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What changed in Graham Holdings Co's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Graham Holdings Co's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+417 added−417 removedSource: 10-K (2025-02-26) vs 10-K (2024-02-23)

Top changes in Graham Holdings Co's 2024 10-K

417 paragraphs added · 417 removed · 342 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

202 edited+41 added−49 removed106 unchanged
Biggest changeThe Company’s other businesses include an online art gallery and in-person art fair business; an online commerce platform featuring original art and designs on an array of consumer products; an owner and operator of websites; restaurants; a custom framing company; a marketing solutions provider; a customer data and analytics software company; Slate and Foreign Policy magazines; and a daily local news podcast and newsletter company.
Biggest changeThe 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; an online commerce platform featuring original art and designs on an array of consumer products; and an owner and operator of websites.
A material portion of KNA’s revenues is attributable to deferred purchase price and service fees it receives under the TOSA with Purdue Global, which are dependent upon revenues generated by Purdue Global and dependent upon Purdue Global’s eligibility to participate in the Title IV federal student aid program.
A material portion of KNA’s revenues is attributable to deferred purchase price and service fees it receives under the TOSA with Purdue Global, which are dependent upon revenues generated by Purdue Global and Purdue Global’s eligibility to participate in the Title IV federal student aid program.
The extent to which GMG’s broadcast business will be affected by the FCC action allowing unlicensed devices to operate in bands of spectrum used by broadcasters is not yet known. Carriage of Local Broadcast Signals.
The extent to which GMG’s broadcast business will be affected by FCC action allowing unlicensed devices to operate in bands of spectrum used by broadcasters is not yet known. Carriage of Local Broadcast Signals.
The rule prohibits one broadcaster from owning (or having an attributable interest in) two full-power television stations licensed to the same Nielsen DMA if both of them are ranked among the top four stations in the market, unless the broadcaster can demonstrate to the FCC that the combination serves the public interest.
The rule prohibits one broadcaster from owning (or having an attributable interest in) two full-power television stations licensed in the same Nielsen DMA if both of them are ranked among the top four stations in the market, unless the broadcaster can demonstrate to the FCC that the combination serves the public interest.
If the ED finds that Purdue Global or other client institutions have failed to comply with Title IV requirements or improperly disbursed or retained Title IV program funds, it may take one or more of a number of actions, including, but not limited to: • fining the school; • requiring the school to repay Title IV program funds; • limiting or terminating the school’s eligibility to participate in Title IV programs; • initiating an emergency action to suspend the school’s participation in Title IV programs without prior notice or opportunity for a hearing; • transferring the school to a method of Title IV payment that would adversely affect the timing of the institution’s receipt of Title IV funds; • requiring the school to submit a letter of credit; • denying or refusing to consider the school’s application for renewal of its certification to participate in the Title IV programs or for approval to add a new campus or educational program; and • referring the matter for possible civil or criminal investigation.
If the ED finds that Purdue Global or other client institutions have failed to comply with 6 Title IV requirements or improperly disbursed or retained Title IV program funds, it may take one or more of a number of actions, including, but not limited to: • fining the school; • requiring the school to repay Title IV program funds; • limiting or terminating the school’s eligibility to participate in Title IV programs; • initiating an emergency action to suspend the school’s participation in Title IV programs without prior notice or opportunity for a hearing; • transferring the school to a method of Title IV payment that would adversely affect the timing of the institution’s receipt of Title IV funds; • requiring the school to submit a letter of credit; • denying or refusing to consider the school’s application for renewal of its certification to participate in the Title IV programs or for approval to add a new campus or educational program; and • referring the matter for possible civil or criminal investigation.
KNA’s failure to comply with these and other federal and state laws and regulations could result in adverse consequences to KNA’s business, including, for example: • The imposition on KNA and/or Kaplan of fines, other sanctions or liabilities, including, without limitation, repayment obligations for Title IV funds to the ED or the termination or limitation on Kaplan’s eligibility to provide services as a Third-Party Servicer to any Title IV participating institution; • Adverse effects on KNA’s business and results of operations from a reduction or loss in KNA’s revenues under the TOSA or any other agreement with any Title IV participating institution if a client institution loses or has limits placed on its Title IV eligibility, accreditation, operations or state licensure, or is subject to fines, repayment obligations or other adverse actions due to noncompliance by KNA (or the institution) with Title IV, accreditor, federal or state agency requirements; 5 • Liability under the TOSA or any other agreement with any Title IV participating institution for noncompliance with federal, state or accreditation requirements arising from KNA’s conduct; and • Liability for noncompliance with Title IV or other federal or state laws and regulations occurring prior to the transfer of Kaplan University to Purdue.
KNA’s failure to comply with these and other federal and state laws and regulations could result in adverse consequences to KNA’s business, including, for example: • The imposition on KNA and/or Kaplan of fines, other sanctions or liabilities, including, without limitation, repayment obligations for Title IV funds to the ED or the termination or limitation on Kaplan’s eligibility to provide services as a Third-Party Servicer to any Title IV participating institution; • Adverse effects on KNA’s business and results of operations from a reduction or loss in KNA’s revenues under the TOSA or any other agreement with any Title IV participating institution if a client institution loses or has limits placed on its Title IV eligibility, accreditation, operations or state licensure, or is subject to fines, repayment obligations or other adverse actions due to noncompliance by KNA (or the institution) with Title IV, accreditor, federal or state agency requirements; • Liability under the TOSA or any other agreement with any Title IV participating institution for noncompliance with federal, state or accreditation requirements arising from KNA’s conduct; and • Liability for noncompliance with Title IV or other federal or state laws and regulations occurring prior to the transfer of Kaplan University to Purdue.
While GMG does not anticipate that these rules will materially affect its bargaining position in retransmission consent negotiations, if Congress or the FCC were to enact further changes to the retransmission consent rules (such as by requiring small station groups like GMG to negotiate with MVPD buying groups, mandating continued carriage of a station’s signal by an MVPD during a retransmission consent dispute, or otherwise giving MVPDs heightened bargaining power), such changes could have a material effect on retransmission consent revenues.
While GMG does not anticipate that these rules will materially affect its bargaining position in retransmission consent negotiations, if Congress or the FCC were to enact further changes to the retransmission consent rules (such as by requiring small station groups like GMG to negotiate with MVPD buying groups, mandating continued carriage of a station’s signal by an MVPD during a retransmission consent dispute, or otherwise giving MVPDs heightened bargaining power), such changes could have a material effect on GMG’s retransmission consent revenues.
Additionally, Purdue Global and other client institutions are subject to laws and regulations that, among other things, limit student default rates on the repayment of Title IV loans, permit borrower defenses to repayment of Title IV loans based on certain conduct of the institution, establish specific measures of financial responsibility and administrative capability, regulate the addition of new campuses 6 and programs and other institutional changes; require compliance with state professional licensure board requirements to the extent applicable to institutional programs and require state authorization and institutional and programmatic accreditation.
Additionally, Purdue Global and other client institutions are subject to laws and regulations that, among other things, limit student default rates on the repayment of Title IV loans, permit borrower defenses to repayment of Title IV loans based on certain conduct of the institution, establish specific measures of financial responsibility and administrative capability, regulate the addition of new campuses and programs and other institutional changes, require compliance with state professional licensure board requirements to the extent applicable to institutional programs and require state authorization and institutional and programmatic accreditation.
At the end of the 30-year term, if Purdue Global does not renew the TOSA, Purdue Global will be obligated to make a 4 final payment of 75% of its total revenue earned during the preceding 12-month period, which payment will be made pursuant to a 10-year note, and, at the election of Purdue Global, for no additional consideration, it may receive certain assets used exclusively by KNA to provide the support activities pursuant to the TOSA.
At the end of the 30-year term, if Purdue Global does not renew the TOSA, Purdue Global will be obligated to make a final payment of 75% of its total revenue earned during the preceding 12-month period, which payment will be made pursuant to a 10-year note, and, at the election of Purdue Global, for no additional consideration, it may receive certain assets used exclusively by KNA to provide the support activities pursuant to the TOSA.
Competitive factors in these KNA markets include 1) the ability to deliver a wide range of educational services and programs to clients across all levels of programs and administrative functions; 2) cost effectiveness; 3) expertise in marketing, recruitment and program delivery; 4) student outcomes and satisfaction; 5) the ability to invest in start-up and scaling initiatives; 6) reputation; and 7) compliance with laws and the ability to navigate complex regulatory requirements.
Competitive factors in these KNA markets include 1) the ability to deliver a wide range of educational 15 services and programs to clients across all levels of programs and administrative functions; 2) cost effectiveness; 3) expertise in marketing, recruitment and program delivery; 4) student outcomes and satisfaction; 5) the ability to invest in start-up and scaling initiatives; 6) reputation; and 7) compliance with laws and the ability to navigate complex regulatory requirements.
Principal competitors in this space currently include various online media companies ranging from large internet media companies to specialized and enthusiast properties that focus on particular areas of consumer interest, as well as social media outlets such as Facebook, TikTok, YouTube, Snapchat, Instagram and Pinterest, where brands and advertisers are focusing a significant portion of their online advertising spend in order to connect with their customers.
Principal competitors in this space currently include various online media companies ranging from large internet media companies to specialized and enthusiast properties that focus on particular areas of consumer interest, as well as social media outlets such as Facebook, TikTok, YouTube, Snapchat, Instagram and Pinterest, where brands and 17 advertisers are focusing a significant portion of their online advertising spend in order to connect with their customers.
KNA’s professional licensure training and preparation and corporate training products and services offer a broad portfolio of products, many within highly regulated and mature industries, including securities, insurance, real estate and 15 wealth management, where competition includes a wide variety of national, regional and local companies seeking the same market share and resulting in deep price discounting and commoditization of offerings.
KNA’s professional licensure training and preparation and corporate training products and services offer a broad portfolio of products, many within highly regulated and mature industries, including securities, insurance, real estate and wealth management, where competition includes a wide variety of national, regional and local companies seeking the same market share and resulting in deep price discounting and commoditization of offerings.
The Order largely retains the current local television ownership rule without significant substantive change, with one exception: going forward, the rule generally will prohibit a broadcaster from acquiring a second (or additional) top-four network affiliation and placing it on a station’s multicast stream or on a commonly owned low power television station in the same market.
The 2023 Order largely retains the current local television ownership rule without significant substantive change, with one exception: going forward, the rule generally will prohibit a broadcaster from acquiring a second (or additional) top-four network affiliation and placing it on a station’s multicast stream or on a commonly owned low power television station in the same market.
Operating loss is defined as the amount by which the sum of (1) Purdue Global’s and KNA’s respective costs in performing academic and support functions and (2) the $10 million Purdue Priority Payment in each of the first five years following March 22, 2018, exceeds the revenue Purdue Global generates for the applicable fiscal year.
Operating loss is defined as the amount by which the sum of (1) Purdue Global’s and KNA’s respective costs in 4 performing academic and support functions and (2) the $10 million Purdue Priority Payment in each of the first five years following March 22, 2018, exceeds the revenue Purdue Global generates for the applicable fiscal year.
Kaplan intends to similarly respond to any new claims that apply to Kaplan University or prior Kaplan-owned schools. If the claims are successful, the ED may seek reimbursement for the amount discharged from Kaplan. If the ED initiates a reimbursement action against Kaplan following approval of former students’ BDTR applications, Kaplan may be subject to significant liability.
Kaplan intends to similarly respond to any new claims that apply to Kaplan University or other prior Kaplan-owned schools. If the claims are successful, the ED may seek reimbursement for the amount discharged from Kaplan. If the ED initiates a reimbursement action against Kaplan following approval of former students’ BDTR applications, Kaplan may be subject to significant liability.
At GMG, employees have access to several development and training programs, including Boss School, a management training session, PROduce! for high potential producers to enhance their innovative mindset and leadership skills, and access to several other resources that provide individual learning and group activities on a variety of leadership and workplace collaboration topics.
For example, at GMG, employees have access to several development and training programs, including Boss School, a management training session, PROduce! for high potential producers to enhance their innovative mindset and leadership skills, and access to several other resources that provide individual learning and group activities on a variety of leadership and workplace collaboration topics.
For example, borrower defense to repayment regulations that allow students to discharge certain federal loans and provide a process for the ED to recover the discharged amounts from the students’ school, and closed school loan discharges may create liability for Kaplan as a past owner of Title IV eligible institutions.
For example, borrower defense to repayment (BDTR) regulations that allow students to discharge certain federal loans and provide a process for the ED to recover the discharged amounts from the students’ school, and closed school loan discharges may create liability for Kaplan as a past owner of Title IV eligible institutions.
Framebridge provides high-quality, affordable and fast custom framing directly to consumers. Through its website, app and retail locations, Framebridge offers consumers the option to drop off or ship artwork, pictures and other personal objects directly to Framebridge to be custom framed and then delivered directly to a customer or a retail store for in-store pick up.
Framebridge, Inc. (Framebridge) provides high-quality, affordable and fast custom framing directly to consumers. Through its website, app and retail locations, Framebridge offers consumers the option to drop off or ship artwork, pictures and other personal objects directly to Framebridge to be custom framed and then delivered directly to a customer or a retail store for in-store pick up.
The Kaplan UK business in Europe, through Kaplan Financial Limited, is a provider of apprenticeship training and test preparation services for accounting and financial services professionals, including those studying for ACCA, CIMA and ICAEW qualifications. Headquartered in London, England, Kaplan UK has 14 training centers located throughout the U.K.
The Kaplan UK business in Europe, through Kaplan Financial Limited, is a provider of apprenticeship training and test preparation services for accounting and financial services professionals, including those studying for ACCA, CIMA and ICAEW qualifications. Headquartered in London, England, Kaplan UK has 14 training centers located 1 throughout the U.K.
Kaplan expects to vigorously defend any attempt by the ED to hold Kaplan liable for any ultimate student discharges. Kaplan responded to the initial set of claims in 2021 with documentary and narrative evidence to refute the allegations, demonstrate their lack of merit, and support the denial of all such claims by the ED.
Kaplan expects to vigorously defend any attempt by the ED to hold Kaplan liable for any ultimate student discharges. Kaplan responded to the initial set of claims in 2021 with documentary and narrative evidence to refute the allegations, demonstrate their lack of merit, 7 and support the denial of all such claims by the ED.
In Europe, KI operates the following businesses, all of which are based in the U.K. and Ireland: Kaplan UK, KI Pathways, Kaplan Languages Group, Mander Portman Woodward, Dublin Business School, Kaplan Open Learning and BridgeU. In the Middle East, Kaplan Professional Middle East is based in the United Arab Emirates.
In Europe, KI operates the following businesses, all of which are based in the U.K. and Ireland: Kaplan UK, KI Pathways, Kaplan Languages Group, Mander Portman Woodward (MPW), Dublin Business School, Kaplan Open Learning and BridgeU. In the Middle East, Kaplan Professional Middle East is based in the United Arab Emirates.
The principal competitive factors in parts and service sales are price, the use of factory-approved replacement parts, factory-trained technicians and the quality of customer service. OTHER ACTIVITIES Saatchi Online, Inc. (Saatchi Art Group) Saatchi Art Group competes with a wide variety of online and brick-and-mortar companies selling comparable products.
The principal competitive factors in parts and service sales are price, the use of factory-approved replacement parts, factory-trained technicians and the quality of customer service. OTHER ACTIVITIES Saatchi Online, Inc. Saatchi Art competes with a wide variety of online and brick-and-mortar companies selling comparable products.
Wood products are commodities with volatile market pricing; however, Hoover’s reputation for quality products and its unique distribution model, which provides superior product availability, enable Hoover to maintain a leading position across the continent. Group Dekko, Inc.
Wood products are commodities with volatile market pricing; however, Hoover’s reputation for quality 16 products and its unique distribution model, which provides superior product availability, enable Hoover to maintain a leading position across the continent. Group Dekko, Inc.
GHG markets its services to physicians, discharge planners and social workers at hospitals, nursing homes, senior living communities and physicians’ offices through a direct sales model. GHG differentiates its offerings based on 16 response time, clinical programming, clinical outcomes and patient satisfaction.
GHG markets its services to physicians, discharge planners and social workers at hospitals, nursing homes, senior living communities and physicians’ offices through a direct sales model. GHG differentiates its offerings based on response time, clinical programming, clinical outcomes and patient satisfaction.
In December 2017, the FCC initiated a rule-making proceeding seeking comments regarding its authority to modify or eliminate the national television ownership cap, as well as the potential elimination of the UHF discount. That proceeding remains open. 11 Programming.
In December 2017, the FCC initiated a rule-making proceeding seeking comments regarding its authority to modify or eliminate the national television ownership cap, as well as the potential elimination of the UHF discount. That proceeding remains open. Programming.
The ED intends to apply this new definition to public institutions as well as private nonprofit institutions. Such regulatory changes including those described above could subject Kaplan or its partner institutions to additional regulatory requirements and liabilities. Incentive compensation.
The ED 5 intends to apply this new definition to public institutions as well as private nonprofit institutions. Such regulatory changes, including those described above, could subject Kaplan or its partner institutions to additional regulatory requirements and liabilities. Incentive compensation.
The FCC has not acted on that proposal to date. If Congress or the FCC were to enact further changes to the exclusivity rules, such changes could materially affect the GMG stations’ bargaining position in future retransmission consent negotiations. Ownership Limits.
The FCC has not acted on that proposal. If Congress or the FCC were to enact further changes to the exclusivity rules, such changes could materially affect the GMG stations’ bargaining position in future retransmission consent negotiations. Ownership Limits.
Society6, LLC Operating an e-commerce marketplace is highly competitive, and Society6 Group expects competition to increase in the future. Society6 Group competes with a wide variety of online and brick-and-mortar companies selling comparable products.
Society6, LLC Operating an e-commerce marketplace is highly competitive, and Society6 expects competition to increase in the future. Society6 competes with a wide variety of online and brick-and-mortar companies selling comparable products.
The TOSA, as amended, reflects the parties’ intent that, subject to available cash (calculated as cash balance minus cash deficiencies, if any, projected for the next six-month period based on applicable budget), KNA is entitled to receive a payment equal to 12.5% (increased to 13% beginning on June 30, 2023 and through June 30, 2027) of Purdue Global’s revenue, which served as the deferred purchase price for the transfer of Kaplan University to Purdue Global (Deferred Purchase Price).
The TOSA, as amended, reflects the parties’ intent that, subject to available cash (calculated as cash balance minus cash deficiencies, if any, projected for the next six-month period based on applicable budget), KNA is entitled to receive a payment equal to 12.5% (increased to 13% beginning on June 30, 2023 and through June 30, 2027) of Purdue Global’s revenue, which serves as the deferred purchase price for the transfer of Kaplan University to Purdue Global (Deferred Purchase Price).
The ED’s process 7 for adjudicating these claims is subject to the borrower defense regulations including those finalized in 2022 and effective July 1, 2023.
The ED’s process for adjudicating these claims is subject to the borrower defense regulations including those finalized in 2022 and effective July 1, 2023.
The Company has a management services agreement with an entity affiliated with 13 Christopher J. Ourisman, a member of the Ourisman Automotive Group family of dealerships, to operate and manage the operations of the dealerships. The Company also owns Roda (formerly CarCare To Go), which provides valet repair services in the Washington, D.C. area. OTHER ACTIVITIES Saatchi Online, Inc.
The Company has a management services agreement with an entity affiliated with Christopher J. Ourisman, a member of the Ourisman Automotive Group family of dealerships, to operate and manage the operations of the dealerships. The Company also owns Roda (formerly CarCare To Go), which provides valet repair services in the Washington, D.C. metropolitan area. OTHER ACTIVITIES Saatchi Online, Inc.
(Dekko) is an electrical solutions company that focuses on innovative power charging and data systems; industrial and commercial indoor lighting solutions; and the manufacture of electrical components and assemblies for medical equipment, transportation, industrial and appliance products. Dekko, founded in 1952, is headquartered in Fort Wayne, IN, and operates 11 facilities in four states and Mexico. Joyce/Dayton Corp. Joyce/Dayton Corp.
(Dekko) is an electrical solutions company that focuses on innovative power charging and data systems; industrial and commercial indoor lighting solutions; and the manufacture of electrical components and assemblies for medical equipment, transportation, industrial and appliance products. Dekko, founded in 1952, is headquartered in Fort Wayne, IN, and operates 10 facilities in four states and Mexico. Joyce/Dayton Corp. Joyce/Dayton Corp.
(Saatchi Art Group) including SaatchiArt.com (Saatchi Art) and its art fair event brand, The Other Art Fair, provides an online art gallery where a global community of artists exhibit and sell their original artwork directly to consumers through an online gallery as well as through virtual reality and in-person art fairs hosted in the U.S., the U.K. and Australia.
Saatchi Online, Inc. (Saatchi Art) including SaatchiArt.com and its art fair event brand, The Other Art Fair, provides an online art gallery where a global community of artists exhibit and sell their original artwork directly to consumers through an online gallery as well as through virtual reality and in-person art fairs hosted in the U.S., U.K. and Australia.
The following table sets forth certain information with respect to each of the Company’s television stations: Station, Location and Year Commercial Operation Commenced National Market Ranking (a) Primary Network Affiliation Expiration Date of FCC License Expiration Date of Network Agreement Total Commercial Stations in DMA (b) KPRC, Houston, TX, 1949 6th NBC Aug. 1, 2030 Dec. 31, 2025 14 WDIV, Detroit, MI, 1947 14th NBC Oct. 1, 2029 Dec. 31, 2025 8 WKMG, Orlando, FL, 1954 16th CBS Feb. 1, 2029 June 30, 2026 13 KSAT, San Antonio, TX, 1957 31st ABC Aug. 1, 2030 March 31, 2026 12 WJXT, Jacksonville, FL, 1947 41st None Feb. 1, 2029 — 8 WCWJ, Jacksonville, FL, 1966 41st CW Feb. 1, 2029 Aug. 31, 2025 8 WSLS, Roanoke, VA, 1952 70th NBC Oct. 1, 2028 Dec. 31, 2025 7 _________________________________________________________________________________ (a) Source: 2023/2024 Local Television Market Universe Estimates, the Nielsen Company, November 2023 and effective January 1, 2024, based on television homes in DMA (see note (b) below).
The following table sets forth certain information with respect to each of the Company’s television stations: Station, Location and Year Commercial Operation Commenced National Market Ranking (a) Primary Network Affiliation Expiration Date of FCC License Expiration Date of Network Agreement Total Commercial Stations in DMA (b) KPRC, Houston, TX, 1949 6th NBC Aug. 1, 2030 Dec. 31, 2025 14 WDIV, Detroit, MI, 1947 14th NBC Oct. 1, 2029 Dec. 31, 2025 8 WKMG, Orlando, FL, 1954 15th CBS Feb. 1, 2029 June 30, 2026 12 KSAT, San Antonio, TX, 1957 31st ABC Aug. 1, 2030 March 31, 2026 13 WJXT, Jacksonville, FL, 1947 41st None Feb. 1, 2029 — 7 WCWJ, Jacksonville, FL, 1966 41st CW Feb. 1, 2029 Aug. 31, 2025 7 WSLS, Roanoke, VA, 1952 70th NBC Oct. 1, 2028 Dec. 31, 2025 7 _________________________________________________________________________________ (a) Source: 2024/2025 Local Television Market Universe Estimates, the Nielsen Company, September 2024 and effective January 1, 2025, based on television homes in DMA (see note (b) below).
Cable systems operate in substantially all of the areas served by the Company’s television stations, where they compete for television viewers by importing out-of-market television signals; by distributing pay-cable, advertiser-supported, and other programming that are originated for cable systems; and by offering movies and other programming on an on-demand, digital or pay-per-view basis.
Cable systems operate in substantially all of the areas served by the Company’s television stations, where they compete for television viewers by importing out-of-market television signals; by distributing pay-cable, advertiser-supported, and other programming that is originated for cable systems; and by offering movies and other programming on an on-demand, digital, or pay-per-view basis.
Dekko has three distinct product families that compete in fragmented, competitive global markets: power and data distribution for office and furniture products, lighting solutions, and electrical harness manufacturing. These products are sold through dealer and distribution channels and original equipment manufacturer customers, focused primarily on the North American market.
Dekko has three distinct product categories that compete in fragmented, competitive global markets: power and data distribution for office and furniture products, lighting solutions, and electrical harness manufacturing. These products are sold through dealer and distribution channels and original equipment manufacturer customers, focused primarily on the North American market.
Prior to joining the Company, he served as executive vice president of operations and head of corporate development at LivingSocial, an e-commerce and marketing company that he joined as chief financial officer in 2008. Nicole M. Maddrey, age 59, became Senior Vice President, General Counsel and Secretary of the Company in April 2015. Ms.
Prior to joining the Company, he served as executive vice president of operations and head of corporate development at LivingSocial, an e-commerce and marketing company that he joined as chief financial officer in 2008. Nicole M. Maddrey, age 60, became Senior Vice President, General Counsel and Secretary of the Company in April 2015. Ms.
No assurance can be given that each KI business in the U.K. will be able to maintain its Student Route or Child Student route license and Educational Oversight or OfS/QAA registration. Maintenance of each of these approvals requires compliance with several core metrics that may be difficult to sustain.
No assurance can be given that each KI business in the U.K. will be able to maintain its Student Visa or Child Student Visa license and Educational Oversight or OfS/QAA registration. Maintenance of each of these approvals requires compliance with several core metrics that may be difficult to sustain.
Depending on the business unit, employee benefits may include healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, employee assistance programs, tuition assistance programs, a matching gifts program, bonuses, long-term incentive compensation plans, Company-paid pension contributions and a 401(k) Plan.
Depending on the business unit, employee benefits may include healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, adoption assistance plans, employee assistance programs, tuition assistance programs, transportation benefits programs, a matching gifts program, bonuses, long-term incentive compensation plans, Company-paid pension contributions and a 401(k) Plan.
Maddrey joined the Company in 2007 as Associate General Counsel. Prior to joining the Company, Ms. Maddrey served as Special Counsel in the Division of Corporation Finance at the U.S. Securities and Exchange Commission. Marcel A. Snyman, age 49, became Vice President and Chief Accounting Officer of the Company in January 2018. Mr.
Maddrey joined the Company in 2007 as Associate General Counsel. Prior to joining the Company, Ms. Maddrey served as Special Counsel in the Division of Corporation Finance at the U.S. Securities and Exchange Commission. Marcel A. Snyman, age 50, became Vice President and Chief Accounting Officer of the Company in January 2018. Mr.
Snyman served as Controller of the Company from 2016 to 2018, prior to which he served as Assistant Controller beginning in April 2014 and Director of Accounting Policy beginning in July 2008. Sandra M. Stonesifer, age 39, became Vice President–Chief Human Resources Officer of the Company in January 2021. Prior to joining the Company, Mrs.
Snyman served as Controller of the Company from 2016 to 2018, prior to which he served as Assistant Controller beginning in April 2014 and Director of Accounting Policy beginning in July 2008. Sandra M. Stonesifer, age 40, became Vice President–Chief Human Resources Officer of the Company in January 2021. Prior to joining the Company, Mrs.
FORWARD-LOOKING STATEMENTS All public statements made by the Company and its representatives that are not statements of historical fact, including certain statements in the Company’s Annual Report on Form 10-K and in the Company’s 2023 Annual Report to Stockholders, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.
FORWARD-LOOKING STATEMENTS All public statements made by the Company and its representatives that are not statements of historical fact, including certain statements in the Company’s Annual Report on Form 10-K and in the Company’s 2024 Annual Report to Stockholders, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.
The KI Pathways business offers academic preparation programs designed for international students who wish to study for degrees at universities in English-speaking countries. KI Pathways also recruits international students for enrollment in certain U.S., U.K. and Canadian university partner programs. In 2023, university preparation programs were delivered in Australia, Japan, Singapore, the U.K. and the U.S.
The KI Pathways business offers academic preparation programs designed for international students who wish to study for degrees at universities in English-speaking countries. KI Pathways also recruits international students for enrollment in certain U.S., U.K. and Canadian university partner programs. In 2024, university preparation programs were delivered in Australia, Japan, Singapore, and the U.K.
Short of termination, Purdue Global has the right to take over from Kaplan (in-source) the provision of certain back-office support functions at any time with nine months’ notice. Those functions include technology support, human resources, facility and property management, finance and accounting, communications, and default management.
Short of termination, Purdue Global has the right to take over from Kaplan the provision of certain back-office support functions at any time with nine months’ notice. Those functions include technology support, human resources, facility and property management, finance and accounting, communications, and default management.
World of Good Brands World of Good Brands (WGB), (formerly Leaf Media), consists of a diverse portfolio of media properties that educate and inform consumers across a wide variety of life topics, including fitness and wellness brands such as Well+Good and Livestrong.com and Only In Your State in the travel sector.
World of Good Brands World of Good Brands (WGB) consists of a diverse portfolio of media properties that educate and inform consumers across a wide variety of life topics, including fitness and wellness brands such as Well+Good and Livestrong.com and Only In Your State in the travel sector.
In addition, Kaplan could be the subject of future compliance reviews or lawsuits related to formerly owned Kaplan University and Kaplan Higher Education (KHE) schools in connection with the pre-sale conduct of such schools that could result in monetary liabilities or fines or other sanctions against Kaplan.
In addition, Kaplan could be the subject of future compliance reviews or lawsuits related to formerly owned Kaplan University and KHE schools in connection with the pre-sale conduct of such schools that could result in monetary liabilities or fines or other sanctions against Kaplan.
Saatchi Art’s online art gallery features a wide selection of original paintings, drawings, sculptures and photography. Society6, LLC Society6 is an online art and design marketplace where artists and designers can market and sell their original art and designs printed on a wide variety of products.
Saatchi Art’s online art gallery features a wide selection of original paintings, drawings, sculptures and photography. Society6, LLC Society6, LLC (Society6) is an online art and design marketplace where a curated community of artists and designers can market and sell their original art and designs printed on a wide variety of products.
He became Chairman of Kaplan, Inc. in November 2008 and served as Chief Executive Officer of Kaplan, Inc. from November 2008 to April 2014 and from August 2015 to the present. Mr. Rosen has spent more than 37 years at the Company and its affiliates.
He became Chairman of Kaplan, Inc. in November 2008 and served as Chief Executive Officer of Kaplan, Inc. from November 2008 to April 2014 and from August 2015 to the present. Mr. Rosen has spent more than 38 years at the Company and its affiliates.
Hoover’s predominant product line is fire-retardant-treated wood products for building interior applications that are specified by architects in accordance with building code requirements for multi-family residential, commercial and institutional nonresidential buildings. Hoover’s fire-retardant product lines are sold through a stocking distributor network of more than 100 locations spanning the U.S. and Canada.
MANUFACTURING Hoover Treated Wood Products, Inc. Hoover’s predominant product line is fire-retardant-treated wood products for building interior applications that are specified by architects in accordance with building code requirements for multi-family residential, commercial and institutional nonresidential buildings. Hoover’s fire-retardant product lines are sold through a stocking distributor network of more than 100 locations spanning the U.S. and Canada.
Cooney, age 61, became Senior Vice President–Finance and Chief Financial Officer of the Company in April 2017. Mr. Cooney served as the Company’s Vice President–Finance and Chief Accounting Officer from 2008 to 2017. He joined the Company in 2001 as Controller. Jacob M.
Cooney, age 62, became Senior Vice President–Finance and Chief Financial Officer of the Company in April 2017. Mr. Cooney served as the Company’s Vice President–Finance and Chief Accounting Officer from 2008 to 2017. He joined the Company in 2001 as Controller. Jacob M.
The loss by one or more institutions of the Student Route or Child Student route license, Educational Oversight accreditation or OfS/QAA registration would have a material adverse effect on KI Europe’s operating results. Asia Pacific.
The loss by one or more institutions of the Student Visa or Child Student Visa license, Educational Oversight accreditation or OfS/QAA registration would have a material adverse effect on KI Europe’s operating results. Asia Pacific.
Timothy J. O’Shaughnessy, age 42, became Chief Executive Officer of the Company in November 2015. From November 2014 until November 2015, he served as President of the Company. He was elected to the Board of Directors in November 2014. From 2007 to August 2014, Mr.
Timothy J. O’Shaughnessy, age 43, became Chief Executive Officer of the Company in November 2015. From November 2014 until November 2015, he served as President of the Company. He was elected to the Board of Directors in November 2014. From 2007 to August 2014, Mr.
In addition, the Company’s Certificate of Incorporation, its Corporate Governance Guidelines, the Charters of the Audit and Compensation Committees of the Company’s Board of Directors and the codes of conduct adopted by the Company and referred to in Item 10 of this Annual Report on Form 10-K are all available on the Company’s website; printed copies of such documents may be obtained by any stockholder upon written request to the Secretary, Graham Holdings Company at 1300 North 17th Street, Arlington, VA 22209.
In addition, the Company’s Certificate of Incorporation, its Corporate Governance Guidelines, the Charters of the Audit and Compensation Committees of the Company’s Board of Directors and the codes of conduct adopted by the Company and referred to in Item 10 of this Annual Report on Form 10-K are all available on the Company’s website; printed copies of such documents may be obtained by any stockholder upon written request to the Secretary, Graham Holdings Company at 1812 North Moore Street, Arlington, VA 22209.
The Company’s television broadcasting segment owns and operates seven television broadcast stations and provides social media management tools designed to connect newsrooms with their users. The Company’s manufacturing companies comprise the ownership of a supplier of pressure-treated wood, 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 television broadcasting segment owns and operates seven television broadcast stations and provides social media management tools designed to connect newsrooms with their users. The Company’s manufacturing companies include a supplier of pressure-treated wood, a manufacturer of electrical solutions, a manufacturer of lifting solutions, and a supplier of parts used in electric utilities and industrial systems.
The MPW schools each hold current Student Route and Child Student Route (applicable to students aged 4-17) licenses and have performed well consistently, with good records in their inspections by their applicable oversight bodies. The Higher Education and Research Act 2017 created a new regulator for higher education in England, the Office for Students (OfS).
The MPW schools each hold current Student Visa and Child Student Visa (applicable to students aged 4-17) licenses and have performed well consistently, with good records in their inspections by their applicable oversight bodies. The Higher Education and Research Act 2017 created a regulator for higher education in England, the Office for Students (OfS).
Together with these premium brands, WGB owns and operates or hosts and operates over 45 websites focused on specific categories or interests. WGB generates the majority of its media revenue from the sale of advertising.
Together with these premium brands, WGB owns and operates or hosts and operates websites focused on specific categories or interests. WGB generates the majority of its media revenue from the sale of advertising.
O’Shaughnessy served as chief executive officer of LivingSocial, an e-commerce and marketing company that he co-founded in 2007. Mr. O’Shaughnessy is the son-in-law of Donald E. Graham, Chairman Emeritus of the Company. 18 Andrew S. Rosen, age 63, became Executive Vice President of the Company in April 2014.
O’Shaughnessy served as chief executive officer of LivingSocial, an e-commerce and marketing company that he co-founded in 2007. Mr. O’Shaughnessy is the son-in-law of Donald E. Graham, Chairman Emeritus of the Company. Andrew S. Rosen, age 64, became Executive Vice President of the Company in April 2014.
Some of its competitors have larger audiences and more financial resources and many of them are making significant investments in order to compete with various aspects of this business.
Many of its competitors have larger audiences and more financial and marketing resources and many of them are making significant investments in order to compete with various aspects of this business.
Maas, age 47, became Executive Vice President of the Company in January 2022, prior to which he served as Senior Vice President–Planning and Development beginning October 2015.
Maas, age 48, became Executive Vice President of the Company in January 2022, prior to which he served as Senior Vice President–Planning and Development beginning October 2015.
The ED also finalized changes to the borrower defense regulations which expand the types of claims that can be made by students, reinstating the ability of the ED to consider claims as a group, removing limitation periods on claims, and changing the process for seeking recoupment from institutions.
The ED also finalized changes to the BDTR regulations which expand the types of claims that can be made by students, reinstating the ability of the ED to consider claims as a group, removing limitation periods on claims, and changing the process for seeking recoupment from institutions.
In May 2021, Kaplan received notice from the ED that it would be conducting a fact-finding process pursuant to the borrower defense to repayment (BDTR) regulations to determine the validity of BDTR claims and a request for documents related to several of Kaplan’s previously owned schools.
In May 2021, Kaplan received notice from the ED that it would be conducting a fact-finding process pursuant to the BDTR regulations to determine the validity of BDTR claims and a request for documents related to several of Kaplan’s previously owned schools.
In 2023, Kaplan Professional Middle East, a financial training business operating in the United Arab Emirates and Saudi Arabia, taught approximately 4,700 students. U.K. Immigration Regulations. Certain KI businesses serve a significant number of international students; therefore, it is critical that these businesses are able to sponsor international students to come to the U.K.
In 2024, Kaplan Professional Middle East, a financial training business operating in the United Arab Emirates and Saudi Arabia, taught approximately 4,500 students. U.K. Immigration Regulations. Certain KI businesses serve a significant number of international students, therefore it is critical that these businesses are able to sponsor international students to come to the U.K.
During each of the fiscal years 2023, 2022 and 2021, these operations accounted for approximately 21%, 20% and 22%, respectively, of the Company’s consolidated revenues, and the identifiable assets attributable to non-U.S. operations represented approximately 20% and 21% of the Company’s consolidated assets at December 31, 2023 and 2022, respectively.
During each of the fiscal years 2024, 2023 and 2022, these operations accounted for approximately 22%, 21% and 20%, respectively, of the Company’s consolidated revenues, and the identifiable assets attributable to non-U.S. operations represented approximately 18% and 20% of the Company’s consolidated assets at December 31, 2024 and 2023, respectively.
Mander Portman Woodward (MPW) is a U.K. independent sixth-form college that prepares domestic and international students for the A-level examinations that U.K. universities require for admission. MPW comprises three fifth- and sixth-form colleges in London, Cambridge and Birmingham.
MPW is a U.K. independent sixth-form college that prepares domestic and international students for the A-level examinations that U.K. universities require for admission. MPW comprises three fifth- and sixth-form colleges in London, Cambridge and Birmingham.
All of KI’s higher education businesses in the U.K., excluding Glasgow International College and University of York International Pathway College, retained registration with the OfS in 2023 to ensure that they could continue operating and retain their Student Route sponsor licenses and/or continue to accept students funded by U.K. student loans.
All of KI’s higher education businesses in the U.K., excluding Glasgow International College and University of York International Pathway College, retained registration with the OfS in 2024 to ensure that they could continue operating and retain their Student Visa sponsor licenses and/or continue to accept students funded by U.K. student loans.
GMG’s performance depends in part on the quality and availability of third-party programming broadcast by its stations, and any substantial decline in the quality or availability of this programming could materially affect the ability of GMG and its competitors to attract viewers, generate advertising revenues, or enter into certain transactions in the future. Public Interest Obligations.
GMG’s performance depends in part on the quality and availability of third-party programming broadcast by its stations, and any substantial decline in the quality or availability of this programming could materially affect the ability of GMG and its competitors to attract viewers, generate advertising and distribution revenues, or enter into certain transactions in the future.
The Compensation Committee of the Board of Directors provides oversight of certain human capital matters, including compensation and benefits, executive development, workforce diversity and inclusion initiatives, and succession planning. The Company’s culture of trust and integrity is led and driven by senior management and supported by our internal practices, regular communications, and ongoing training efforts.
The Compensation Committee of the Board of Directors provides oversight of certain human capital matters, including compensation and benefits, executive development, employee inclusion and retention initiatives, and succession planning. The Company’s culture of trust and integrity is led and driven by senior management and supported by our internal practices, regular communications, and ongoing training efforts.
Sixteen of GHG’s 36 operating units are operated through joint ventures with health systems and physician groups and the remainder are wholly-owned. Home health, palliative and hospice services include a wide range of health care services that are provided wherever home may be and are tailored to the unique needs and goals of the patients.
Eleven of GHG’s 35 operating units are operated through joint ventures with health systems and physician groups and the remainder are wholly-owned. Home health, palliative and hospice services include a wide range of health care services that are provided wherever home may be and are tailored to the unique needs and goals of the patients.
KI also operates Dublin Business School in Ireland, a higher education institution, and Kaplan Open Learning in the U.K., an online learning institution working in partnership with the University of Essex and the University of Liverpool. At the end of 2023, these institutions enrolled an aggregate of approximately 11,500 students.
KI also operates Dublin Business School in Ireland, a higher education institution, and Kaplan Open Learning in the U.K., an online learning institution working in partnership with the University of Essex and the University of Liverpool. At the end of 2024, these institutions enrolled an aggregate of approximately 11,100 students.
Decile LLC Decile faces competition from lower-cost providers that provide a narrower data analytics and reporting offering. In addition, at higher price points aimed at larger marketers ($50M+ annual revenue), there are several large customer data platform competitors that attempt to unify many disparate sources of data to improve omnichannel advertising outcomes.
Decile LLC Decile faces competition from lower-cost providers that provide a narrower data analytics and reporting offering. In addition, at higher price points aimed at larger marketers ($100M+ annual revenue), there are several large customer data platform competitors or in-house solutions that attempt to unify many disparate sources of data to improve omnichannel advertising outcomes.
Because the retransmission consent rules at present do not apply to virtual MVPDs such as YouTube TV, Hulu + Live TV, and DIRECTV Stream, the broadcast networks negotiate agreements with virtual MVPDs that are presented to their affiliates as “opt-in” agreements, and local affiliates of the broadcast networks are unable to negotiate directly with virtual MVPDs to reach agreements for the carriage of their signals.
Because the retransmission consent rules at present do not apply to vMVPDs such as YouTube TV, Hulu + Live TV, FuboTV, and DIRECTV Stream, the national broadcast networks negotiate agreements with vMVPDs that are presented to their affiliates as “opt-in” agreements, and local affiliates of the broadcast networks are unable to negotiate directly with vMVPDs to reach agreements for the carriage of their signals.
That interference could limit viewers’ ability to receive television stations’ signals. The amount of interference received by television stations could increase in the future because of the FCC’s decision to allow electronic devices, known as “white space” devices, to operate in the television frequency band on an unlicensed basis on channels not used by nearby television stations.
That interference could limit viewers’ ability to receive television stations’ signals. The amount of interference received by television stations could increase in the future based on the FCC’s decision to allow electronic devices, known as “white space,” devices, to operate in the television frequency band on an unlicensed basis on channels not used by nearby television stations.
Palliative care complements curative treatments and is provided by in-home nurse practitioners who aim to treat advanced pain and uncomfortable symptoms of disease. All home health, palliative, and hospice operating units are Medicare certified and accredited. GHG derives 90% of its revenues for home health, palliative, and hospice services from Medicare.
Palliative care complements curative treatments and is provided by in-home nurse practitioners who aim to treat advanced pain and uncomfortable symptoms of disease. All home health, palliative, and hospice operating units are Medicare certified and accredited. GHG generates over 90% of its revenues for home health, palliative, and hospice services from Medicare and Medicare Advantage payors.
Ownership of more than two top-four, full-power television stations is generally prohibited. The Commission initiated the 2018 quadrennial review in December 2018 and completed it via a Report and Order dated December 26, 2023 (Order).
Ownership of more than two, full-power television stations in a single market is generally prohibited. The Commission initiated the 2018 quadrennial review in December 2018 and completed it via a Report and Order dated December 26, 2023 (2023 Order).
Alternatively, stations may elect, at three-year intervals, to forgo must-carry rights and allow their signals to be carried by cable systems only pursuant to a “retransmission consent” agreement.
Alternatively, stations may elect, at three-year intervals, to forgo must-carry rights and allow their signals to be carried by cable systems only pursuant to a “retransmission consent” agreement negotiated by the broadcaster and the cable provider.
The competitive factors in the framing industry are price, selection and convenience. Framebridge’s centralized manufacturing, clear and transparent pricing, retail stores that are optimized for foot traffic and a curated buying experience rather than framing workshops, and strong e-commerce and digital capabilities contribute to its competitive advantages. Code3 The business of managed digital advertising is highly competitive.
Framebridge’s centralized manufacturing, clear and transparent pricing, retail stores that are optimized for foot traffic and a curated buying experience rather than framing workshops, and strong e-commerce and digital capabilities contribute to its competitive advantages. Code3 The business of managed digital advertising is highly competitive.
In 2023, advertising revenue accounted for 55% of the total for GMG’s operations. Advertising revenue is sensitive to a number of factors, some specific to a particular station or market and others more general in nature.
In 2024, advertising revenue accounted for 62% of the total revenue for GMG’s operations. Advertising revenue is sensitive to a number of factors, some specific to a particular station or market and others more general in nature.
In 2021, Kaplan received borrower defense applications from the ED seeking discharge of approximately $35 million in loans, excluding interest, from former Kaplan University students.
In 2021, Kaplan received BDTR applications from the ED seeking discharge of approximately $35 million in loans, excluding interest, from former Kaplan University students.
Each of KI’s businesses competes in disaggregated markets with for-profit institutions and companies (ranging in size from large for-profit universities to small competitors offering English-language courses) and, in certain instances, with government-supported schools and institutions that provide similar training and educational programs.
COMPETITION EDUCATION Kaplan’s businesses operate in fragmented and competitive markets. Each of KI’s businesses competes in disaggregated markets with for-profit institutions and companies (ranging in size from large for-profit universities to small competitors offering English-language courses) and, in certain instances, with government-supported schools and institutions that provide similar training and educational programs.
In 2023, Kaplan was the provider for the educational needs of approximately 1.2 million students and professionals worldwide who engaged with Kaplan services and materials in-person, online, through their schools (K-12, college, or university) or through their employer education or coaching programs.
In 2024, Kaplan was the provider for the educational needs of approximately 1,267,000 students and professionals worldwide who engaged with Kaplan services and materials in-person, online, through their schools (K-12, college, or university) or through their employer education or coaching programs.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThose subscribers who “cut the cord” and move to internet-based streaming services may not generate the same revenues as the Company receives under its existing retransmission consent agreements, because the distribution agreements that apply to “virtual” MVPDs are negotiated by the national networks, and the per-subscriber fees paid to network-affiliated stations are determined by the network rather than by the Company in direct negotiation with those distributors. 33 At the same time, the Company’s network affiliation agreements typically require payments to the networks with which GMG stations are affiliated in the form of “reverse retransmission consent fees,” which require the Company to share a specified portion of retransmission consent fees with the respective networks.
Biggest changeThose subscribers who “cut the cord” and move to internet-based subscription streaming services may not generate the same revenues as GMG receives under its existing 33 retransmission consent agreements, because, as discussed above, the per-subscriber fees paid to network-affiliated stations under the distribution agreements that apply to vMVPDs may be less than the fees paid by traditional MVPDs under GMG’s retransmission consent agreements.
The techniques used by computer hackers and cyber criminals to obtain unauthorized access to data or to sabotage computer systems change frequently, continue to grow in sophistication and volume, and may not be detected until after an incident has occurred. These techniques include using artificial intelligence (AI), including generative AI to enhance their attacks, which may increase our cybersecurity risk.
The techniques used by computer hackers and cyber criminals to obtain unauthorized access to data or to sabotage computer systems change frequently, continue to grow in sophistication and volume, and may not be detected until after an incident has occurred. These techniques include using artificial intelligence, including generative AI to enhance their attacks, which may increase our cybersecurity risk.
In turn, any of the aforementioned consequences could have a material adverse effect on Kaplan’s operating results even though such institution’s compliance is affected by circumstances beyond Kaplan’s control, including, for example: • a reduction or loss in KNA’s revenues under the TOSA or other client agreements if Purdue Global or any other KNA client institution loses or has limits placed on its Title IV eligibility, accreditation or state licensure; • a reduction or loss in KNA’s revenues under the TOSA or other client agreements if Purdue Global or any other client institution is subject to fines, repayment obligations or other adverse actions owing to noncompliance by the institution (or Kaplan) with Title IV, accreditor or state agency requirements; • the imposition on KNA of fines or repayment obligations to the ED or the termination or limitation on Kaplan’s eligibility to provide services to Purdue Global or other Title IV participating institutions if findings of noncompliance by Purdue Global or such other institution result in a determination that Kaplan failed to comply with statutory or regulatory requirements applicable to service providers; and • liability under the TOSA or other client agreements for noncompliance with federal, state or accreditation requirements arising from KNA’s conduct. • Kaplan May Fail to Realize the Anticipated Benefits of the Purdue Global Transaction.
In turn, any of the aforementioned consequences could have a material adverse effect on Kaplan’s operating results even though such institution’s compliance is affected by circumstances beyond Kaplan’s control, including, for example: • a reduction or loss in KNA’s revenues under the TOSA or other client agreements if Purdue Global or any other KNA client institution loses or has limits placed on its Title IV eligibility, accreditation or state licensure; • a reduction or loss in KNA’s revenues under the TOSA or other client agreements if Purdue Global or any other client institution is subject to fines, repayment obligations or other adverse actions owing to noncompliance by the institution (or Kaplan) with Title IV, accreditor or state agency requirements; • the imposition on KNA of fines or repayment obligations to the ED or the termination or limitation on Kaplan’s eligibility to provide services to Purdue Global or other Title IV participating institutions if findings of noncompliance by Purdue Global or such other institution result in a determination that Kaplan failed to comply with statutory or regulatory requirements applicable to service providers; and • liability under the TOSA or other client agreements for noncompliance with federal, state or accreditation requirements arising from KNA’s conduct. 30 • Kaplan May Fail to Realize the Anticipated Benefits of the Purdue Global Transaction.
A violation of misrepresentation regulations or other federal or state laws and regulations applicable to the services KNA provides to its client institutions arising out of statements by KNA, its employees or agents could require KNA to pay the costs associated with indemnifying its client institutions from applicable losses resulting from the violation or could result in termination by such client institutions of their services agreements with KNA. • Compliance Reviews, Program Reviews, Audits and Investigations, Including in Connection with Borrower Defense to Repayment Claims, Could Result in Findings of Noncompliance with Statutory and Regulatory Requirements and Result in Liabilities, Sanctions and Fines.
A violation of misrepresentation regulations or other federal or state laws and regulations applicable to the services KNA provides to its client institutions arising out of statements by KNA, its employees or agents could require KNA to pay the costs associated with indemnifying its client institutions from applicable losses resulting from the violation or could result in termination by such client institutions of their services agreements with KNA. 28 • Compliance Reviews, Program Reviews, Audits and Investigations, Including in Connection with Borrower Defense to Repayment Claims, Could Result in Findings of Noncompliance with Statutory and Regulatory Requirements and Result in Liabilities, Sanctions and Fines.
Any action by Congress or the ED that impacts the ability of Purdue Global to contract with KNA to receive a share of revenue as deferred payment for the sale of Kaplan University or the ability of KNA to contract with any client institution to provide bundled services in exchange for a share of tuition revenue could require KNA to modify the TOSA, other agreements or its practices and could impact the revenues KNA may receive under such agreements.
In addition, any action by Congress or the ED that impacts the ability of Purdue Global to contract with KNA to receive a share of revenue as deferred payment for the sale of Kaplan University or the ability of KNA to contract with any client institution to provide bundled services in exchange for a share of tuition revenue could require KNA to modify the TOSA, other agreements or its practices and could impact the revenues KNA may receive under such agreements.
Increased regulatory scrutiny of postsecondary education and service providers: The increased scrutiny of online schools that offer programs similar to those offered by Purdue Global or other client institutions and of service providers that provide services similar to Kaplan’s has resulted, and may continue to result, in additional enforcement actions, investigations and lawsuits by the ED, other federal agencies, Congress, state Attorneys General and state licensing agencies, or private plaintiffs.
Increases in regulatory scrutiny of postsecondary education and service providers: The increased scrutiny of online schools that offer programs similar to those offered by Purdue Global or other client institutions and of service providers that provide services similar to Kaplan’s has resulted, and may continue to result, in additional enforcement actions, investigations and lawsuits by the ED, other federal agencies, Congress, state Attorneys General and state licensing agencies, or private plaintiffs.
If the Company fails to properly respond to security breaches of its or its third-party’s information technology systems or fails to properly respond to an individual’s requests under these laws, the Company could experience damage to its reputation, adverse publicity, loss of consumer confidence, reduced sales and profits, complications in executing the Company’s growth initiatives and regulatory and legal risk, including criminal penalties or civil liabilities.
If the Company fails to properly respond to security breaches of its or its third-party’s information technology systems or fails to properly respond to an individual’s requests under these laws, the Company could experience damage to its 40 reputation, adverse publicity, loss of consumer confidence, reduced sales and profits, complications in executing the Company’s growth initiatives and regulatory and legal risk, including criminal penalties or civil liabilities.
While the TOSA provides financial protections to Kaplan to ensure payment of certain of its fees, actions by Purdue Global that change university policies, direct the provision of certain non- 30 academic service functions, or increase costs associated with the non-academic service functions could impact Kaplan’s ability to achieve the benefits of the transaction. • Regulatory Changes and Developments Could Negatively Impact Kaplan’s Results of Operations.
While the TOSA provides financial protections to Kaplan to ensure payment of certain of its fees, actions by Purdue Global that change university policies, direct the provision of certain non-academic service functions, or increase costs associated with the non-academic service functions could impact Kaplan’s ability to achieve the benefits of the transaction. • Regulatory Changes and Developments Could Negatively Impact Kaplan’s Results of Operations.
As the cybersecurity landscape evolves, the Company may also find it necessary to make significant further investments to protect data and infrastructure, including continuing to evaluate control changes and investments needed to support an increased remote workforce. Any of these events could have a material adverse effect on the 39 Company’s businesses and results of operations.
As the cybersecurity landscape evolves, the Company may also find it necessary to make significant further investments to protect data and infrastructure, including continuing to evaluate control changes and investments needed to support an increased remote workforce. Any of these events could have a material adverse effect on the Company’s businesses and results of operations.
Any significant changes to the availability of government funding for education, visa policies for students and their dependents, or other administrative immigration requirements, or the tax environment, including changes to tax laws, policies and practices, in any one or more countries in which KI operates or makes its services available could negatively affect its operating results.
Any significant changes to the availability of government funding for education or training, visa policies for students and their dependents, or other administrative immigration requirements, or the tax environment, including changes to tax laws, policies and practices, in any one or more countries in which KI operates or makes its services available could negatively affect its operating results.
To the extent these applications apply to Kaplan University, Kaplan anticipates that it will have defenses similar to those described above. The settlement agreement in Sweet v. Cardona , a case brought by plaintiffs against the ED and described below, discharges all pending BDTR claims against Kaplan filed through the date of the settlement agreement in June 2022.
To the extent these applications apply to Kaplan University, Kaplan anticipates that it will have defenses similar to those described above. The settlement agreement in Sweet v. Cardona , a case brought by plaintiffs against the ED and discharges all pending BDTR claims against Kaplan filed through the date of the settlement agreement in June 2022.
If the HMRC’s application of the Supreme Court judgment and the five key tests deem Glasgow International College not to constitute a “college of a university” and not entitled to a VAT exemption, KI Pathways Colleges’ financial results may be materially adversely impacted if they are not able to meet any new requirements.
If HMRC’s application of the Supreme Court judgment and the five key tests deem Glasgow International College not to constitute a “college of a university” and not entitled to a VAT 26 exemption, KI Pathways Colleges’ financial results may be materially adversely impacted if they are not able to meet any new requirements.
Environmental laws and regulations to which the Company is subject include those governing discharges into the air and water, the operation and removal of above-ground and underground storage tanks, the use, handling, storage and disposal of hazardous substances and other materials, and the investigation and remediation of environmental contamination at facilities that are owned or operated.
Environmental laws and regulations to which the Company is subject include those governing discharges into the air and water; the operation and removal of above-ground and underground storage tanks; the use, handling, storage and disposal of hazardous substances and other materials; and the investigation and remediation of environmental contamination at facilities that are owned or operated by the Company.
Goodwill is subject to an impairment test on an annual basis and when circumstances indicate that an impairment is more likely than not. Such 38 circumstances include an adverse change in the business climate for one of the Company’s businesses or a decision to dispose of a business or a significant portion of a business.
Goodwill is subject to an impairment test on an annual basis and when circumstances indicate that an impairment is more likely than not. Such circumstances include an adverse change in the business climate for one of the Company’s businesses or a decision to dispose of a business or a significant portion of a business.
For example, AI algorithms that the Company uses may be flawed or may be (or perceived to be) based on datasets that are biased or insufficient. In addition there is uncertainty around the validity and enforceability of intellectual property rights related to the Company’s 40 development, deployment and use of AI.
For example, AI algorithms that the Company uses may be flawed or may be (or perceived to be) based on datasets that are biased or insufficient. In addition there is uncertainty around the validity and enforceability of intellectual property rights related to the Company’s development, deployment and use of AI.
If the ED initiates a reimbursement action against Kaplan following approval of additional former students’ borrower defense to repayment applications, Kaplan may be subject to significant liability. • Noncompliance with Regulations by KNA’s Client Institutions May Adversely Impact Kaplan’s Results of Operations.
If the ED initiates a reimbursement action against Kaplan following approval of additional former students’ borrower defense to repayment applications, Kaplan may be subject to significant liability. 29 • Noncompliance with Regulations by KNA’s Client Institutions May Adversely Impact Kaplan’s Results of Operations.
A failure to effectively manage growth and integrate acquired businesses could have a material adverse effect on the Company ’ s operating results. • Changes in Business Conditions Have Caused and May in the Future Cause Goodwill and Other Intangible Assets to Become Impaired.
A failure to effectively manage growth and integrate acquired businesses could have a material adverse effect on the Company ’ s operating results. 38 • Changes in Business Conditions Have Caused and May in the Future Cause Goodwill and Other Intangible Assets to Become Impaired.
In addition, the Coronavirus Aid, Relief, and Economic Security (CARES) Act, the Consolidated Appropriations Act of 2021 and subsequent guidance from the ED have created 29 changes in the administration of federal financial assistance programs, the interpretation of which may not yet be fully understood.
In addition, the Coronavirus Aid, Relief, and Economic Security (CARES) Act, the Consolidated Appropriations Act of 2021 and subsequent guidance from the ED have created changes in the administration of federal financial assistance programs, the interpretation of which may not yet be fully understood.
These compliance reviews and litigation matters could extend to activities conducted by KNA on behalf of Purdue Global or other client institutions and to KNA itself as a third-party servicer subject to Title IV regulations.
These compliance reviews and litigation 31 matters could extend to activities conducted by KNA on behalf of Purdue Global or other client institutions and to KNA itself as a third-party servicer subject to Title IV regulations.
Similarly, publicity about litigation, violence, complaints, or government investigations could have a negative effect on restaurant sales. • Concentration of the Company’s Restaurants in the Washington, D.C. Region Subjects the Company’s Restaurant Business to Regional Economic Conditions.
Similarly, publicity about litigation, violence, complaints, or government investigations could have a negative effect on the Company’s restaurant business. • Concentration of the Company’s Restaurants in the Washington, D.C. Region Subjects the Company’s Restaurant Business to Regional Economic Conditions.
As a result, the Healthcare business must manage costs in order to achieve a desired level of profitability including, but not limited to, centralization of various processes, utilization of technology and management of the number of employees utilized.
As a result, the Healthcare business must manage costs in order to achieve a desired level of profitability including, but not limited to, centralization of various processes, utilization of technology/automation and management of the number of employees utilized.
Although the Company and the third-party service providers seek to maintain their respective systems effectively and to successfully address the risk of compromise of the integrity, security and consistent operations of these systems, such efforts may not be successful.
Although the Company and the third-party service providers seek to maintain their respective systems effectively and to 39 successfully address the risk of compromise of the integrity, security and consistent operations of these systems, such efforts may not be successful.
Because this guidance is not codified in any rule or law, but is instead ED guidance on the applicability of the 27 incentive compensation rule, such guidance can be revoked at any time and without notice.
Because this guidance is not codified in any rule or law but is instead ED guidance on the applicability of the incentive compensation rule, such guidance can be revoked at any time and without notice.
In addition, dealerships controlled by related parties of the management team operating the Company’s dealerships may restrict the 35 Company’s ability to acquire new dealerships within an area in which such dealerships operate.
In addition, dealerships controlled by related parties of the management team operating the Company’s dealerships may restrict the Company’s ability to acquire new dealerships within an area in which such dealerships operate.
Risks Related to the Company’s Television Broadcasting and Media Businesses • Changing Perceptions About the Effectiveness of Television Broadcasting in Delivering Advertising. • Increased Competition Resulting from Technological Innovations and Changing Consumer Behavior. • Changes in the Nature and Extent of Government Regulations. • Transition to New Technical Standards for Broadcast Television Stations. • Changes in MVPD Subscriber Numbers, Retransmission Consent Fees, “Reverse Retransmission Consent” Payments to the Networks, and Broadcast Exclusivity.
Risks Related to the Company’s Television Broadcasting and Media Businesses • Changing Perceptions About the Effectiveness of Television Broadcasting in Delivering Advertising and Competition from Digital Platforms. • Increased Competition Resulting from Technological Innovations and Changing Consumer Behavior. • Changes in the Nature and Extent of Government Regulations. • Transition to New Technical Standards for Broadcast Television Stations. • Changes in MVPD Subscriber Numbers, Retransmission Consent Fees, “Reverse Retransmission Consent” Payments to the Networks, and Broadcast Exclusivity.
To the extent that advertisers shift advertising expenditures, including local advertising, away from broadcast television to other media outlets, including digital distribution platforms, the profitability of the Company’s television broadcasting business could be adversely affected. 32 • Increased Competition Resulting from Technological Innovations in News, Information and Video Programming Distribution Systems and Changing Consumer Behavior Could Adversely Affect the Company’s Operating Results.
To the extent that advertisers shift advertising expenditures, including local advertising, away from broadcast television to other media outlets, including digital distribution platforms, the profitability of the Company’s television broadcasting business could be adversely affected. 32 • Increased Competition Resulting from Technological Innovations in Video Programming Distribution Systems and Changing Consumer Behavior Could Adversely Affect the Company’s Operating Results.
In addition, climate change could cause increases in hurricanes, floods, wildfires, and other risks that could produce losses affecting our businesses. Although in connection with certain acquisitions, the Company has obtained indemnification for certain environmental liabilities and insurance policies, such rights and policies may not be sufficient to reimburse the Company for all losses that it might incur.
In addition, climate change could cause increases in hurricanes, floods, wildfires, and other risks that could produce losses affecting the Company’s businesses. Although in connection with certain acquisitions, the Company has obtained indemnification for certain environmental liabilities and insurance policies, such rights and policies may not be sufficient to reimburse the Company for all losses that it might incur.
Additionally, increasingly, governments have begun imposing sales taxes on digital services, such as education, offered in their jurisdictions by foreign providers.
Increasingly, governments have begun imposing sales taxes on digital services, such as education, offered in their jurisdictions by foreign providers.
Additionally, Purdue Global and other client institutions are subject to laws and regulations that, among other things, limit student default rates on the repayment of Title IV loans; permit borrower defenses to repayment of Title IV loans based on certain conduct of the institution; establish specific measures of financial responsibility and administrative capability; regulate the addition of new campuses and programs and other institutional changes; require compliance with state professional licensure board requirements to the extent applicable to institutional programs; require compliance with the Title IV definition of nonprofit institution; and require state authorization and institutional and programmatic accreditation.
Additionally, Purdue Global and other client institutions are subject to laws and regulations that, among other things, limit student default rates on the repayment of Title IV loans; permit BDTR of Title IV loans based on certain conduct of the institution; establish specific measures of financial responsibility and administrative capability; regulate the addition of new campuses and programs and other institutional changes; require compliance with state professional licensure board requirements to the extent applicable to institutional programs; require compliance with the Title IV definition of nonprofit institution; and require state authorization and institutional and programmatic accreditation.
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 70 markets.
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 75 markets.
Further changes to the regulatory environment, including changes to government policy or practice in oversight and enforcement, or other factors, including geopolitical instability, imposition or extension of international sanctions, a natural disaster or a pandemic in either the students’ countries of origin or countries in which they desire to study, could continue to negatively affect Kaplan’s ability to attract and retain students and negatively affect Kaplan’s operating results.
Further changes to the regulatory environment, including changes to government policy or practice in oversight and enforcement, or other factors, including war, civil unrest, geopolitical instability, imposition or extension of international sanctions, a natural disaster or a pandemic in either the students’ countries of origin or countries in which they desire to study, could continue to negatively affect Kaplan’s ability to attract and retain students and negatively affect Kaplan’s operating results.
As reverse retransmission consent fee payments required to be paid to the networks escalate, the Company potentially could retain smaller shares of revenues generated by its retransmission consent agreements. The reverse retransmission consent fee obligations are sometimes structured as annual flat fees.
As reverse retransmission consent fee payments required to be paid to the networks escalate, GMG potentially could retain smaller shares of revenues generated by its retransmission consent agreements. The reverse retransmission consent fee obligations are sometimes structured as annual flat fees.
Risks Related to the Company’s Stock Ownership and Operations • As a Controlled Company, the Rights of Class B Common Stockholders are Limited. • Pandemics or Other Outbreaks of Disease. • Failure to Comply with Environmental and Health and Safety Laws. • Failure to Successfully Integrate Acquired Businesses. • Goodwill and Other Intangible Assets Impairment. • Changes in International Income Tax Laws.
Risks Related to the Company’s Stock Ownership and Operations • As a Controlled Company, the Rights of Class B Common Stockholders Are Limited. • Pandemics or Other Outbreaks of Disease. • Failure to Comply with Environmental and Health and Safety Laws. • Failure to Successfully Integrate Acquired Businesses. • Goodwill and Other Intangible Assets Impairment. • Changes in International Income Tax Laws. • Introduction of Additional Tariffs.
Supreme Court emphasized five principal tests for a private provider to meet, for it to be sufficiently integrated with a university, to qualify as a “college of a university” even if it does not have a constitutional link to the university.
Supreme Court emphasized five principal tests for a private provider to meet, for it to be sufficiently integrated with a university, to qualify as a “college of a university,” even if it does not have a constitutional link to the university.
Changing consumer behavior may also put pressure on the Company’s media businesses to change traditional distribution methods. The Company obtains significant revenue from its retransmission consent agreements with traditional cable and satellite distributors.
Changing consumer behavior may also put pressure on the Company’s media businesses to alter traditional distribution methods. The Company obtains significant revenue from its retransmission consent agreements with traditional cable and satellite distributors.
These and other regulatory, policy or legal changes could include imposing outcome metrics on universities, a form of free community college, and changes to the financial aid system, including broad loan forgiveness.
These and other regulatory, policy or legal changes could include the imposition of outcome metrics on universities, a form of free community college, and changes to the financial aid system, including broad loan forgiveness.
As a result of the COVID-19 pandemic, travel restrictions and school closures impeded the ability of students to travel to undertake overseas study resulting in reduced enrollments for programs offered by Kaplan International, reduced demand for student housing and delays and cancellations of standardized tests.
As a result of the COVID-19 pandemic, travel restrictions and school closures impeded the ability of students to travel to undertake overseas study resulting in reduced enrollments for programs offered by KI, reduced demand for student housing and delays and cancellations of standardized tests.
Manufacturers may terminate their agreements for a variety of reasons, including a dealership’s failure to meet a manufacturer’s standards for financial and sales performance, customer satisfaction, facilities and the quality of dealership management; and any unapproved change in ownership or management.
Manufacturers may terminate their agreements for a variety of reasons subject to state laws, including a dealership’s failure to meet a manufacturer’s standards for financial and sales performance, customer satisfaction, facilities and the quality of dealership management; and any unapproved change in ownership or management.
The change of control of the executive branch in 2021 increased the likelihood of changes to this guidance and to the incentive compensation rule or limitations on the bundled service allowance through additional federal rulemaking. As previously described, the TOSA revenue sharing provisions are deferred purchase price payments rather than payments for services.
The change of control of the executive branch in 2025 decreased the likelihood of changes to this guidance and to the incentive compensation rule or limitations on the bundled service allowance through additional federal rulemaking. As previously described, the TOSA revenue sharing provisions are deferred purchase price payments rather than payments for services.
The Company’s systems and the third-party systems on which it relies are subject to damage or interruption from a number of causes, including but not limited to power outages; computer and telecommunications failures; computer viruses; industry-wide software supply chain vulnerabilities, security breaches; cyberattacks, including phishing and other forms of social engineering, hacking, denial-of-service attacks, cyber extortion, including the use of ransomware and other actions or attempts to exploit vulnerabilities; catastrophic events such as fires, floods, earthquakes, tornadoes and hurricanes; infectious disease outbreaks (such as COVID-19); acts of war or terrorism; and design or usage errors by our employees, contractors or third-party service providers.
The Company’s systems and the third-party systems on which it relies have been subjected to, and will continue to be subject to, damage or interruption from a number of causes, including but not limited to power outages; computer and telecommunications failures; computer viruses; industry-wide software supply chain vulnerabilities and security breaches; cyberattacks, including phishing and other forms of social engineering such as deepfakes, hacking, denial-of-service attacks, cyber extortion, including the use of ransomware and other actions or attempts to exploit vulnerabilities; catastrophic events such as fires, floods, earthquakes, tornadoes and hurricanes; infectious disease outbreaks (such as COVID-19); acts of war or terrorism; and design or usage errors by our employees, contractors or third-party service providers.
Saatchi Art Group must continue to ensure there is a strong value proposition for artists to join and remain in the marketplace due to the quality of the service offered and the sales commissions they can generate.
Saatchi Art must continue to ensure there is a strong value proposition for artists to join and remain in the marketplace due to the quality of the service offered and the sales commissions it can generate.
The pace of transition to the ATSC 3.0 broadcasting standard may also be affected by the availability of ATSC 3.0-capable consumer devices.
The pace of transition to and consumer adoption of the ATSC 3.0 broadcasting standard may also be affected by the availability of ATSC 3.0-capable consumer devices.
Their ability to attract new customers, some of whom may already purchase similar products from competitors, depends in part on their ability to successfully drive traffic to their marketplaces using social media platforms, email marketing campaigns and promotions, paid referrals, and search engines.
Its ability to attract new customers, some of whom may already purchase similar products from competitors, depends in part on its ability to successfully drive traffic to its marketplace using social media platforms, email marketing campaigns and promotions, paid referrals, and search engines.
Historically, reports of food-borne illness or food safety issues at restaurants, even if caused by food suppliers or distributors, have had negative effects on restaurant sales. Because food safety issues could be experienced at the source by food suppliers or distributors, food safety could, in part, be out of the Company’s control.
Historically, reports of food-borne illness or food safety issues at restaurants, even if caused by food suppliers or distributors, have had negative effects, and may continue to have, negative effects on restaurant sales. Because food safety issues could be experienced at the source by food suppliers or distributors, food safety could, in part, be out of the Company’s control.
WGB depends on search engines, primarily Google, to direct a significant amount of traffic to its media and marketplace properties, and WGB utilizes search engine optimization efforts to help generate search referral traffic to its media and marketplace 36 properties.
WGB depends on search engines to direct a significant amount of traffic to its media and marketplace properties, and WGB utilizes search engine optimization efforts to help generate search referral traffic to its media properties.
The Company has incurred, and will continue to incur, capital and operating expenditures and other costs in complying with such laws and regulations and changes to such regulations, including any new regulations related to climate change, could give rise to additional compliance or remedial costs. • Failure to Successfully Integrate Acquired Businesses Could Negatively Affect the Company’s Business.
The Company has incurred, and will continue to incur, capital and operating expenditures and other costs to comply with such laws and regulations and changes to such regulations, including any new regulations related to climate change, could give rise to additional compliance or remedial costs. • Failure to Successfully Integrate Acquired Businesses Could Negatively Affect the Company’s Operating Results.
These and other national, regional and local economic pressures could result in decreases in customer traffic and lower sales and profits. Risks Related to the Company’s Stock Ownership and Operations • As a Controlled Company, the Rights of Class B Common Stockholders are Limited The Company has two classes of shares, Class A Common Stock and Class B Common Stock.
These and other national, regional and local economic pressures could result in decreases in customer traffic and lower sales and profits. 37 Risks Related to the Company’s Stock Ownership and Operations • As a Controlled Company, the Rights of Class B Common Stockholders Are Limited.
In May 2021, Kaplan received notice from the ED that it would be conducting a fact-finding process pursuant to the borrower defense to repayment regulations to determine the validity of borrower defense to repayment claims and a 28 request for documents related to several of Kaplan’s previously owned schools.
In May 2021, Kaplan received notice from the ED that it would be conducting a fact-finding process pursuant to the BDTR regulations to determine the validity of BDTR claims and a request for documents related to several of Kaplan’s previously owned schools.
In those cases, as the number of subscribers to traditional MVPD platforms decreases, the Company alone bears the costs and risks of declining retransmission consent revenues.
In those cases, as the number of subscribers to traditional MVPD platforms decreases, GMG bears the costs and risks of declining retransmission consent revenues.
The laws, regulations and other requirements applicable to KNA or any KNA client institutions are subject to change and to interpretation. Regulations drafted as a result of the 2021 Negotiated Rulemaking and released in 2022 and effective in July 2023 include restrictions on revenue-sharing arrangements between universities and former university owners, as discussed above.
The laws, regulations and other requirements applicable to KNA or any KNA client institutions are subject to change and to interpretation. Regulations enacted as a result of a 2021 Negotiated Rulemaking, that became effective in July 2023 (July 2023 Regulations), include restrictions on revenue-sharing arrangements between universities and former university owners, as discussed above.
As the number of subscribers to traditional cable, satellite and telecommunications services declines, the Company faces the possibility of declining revenues under its existing retransmission agreements, which typically provide for payment to the Company on a per-subscriber basis.
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.
In addition, the Company is a “controlled company” under the corporate governance rules of the New York Stock Exchange (NYSE) and as such, the Company is exempt from certain corporate governance requirements of the NYSE. 37 • Pandemics or Other Outbreaks of Disease, Such as the COVID-19 Pandemic, Have Had, and Future Outbreaks, Could Have, Adverse Impacts on the Company’s Business, Results of Operations and Cash Flows.
In addition, the Company is a “controlled company” under the corporate governance rules of the New York Stock Exchange (NYSE) and as such, the Company is exempt from certain corporate governance requirements of the NYSE. • Pandemics or Other Outbreaks of Disease, Such as the COVID-19 Pandemic, Have Had, and Future Outbreaks Could Have, Adverse Impacts on the Company’s Businesses.
As the national networks have launched and continue to invest in their direct-to-consumer platforms, an increasing amount of network programming that was once available exclusively on an in-market network-affiliated station is now being made available on ad-supported or subscription services, either exclusively or simultaneously with its over-the-air broadcast.
As the national networks have launched and continue to market and invest in their direct-to-consumer platforms, an increasing amount of network programming, including valuable sports programming, that was once available exclusively on an in-market network-affiliated station is now being made available on ad-supported or subscription services such as Paramount+ (CBS) and Peacock (NBC), either exclusively or simultaneously with its over-the-air broadcast.
Risks Related to the Company’s Television Broadcasting and Media Businesses • Changing Perceptions About the Effectiveness of Television Broadcasting in Delivering Advertising Could Adversely Affect the Profitability of Television Broadcasting. Historically, television broadcasting has been viewed as a cost-effective method of delivering various forms of advertising.
Risks Related to the Company’s Television Broadcasting and Media Businesses • Changing Perceptions About the Effectiveness of Television Broadcasting in Delivering Advertising and Competition from Digital Platforms Could Adversely Affect the Profitability of Television Broadcasting. Historically, television broadcasting has been viewed as a cost-effective method of delivering various forms of advertising, particularly local advertising.
Changes in the methodologies or algorithms used by search engines to display results could cause WGB’s properties to receive less favorable placements in the search results.
Changes in the methodologies or algorithms used by search engines to display results have caused and could continue to cause WGB’s properties to receive less favorable placements in the search results.
Failure to comply with these and other federal and state laws and regulations could result in adverse consequences, including, for example: • The imposition on Kaplan of fines, other sanctions or liabilities, including repayment obligations for Title IV funds to the ED or the termination or limitation of Kaplan’s eligibility to provide services as a Third-Party Servicer to any Title IV participating institution if KNA fails to comply with statutory or regulatory requirements applicable to such service providers; • Adverse effects on Kaplan’s business and operations from a reduction or loss in KNA’s revenues under the TOSA or any other agreement with any Title IV participating institution if a client institution loses or has limits placed on its Title IV eligibility, accreditation, operations or state licensure or is subject to fines, repayment obligations or other adverse actions owing to noncompliance by KNA (or the institution) with Title IV, accreditor, federal or state agency requirements; • Liability under the TOSA or any other agreement with any Title IV participating institution for noncompliance with federal, state or accreditation requirements arising from KNA’s conduct; and • Liability for noncompliance with Title IV or other federal or state requirements occurring prior to the transfer of Kaplan University to Purdue.
Failure to comply with these and other federal and state laws and regulations could result in adverse consequences, including, for example: • The imposition on Kaplan of fines, other sanctions or liabilities, including repayment obligations for Title IV funds to the ED or the termination or limitation of Kaplan’s eligibility to provide services as a Third-Party Servicer to any Title IV participating institution if KNA fails to comply with statutory or regulatory requirements applicable to such service providers; • Adverse effects on Kaplan’s business and operations from a reduction or loss in KNA’s revenues under the TOSA or any other agreement with any Title IV participating institution if a client institution loses or has limits placed on its Title IV eligibility, accreditation, operations or state licensure or is subject to fines, repayment obligations or other adverse actions owing to noncompliance by KNA (or the institution) with Title IV, accreditor, federal or state agency requirements; • Liability under the TOSA or any other agreement with any Title IV participating institution for noncompliance with federal, state or accreditation requirements arising from KNA’s conduct; and • Liability for noncompliance with Title IV or other federal or state requirements occurring prior to the transfer of Kaplan University to Purdue. 27 Although KNA endeavors to comply with all U.S. federal and state laws and regulations, KNA cannot guarantee that its implementation of the relevant rules will be upheld by the ED or other agencies or upon judicial review.
More generally, the deployment of ATSC 3.0 may have other material effects on the Company’s media businesses that cannot now be reliably predicted and that may have a material adverse effect on the Company’s operating results. • Changes in MVPD Subscriber Numbers, Retransmission Consent Fees, “Reverse Retransmission Consent” Payments to the Networks, and Broadcast Exclusivity Could Adversely Affect the Company’s Revenues.
The ongoing transition to ATSC 3.0 may have material effects on the Company’s media businesses that cannot now be reliably predicted and that may have an adverse effect on the Company’s operating results. • Changes in MVPD Subscriber Numbers, Retransmission Consent Fees, “Reverse Retransmission Consent” Payments to the Networks, and Broadcast Exclusivity Could Adversely Affect the Company’s Revenues.
Recently, supply shortages have led to a period of higher average new and used selling prices as a result of strong consumer demand and inventory shortages related to supply chain disruptions and production delays at vehicle manufacturers. These conditions may deteriorate in the future.
Recently, supply shortages have led to a period of higher average new and used selling prices as a result of strong consumer demand and inventory shortages related to supply chain disruptions and production delays at vehicle manufacturers. These conditions may deteriorate in the future. Changes in these conditions could materially adversely impact the results of the Company’s dealerships.
Legislative and regulatory change: Congress periodically revises the Higher Education Act and other laws and enacts new laws governing the Title IV programs and annually determines the funding level for each Title IV program and may make changes in the laws at any time.
Changes in legislation, regulations or interpretations: Congress periodically revises the Higher Education Act and other laws and enacts new laws governing the Title IV programs and annually determines the funding level for each Title IV program and may make changes in the laws at any time.
WGB’s success in attracting traffic to its media properties and converting these visitors into repeat users depends, in part, upon WGB’s ability to identify, create and distribute high-quality and reliable content and WGB’s ability to meet rapidly changing consumer demand.
WGB’s business and results of operations depend upon attracting new visitors to its media properties and retaining its existing visitors. WGB’s success in attracting traffic to its media properties and converting these visitors into repeat users depends, in part, upon its ability to identify, create and distribute high-quality and reliable content and meet rapidly changing consumer demand.
Additionally, changes to the ability of students to discharge loans owing to prior school closures could 31 impose liability on Kaplan for loans made to students at institutions previously owned by Kaplan and closed during Kaplan’s ownership.
Further, the changes to the ability of students to discharge loans owed as a result of prior school closures could impose liability on Kaplan for loans made to students at institutions previously owned by Kaplan and closed during Kaplan’s ownership.
Equipment manufacturers began releasing certain TV models with built-in ATSC 3.0-capable receivers in 2020, and an increasing number of external tuners or converter boxes are available, but ATSC 3.0-capable consumer devices are not yet widely available or in use in the U.S . The ongoing transition to ATSC 3.0 may cause the Company to incur substantial costs over time.
Equipment manufacturers began releasing certain TV models with built-in ATSC 3.0-capable receivers in 2020, and an increasing number of external tuners or converter boxes are available, but ATSC 3.0-capable consumer devices are not yet widely available or in use in the U.S .
Saatchi Art Group’s business and results of operation depend upon attracting and retaining artists whose artwork adds value to the marketplaces and that consumers want to purchase, and upon attracting customers who convert into new and repeat purchasers.
Saatchi Art’s business and results of operations depend upon attracting and retaining artists whose artwork adds value to its marketplaces and that consumers want to purchase, and upon attracting customers who convert into 36 new and repeat purchasers.
Tax Laws Could Have a Material Adverse Effect on Kaplan International. The UK Pathways Colleges located in England were required to register with the OfS to ensure they could continue operating as English higher education providers.
Failure to effectively manage these risks could have a material adverse effect on Kaplan’s operating results. • Changes in U.K. and International Tax Laws Could Have a Material Adverse Effect on Kaplan International. The UK Pathways Colleges located in England were required to register with the OfS to ensure they could continue operating as English higher education providers.
The adverse impact of a new health crisis could include, and in the past has included, reduced demand for the Company’s products and services, supply chain disruptions, asset impairment charges, labor disruptions and manufacturing, restaurant and other closures.
The adverse impact of a new health crisis could include, and in the past has included, reduced demand for the Company’s products and services, supply chain disruptions, asset impairment charges, labor and manufacturing disruptions and restaurant and other closures. • Failure to Comply with Environmental and Health and Safety Laws Applicable to the Company’s Operations Could Negatively Impact the Company’s Businesses.
Described below are the most material risks faced by the Company. These risks and uncertainties may not be the only ones faced by the Company. Additional risks and uncertainties not presently known, or currently deemed immaterial, may adversely affect the Company in the future.
RISK FACTORS The Company faces a number of risks and uncertainties in connection with its operations. Described below are the most material risks faced by the Company. These risks and uncertainties may not be the only ones faced by the Company. Additional risks and uncertainties not presently known, or currently deemed immaterial, may adversely affect the Company in the future.
Risks Related to the Company’s Manufacturing Businesses • Failure to Recruit and Retain Production Staff Needed to Meet Customer Demand Could Have a Material Adverse Effect on the Company’s Manufacturing Businesses. The Company’s manufacturing operations are experiencing a highly competitive market for production labor that may limit its ability to meet customer demand.
Risks Related to the Company’s Manufacturing Businesses • Failure to Recruit and Retain Production Staff Needed to Meet Customer Demand Could Have a Material Adverse Effect on the Company’s Manufacturing Businesses. The Company’s manufacturing operations have experienced in recent years a highly competitive market for production labor.
Risks Related to the Company’s Other Businesses • Failure by Saatchi Art Group, Society6 and WGB to Attract and Retain Artists, Customers and Visitors, and Successfully Drive Traffic to their Marketplaces and Media Properties. • Failure by WGB to Effectively Distribute Media Content on Social Media Platforms and Mobile Devices. • Failure to Recruit and Retain Employees in the Company’s Restaurants. • Food-Borne Illness Concerns and Damage to the Company’s Reputation. • Concentration of the Company’s Restaurants in the Washington, D.C.
Risks Related to the Company’s Other Businesses • Failure by Saatchi Art to Attract and Retain Artists and Customers and Convert Visitors to Customers. • Failure by Society6 to Attract and Retain Customers. • Failure by WGB to Attract Visitors and Drive Traffic to its Media Properties. • Failure to Recruit and Retain Employees in the Company’s Restaurants. • Food-Borne Illness Concerns and Damage to the Company’s Reputation. • Concentration of the Company’s Restaurants in the Washington, D.C.
If WGB is unable to successfully modify its search engine optimization practices in response to changes regularly implemented by search engine algorithms and in search query trends, or if WGB is unable to generate increased or diversified traffic from other sources such as social media, email, direct navigation and online marketing activities, WGB could experience substantial declines in traffic to its media properties which would adversely impact WGB’s business and results of operations. • If WGB is Unable to Effectively Distribute its Media Content on Social Media Platforms or Mobile Devices, WGB’s Business and Results of Operation Could Be Negatively Impacted.
If WGB is unable to successfully modify its search engine optimization practices in response to changes regularly implemented by search engine algorithms and in search query trends, or if WGB is unable to generate increased or diversified traffic from other sources such as social media, email, direct navigation and online marketing activities, WGB could continue to experience substantial declines in traffic to its media properties which would adversely impact WGB’s business and results of operations. • Failure to Recruit and Retain Employees in the Company’s Restaurants Could Adversely Impact the Company’s Restaurant Business.
Risks Related to the Company’s Other Businesses • If Saatchi Art Group, Society6 and WGB are Unable to Attract and Retain Artists, Customers and Visitors, and Successfully Drive Traffic to their Marketplaces and Media Properties their Business and Results of Operations Would be Adversely Affected.
Risks Related to the Company’s Other Businesses • If Saatchi Art is Unable to Attract and Retain Artists, Convert Visitors, Retain Customers and Successfully Drive Traffic to its Marketplaces and Events, its Business and Results of Operations Would Be Adversely Affected.
For example, if access to student loans or other funding were to be lost for KI operations that admit students who are entitled to receive the benefit of this funding, Kaplan’s operating results could be materially adversely affected.
For example, if access to student loans or other funding were to be lost for KI operations that admit students who are entitled to receive the benefit of this funding, Kaplan’s operating 25 results could be materially adversely affected. The U.K. government is considering a reduction to funding for the Level 7 apprenticeship (L7) in 2025.
In addition, there are other factors related to Purdue Global’s and other client institutions’ compliance with federal, state and accrediting agency requirements—many of which are largely outside of Kaplan’s control—that could have a material adverse effect on Purdue Global’s and other client institutions’ revenues and, in turn, on Kaplan’s operating results, including, for example: Reduction in Title IV or other federal, state or private financial assistance: KNA receives revenue based on its agreements with client institutions and particularly revenue from Purdue Global under the TOSA.
Other regulatory requirements or developments could have a material adverse effect on Purdue Global’s and other client institutions’ revenues and, in turn, on Kaplan’s operating results, including, for example: Reductions in Title IV or other federal, state or private financial assistance: KNA receives revenue based on its agreements with client institutions and particularly revenue from Purdue Global under the TOSA.
Risks Related to Cybersecurity, Privacy, Artificial Intelligence and Intellectual Property • System Disruptions and Security Threats to the Company’s Information Technology Infrastructure. • Failure to Comply with Privacy Laws or Regulations. • Artificial Intelligence Concerns. • Potential Liability for Intellectual Property Infringement. RISK FACTORS The Company faces a number of risks and uncertainties in connection with its operations.
Risks Related to Cybersecurity, Privacy, Artificial Intelligence and Intellectual Property • System Disruptions and Security Threats to the Company’s Information Technology Infrastructure or Those of Third Parties. • Failure to Comply with Privacy Laws or Regulations. • Artificial Intelligence Concerns. • Potential Liability for Intellectual Property Infringement.
Tax Laws. • Failure to Comply with Statutory and Regulatory Requirements as a Third-Party Servicer to Title IV Participating Institutions. • Failure to Comply with the ED’s Title IV Incentive Compensation Rule. • Failure to Comply with the ED’s Title IV Misrepresentation Regulations. • Compliance Reviews, Program Reviews, Audits and Investigations, Including in Connection with Borrower Defense to Repayment Claims. • Noncompliance with Regulations by KNA’s Client Institutions. • Failure to Realize the Anticipated Benefits of the Purdue Global Transaction. • Regulatory Changes and Developments. • Reductions in the Use of Standardized Tests and Increased Competition. • Changes in the Extent to Which Licensing and Proficiency Examinations Are Used.
These risks include, but are not limited to, the following: Risks Related to the Company’s Education Business • Changes in International Laws and Regulations, Related Policy Announcements, Travel Restrictions and Sanctions. • Difficulties and Expenses in Managing Properties in England and Scotland. • Difficulties in Managing Foreign Operations and Failure to Comply with Foreign Regulatory Requirements. • Changes in U.K. and International Tax Laws. • Possible Changes to the Department of Education. • Failure to Comply with Statutory and Regulatory Requirements as a Third-Party Servicer to Title IV Participating Institutions. • Failure to Comply with the ED’s Title IV Incentive Compensation Rule. • Failure to Comply with the ED’s Title IV Misrepresentation Regulations. • Compliance Reviews, Program Reviews, Audits and Investigations, Including in Connection with Borrower Defense to Repayment Claims. • Noncompliance with Regulations by KNA’s Client Institutions. • Failure to Realize the Anticipated Benefits of the Purdue Global Transaction. • Regulatory Changes and Developments. • Reductions in the Use of Standardized Tests and Increased Competition. • Changes in the Extent to Which Licensing and Proficiency Examinations Are Used.
Managed-care organizations, hospitals, physician practices and other third-party payors continue to consolidate in response to the evolving regulatory environment, thereby enhancing their ability to influence the delivery of healthcare services and decreasing the number of organizations serving patients. This consolidation could adversely impact GHG’s businesses if they are unable to maintain their ability to participate in established networks.
Managed-care organizations, hospitals, physician practices and other third-party payors continue to consolidate in response to the evolving regulatory environment, thereby enhancing their ability to influence the delivery of healthcare services and decreasing the number of organizations serving patients.
The emergence of new variants of COVID-19, and consequential changes to travel and study arrangements could further negatively affect Kaplan International and its operating results.
The emergence of new pandemics and consequential changes to travel and study arrangements in one or more countries could negatively affect Kaplan International and its operating results.
Following the departure of the U.K. from the European Union (EU) on December 31, 2020, the U.K. may further develop its VAT rules in this complex area separate from the EU rules but has not yet done so. Kaplan continues to closely monitor this area.
Following the departure of the U.K. from the European Union (EU) on December 31, 2020, the U.K. may further develop its VAT rules in this complex area separate from the EU rules. Kaplan continues to closely monitor this area. Following the U.K. general election in July 2024, the Labour party formed a new government.
Risks Related to the Company’s Automotive Businesses • Termination or Non-renewal of a Dealership Agreement by an Automobile Manufacturer and Limitations on the Company’s Ability to Acquire Additional Dealerships Could Adversely Affect the Company’s Automotive Business and Results of Operations.
If the Healthcare business is unable to streamline its processes and reduce costs, its business and consolidated financial condition, results of operations and cash flows could be materially adversely affected. 35 Risks Related to the Company’s Automotive Businesses • Termination or Non-renewal of a Dealership Agreement by an Automobile Manufacturer and Limitations on the Company’s Ability to Acquire Additional Dealerships Could Adversely Affect the Company’s Automotive Business and Results of Operations.
Overall, there is a trend of tightening of student immigration regulations and access to student visas worldwide. Changes to levels of direct and indirect government funding for international education programs would also materially affect the success of KI’s operations.
Changes to levels of direct and indirect government funding for international education programs would also materially affect the success of KI’s operations.
If Kaplan is unable to effectively execute its post-transaction strategy, it may take longer than anticipated to achieve the benefits of the transaction or it may not realize those benefits at all. In 2022 Purdue Global began working with KNA to provide certain human resources, finance and accounting, facility management, and communications services itself, in-house.
If Kaplan is unable to effectively execute its post-transaction strategy, it may take longer than anticipated to achieve the benefits of the transaction or it may not realize those benefits at all. In 2022, pursuant to the TOSA, Purdue Global began providing certain functions previously provided by KNA in-house.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Company and its business units leverage several information security controls frameworks, standards and best practices with the International Organization for Standardizations (ISO) 27001 used as the overarching framework. The ISO 27001 establishes a multi-pronged information security standard for organizations to manage information security risks, build cyber resilience, and improve operations.
Biggest changeThe Company and its business units leverage several information security controls frameworks, standards and best practices with the International Organization for Standardizations (ISO) 27001 used as the overarching framework.
The Board of Directors has delegated oversight of risks related to cybersecurity to the Audit Committee which reports on its risk management activities, including risks arising from cybersecurity threats, to the full Board. The Company’s Vice President of Information Security and Privacy reports to the Audit Committee on an annual basis.
The Board of Directors has delegated oversight of risks related to cybersecurity to the Audit Committee which reports on its risk management activities, including risks arising from cybersecurity threats, to the full Board of Directors. The Company’s Vice President of Information Security and Privacy reports to the Audit Committee on an annual basis.
In addition, the Audit Committee receives quarterly updates as part of the disclosure control process and updates, as needed, for significant issues.
In addition, the Audit Committee receives quarterly updates as part of the disclosure control process and other updates, as needed, for significant issues.
Some employees receive additional in-depth training related to their individual job responsibilities.
Some employees receive additional in-depth training related to their individual job responsibilities. 42
The Company and its business units engage third parties to assess various aspects of the information security program, provide threat intelligence, perform external audits, perform penetration testing, and provide other services as needed.
The Company and its business units engage third parties to assess various aspects of the information security program, provide threat intelligence, perform external audits, perform penetration testing, and provide other services as needed. The Company and its business units have not been materially affected by risks from cybersecurity threats.
The Company and its business units have not been materially affected by risks from cybersecurity threats, For a discussion of whether and how any risks from cybersecurity threats are reasonably likely to materially affect the Company, see Item 1A Risk Factors. 41 Governance.
For a discussion of whether and how any risks from cybersecurity threats are reasonably likely to materially affect the Company, see Item 1A Risk Factors. Governance.
Third-party service provider risk management is one of many components of the Company’s information security program. The Company and its business units use a risk-based approach to identifying and overseeing cybersecurity risks presented by third parties that could adversely impact the Company.
The Company and its business units use a risk-based approach to identifying and overseeing cybersecurity risks presented by third parties that could adversely impact the Company.
Added
ISO 27001 establishes a multi-pronged information security standard for organizations to manage information security risks, build cyber resilience, and improve operations. 41 Third-party service provider risk management is one of many components of the Company’s information security program.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe businesses that comprise the Company’s other businesses lease space for their operations, including office space and retail locations in DC, MD, VA, NY, NJ, IL, GA, MA and PA, and manufacturing facilities in KY and NJ for Framebridge; restaurant facilities in DC, MD, and VA for Clyde’s; office space in NY and DC for Slate; office space in DC for Foreign Policy; and office space in CA, CO, the U.K. and Australia for Saatchi Art Group, Society6 and WGB.
Biggest changeThe businesses that comprise the Company’s other businesses lease space for their operations, including office space and retail locations in D.C., MD, VA, NY, NJ, IL, GA, MA, PA, CT, TX, TN and NC, and manufacturing facilities in KY and VA for Framebridge; restaurant facilities and office space in D.C., MD, and VA for Clyde’s; office space in NY and D.C. for Slate; office space in D.C. for Foreign Policy; office space in CO for Society6; office space in the U.K. and Australia for Saatchi Art; and event space in CA for WGB.
Kaplan also leases facilities used for offices, instruction and student dormitories in the U.S., the U.K., Ireland, Germany, France, Switzerland, Spain, Singapore, Australia and India. In 2017, Kaplan International entered into a 135-year lease of land in Liverpool, U.K. on which it completed the construction of college and/or dormitory space that opened in January 2020.
Kaplan also leases facilities used for offices, instruction and student dormitories in several countries, including the U.S., the U.K., Ireland, Germany, France, Switzerland, Spain, Singapore, Australia and India. In 2017, Kaplan International entered into a 135-year lease of land in Liverpool, U.K. on which it completed the construction of college and/or dormitory space that opened in January 2020.
Dekko owns 5 properties in IN, TX, AL and Juarez, Mexico; and Joyce/Dayton owns 3 properties in OH and IN, which are used for manufacturing, warehouse and office space. The remaining office and manufacturing facilities are leased, including one manufacturing facility in Monterrey, Mexico.
Dekko owns 6 properties in IN, TX, AL and Juarez, Mexico; and Joyce/Dayton owns 3 properties in OH and IN, which are used for manufacturing, warehouse and office space. The remaining office and manufacturing facilities are leased, including one manufacturing facility in Monterrey, Mexico.
However, it recognizes that replacements for student dormitory space leased by Kaplan International may be difficult to obtain due to high demand and alternative transmitter facilities could be costly and require a significant amount of time to construct.
However, it recognizes that replacements for student dormitory space leased by KI may be difficult to obtain due to high demand and alternative transmitter facilities could be costly and require a significant amount of time to construct.
In the healthcare segment, Graham Healthcare Group leases 49 facilities for nursing and other office space across 15 states to support its home health, hospice, pharmacy infusion, physician practices and behavioral services and leases 12 facilities through its joint ventures with health systems and physician groups.
In the healthcare segment, GHG leases 55 facilities for nursing and other office space across 15 states to support its home health, hospice, pharmacy infusion, physician practices and behavioral services and leases 12 facilities through its joint ventures with health systems and physician groups.
GHG also owns two properties that are used for pharmacy infusion services (Nash, TX) and home health and hospice administrative services (Lapeer, MI). 42 In the manufacturing segment, Hoover owns 11 properties in AR, CA, FL, GA, MI, NC, PA, TX, VA, WA, and WV.
GHG also owns two properties that are used for pharmacy infusion services (Nash, TX) and home health and hospice administrative services (Lapeer, MI). In the manufacturing segment, Hoover operates 10 properties in AR, CA, FL, GA, MI, PA, TX, VA, WA, and WV.
Item 2. Properties. The Company leases space for its corporate offices in Arlington, V A. In the education segment, Kaplan owns a total of seven properties, including six in the U.S. totaling approximately 46,319 square feet and one property in South Kensington, London, U.K. used for school and dormitory space.
Item 2. Properties. The Company leases space for its corporate offices in Arlington, V A. In the education segment, Kaplan owns a total of five properties, including four in the U.S. and one property in South Kensington, London, U.K. used for school and dormitory space.
GMG owns the tower facilities in its San Antonio, TX, Detroit, MI, and Roanoke, VA markets and jointly owns the transmitter facilities in Jacksonville, FL, Orlando, FL, and Houston, TX.
In the television broadcasting segment, GMG owns all six of its studio facilities in Houston, TX, Detroit, MI, Orlando, FL, San Antonio, TX, Jacksonville, FL, and Roanoke, VA. GMG owns the tower facilities in its San Antonio, TX, Detroit, MI, and Roanoke, VA markets and jointly owns the transmitter facilities in Jacksonville, FL, Orlando, FL, and Houston, TX.
Removed
Kaplan International’s other significant space is dormitory space leased in Nottingham, Glasgow, Bournemouth and Brighton, U.K. In the television broadcasting segment, Graham Media Group owns all six of its studio facilities in Houston, TX, Detroit, MI, Orlando, FL, San Antonio, TX, Jacksonville, FL, and Roanoke, VA.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings. Information with respect to legal proceedings may be found in Note 18, “Contingencies and Other Commitments - Litigation, Legal and Other Matters” to the consolidated financial statements in Part II of this Annual Report, which is incorporated herein by reference. Item 4. Mine Safety Disclosures. Not applicable. PART II
Biggest changeItem 3. Legal Proceedings. Information with respect to legal proceedings may be found in Note 18, “Contingencies and Other Commitments - Litigation, Legal and Other Matters” to the consolidated financial statements in Part II of this Annual Report, which is incorporated herein by reference.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeFor purposes of this graph, it has been assumed that dividends were reinvested on the date paid in the case of the Company, and on a quarterly basis in the case of the S&P 500 Index and the custom peer group index of composite companies.
Biggest changeFor purposes of this graph, it has been assumed that dividends were reinvested on the date paid in the case of the Company, and on a quarterly basis in the case of the S&P 500 Index and the custom peer group index of composite companies. 44 December 31 2019 2020 2021 2022 2023 2024 Graham Holdings Company 100.00 84.68 100.99 97.93 114.15 144.19 S&P 500 Index 100.00 118.40 152.39 124.79 157.59 197.02 Composite Peer Group 100.00 132.43 66.93 80.53 91.38 97.93 Item 6.
(2) On May 4, 2023, the Company’s Board of Directors authorized the Company to purchase, on the open market or otherwise, up to 500,000 shares of its Class B Common Stock. This authorization includes shares that remained under the previous authorization. There is no expiration date for this authorization.
(2) On September 12, 2024, the Company’s Board of Directors authorized the Company to purchase, on the open market or otherwise, up to 500,000 shares of its Class B Common Stock. This authorization includes shares that remained under the previous authorization. There is no expiration date for this authorization.
Scripps Company, Grand Canyon Education Inc., Nexstar Media Group Inc., Gray Television Inc., New Oriental Education & Technology Group Inc., Pearson plc and Tegna Inc. The graph reflects the investment of $100 on December 31, 2018, in the Company’s Class B Common Stock, the Standard & Poor’s 500 Stock Index and the custom peer group index of composite companies.
Scripps Company, Grand Canyon Education Inc., Nexstar Media Group Inc., Gray Media, Inc (formerly Gray Television Inc.), New Oriental Education & Technology Group Inc., Pearson plc and Tegna Inc. The graph reflects the investment of $100 on December 31, 2019, in the Company’s Class B Common Stock, the S&P 500 Index and the custom peer group index of composite companies.
At January 31, 2024, there were 27 holders of record of the Company’s Class A Common Stock and 319 holders of record of the Company’s Class B Common Stock.
At January 31, 2025, there were 27 holders of record of the Company’s Class A Common Stock and 309 holders of record of the Company’s Class B Common Stock.
All purchases made during the quarter ended December 31, 2023, were open market transactions and some of these shares were purchased under a 10b5-1 plan. 43 Performance Graph The following graph is a comparison of the yearly percentage change in the Company’s cumulative total shareholder return with the cumulative total return of the Standard & Poor’s 500 Stock Index (S&P 500 Index) and a custom peer group index comprised of a composite group of education and television broadcasting companies.
Performance Graph The following graph is a comparison of the yearly percentage change in the Company’s cumulative total shareholder return with the cumulative total return of the Standard & Poor’s 500 Stock Index (S&P 500 Index) and a custom peer group index comprised of a composite group of education and television broadcasting companies.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers During the quarter ended December 31, 2023, the Company purchased shares of its Class B Common Stock as set forth in the following table: Period Total Number of Shares Purchased Average Price Paid per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plan (2) Maximum Number of Shares That May Yet Be Purchased Under the Plan (2) 2023 October 1 - 31 39,091 $ 591.21 39,091 297,575 November 1 - 30 25,166 617.93 25,166 272,409 December 1 - 31 36,006 669.13 36,006 236,403 Total 100,263 $ 625.90 100,263 ____________ (1) Average price paid per share includes costs associated with repurchases, including commissions and excise taxes.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers During the quarter ended December 31, 2024, the Company purchased shares of its Class B Common Stock as set forth in the following table: Period Total Number of Shares Purchased Average Price Paid per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plan (2) Maximum Number of Shares That May Yet Be Purchased Under the Plan (2) 2024 October 1 - 31 18,223 $ 812.87 18,223 467,909 November 1 - 30 1,400 851.40 1,400 466,509 December 1 - 31 49 875.93 49 466,460 Total 19,672 $ 815.77 19,672 ____________ (1) Average price paid per share includes costs associated with repurchases, including commissions and excise taxes.
Removed
December 31 2018 2019 2020 2021 2022 2023 Graham Holdings Company 100.00 100.57 85.16 101.56 98.48 114.79 S&P 500 Index 100.00 131.49 155.68 200.37 164.08 207.21 Composite Peer Group 100.00 131.96 174.75 88.32 106.27 120.58 Item 6. Reserved.
Added
Share purchases made during the quarter ended December 31, 2024 occurred through open market transactions or to enable employees to obtain the funds necessary to satisfy taxes incurred in connection with the vesting of restricted stock awards. Some of these shares were purchased pursuant to a 10b5-1 trading plan.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeItem 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. See the information contained under the heading “Management’s Discussion and Analysis of Results of Operations and Financial Condition,” which is included in this Annual Report on Form 10-K and listed in the index to financial information on page 51 hereof.
Biggest changeItem 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. See the information contained under the heading “Management’s Discussion and Analysis of Results of Operations and Financial Condition,” which is included in this Annual Report on Form 10-K and listed in the index to financial information on page 52 hereof.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe Company is exposed to foreign exchange rate risk primarily at its Kaplan international operations, and the primary exposure relates to the exchange rate between the U.S. dollar and the British pound, the Australian dollar, and the Singapore dollar. In 2023, 2022 and 2021 the Company reported net foreign currency losses of $1.1 million, $2.0 million and $0.2 million, respectively.
Biggest changeThe Company is exposed to foreign exchange rate risk primarily at its Kaplan international operations, and the primary exposure relates to the exchange rate between the U.S. dollar and the British pound, the Australian dollar, and the Singapore dollar.
The Company manages the risk associated with interest rate movements through the use of a combination of variable and fixed-rate debt. At December 31, 2023, the Company had $400 million principal amount of 5.75% unsecured fixed-rate notes due June 1, 2026 (the Notes).
The Company manages the risk associated with interest rate movements through the use of a combination of variable and fixed-rate debt. At December 31, 2024, the Company had $400 million principal amount of 5.75% unsecured fixed-rate notes due June 1, 2026 (the Notes).
The Company is subject to earnings and liquidity risks for changes in the interest rate on the unhedged portion of this debt. A 100 basis point increase in the applicable floating rates for the unhedged portions of our variable-rate debt would increase annual interest expense by approximately $4.6 million. Foreign Exchange Rate Risk.
The Company is 45 subject to earnings and liquidity risks for changes in the interest rate on the unhedged portion of this debt. A 100 basis point increase in the applicable floating rates for the unhedged portions of our variable-rate debt would increase annual interest expense by approximately $4.1 million. Foreign Exchange Rate Risk.
If the values of the British pound, the Australian dollar, and the Singapore dollar relative to the U.S. dollar had been 10% lower than the values that prevailed during 2023, the Company’s pre-tax income for 2023 would have been approximately $15 million lower.
If the values of the British pound, the Australian dollar, and the Singapore dollar relative to the U.S. dollar had been 10% lower than the values that prevailed during 2024, the Company’s pre-tax income for 2024 would have been approximately $33 million lower.
The Company has common stock investments in several publicly traded companies (as discussed in Note 4 to the Company’s Consolidated Financial Statements) that are subject to market price volatility. The fair value of these common stock investments totaled $690.2 million at December 31, 2023. 44 Interest Rate Risk.
The Company has common stock investments in several publicly traded companies (as discussed in Note 4 to the Company’s Consolidated Financial Statements) that are subject to market price volatility. The fair value of these common stock investments totaled $852.4 million at December 31, 2024. Interest Rate Risk.
At December 31, 2023, the aggregate fair value of the Notes, based upon quoted market prices, was $400.4 million. There were no earnings or liquidity risks associated with the Company’s Notes. The fair value of the Notes varies with fluctuations in market interest rates.
At December 31, 2024, the aggregate fair value of the Notes, based upon quoted market prices, was $398.9 million. There were no earnings or liquidity risks associated with the Company’s Notes. The fair value of the Notes varies with fluctuations in market interest rates.
Conversely, if such values had been 10% higher, the Company’s reported pre-tax income for 2023 would have been approximately $15 million higher.
Conversely, if such values had been 10% higher, the Company’s reported pre-tax income for 2024 would have been approximately $33 million higher.
The Company also had approximately $26 million of other fixed-rate debt, primarily relating to the healthcare business. At December 31, 2023, the Company had approximately $538 million of variable-rate debt, including floor plan facility obligations. Approximately $74.6 million of this debt is hedged by an interest rate swap.
The Company also had approximately $16 million of other fixed-rate debt, primarily relating to the healthcare business. At December 31, 2024, the Company had approximately $483 million of variable-rate debt, including floor plan facility obligations. Approximately $70.9 million of this debt is hedged by an interest rate swap.
A 100 basis point decrease in market interest rates would increase the fair value of the Notes by $9.0 million at December 31, 2023 using a yield to maturity. A 100 basis point increase in market interest rates would decrease the fair value of the Notes by $8.8 million at December 31, 2023, using a yield to maturity.
A 100 basis point decrease in market interest rates would increase the fair value of the Notes by $5.4 million at December 31, 2024 using a yield to maturity. A 100 basis point increase in market interest rates would decrease the fair value of the Notes by $5.3 million at December 31, 2024, using a yield to maturity.
Added
In 2024, 2023 and 2022, the Company reported a net foreign currency gain of $5.4 million and net foreign currency losses of $1.1 million and $2.0 million, respectively.

Other GHC 10-K year-over-year comparisons