the period 125 32,283 (6,123) 46,550
Adjustment for sales of businesses with foreign operations 6,175 646 6,175 646
6,300 32,929 52 47,196
Pension and other postretirement plans:
Actuarial loss (89,928) — (89,928) —
Amortization of net prior service credit included in net income (497) (521) (993) (1,040)
Amortization of net actuarial gain included in net income (258) (380) (516) (759)
Settlement gain included in net income (136,955) — (136,955) —
(227,638) (901) (228,392) (1,799)
Cash flow hedges gain (loss) 640 (364) 1,266 (1,043)
Other Comprehensive (Loss) Income, Before Tax (220,698) 31,664 (227,074) 44,354
Income tax benefit related to items of other comprehensive (loss) income 59,049 326 59,083 732
Other Comprehensive (Loss) Income, Net of Tax (161,649) 31,990 (167,991) 45,086
Comprehensive Income 120,727 72,413 145,136 111,230
Comprehensive income attributable to noncontrolling interests (1,273) (3,674) (2,918) (5,501)
Total Comprehensive Income Attributable to Graham Holdings Company $ 119,454 $ 68,739 $ 142,218 $ 105,729
See accompanying Notes to Condensed Consolidated Financial Statements.
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GRAHAM HOLDINGS COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
As of
(in thousands) June 30, 2026 December 31, 2025
(Unaudited)
Assets
Current Assets
Cash and cash equivalents $ 156,766 $ 266,988
Restricted cash 51,342 44,417
Investments in marketable equity securities and other investments 1,089,301 1,088,970
Accounts receivable, net 474,687 576,754
Inventories and contracts in progress 333,459 303,370
Prepaid expenses 120,751 124,875
Income taxes receivable 33,404 15,447
Other current assets 11,339 10,274
Total Current Assets 2,271,049 2,431,095
Property, Plant and Equipment, Net 577,861 587,434
Lease Right-of-Use Assets 396,165 404,818
Investments in Affiliates 208,550 229,565
Goodwill, Net 1,600,573 1,585,666
Indefinite-Lived Intangible Assets 170,337 170,805
Amortized Intangible Assets, Net 49,409 61,631
Prepaid Pension Cost 2,723,553 2,772,394
Deferred Income Taxes 8,399 9,690
Deferred Charges and Other Assets 135,213 142,615
Total Assets $ 8,141,109 $ 8,395,713
Liabilities and Equity
Current Liabilities
Accounts payable, vehicle floor plan payable and accrued liabilities $ 638,583 $ 721,626
Deferred revenue 292,474 411,651
Income taxes payable 23,352 8,995
Mandatorily redeemable noncontrolling interest 6,033 6,874
Current portion of lease liabilities 61,341 64,290
Current portion of long-term debt 191,472 175,138
Dividends declared 8,040 —
Total Current Liabilities 1,221,295 1,388,574
Accrued Compensation and Related Benefits 136,740 135,323
Other Liabilities 23,439 28,639
Deferred Income Taxes 850,945 890,984
Mandatorily Redeemable Noncontrolling Interest 1,390 1,527
Lease Liabilities 376,913 377,897
Long-Term Debt 708,901 705,618
Total Liabilities 3,319,623 3,528,562
Commitments and Contingencies (Note 15)
Redeemable Noncontrolling Interests 25,386 39,824
Preferred Stock — —
Common Stockholders’ Equity
Common stock 20,000 20,000
Capital in excess of par value 352,983 379,896
Retained earnings 8,578,539 8,292,681
Accumulated other comprehensive income, net of taxes
Cumulative foreign currency translation adjustment (12,210) (12,262)
Unrealized gain on pensions and other postretirement plans 432,083 601,064
Cash flow hedges (784) (1,722)
Cost of Class B common stock held in treasury (4,609,033) (4,485,632)
Total Common Stockholders’ Equity 4,761,578 4,794,025
Noncontrolling Interests 34,522 33,302
Total Equity 4,796,100 4,827,327
Total Liabilities and Equity $ 8,141,109 $ 8,395,713
See accompanying Notes to Condensed Consolidated Financial Statements.
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GRAHAM HOLDINGS COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended June 30
(in thousands) 2026 2025
Cash Flows from Operating Activities
Net Income $ 313,127 $ 66,144
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and goodwill and other asset impairments 67,737 55,271
Amortization of lease right-of-use asset 29,343 28,729
Net pension benefit, settlement gain and early retirement and special separation benefit expense (179,035) (40,985)
Gain on marketable equity securities and cost method investments, net of impairment (32,956) (19,579)
Loss on disposition of businesses, property, plant and equipment and investments, net 4,669 485
Credit loss expense 2,953 2,125
Stock-based compensation expense, net of forfeitures 3,113 3,111
Foreign exchange loss 561 8,854
Equity in (earnings) losses of affiliates, net of distributions 20,028 11,219
Provision for deferred income taxes 17,442 3,079
Change in operating assets and liabilities:
Accounts receivable 80,834 60,739
Inventories (27,198) 33,244
Accounts payable and accrued liabilities (65,799) (55,264)
Deferred revenue (90,294) (59,192)
Income taxes receivable/payable (4,072) (13,636)
Lease liabilities (24,701) (25,615)
Other assets and other liabilities, net 3,240 82,088
Other 1,418 (7)
Net Cash Provided by Operating Activities 120,410 140,810
Cash Flows from Investing Activities
Proceeds from sales of marketable equity securities 49,994 —
Net (payment on) proceeds from disposition of businesses, property, plant and equipment and investments (40,050) 7,348
Purchases of property, plant and equipment (39,233) (32,285)
Purchases of marketable equity securities (18,696) (4,823)
Investments in certain businesses, net of cash acquired (18,237) (2,523)
Proceeds from repayment of related party loan 16,273 —
Other 1,109 966
Net Cash Used in Investing Activities (48,840) (31,317)
Cash Flows from Financing Activities
Common shares repurchased (121,985) (3,468)
Purchase of noncontrolling interests (17,340) —
Dividends paid (16,311) (15,660)
Repayments of borrowings (15,194) (13,172)
Net borrowings under revolving credit facilities 13,092 75,000
Net repayments of vehicle floor plan payable (1,863) (32,776)
Principal payments of finance leases (7,543) (8,446)
Distributions paid to noncontrolling interests (4,355) (190,319)
Other (963) 329
Net Cash Used in Financing Activities (172,462) (188,512)
Effect of Currency Exchange Rate Change (2,405) 10,514
Net Decrease in Cash and Cash Equivalents and Restricted Cash (103,297) (68,505)
Beginning Cash and Cash Equivalents and Restricted Cash 311,405 297,853
Ending Cash and Cash Equivalents and Restricted Cash $ 208,108 $ 229,348
See accompanying Notes to Condensed Consolidated Financial Statements.
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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, 2025 $ 20,000 $ 379,896 $ 8,292,681 $ 587,080 $ (4,485,632) $ 33,302 $ 4,827,327 $ 39,824
Net income for the period 30,751 30,751
Net income attributable to noncontrolling interests (699) 699 —
Net income attributable to redeemable noncontrolling interests (946) (946) 946
Change in redemption value of redeemable noncontrolling interest (8,225) (4) (8,229) 8,250
Distributions to noncontrolling interests (884) (884) (2,251)
Dividends on common stock (16,398) (16,398)
Repurchase of Class B common stock (34,476) (34,476)
Issuance of Class B common stock, net of restricted stock award forfeitures (252) 224 (28)
Shares withheld related to net share settlement (434) (434)
Amortization of unearned stock compensation and stock option expense 1,525 1,525
Purchase of noncontrolling interest (26,001) 939 (25,062)
Other comprehensive loss, net of income taxes (6,342) (6,342)
Purchase of redeemable noncontrolling interests — (16,849)
As of March 31, 2026 $ 20,000 $ 346,943 $ 8,305,389 $ 580,738 $ (4,520,318) $ 34,052 $ 4,766,804 $ 29,920
Net income for the period 282,376 282,376
Net income attributable to noncontrolling interests (1,348) 1,348 —
Net loss attributable to redeemable noncontrolling interests 75 75 (75)
Change in redemption value of redeemable noncontrolling interests 4,427 210 4,637 (4,427)
Distributions to noncontrolling interests (1,088) (1,088) (32)
Dividends on common stock (7,953) (7,953)
Repurchase of Class B common stock (88,718) (88,718)
Issuance of Class B common stock, net of restricted stock award forfeitures (160) 3 (157)
Amortization of unearned stock compensation and stock option expense 1,773 1,773
Other comprehensive loss, net of income taxes (161,649) (161,649)
As of June 30, 2026 $ 20,000 $ 352,983 $ 8,578,539 $ 419,089 $ (4,609,033) $ 34,522 $ 4,796,100 $ 25,386
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(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
See accompanying Notes to Condensed Consolidated Financial Statements.
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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, healthcare, manufacturing, 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; 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; career and academic advisement services to businesses; and a United Kingdom (U.K.) 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 healthcare division provides in-home specialty pharmacy infusion therapies; home health, hospice and palliative services; physician services for allergy, asthma and immunology patients; in-home aesthetics; applied behavior analysis therapy; and healthcare software-as-a-service technology.
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 automotive business comprises eight 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.
On February 1, 2026, Kaplan entered into a Share Purchase Agreement to sell its Kaplan Languages Group (KLG) business, consisting of more than 20 language schools in eight countries. The transaction closed on May 1, 2026.
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 six months ended June 30, 2026 and 2025 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, 2025.
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.
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Recently Adopted and Issued Accounting Pronouncements – In November 2024, the Financial Accounting Standards Board (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. In March 2026, the Company acquired one small business which is included in other healthcare businesses. The assets and liabilities of the company acquired were recorded at their estimated fair values at the date of acquisition.
During 2025, the Company acquired five businesses: one in education, two in other healthcare businesses, one in manufacturing and one in automotive for $71.2 million in cash and the assumption of floor plan payables and $107.5 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 June 2025, Kaplan acquired one small business which is included in its supplemental education division.
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 October 2025, Graham Healthcare Group (GHG) acquired two small businesses which are included in other healthcare businesses.
In October 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 is included in automotive.
Acquisition-related costs for the acquisitions that closed during the first six months of 2026 and 2025 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
Year Ended
(in thousands) December 31, 2025
Accounts receivable $ 11,641
Inventory 32,731
Property, plant and equipment 35,920
Lease right-of-use assets 3,642
Goodwill 51,943
Indefinite-lived intangible assets 15,500
Amortized intangible assets 41,300
Deferred income taxes 13,947
Other assets 221
Pension liabilities (107,517)
Floor plan payables (4,939)
Other liabilities (18,371)
Current and noncurrent lease liabilities (4,783)
Aggregate purchase price, net of cash acquired $ 71,235
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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 workforces of the acquired companies and expected synergies. The Company expects to deduct $12.4 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 following unaudited pro forma financial information includes the 2025 acquisitions as if they occurred at the beginning of 2024:
Three Months Ended June 30 Six Months Ended June 30
(in thousands) 2025 2025
Operating revenues $ 1,263,248 $ 2,476,640
Net income 42,008 69,343
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. In May 2026, Kaplan completed the sale of the KLG business, which is included in Kaplan International. As a result of the sale, the Company recorded a non-operating loss of $5.2 million in the second quarter of 2026 (see Note 13). KLG comprised Kaplan International Languages, Alpadia Language Schools, Azurlingua and English as a second language (ESL) Education. The assets and liabilities of KLG had previously been classified as held for sale in the Company’s Condensed Consolidated Balance Sheet as of March 31, 2026.
During the first quarter of 2026, upon classifying the KLG disposal group as held for sale, the Company recognized total impairment charges of $19.0 million, consisting of a $1.0 million goodwill impairment charge and an $18.0 million impairment charge related to the asset group held for sale.
In early September 2025, the Company ceased operations of the Ourisman Jeep of Bethesda dealership.
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.
Other Transactions. In March 2026, the Company acquired some of the minority-owned shares of CSI Pharmacy Holding Company, LLC (CSI) for a total amount of $41.0 million. The Company paid cash of $16.4 million and entered into promissory notes with the minority owners for the remaining $24.6 million at an interest rate of 8% per annum. The notes are included in other indebtedness (see Note 7) and payable in quarterly installments with the final payment due on April 1, 2028. Following the redemption, the Company owns 93.4% of CSI.
In January 2026, pursuant to the exercise of a put right, the Company purchased some of the minority-owned interest of Clarus for $1.0 million. Following the redemption, the Company owns 97.5% of Clarus.
In October 2025, pursuant to the exercise of a put right, the Company purchased some of the minority-owned interest of Clarus for $0.4 million. Following the redemption, the Company owned 95.75% of Clarus.
In July 2025, 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 $7.4 million
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at June 30, 2026, with $6.0 million included in current liabilities due to the expected dissolution of GHC One within one year.
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 was included in other indebtedness (see Note 7) and was due and payable on January 31, 2026. Following the redemption, the Company owned 87.5% of CSI. Pursuant to the terms of the purchase agreement, the purchase price was finalized in December 2025, resulting in an additional amount payable of $0.1 million, plus interest at 5.5% per annum, to the minority owner. The note was subsequently paid in the first quarter of 2026.
As of June 30, 2026, 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 current and former senior managers in GHC One and GHC Two as a mandatorily redeemable noncontrolling interest (see Note 8).
3. INVESTMENTS
Money Market Investments. As of June 30, 2026 and December 31, 2025, the Company had money market investments of $7.3 million and $5.3 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
June 30, 2026 December 31, 2025
(in thousands)
Total cost $ 271,013 $ 256,897
Gross unrealized gains 828,045 845,889
Gross unrealized losses (15,966) (20,848)
Total Fair Value $ 1,083,092 $ 1,081,938
At June 30, 2026 and December 31, 2025, the Company owned 63,793 and 55,430 shares, respectively, in Markel Group Inc. (Markel) valued at $124.6 million and $119.2 million, respectively. The Chief Executive Officer of Markel, Mr. Thomas S. Gayner, is a member of the Company’s Board of Directors. As of June 30, 2026, the Company owned 422 Class A and 481,920 Class B shares in Berkshire Hathaway valued at $557.2 million, which exceeded 5% of the Company’s total assets.
The Company purchased $18.7 million and $4.8 million of marketable equity securities during the first six months of 2026 and 2025, respectively.
During the first six months of 2026, the gross cumulative realized net gains from the sales of marketable equity securities were $45.5 million. The total proceeds from such sales were $50.0 million. The Company donated marketable equity securities in the first six months of 2026 and recorded a $0.5 million gross cumulative realized gain from the donation. There were no sales of marketable equity securities during the first six months of 2025.
The net gain (loss) on marketable equity securities comprised the following:
Three Months Ended June 30 Six Months Ended June 30
(in thousands) 2026 2025 2026 2025
Gain (loss) on marketable equity securities, net $ 101,879 $ (11,543) $ 32,956 $ 32,258
Less: Net gains in earnings from marketable equity securities sold and donated (44) — (2,411) —
Net unrealized gains (losses) in earnings from marketable equity securities still held at the end of the period $ 101,835 $ (11,543) $ 30,545 $ 32,258
Investments in Affiliates. As of June 30, 2026, the Company’s healthcare subsidiary held investments in several affiliates that 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 six months ended June 30, 2026, the Company recorded $4.3 million and $8.4 million, respectively, in revenue for services provided to the affiliates of GHG. For the three and six months ended June 30,
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2025, the Company recorded $4.1 million and $7.9 million, respectively, in revenue for services provided to the affiliates of GHG.
As of June 30, 2026, the Company held a 50.4%, 41.4% and 25.2% interest in N2K Networks, Realm and Intersection, 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 second quarter of 2026, the Company recorded an impairment charge of $5.8 million on its investment in Realm following a reduction in the investee’s current and expected growth.
The Company had $28.2 million and $30.0 million in its investment account that represents cumulative undistributed income in its investments in affiliates as of June 30, 2026 and December 31, 2025, 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 June 30, 2026. 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 $49.4 million as of June 30, 2026 and December 31, 2025. During the three and six months ended June 30, 2025, the Company recorded impairment losses of $12.7 million to equity securities that are accounted for as cost method investments.
4. ACCOUNTS RECEIVABLE, ACCOUNTS PAYABLE, VEHICLE FLOOR PLAN PAYABLE AND ACCRUED LIABILITIES
Accounts receivable consist of the following:
As of
June 30, 2026 December 31, 2025
(in thousands)
Receivables from contracts with customers, less estimated credit losses of $26,015 and $23,164 $ 419,481 $ 519,068
Other receivables 55,206 57,686
$ 474,687 $ 576,754
Credit loss expense was $1.5 million and $1.0 million for the three months ended June 30, 2026 and 2025, respectively. Credit loss expense was $3.0 million and $2.1 million for the six months ended June 30, 2026 and 2025, respectively.
Accounts payable, vehicle floor plan payable and accrued liabilities consist of the following:
As of
June 30, 2026 December 31, 2025
(in thousands)
Accounts payable $ 175,672 $ 181,009
Vehicle floor plan payable 117,096 118,959
Accrued compensation and related benefits 135,443 194,972
Other accrued liabilities 210,372 226,686
$ 638,583 $ 721,626
Cash overdrafts of $0.6 million are included in accounts payable as of June 30, 2026 and December 31, 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 June 30, 2026, 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 5.7% for the three and six months ended June 30, 2026. The weighted average interest rate for the floor plan facilities was 6.3% for the three and six months ended June 30, 2025. The Company incurred floor plan interest expense of $1.8 million and $1.9 million for the three months ended June 30, 2026 and 2025, respectively. The Company incurred floor plan
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interest expense of $3.5 million and $4.1 million for the six months ended June 30, 2026 and 2025, 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 June 30, 2026.
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 June 30, 2026 and 2025, the Company recognized a reduction in cost of goods sold of $2.2 million and $2.0 million, respectively, related to manufacturer floor plan assistance. For the six months ended June 30, 2026 and 2025, the Company recognized a reduction in cost of goods sold of $4.1 million and $4.0 million, respectively, related to manufacturer floor plan assistance.
As of June 30, 2026 and December 31, 2025, the Company had $99.8 million and $105.9 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
June 30, 2026 December 31, 2025
(in thousands)
Raw materials $ 83,044 $ 77,977
Work-in-process 14,529 12,906
Finished goods 228,447 209,287
Contracts in progress 7,439 3,200
$ 333,459 $ 303,370
6. GOODWILL AND OTHER INTANGIBLE ASSETS
During the first quarter of 2026, in connection with the classification of the KLG disposal group as held for sale, the Company recognized a goodwill impairment charge of $1.0 million at Kaplan International (see Note 2).
Amortization of intangible assets for the three months ended June 30, 2026 and 2025, was $6.0 million and $7.2 million, respectively. Amortization of intangible assets for the six months ended June 30, 2026 and 2025, was $12.0 million and $15.1 million, respectively. Amortization of intangible assets is estimated to be approximately $11 million for the remainder of 2026, $9 million in 2027, $6 million in 2028, $5 million in 2029, $5 million in 2030 and $13 million thereafter.
The changes in the carrying amount of goodwill, by segment, were as follows:
(in thousands) Education Television Broadcasting Healthcare Manufacturing Automotive Other Businesses Total
As of December 31, 2025
Goodwill $ 1,181,284 $ 190,815 $ 136,637 $ 272,523 $ 140,832 $ 108,943 $ 2,031,034
Accumulated impairment losses (331,151) — — (82,062) — (32,155) (445,368)
850,133 190,815 136,637 190,461 140,832 76,788 1,585,666
Acquisition — — 17,996 — — — 17,996
Impairment (976) — — — — — (976)
Disposition — — — — — — —
Foreign currency exchange rate changes (2,113) — — — — — (2,113)
As of June 30, 2026
Goodwill 1,178,195 190,815 154,633 272,523 140,832 108,943 2,045,941
Accumulated impairment losses (331,151) — — (82,062) — (32,155) (445,368)
$ 847,044 $ 190,815 $ 154,633 $ 190,461 $ 140,832 $ 76,788 $ 1,600,573
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The changes in carrying amount of goodwill at the Company’s education and healthcare divisions were as follows:
(in thousands) Kaplan International Higher Education Supplemental Education Total Education CSI Other Healthcare Total Healthcare
As of December 31, 2025
Goodwill $ 614,096 $ 174,564 $ 392,624 $ 1,181,284 $ 87,140 $ 49,497 $ 136,637
Accumulated impairment losses — (111,324) (219,827) (331,151) — — —
614,096 63,240 172,797 850,133 87,140 49,497 136,637
Acquisition — — — — — 17,996 17,996
Impairment (976) — — (976) — — —
Disposition — — — — — — —
Foreign currency exchange rate changes (2,049) — (64) (2,113) — — —
As of June 30, 2026
Goodwill 611,071 174,564 392,560 1,178,195 87,140 67,493 154,633
Accumulated impairment losses — (111,324) (219,827) (331,151) — — —
$ 611,071 $ 63,240 $ 172,733 $ 847,044 $ 87,140 $ 67,493 $ 154,633
Other intangible assets consist of the following:
As of June 30, 2026 As of December 31, 2025
(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 $ 296,900 $ 263,999 $ 32,901 $ 307,312 $ 266,453 $ 40,859
Trade names and trademarks 2–10 years 107,337 94,370 12,967 114,227 98,147 16,080
Network affiliation agreements 10 years 17,400 16,457 943 17,400 15,588 1,812
Databases and technology 3–6 years 30,496 28,568 1,928 32,376 30,293 2,083
Other 1–8 years 38,063 37,393 670 38,063 37,266 797
$ 490,196 $ 440,787 $ 49,409 $ 509,378 $ 447,747 $ 61,631
Indefinite-Lived Intangible Assets
Franchise agreements $ 97,002 $ 97,002
Trade names and trademarks 62,185 62,653
FCC licenses 11,000 11,000
Other 150 150
$ 170,337 $ 170,805
7. DEBT
The Company’s borrowings consist of the following:
As of
(in thousands) Maturities Stated Interest Rate Effective Interest Rate June 30, 2026 December 31, 2025
Unsecured notes (1) 2033 5.625% 5.625% $ 493,760 $ 493,625
Revolving credit facility 2030 5.00% - 7.13% 5.11% 231,159 222,466
Real estate term loan (2) 2028 5.37% - 5.45% 5.48% 89,356 91,836
Capital term loan (3) 2028 6.12% - 6.20% 6.22% 60,228 64,079
Other indebtedness 2026 - 2028 6.25% - 8.00% 25,870 8,750
Total Debt 900,373 880,756
Less: current portion (191,472) (175,138)
Total Long-Term Debt $ 708,901 $ 705,618
___________
(1) The carrying value is net of $6.2 million and $6.4 million of unamortized debt issuance costs as of June 30, 2026 and December 31, 2025, respectively.
(2) The carrying value is net of $0.1 million of unamortized debt issuance costs as of June 30, 2026 and December 31, 2025.
(3) The carrying value is net of $0.4 million and $0.5 million of unamortized debt issuance costs as of June 30, 2026 and December 31, 2025, respectively.
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On November 24, 2025, the Company issued $500 million of 5.625% unsecured eight-year fixed-rate notes due December 1, 2033 (the Notes). Interest is paid semi-annually on June 1 and December 1. Also on November 24, 2025, the Company used the net proceeds from the sale of the Notes, together with the borrowings under the revolving credit agreement, to (i) redeem the $400 million of 5.75% unsecured notes due June 1, 2026, (ii) refinance outstanding revolving loans under the existing revolving credit facility, and (iii) repay all amounts outstanding under the Company’s existing $150 million term loan. On October 21, 2025, the automotive subsidiary borrowed $38.7 million under the delayed draw term loan to finance the acquisition of a Honda automotive dealership, including the real property for the dealership operations.
In combination with the issuance of the Notes, the Company amended and restated the Second Amended and Restated Five Year Credit Agreement, dated as of May 3, 2022, to, among other things, (i) increase the Company’s borrowing capacity by replacing the existing revolving commitments with a new revolving credit facility in the aggregate principal amount of $400 million, (ii) extend the maturity of the facility to November 24, 2030, and (iii) increase the letter of credit sublimit to $40 million.
At June 30, 2026 and December 31, 2025, the fair value of the Company’s 5.625% unsecured notes, based on quoted market prices (Level 2 fair value assessment), totaled $496.4 million and $504.0 million, respectively.
The outstanding balance on the Company’s $400 million unsecured revolving credit facility was $231.2 million as of June 30, 2026, consisting of U.S. dollar borrowings of $165.0 million with interest payable at SOFR plus 1.375% or prime rate plus 0.375%, and 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 June 30, 2026 and December 31, 2025. The Company is in compliance with all financial covenants of the revolving credit facility and term loans as of June 30, 2026.
During the three months ended June 30, 2026 and 2025, the Company had average borrowings outstanding of approximately $899.4 million and $886.4 million, respectively, at average annual interest rates of approximately 5.7% and 6.0%, respectively. During the three months ended June 30, 2026 and 2025, the Company incurred net interest expense of $15.3 million and $15.8 million, respectively.
During the six months ended June 30, 2026 and 2025, the Company had average borrowings outstanding of approximately $895.5 million and $828.7 million, respectively, at average annual interest rates of approximately 5.7% and 6.0%, respectively. During the six months ended June 30, 2026 and 2025, the Company incurred net interest expense of $29.0 million and $95.6 million, respectively.
During the three and six months ended June 30, 2026, the Company recorded a reduction in interest expense of $0.2 million and $0.9 million, respectively, to adjust the fair value of the mandatorily redeemable noncontrolling interest. During the three and six months ended June 30, 2025, the Company recorded interest expense of $1.2 million and $67.6 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).
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8. FAIR VALUE MEASUREMENTS
The Company’s financial assets and liabilities measured at fair value on a recurring basis were as follows:
As of June 30, 2026
(in thousands) Level 1 Level 2 Level 3 Total
Assets
Money market investments (1) $ — $ 7,285 $ — $ 7,285
Marketable equity securities (2) 1,083,092 — — 1,083,092
Other current investments (3) — 6,209 — 6,209
Total Financial Assets $ 1,083,092 $ 13,494 $ — $ 1,096,586
Liabilities
Interest rate swaps (4) $ — $ 1,033 $ — $ 1,033
Mandatorily redeemable noncontrolling interest (5) — — 7,423 7,423
Total Financial Liabilities $ — $ 1,033 $ 7,423 $ 8,456
As of December 31, 2025
(in thousands) Level 1 Level 2 Level 3 Total
Assets
Money market investments (1) $ — $ 5,251 $ — $ 5,251
Marketable equity securities (2) 1,081,938 — — 1,081,938
Other current investments (3) — 7,032 — 7,032
Total Financial Assets $ 1,081,938 $ 12,283 $ — $ 1,094,221
Liabilities
Contingent consideration liabilities (6) $ — $ — $ 1,526 $ 1,526
Interest rate swaps (4) — 2,289 — 2,289
Mandatorily redeemable noncontrolling interest (5) — — 8,401 8,401
Total Financial Liabilities $ — $ 2,289 $ 9,927 $ 12,216
____________
(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 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.
(5) 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.
(6) 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.
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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, 2025 $ 1,526 $ 8,401
Changes in fair value (1) — (882)
Capital contributions — 4
Accretion of value included in net income (1) 28 —
Settlements or distributions (299) (100)
Foreign currency exchange rate changes (2) —
Disposition of business (1,253) —
As of June 30, 2026 $ — $ 7,423
(in thousands) Contingent consideration liabilities Mandatorily redeemable noncontrolling interest
As of December 31, 2024 $ 1,419 $ 159,548
Changes in fair value (1) — 67,560
Capital contributions — 80
Accretion of value included in net income (1) 100 —
Settlements or distributions (317) (205,672)
Foreign currency exchange rate changes 147 —
As of June 30, 2025 $ 1,349 $ 21,516
____________
(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 current and former 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 related to GHC One is reported as a current liability at June 30, 2026 and December 31, 2025 in the Condensed Consolidated Balance Sheets. The mandatorily redeemable noncontrolling interest related to GHC Two is reported as a noncurrent liability at June 30, 2026 and December 31, 2025 in the Condensed Consolidated Balance Sheets.
Other. During the six months ended June 30, 2026, in connection with the sale of the KLG disposal group, the Company recognized total impairment charges of $19.0 million, consisting of a $1.0 million goodwill impairment charge and an $18.0 million impairment charge related to the disposal group. The Company used a market approach to estimate the fair value of KLG disposal group (see Note 2 and 6).
During the three and six months ended June 30, 2026, the Company recorded an impairment charge of $5.8 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 affiliate.
During the three and six months ended June 30, 2025, the Company recorded impairment losses of $12.7 million to equity securities that are accounted for as cost method investments.
9. INCOME TAXES
The Company recognized a U.S. income tax benefit of $69.6 million during the six months ended June 30, 2026, in connection with the restructuring and sale of the KLG business. No corresponding tax benefit was recognized in any
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other jurisdiction. The Company continues to monitor relevant developments, including any forthcoming Internal Revenue Service guidance, that could affect the ultimate realization of this benefit.
As a result of the significant U.S. income tax benefit recorded related to the KLG business, the Company has recorded a Pillar Two top-up income tax accrual and expense of $19.2 million. In January 2026, the Organization for Economic Co-operation and Development (OECD) published administrative guidance introducing a Side-by-Side (SbS) Safe Harbor that would effectively exempt U.S. parent multinational groups from Pillar Two top-up tax on their U.S. source income. The SbS Safe Harbor is only effective to the extent participating countries have enacted legislation adopting the guidance. The Company has assessed current law and administrative guidance in relevant non-U.S. jurisdictions. Currently, not all participating countries have enacted legislation to adopt the SbS Safe Harbor, including the U.K. The Company will continue to monitor local implementation and guidance as non-U.S. countries adopt the SbS Safe Harbor into domestic law. The enactment of such legislation in the U.K. and other jurisdictions would have a favorable impact on the Pillar Two top-up tax accrued for 2026, and could result in a complete reversal of the $19.2 million accrued amount without payment.
The Company's effective tax rate for the first six months of 2026 and 2025 was 12.6% and 29.8%, respectively.
10. REVENUE FROM CONTRACTS WITH CUSTOMERS
The Company generated 80% and 79% of its revenue from U.S. domestic sales for the three and six months ended June 30, 2026, respectively. The remaining 20% and 21% of revenue was generated from non-U.S. sales for the three and six months ended June 30, 2026, respectively. For the three and six months ended June 30, 2025, 78% of revenue was from U.S. domestic sales and the remaining 22% of revenue was generated from non-U.S. sales.
For the three and six months ended June 30, 2026, the Company recognized 51% and 52%, respectively, of its revenue over time as control of the services and goods transferred to the customer, and the remaining 49% and 48% at a point in time, when the customer obtained control of the promised goods. For the three and six months ended June 30, 2025, the Company recognized 54% of its revenue over time, and the remaining 46% at a point in time.
Contract Assets. As of June 30, 2026, the Company recognized a contract asset of $33.2 million related to a contract at a Kaplan International business, of which $5.9 million is included in Other current assets and $27.3 million is included in Deferred Charges and Other Assets. The Company expects to recognize an additional $199.8 million related to the remaining performance obligation in the contract over the next three years. As of December 31, 2025, the contract asset was $36.5 million, of which $4.4 million was included in Other current assets and $32.1 million was included in Deferred Charges and Other Assets. Additional contract assets of $2.8 million and $3.0 million are included in Other current assets on the Company’s Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025, 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 June 30, 2026 and December 31, 2025, 23% and 22%, 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
June 30, 2026 December 31, 2025 %
(in thousands) Change
Deferred revenue $ 297,288 $ 418,090 (29)
The majority of the change in the deferred revenue balance is related to the cyclical nature of services in the Kaplan International division and the derecognition of deferred revenue associated with the sale of the KLG businesses in May 2026 (see Note 2). During the six months ended June 30, 2026, the Company recognized $319.0 million related to the Company’s deferred revenue balance as of December 31, 2025, including $59.1 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 June 30, 2026, 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 $4.1 million. Kaplan Supplemental Education expects to recognize 68% of this revenue over the next twelve months and the remainder thereafter.
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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
2026 $ 42,404 $ 29,742 $ (48,917) $ (1,575) $ 21,654
The majority of other activity was related to the derecognition of costs to obtain contract assets associated with the sale of the KLG business in May 2026 (see Note 2) and currency translation adjustments for the six months ended June 30, 2026.
11. 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 June 30 Six Months Ended June 30
(in thousands, except per share amounts) 2026 2025 2026 2025
Numerator:
Numerator for basic earnings per share:
Net income attributable to Graham Holdings Company common stockholders $ 281,103 $ 36,749 $ 310,209 $ 60,643
Less: Dividends paid-common stock outstanding and unvested restricted shares (7,953) (7,846) (24,351) (23,508)
Undistributed earnings 273,150 28,903 285,858 37,135
Percent allocated to common stockholders 99.43 % 99.39 % 99.43 % 99.39 %
271,589 28,726 284,225 36,908
Add: Dividends paid-common stock outstanding 7,908 7,798 24,214 23,364
Numerator for basic earnings per share $ 279,497 $ 36,524 $ 308,439 $ 60,272
Add: Additional undistributed earnings due to dilutive stock options 16 2 16 2
Numerator for diluted earnings per share $ 279,513 $ 36,526 $ 308,455 $ 60,274
Denominator:
Denominator for basic earnings per share:
Weighted average shares outstanding 4,265 4,333 4,298 4,327
Add: Effect of dilutive stock options 44 40 44 39
Denominator for diluted earnings per share 4,309 4,373 4,342 4,366
Graham Holdings Company Common Stockholders:
Basic earnings per share $ 65.53 $ 8.43 $ 71.76 $ 13.93
Diluted earnings per share $ 64.86 $ 8.35 $ 71.04 $ 13.81
____________
Earnings per share amounts may not recalculate due to rounding.
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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 June 30 Six Months Ended June 30
(in thousands) 2026 2025 2026 2025
Weighted average restricted stock 18 13 18 13
The diluted earnings per share amounts for each of the three and six months ended June 30, 2026 and 2025 excludes the effect of 1,000 contingently issuable shares outstanding as their inclusion would have been antidilutive due to a market condition.
In the three and six months ended June 30, 2026, the Company declared regular dividends totaling $1.88 and $5.64 per common share, respectively. In the three and six months ended June 30, 2025, the Company declared regular dividends totaling $1.80 and $5.40 per common share, respectively.
12. PENSION PLANS
Defined Benefit Plans. The total benefit arising from the Company’s defined benefit pension plans consists of the following components:
Three Months Ended June 30 Six Months Ended June 30
(in thousands) 2026 2025 2026 2025
Service cost $ 11,922 $ 11,699 $ 23,502 $ 23,891
Interest cost 7,597 6,956 16,292 13,377
Expected return on assets (44,538) (41,881) (88,818) (83,852)
Amortization of prior service credit (497) (521) (993) (1,040)
Net Periodic Benefit (25,516) (23,747) (50,017) (47,624)
Settlement (136,955) — (136,955) —
Early retirement and separation program costs 3,837 6,015 7,937 6,639
Total Benefit $ (158,634) $ (17,732) $ (179,035) $ (40,985)
In June 2026, the Company purchased an irrevocable group annuity contract from an insurance company for $113.9 million to settle $124.3 million of the outstanding defined benefit pension obligation related to certain retirees and beneficiaries. The purchase of the group annuity contract was funded from the assets of the Company’s pension plan. As a result of this transaction, the Company was relieved of all responsibility for these pension obligations and the insurance company is now required to pay and administer the retirement benefits owed to approximately 1,080 retirees and beneficiaries, with no change to the amount, timing or form of monthly retirement benefit payments. As a result, the Company remeasured the accumulated and projected benefit obligation as of June 17, 2026 and recorded a one-time pre-tax settlement gain of $137.0 million. The new measurement basis was used for the recognition of the Company’s pension benefit following the remeasurement. The settlement gain is included in non-operating pension and postretirement benefit income on the Condensed Consolidated Statements of Operations.
In the second quarter of 2026, the Company recorded $2.0 million in expenses related to a Voluntary Retirement Incentive Program (VRIP) for certain Dekko employees. Also in the second quarter of 2026, the Company recorded $1.9 million in expenses related to Separation Incentive Programs (SIPs) for certain Kaplan, Graham Media Group (GMG), Code3 and Slate employees. In the first quarter of 2026, the Company recorded $4.1 million in expenses related to SIPs for certain Kaplan, GMG, Joyce, Dekko, Framebridge, Code3, Slate and Corporate employees. The VRIP and SIPs were funded from the assets of the Company’s pension plans.
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.
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The total cost arising from the Company’s Supplemental Executive Retirement Plan (SERP) consists of the following components:
Three Months Ended June 30 Six Months Ended June 30
(in thousands) 2026 2025 2026 2025
Service cost $ 290 $ 238 $ 579 $ 477
Interest cost 1,155 1,197 2,310 2,394
Net Periodic Cost $ 1,445 $ 1,435 $ 2,889 $ 2,871
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
June 30, 2026 December 31, 2025
U.S. equities 64 % 63 %
Private investment funds 17 % 17 %
International equities 16 % 16 %
U.S. fixed income 3 % 4 %
100 % 100 %
The Company manages approximately 41% 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 59% 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 June 30, 2026. 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 June 30, 2026, the pension plan held investments in one common stock and one private investment fund that exceeded 10% of total plan assets, valued at $1,232.0 million, or approximately 37% of total plan assets. At December 31, 2025, the pension plan held investments in one common stock and one private investment fund that exceeded 10% of total plan assets, valued at $1,267.4 million, or approximately 37% of total plan assets. Assets also included $113.3 million and $124.7 million of Markel shares at June 30, 2026 and December 31, 2025, respectively.
20
13. OTHER NON-OPERATING EXPENSE
A summary of non-operating expense is as follows:
Three Months Ended June 30 Six Months Ended June 30
(in thousands) 2026 2025 2026 2025
(Loss) gain on sales of businesses $ (5,151) $ 371 $ (5,151) $ 371
Foreign currency gain (loss), net 663 (4,475) (561) (8,854)
Gain on sale of cost method investment — — 484 —
Impairment of a cost method investment — (12,679) — (12,679)
Other gain, net 1,957 327 2,269 641
Total Other Non-Operating Expense $ (2,531) $ (16,456) $ (2,959) $ (20,521)
In the second quarter of 2026, the Company recorded a $5.2 million loss related to Kaplan’s sale of KLG (see Note 2).
14. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The other comprehensive income (loss) consists of the following components:
Three Months Ended June 30
2026 2025
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 $ 125 $ — $ 125 $ 32,283 $ — $ 32,283
Adjustment for sales of businesses with foreign operations 6,175 — 6,175 646 — 646
6,300 — 6,300 32,929 — 32,929
Pension and other postretirement plans:
Actuarial loss (89,928) 23,393 (66,535) — — —
Amortization of net prior service credit included in net income (497) 129 (368) (521) 133 (388)
Amortization of net actuarial gain included in net income (258) 67 (191) (380) 98 (282)
Settlement gain included in net income (136,955) 35,625 (101,330) — — —
(227,638) 59,214 (168,424) (901) 231 (670)
Cash flow hedges:
Gain (loss) for the period 640 (165) 475 (364) 95 (269)
Other Comprehensive (Loss) Income $ (220,698) $ 59,049 $ (161,649) $ 31,664 $ 326 $ 31,990
Six Months Ended June 30
2026 2025
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 $ (6,123) $ — $ (6,123) $ 46,550 $ — $ 46,550
Adjustment for sales of businesses with foreign operations 6,175 — 6,175 646 — 646
52 — 52 47,196 — 47,196
Pension and other postretirement plans:
Actuarial loss (89,928) 23,393 (66,535) — — —
Amortization of net prior service credit included in net income (993) 259 (734) (1,040) 266 (774)
Amortization of net actuarial gain included in net income (516) 134 (382) (759) 195 (564)
Settlement gain included in net income (136,955) 35,625 (101,330) — — —
(228,392) 59,411 (168,981) (1,799) 461 (1,338)
Cash flow hedges:
Gain (loss) for the period 1,266 (328) 938 (1,043) 271 (772)
Other Comprehensive (Loss) Income $ (227,074) $ 59,083 $ (167,991) $ 44,354 $ 732 $ 45,086
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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
As of December 31, 2025 $ (12,262) $ 601,064 $ (1,722) $ 587,080
Other comprehensive (loss) income before reclassifications (6,123) (66,535) 604 (72,054)
Net amount reclassified from accumulated other comprehensive income (loss) 6,175 (102,446) 334 (95,937)
Net other comprehensive (loss) income 52 (168,981) 938 (167,991)
As of June 30, 2026 $ (12,210) $ 432,083 $ (784) $ 419,089
The amounts and line items of reclassifications out of Accumulated Other Comprehensive Income (Loss) are as follows:
Three Months Ended June 30 Six Months Ended June 30 Affected Line Item in the Condensed Consolidated Statements of Operations
(in thousands) 2026 2025 2026 2025
Foreign Currency Translation Adjustments:
Adjustment for sales of businesses with foreign operations $ 6,175 $ 646 $ 6,175 $ 646 Other expense, net
Pension and Other Postretirement Plans:
Amortization of net prior service credit (497) (521) (993) (1,040) (1)
Amortization of net actuarial gain (258) (380) (516) (759) (1)
Settlement gain (136,955) — (136,955) — (1)
(137,710) (901) (138,464) (1,799) Before tax
35,821 231 36,018 461 Provision for Income Taxes
(101,889) (670) (102,446) (1,338) Net of Tax
Cash Flow Hedges 170 61 334 121 Interest expense
Total reclassification for the period $ (95,544) $ 37 $ (95,937) $ (571) 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 12) and are included in non-operating pension and postretirement benefit income in the Company’s Condensed Consolidated Statements of Operations.
15. 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 $20 million.
16. BUSINESS SEGMENTS
The Company has seven reportable segments: Kaplan International, Kaplan Higher Education, Kaplan Supplemental Education, Television Broadcasting, CSI, Manufacturing and Automotive.
As of June 30, 2026, Kaplan had a total outstanding accounts receivable balance of $25.5 million from Purdue Global related to amounts due for reimbursements for services. Included in this total, Kaplan has a $3.7 million short-term receivable balance due from Purdue Global at June 30, 2026 related to the advance of $20.0 million during the initial KU Transaction.
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The Company’s segment information is as follows:
Three Months Ended June 30, 2026
(in thousands) Education Television Broadcasting Healthcare Manufacturing Automotive Total Segments
Operating Revenues $ 417,808 $ 109,630 $ 247,651 $ 133,280 $ 301,352 $ 1,209,721
Reconciliation of Revenue
Other Businesses and Corporate Office Revenues (1) 93,562
Intersegment Elimination (777)
Total Consolidated Revenues $ 1,302,506
Less: Significant Expenses (2)
Cost of Revenue (3) 159,247 162,496 98,107 254,956 674,806
Payroll and Fringe Benefits Expense (4) 113,770 27,745 21,086 162,601
Occupancy Expense 25,497 2,009 27,506
Advertising and Marketing Expense 19,569 19,569
Networking and Programming Expense 29,846 29,846
Management Services (5) 2,325 2,325
Other Segment Items (6) 38,875 16,232 56,899 20,037 10,918 142,961
Earnings Before Interest, Income Taxes, Depreciation, Amortization and Pension Service Cost (EBITDAP) $ 60,850 $ 35,807 $ 28,256 $ 15,136 $ 10,058 $ 150,107
Pension Service Cost 4,672 1,619 1,643 1,255 51 9,240
Depreciation Expense 5,659 2,345 1,913 3,037 1,937 14,891
Income from Operations before Amortization of Intangible Assets $ 50,519 $ 31,843 $ 24,700 $ 10,844 $ 8,070 $ 125,976
Other Businesses (7) (16,650)
Corporate Costs (19,714)
Amortization of Intangible Assets (5,978)
Income from Operations $ 83,634
Equity in Losses of Affiliates, Net (19,863)
Interest Expense, Net (15,292)
Non-Operating Pension and Postretirement Benefit Income, Net 169,649
Gain on Marketable Equity Securities, Net 101,879
Other Expense, Net (2,531)
Income Before Income Taxes $ 317,476
Capital Expenditures $ 4,003 $ 1,758 $ 3,568 $ 2,391 $ 666 $ 12,386
Reconciliation of Capital Expenditures
Other Businesses and Corporate Office Capital Expenditures (8) 7,364
Total Capital Expenditures $ 19,750
(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) Healthcare - indirect costs (e.g. payroll and benefits expenses, G&A expenses) and other SG&A expenses.
(d) Manufacturing - payroll and fringe benefits expense (SG&A) 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.
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The Company’s education division segment information is as follows:
Three Months Ended June 30, 2026
(in thousands) Kaplan International Higher Education Supplemental Education Kaplan Corporate and Other Intersegment Elimination Total Education
Operating Revenues $ 252,375 $ 86,293 $ 79,476 $ 284 $ (620) $ 417,808
Less: Significant Expenses (1)
Cost of Revenue (2) 85,092 61,158 13,220 (223) 159,247
Payroll and Fringe Benefits Expense (3) 72,089 3,962 32,701 5,101 (83) 113,770
Occupancy Expense 24,436 159 808 363 (269) 25,497
Advertising and Marketing Expense 7,320 1,919 10,202 128 19,569
Other Segment Items (4) 25,914 115 11,243 1,919 (316) 38,875
EBITDAP $ 37,524 $ 18,980 $ 11,302 $ (7,227) $ 271 $ 60,850
Pension Service Cost 50 2,032 2,060 530 4,672
Depreciation Expense 4,611 300 738 10 5,659
Income (Loss) from Operations before Amortization of Intangible Assets $ 32,863 $ 16,648 $ 8,504 $ (7,767) $ 271 $ 50,519
Capital Expenditures $ 2,940 $ 601 $ 457 $ 5 $ 4,003
(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.
The Company’s healthcare division segment information is as follows:
Three Months Ended June 30, 2026
(in thousands) CSI Other Healthcare Total Healthcare
Operating Revenues $ 148,523 $ 99,128 $ 247,651
Less: Significant Expenses (1)
Cost of Revenue (2) 115,040 47,456 162,496
Other Segment Items (3) 20,664 36,235 56,899
EBITDAP $ 12,819 $ 15,437 $ 28,256
Pension Service Cost — 1,643 1,643
Depreciation Expense 301 1,612 1,913
Income from Operations before Amortization of Intangible Assets $ 12,518 $ 12,182 $ 24,700
Capital Expenditures $ 1,220 $ 2,348 $ 3,568
(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. Cost of revenue excludes charges related to depreciation, which is shown separately.
(3) Other segment items for CSI include indirect costs (e.g. payroll and benefits expenses, G&A expenses) and other SG&A expenses.
24
The Company’s segment information is as follows:
Three Months Ended June 30, 2025
(in thousands) Education Television Broadcasting Healthcare Manufacturing Automotive Total Segments
Operating Revenues $ 436,813 $ 105,984 $ 202,219 $ 96,218 $ 285,572 $ 1,126,806
Reconciliation of Revenue
Other Businesses and Corporate Office Revenues (1) 89,591
Intersegment Elimination (625)
Total Consolidated Revenues $ 1,215,772
Less: Significant Expenses (2)
Cost of Revenue (3) 159,017 121,952 65,368 241,639 587,976
Payroll and Fringe Benefits Expense (4) 120,627 26,818 19,627 167,072
Occupancy Expense 29,024 1,857 30,881
Advertising and Marketing Expense 21,191 21,191
Networking and Programming Expense 31,207 31,207
Management Services (5) 2,059 2,059
Other Segment Items (6) 47,245 14,502 51,337 17,545 9,363 139,992
EBITDAP $ 59,709 $ 33,457 $ 28,930 $ 13,305 $ 11,027 $ 146,428
Pension Service Cost 4,413 1,532 1,993 654 21 8,613
Depreciation Expense 7,412 2,625 1,723 2,654 1,708 16,122
Income from Operations before Amortization of Intangible Assets $ 47,884 $ 29,300 $ 25,214 $ 9,997 $ 9,298 $ 121,693
Other Businesses (7) (25,666)
Corporate Costs (16,035)
Amortization of Intangible Assets (7,241)
Income from Operations $ 72,751
Equity in Earnings of Affiliates, Net 3,114
Interest Expense, Net (15,845)
Non-Operating Pension and Postretirement Benefit Income, Net 28,602
Loss on Marketable Equity Securities, Net (11,543)
Other Expense, Net (16,456)
Income Before Income Taxes $ 60,623
Capital Expenditures $ 5,376 $ 1,284 $ 4,449 $ 2,686 $ 1,492 $ 15,287
Reconciliation of Capital Expenditures
Other Businesses and Corporate Office Capital Expenditures (8) 4,533
Total Capital Expenditures $ 19,820
(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) Healthcare - indirect costs (e.g. payroll and benefits expenses, G&A expenses) and other SG&A expenses.
(d) Manufacturing - payroll and fringe benefits expense (SG&A) 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.
25
The Company’s education division segment information is as follows:
Three Months Ended June 30, 2025
(in thousands) Kaplan International Higher Education Supplemental Education Kaplan Corporate and Other Intersegment Elimination Total Education
Operating Revenues $ 272,171 $ 84,738 $ 80,161 $ 23 $ (280) $ 436,813
Less: Significant Expenses (1)
Cost of Revenue (2) 89,421 56,721 13,117 (242) 159,017
Payroll and Fringe Benefits Expense (3) 76,656 5,242 33,345 5,406 (22) 120,627
Occupancy Expense 27,540 184 1,228 72 29,024
Advertising and Marketing Expense 8,758 2,131 10,180 122 21,191
Other Segment Items (4) 33,320 216 12,282 1,428 (1) 47,245
EBITDAP $ 36,476 $ 20,244 $ 10,009 $ (7,005) $ (15) $ 59,709
Pension Service Cost 146 1,889 1,972 406 4,413
Depreciation Expense 6,393 383 631 5 7,412
Income (Loss) from Operations before Amortization of Intangible Assets $ 29,937 $ 17,972 $ 7,406 $ (7,416) $ (15) $ 47,884
Capital Expenditures $ 3,713 $ 492 $ 1,164 $ 7 $ 5,376
(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.
The Company’s healthcare division segment information is as follows:
Three Months Ended June 30, 2025
(in thousands) CSI Other Healthcare Total Healthcare
Operating Revenues $ 113,415 $ 88,804 $ 202,219
Less: Significant Expenses (1)
Cost of Revenue (2) 82,047 39,905 121,952
Other Segment Items (3) 17,154 34,183 51,337
EBITDAP $ 14,214 $ 14,716 $ 28,930
Pension Service Cost — 1,993 1,993
Depreciation Expense 183 1,540 1,723
Income from Operations before Amortization of Intangible Assets $ 14,031 $ 11,183 $ 25,214
Capital Expenditures $ 238 $ 4,211 $ 4,449
(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. Cost of revenue excludes charges related to depreciation, which is shown separately.
(3) Other segment items for CSI include indirect costs (e.g. payroll and benefits expenses, G&A expenses) and other SG&A expenses.
26
The Company’s segment information is as follows:
Six Months Ended June 30, 2026
(in thousands) Education Television Broadcasting Healthcare Manufacturing Automotive Total Segments
Operating Revenues $ 858,287 $ 221,183 $ 456,991 $ 258,314 $ 568,976 $ 2,363,751
Reconciliation of Revenue
Other Businesses and Corporate Office Revenues (1) 176,161
Intersegment Elimination (1,414)
Total Consolidated Revenues $ 2,538,498
Less: Significant Expenses (2)
Cost of Revenue (3) 326,674 296,432 186,321 481,699 1,291,126
Payroll and Fringe Benefits Expense (4) 231,427 55,030 41,078 327,535
Occupancy Expense 52,874 4,041 56,915
Advertising and Marketing Expense 38,998 38,998
Networking and Programming Expense 59,969 59,969
Management Services (5) 4,617 4,617
Other Segment Items (6) 85,246 31,250 110,981 40,749 20,308 288,534
EBITDAP $ 123,068 $ 74,934 $ 49,578 $ 31,244 $ 17,233 $ 296,057
Pension Service Cost 9,111 3,107 3,529 2,485 68 18,300
Depreciation Expense 11,713 4,681 3,827 6,172 3,782 30,175
Income from Operations before Amortization of Intangible Assets and Impairment of Goodwill and Asset Group Held for Sale $ 102,244 $ 67,146 $ 42,222 $ 22,587 $ 13,383 $ 247,582
Other Businesses (7) (40,250)
Corporate Costs (34,803)
Amortization of Intangible Assets (12,033)
Impairment of Goodwill and Asset Group Held for Sale (19,029)
Income from Operations $ 141,467
Equity in Earnings of Affiliates, Net 14,987
Interest Expense, Net (29,046)
Non-Operating Pension and Postretirement Benefit Income, Net 200,722
Gain on Marketable Equity Securities, Net 32,956
Other Expense, Net (2,959)
Income Before Income Taxes $ 358,127
Capital Expenditures $ 8,453 $ 4,694 $ 5,733 $ 4,079 $ 6,799 $ 29,758
Reconciliation of Capital Expenditures
Other Businesses and Corporate Office Capital Expenditures (8) 10,861
Total Capital Expenditures $ 40,619
(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) Healthcare - indirect costs (e.g. payroll and benefits expenses, G&A expenses) and other SG&A expenses.
(d) Manufacturing - payroll and fringe benefits expense (SG&A) 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.
27
The Company’s education division segment information is as follows:
Six Months Ended June 30, 2026
(in thousands) Kaplan International Higher Education Supplemental Education Kaplan Corporate and Other Intersegment Elimination Total Education
Operating Revenues $ 524,011 $ 178,696 $ 156,340 $ 555 $ (1,315) $ 858,287
Less: Significant Expenses (1)
Cost of Revenue (2) 175,093 127,401 24,742 (562) 326,674
Payroll and Fringe Benefits Expense (3) 148,481 7,767 65,733 9,603 (157) 231,427
Occupancy Expense 50,714 317 1,642 737 (536) 52,874
Advertising and Marketing Expense 15,519 3,839 19,419 221 38,998
Other Segment Items (4) 60,199 516 23,426 1,155 (50) 85,246
EBITDAP $ 74,005 $ 38,856 $ 21,378 $ (11,161) $ (10) $ 123,068
Pension Service Cost 176 3,952 4,046 937 9,111
Depreciation Expense 9,579 567 1,548 19 11,713
Income (Loss) from Operations before Amortization of Intangible Assets and Impairment of Goodwill and Other Long-lived Assets $ 64,250 $ 34,337 $ 15,784 $ (12,117) $ (10) $ 102,244
Capital Expenditures $ 6,240 $ 1,416 $ 792 $ 5 $ 8,453
(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.
The Company’s healthcare division segment information is as follows:
Six Months Ended June 30, 2026
(in thousands) CSI Other Healthcare Total Healthcare
Operating Revenues $ 266,304 $ 190,687 $ 456,991
Less: Significant Expenses (1)
Cost of Revenue (2) 206,184 90,248 296,432
Other Segment Items (3) 40,675 70,306 110,981
EBITDAP $ 19,445 $ 30,133 $ 49,578
Pension Service Cost — 3,529 3,529
Depreciation Expense 594 3,233 3,827
Income from Operations before Amortization of Intangible Assets $ 18,851 $ 23,371 $ 42,222
Capital Expenditures $ 2,787 $ 2,946 $ 5,733
(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. Cost of revenue excludes charges related to depreciation, which is shown separately.
(3) Other segment items for CSI include indirect costs (e.g. payroll and benefits expenses, G&A expenses) and other SG&A expenses.
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The Company’s segment information is as follows:
Six Months Ended June 30, 2025
(in thousands) Education Television Broadcasting Healthcare Manufacturing Automotive Total Segments
Operating Revenues $ 861,544 $ 209,538 $ 375,960 $ 194,223 $ 566,563 $ 2,207,828
Reconciliation of Revenue
Other Businesses and Corporate Office Revenues (1) 175,108
Intersegment Elimination (1,249)
Total Consolidated Revenues $ 2,381,687
Less: Significant Expenses (2)
Cost of Revenue (3) 325,104 222,067 135,105 481,946 1,164,222
Payroll and Fringe Benefits Expense (4) 233,947 54,582 39,056 327,585
Occupancy Expense 56,946 3,728 60,674
Advertising and Marketing Expense 40,411 40,411
Networking and Programming Expense 62,564 62,564
Management Services (5) 4,111 4,111
Other Segment Items (6) 91,288 29,130 101,743 34,123 18,442 274,726
EBITDAP $ 113,848 $ 63,262 $ 52,150 $ 24,995 $ 19,280 $ 273,535
Pension Service Cost 8,636 2,951 4,992 1,730 48 18,357
Depreciation Expense 15,176 5,253 3,509 5,357 3,437 32,732
Income from Operations before Amortization of Intangible Assets $ 90,036 $ 55,058 $ 43,649 $ 17,908 $ 15,795 $ 222,446
Other Businesses (7) (55,113)
Corporate Costs (32,044)
Amortization of Intangible Assets (15,065)
Income from Operations $ 120,224
Equity in Losses of Affiliates, Net (5,314)
Interest Expense, Net (95,622)
Non-Operating Pension and Postretirement Benefit Income, Net 63,219
Gain on Marketable Equity Securities, Net 32,258
Other Expense, Net (20,521)
Income Before Income Taxes $ 94,244
Capital Expenditures $ 10,117 $ 1,482 $ 5,066 $ 6,059 $ 1,972 $ 24,696
Reconciliation of Capital Expenditures
Other Businesses and Corporate Office Capital Expenditures (8) 9,227
Total Capital Expenditures $ 33,923
(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) Healthcare - indirect costs (e.g. payroll and benefits expenses, G&A expenses) and other SG&A expenses.
(d) Manufacturing - payroll and fringe benefits expense (SG&A) 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.
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The Company’s education division segment information is as follows:
Six Months Ended June 30, 2025
(in thousands) Kaplan International Higher Education Supplemental Education Kaplan Corporate and Other Intersegment Elimination Total Education
Operating Revenues $ 533,427 $ 173,225 $ 155,564 $ 35 $ (707) $ 861,544
Less: Significant Expenses (1)
Cost of Revenue (2) 177,518 123,383 24,872 (669) 325,104
Payroll and Fringe Benefits Expense (3) 147,322 9,719 66,512 10,416 (22) 233,947
Occupancy Expense 54,565 360 1,886 135 56,946
Advertising and Marketing Expense 16,943 4,008 19,210 250 40,411
Other Segment Items (4) 63,852 440 24,467 2,493 36 91,288
EBITDAP $ 73,227 $ 35,315 $ 18,617 $ (13,259) $ (52) $ 113,848
Pension Service Cost 286 3,697 3,859 794 8,636
Depreciation Expense 12,942 839 1,384 11 15,176
Income (Loss) from Operations before Amortization of Intangible Assets $ 59,999 $ 30,779 $ 13,374 $ (14,064) $ (52) $ 90,036
Capital Expenditures $ 6,500 $ 665 $ 2,945 $ 7 $ 10,117
(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.
The Company’s healthcare division segment information is as follows:
Six Months Ended June 30, 2025
(in thousands) CSI Other Healthcare Total Healthcare
Operating Revenues $ 203,663 $ 172,297 $ 375,960
Less: Significant Expenses (1)
Cost of Revenue (2) 146,021 76,046 222,067
Other Segment Items (3) 33,576 68,167 101,743
EBITDAP $ 24,066 $ 28,084 $ 52,150
Pension Service Cost — 4,992 4,992
Depreciation Expense 359 3,150 3,509
Income from Operations before Amortization of Intangible Assets $ 23,707 $ 19,942 $ 43,649
Capital Expenditures $ 536 $ 4,530 $ 5,066
(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. Cost of revenue excludes charges related to depreciation, which is shown separately.
(3) Other segment items for CSI include indirect costs (e.g. payroll and benefits expenses, G&A expenses) and other SG&A expenses.
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Asset information for the Company’s business segments is as follows:
As of
(in thousands) June 30, 2026 December 31, 2025
Identifiable Assets
Kaplan international $ 1,312,886 $ 1,551,682
Higher education 115,230 174,738
Supplemental education 231,555 247,181
Kaplan corporate and other 28,364 34,973
Education 1,688,035 2,008,574
Television broadcasting 381,276 393,097
CSI 201,786 128,170
Other healthcare 194,926 227,457
Healthcare 396,712 355,627
Manufacturing 553,100 535,006
Automotive 587,305 582,715
Total Segments 3,606,428 3,875,019
Other businesses 366,190 357,408
Corporate office 153,296 79,389
Investments in Marketable Equity Securities 1,083,092 1,081,938
Investments in Affiliates 208,550 229,565
Prepaid Pension Cost 2,723,553 2,772,394
Total Assets $ 8,141,109 $ 8,395,713
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