Graham Holdings Co

Graham Holdings Company is a diversified holding company whose operations include educational services, television broadcasting, manufacturing, healthcare, automotive dealerships and other businesses. Through Kaplan, Inc., the Company provides a wide variety of educational services to students, schools, colleges, universities and businesses, both domestically and outside the United States. The Company's television broadcasting segment owns and operates seven television broadcast stations. The Company's healthcare segments provide in-home specialty pharmacy infusion therapies; home health, hospice and palliative services; applied behavior analysis therapy; physician services for allergy, asthma and immunology patients; in-home aesthetics; and healthcare software-as-a-service technology. The Company's manufacturing companies include a multi-product supplier to the commercial building industry, 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 software-as-a-service platform provider 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.

Kaplan's businesses operate in fragmented and competitive markets. Kaplan International operates within highly fragmented and competitive markets across its global footprint, featuring competitors ranging from large for-profit universities to small English-language course providers. Kaplan North America competes with companies that provide various education technology solutions, consumer test and licensure preparation and course delivery, corporate training, university administrative support for online programs and courses, curriculum development, overall online program development and analytics for colleges and universities. GMG competes for audiences and advertising revenues with television and radio stations, cable systems, video services offered by telephone and broadband companies, DBS services, digital media services, and other media providers. The specialty home infusion market is highly competitive; CSI competes with hospital outpatient departments, payer- and PBM-owned specialty pharmacies, large national home infusion providers, and independent infusion platforms. The home health and hospice industries are extremely competitive and fragmented, consisting of both for-profit and nonprofit companies; according to the Medicare Payment Advisory Commission's July 2025 Data Book, there are approximately 12,057 Medicare-certified home health agencies and approximately 6,535 hospices in the U.S. The retail automotive industry is highly competitive and fragmented; automobile dealerships compete with dealerships offering the same brands as well as those offering other manufacturers' brands.

The Company generates revenue through a diverse mix of business models. Education revenue is primarily derived from postsecondary education services, professional education and test preparation services, recognized ratably over the instruction period or access period. Television broadcasting revenue is primarily comprised of television and internet advertising revenue and retransmission revenue. Healthcare revenue consists primarily of in-home specialty pharmacy infusion therapies at CSI; home health and hospice services; healthcare software-as-a-service technology; physician services; in-home aesthetics; applied behavior analysis therapy; and management services related to equity affiliates. Manufacturing revenue consists primarily of product sales generated by four businesses: Hoover, Dekko, Joyce, and Forney. Automotive revenue is generated primarily through the sale of new and used vehicles; the arrangement of vehicle financing, insurance and other service contracts; and the performance of vehicle repair and maintenance services. Other revenue includes restaurant sales, custom framing services, media management services, and subscription and advertising revenue from various media properties.

Education is the largest operating division of the Company, making up 35% of the Company's consolidated revenues in 2025. Kaplan is organized into three operating segments: Kaplan International (KI), Kaplan Higher Education (KHE) and Supplemental Education. KI revenue was $1,079,570 thousand ¹ in 2025, compared to $1,074,207 thousand ² in 2024. KI operating income was $113,402 thousand ³ in 2025, compared to $101,699 thousand ⁴ in 2024. KHE revenue was $349,211 thousand ⁵ in 2025, compared to $324,815 thousand ⁶ in 2024. KHE operating income was $56,410 thousand ⁷ in 2025, compared to $40,750 thousand ⁸ in 2024. Supplemental Education revenue was $317,159 thousand ⁹ in 2025, compared to $291,630 thousand ¹⁰ in 2024. Supplemental Education operating income was $33,392 thousand ¹¹ in 2025, compared to $26,934 thousand ¹² in 2024. Kaplan corporate and other revenue was $585 thousand ¹³ in 2025, compared to $5,761 thousand ¹⁴ in 2024. Kaplan corporate and other operating loss was $37,388 thousand ¹⁵ in 2025, compared to $35,148 thousand ¹⁶ in 2024. Amortization of intangible assets was $6,123 thousand ¹⁷ in 2025, compared to $10,487 thousand ¹⁸ in 2024. Impairment of long-lived assets was $0 ¹⁹ in 2025, compared to $22,930 thousand ²⁰ in 2024. Television broadcasting revenue was $425,106 thousand ²¹ in 2025, compared to $535,678 thousand ²² in 2024. Television broadcasting operating income was $112,270 thousand ²³ in 2025, compared to $201,165 thousand ²⁴ in 2024. Healthcare division revenue was $815,049 thousand ²⁵ in 2025, compared to $611,109 thousand ²⁶ in 2024. Healthcare division operating income was $95,969 thousand ²⁷ in 2025, compared to $50,885 thousand ²⁸ in 2024. CSI revenue was $465,508 thousand ²⁹ in 2025, compared to $299,598 thousand ³⁰ in 2024. CSI operating income was $53,234 thousand ³¹ in 2025, compared to $39,090 thousand ³² in 2024. Other Healthcare revenue was $349,541 thousand ³³ in 2025, compared to $311,511 thousand ³⁴ in 2024. Other Healthcare operating income was $42,735 thousand ³⁵ in 2025, compared to $11,795 thousand ³⁶ in 2024. Manufacturing revenue was $436,279 thousand ³⁷ in 2025, compared to $395,642 thousand ³⁸ in 2024. Manufacturing operating income was $18,621 thousand ³⁹ in 2025, compared to $18,370 thousand ⁴⁰ in 2024. Automotive revenue was $1,133,153 thousand ⁴¹ in 2025, compared to $1,200,477 thousand ⁴² in 2024. Automotive operating income was $17,380 thousand ⁴³ in 2025, compared to $38,015 thousand ⁴⁴ in 2024. Other Businesses revenue was $357,660 thousand ⁴⁵ in 2025, compared to $356,520 thousand ⁴⁶ in 2024.

Kaplan products and services reach learners directly or through Kaplan's many relationships, including approximately 17,680 companies ⁴⁷ and approximately 1,510 universities, colleges, schools and school districts ⁴⁸. In 2025, Kaplan was the provider for the educational needs of approximately 1,158,680 students and professionals worldwide ⁴⁹. In 2025, Kaplan's reach also included sales of 1,456,186 units of book/study aid products ⁵⁰. KI operates a diverse portfolio of educational businesses across Europe, the Middle East and North Africa, the Asia Pacific region, and North America. In 2025, Kaplan Professional Education provided courses to approximately 44,030 students ⁵¹ in accountancy, tax and financial services. At the end of 2025, KI's higher education institutions enrolled an aggregate of approximately 13,270 students ⁵². In 2025, KLG served approximately 37,890 students ⁵³ through language training, academic preparation, and proficiency exam preparation. As of December 31, 2025, the group operated nineteen English-language schools ⁵⁴ across the U.K., Ireland, Canada, and the U.S., as well as an online school, alongside five Alpadia schools ⁵⁵. In Australia, Kaplan Business School served approximately 11,550 students ⁵⁶ in 2025. Kaplan Professional, Australia served approximately 28,570 students ⁵⁷ with both vocational education and higher education qualifications via distance learning. Kaplan Professional had approximately 48,700 subscribers ⁵⁸ for its Ontrack continuing professional development platform. In 2025, KNA served a total of 74,968 students ⁵⁹ from Wake Forest University, Creighton University, Lynn University, University of Massachusetts Global, Purdue University Global, and Purdue University. In 2025, KNA served approximately 782,280 students ⁶⁰ through its exam preparation, professional licensure and certification, and corporate training and continuing education programs. At the end of 2025, KNA published 1,029 titles ⁶¹ available in print and digital formats, including 261 epub products ⁶². In 2025, KNA served approximately 3,420 business-to-business clients ⁶³, including 165 Fortune 500 companies ⁶⁴. GMG owns seven television stations located in Houston, TX; Detroit, MI; Orlando, FL; San Antonio, TX; Jacksonville, FL; and Roanoke, VA. In 2025, advertising revenue accounted for 54% ⁶⁵ of the total revenue for GMG's operations. The healthcare group served over 140,000 patients ⁶⁶ in 2025. CSI is a nationwide specialty home infusion pharmacy licensed in all 50 states ⁶⁷. GHG provides services to approximately 94,000 patients ⁶⁸ annually across the states of Michigan, Illinois, Pennsylvania, Kansas, Missouri, Ohio, and Florida. GHG's brands include Residential Home Health, Residential Hospice, AHN Healthcare@Home, and Mary Free Bed at Home, and across these companies there are 18 home health, 11 hospice, and six palliative care operating units ⁶⁹. Fourteen of GHG's 35 operating units ⁷⁰ are operated through joint ventures with health systems and physician groups. GHG generates over 90% ⁷¹ of its revenues for home health, palliative, and hospice services from Medicare and Medicare Advantage payors. Impact Medical operates a full-service physician practice with eight locations ⁷² in New Jersey and New York. Skin Clique serves clients across approximately 42 states ⁷³. Surpass Behavioral Health operates 14 Applied Behavior Analysis (ABA) clinics ⁷⁴ throughout Kentucky, South Carolina and Georgia. Approximately 70% ⁷⁵ of its revenue is generated across the 14 clinics. Hoover operates 11 facilities ⁷⁶ across the country and services a wood stocking distributor network of more than 100 locations ⁷⁷ spanning the U.S. and Canada. Dekko operates 10 facilities ⁷⁸ in four states and Mexico. The Company owns a 90% interest ⁷⁹ in eight automotive dealerships in the Washington, D.C. area. CRG owns and operates 14 restaurants ⁸⁰ and entertainment venues in the Washington, D.C. metropolitan area. Framebridge has 44 retail locations ⁸¹ and three manufacturing facilities in Kentucky, Nevada, and Virginia. Slate had an average of more than 5 million unique visitors per month ⁸² and averaged more than 15 million page views per month ⁸³ across desktop and mobile platforms in 2025. City Cast is a local media network currently operating in 13 cities ⁸⁴ around the country.

On July 15, 2025, Hoover acquired Arconic Architectural Products, LLC ⁸⁵, which manufactures aluminum cladding products. On October 21, 2025, the automotive subsidiary borrowed $38.7 million ⁸⁶ under the delayed draw term loan to finance the acquisition of a Honda automotive dealership, including the real property for the dealership operations. 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 for a total of $205 million ⁸⁷, which consisted of approximately $186.25 million ⁸⁸ in cash and $18.75 million ⁸⁹ in Graham Holdings Company Class B common stock. On November 24, 2025, the Company issued $500 million ⁹⁰ of 5.625% unsecured eight-year fixed-rate notes due December 1, 2033. 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 redeem the $400 million ⁹¹ of 5.75% notes due June 1, 2026, refinance outstanding revolving loans under the existing revolving credit facility, and repay all amounts outstanding under the Company's existing $150 million ⁹² term loan. In the fourth quarter of 2025, the Company recorded an intangible asset impairment charge of $10.1 million ⁹³ related to the CDJR franchise right indefinite-lived intangible asset. In the third quarter of 2025, the Company recorded a $0.6 million ⁹⁴ intangible asset impairment charge on the related franchise agreement for the Ourisman Jeep of Bethesda dealership. In the fourth quarter of 2024, the Company recorded a pre-tax, noncash settlement gain of $653.4 million ⁹⁵ in connection with the purchase of an irrevocable group annuity contract from an insurance company. In 2025, the Company purchased a total of 3,978 shares ⁹⁶ of its Class B common stock at a cost of approximately $3.5 million ⁹⁷ resulting from the net settlement of stock awards upon vesting. On September 12, 2024, the Board of Directors authorized the Company to acquire up to 500,000 shares ⁹⁸ of its Class B common stock. At December 31, 2025, the Company had remaining authorization from the Board of Directors to purchase up to 462,482 shares ⁹⁹ of Class B common stock.

Revenue for 2025 was $4,911.6 million ¹⁰⁰, up 3% from $4,790.9 million ¹⁰¹ in 2024. Operating costs and expenses for the year increased to $4,676.6 million ¹⁰² in 2025, from $4,575.4 million ¹⁰³ in 2024. The Company reported operating income for 2025 of $234.9 million ¹⁰⁴, compared to $215.5 million ¹⁰⁵ in 2024. Net income attributable to common shares was $292.3 million ¹⁰⁶ ($66.47 per share ¹⁰⁷) for the year ended December 31, 2025, compared to $724.6 million ¹⁰⁸ ($163.40 per share ¹⁰⁹) for the year ended December 31, 2024. The Company incurred net interest expense of $110.5 million ¹¹⁰ in 2025, compared to $176.3 million ¹¹¹ in 2024. The Company recorded net non-operating pension and postretirement benefit income of $127.5 million ¹¹² in 2025, compared to $794.9 million ¹¹³ in 2024. The Company recognized $200.2 million ¹¹⁴ in net gains on marketable equity securities in 2025 compared to $181.3 million ¹¹⁵ in 2024. The Company's effective tax rates for 2025 and 2024 were 32.6% ¹¹⁶ and 28.5% ¹¹⁷, respectively. Net cash provided by operating activities was $347.2 million ¹¹⁸ for 2025, compared to $407.0 million ¹¹⁹ for 2024.

The Company estimates that its capital expenditures will be in the range of $90 million to $100 million ¹²⁰ in 2026. The Company expects to pay a dividend of $7.52 per share ¹²¹ in 2026. The Company estimates that it will record a net pension credit of approximately $97.1 million ¹²² in 2026.

KI's operations, institutions and programs in the U.S. may be subject to state-level regulation and oversight by state regulatory agencies. KI's ability to enroll international students in programs in the U.K., U.S., Singapore, Australia, New Zealand, Canada and other countries and to recruit students for study with KI's partners is directly dependent on the laws and regulations governing student immigration. Changes to Australian and Canadian student immigration rules have impacted, and will continue to impact, KI's ability to recruit students for study at its own colleges and its partner universities. The new U.S. presidential administration has implemented policy changes that have affected international student entry to, or ability to study in, the U.S., including increased visa vetting for individuals seeking to enter the U.S. and restrictions on conduct while in the U.S. The closure of U.S. visa offices in 2025 had a negative impact on KI's ability to recruit international students and materially adversely affected KI's recruitment for U.S. university partners. Australia introduced an indicative Student Visa approval allocation for post-secondary education providers at the end of 2024. Under this new system, a slowdown in visa approvals applies once an institution reaches 80% of its allocation. These measures have impacted, and are expected to continue impacting, international student recruitment for Kaplan's colleges and partner universities in the region. Limits on international student recruitment introduced in Australia are expected to impact Kaplan Business school in 2026.

The Company's television broadcasting division reported lower revenues and operating income in 2025, due largely to a significant decrease in political advertising revenue from the 2024 election cycle and declines in local and digital advertising revenue. Retransmission revenues, net of network fee expense, declined in 2025 with this trend expected to continue in the future due largely to adverse subscriber trends from cord cutting. While per subscriber rates from cable, satellite and OTT providers have grown, overall cable and satellite subscribers are down due to cord cutting, resulting in retransmission revenue net of network fees in 2025 to decline compared with 2024, and this trend is expected to continue in the future. The healthcare division has grown substantially over the last few years and provided meaningful operating cash flow from internal growth and acquisitions. Since 2019, the healthcare division has expanded from its home health and hospice operations into new lines of business. CSI reported significant revenue growth and substantially higher operating results in 2025 from an expansion of infusion treatment offerings and patient service areas in 2025. Healthcare's home health and hospice revenue and operating results have also grown substantially in recent years, with investments to streamline operations and enhance patient care, along with a reduction in pension expense in 2025. Framebridge opened 13 new stores in 2025, including six new stores in California, and continues to actively explore opportunities for further store expansion. CRG plans to open a new restaurant in Reston, VA in the second quarter of 2026, as well as a Clyde's at Dulles International Airport under a licensing agreement later in 2026.

The Company's effective tax rate in 2025 and 2024 was unfavorably impacted by permanent differences related to the interest expense recorded to adjust the fair value of the mandatorily redeemable noncontrolling interest at the healthcare division and the goodwill and intangible asset impairment charges. In addition, the 2025 effective tax rate was unfavorably impacted by a $9.9 million ¹²³ deferred tax adjustment arising from a change in the estimated deferred state income tax rate attributable to the apportionment formula used in the calculation of deferred taxes related to the Company's pension and other postretirement plans. Excluding the impact of these items, the overall income tax rates for 2025 and 2024 were 27.6% ¹²⁴ and 25.8% ¹²⁵, respectively.

The Company expects to fund its estimated capital needs primarily through existing cash balances and internally generated funds, and, as needed, from borrowings under its revolving credit facility. As of December 31, 2025, the Company had $222.5 million ¹²⁶ outstanding under the $400 million ¹²⁷ revolving credit facility. In management's opinion, the Company will have sufficient financial resources to meet its business requirements in the next 12 months, including working capital requirements, capital expenditures, interest payments, potential acquisitions and strategic investments, dividends and stock repurchases.

The Company estimates that its capital expenditures will be in the range of $90 million to $100 million ¹²⁸ in 2026. The Company expects to pay a dividend of $7.52 per share ¹²⁹ in 2026. The Company estimates that it will record a net pension credit of approximately $97.1 million ¹³⁰ in 2026.

The Company's manufacturing operations have experienced in recent years a highly competitive market for production labor. While the market has improved, competitiveness in the industrial sector for experienced skilled workers will continue, which may limit its ability to meet customer demand. If staffing cannot be hired at a cost-efficient wage rate relative to product pricing, volume will be impacted. The Company's businesses purchase materials from suppliers in both the U.S. and other countries, including Mexico, Canada and China. Some of its businesses source products and parts from regions that have already been subject to tariffs that have impacted the cost of their products. Should new tariffs be levied on goods or materials imported from other countries, it could result in cost increases to both the Company and its customers and could impact customer demand. Widespread imposition of tariffs could materially adversely affect the Company's results of operations.

The Company's television broadcasting business operates in a highly regulated environment. The costs and burdens of complying with applicable regulations have significantly increased, and may continue to increase, GMG's operating costs, and have reduced, and may continue to reduce, the revenues of GMG's business. Changes in regulations have the potential to negatively impact the television broadcasting business, not only by increasing compliance costs and reducing revenues through restrictions on certain types of advertising, limitations on pricing flexibility, or other means, but also by possibly creating more favorable regulatory environments for the providers of competing services, including unregulated digital programming distribution platforms. The Company cannot predict how the market will evolve as the new broadcast television station technical standard, ATSC 3.0, is made available in a growing number of television markets across the country; today, ATSC 3.0 streams are available in more than 80 markets. As the number of subscribers to traditional cable, satellite and telecommunications services continues to decline, GMG faces the possibility of declining revenues under its existing retransmission agreements, which typically provide for payment to GMG on a per-subscriber basis.

Changes in International Laws and Regulations and Travel Restrictions and Related Policy Announcements Have Materially Adversely Affected, and Together with Changes in Immigration Laws or Sanctions Could Continue to Materially Adversely Affect, International Student Enrollments and Kaplan's Business. In 2021, Kaplan received claims and related information requests seeking discharge of approximately $35 million ¹³¹ in loans, excluding interest, from students at Title IV participating schools formerly owned by Kaplan. The U.K. government ended the VAT exemption for private schools, effective January 1, 2025, resulting in a 20% ¹³² effective increase in tuition, boarding and other costs which materially impacted enrollment of new and existing students at MPW. The Home Health Rule for 2026, published on November 28, 2025, and effective January 1, 2026, will add further financial and operational pressures by decreasing aggregate Medicare payments to home health agencies by 1.3% ¹³³ compared to calendar year 2025. In the fourth quarter of 2025, the Company recorded an intangible asset impairment charge of $10.1 million ¹³⁴ related to the CDJR franchise right indefinite-lived intangible asset as a result of underperformance at the CDJR automotive dealership from a continued decline in revenues. The estimated fair value of the Framebridge reporting unit exceeded its carrying values by a margin of less than 20% ¹³⁵ as of November 30, 2025, and there exists a reasonable possibility that a decrease in the assumed projected cash flows or long-term growth rate, or an increase in the discount rate assumption could result in a possible impairment charge.

Management's discussion and analysis emphasizes that Education is the largest operating division of the Company, making up 35% of the Company's consolidated revenues in 2025 and having the largest operating income in 2025. The Company has devoted significant resources and attention to this division for many years, given its geographic and product diversity, the investment opportunities and growth prospects during this time, and challenges related to government regulation. KI reported revenue and operating income growth for 2025 due largely to increases at UK Professional and Singapore, partially offset by declines at Pathways and Languages. KHE revenue and operating income improved due to an increase in the fees from Purdue University Global. Supplemental Education revenues and operating results improved in 2025 due to growth in most of the program offerings. Television broadcasting was the Company's second largest business in 2025 from an operating income standpoint. The healthcare division has grown substantially over the last few years and provided meaningful operating cash flow from internal growth and acquisitions. The Company's manufacturing division has provided meaningful operating cash flow over the last few years. The Company's other businesses include several investment stage businesses as well as investments into new lines of business over the last few years. The Company generates a significant amount of cash from its businesses that is used to support its operations, pay down debt and fund capital expenditures, share repurchases, dividends, acquisitions and other investments.