Graham Holdings Co

Previous wording

The Company reported netincome attributable to common shares of$72.5 million ($16.42 per share) for the third quarter of 2024, compared to a net loss of $23.0 million ($5.02 per share) for the third quarter of 2023.

Current wording

The Company reported netincome attributable to common shares of$23.9 million ($5.45 per share) for the first quarter of 2025, compared to $124.4 million ($27.72 per share) for the first quarter of 2024.

Previous wording

Items included in the Company’s net income for the third quarter of 2024:

Current wording

Items included in the Company’s net income for the first quarter of 2025:

Previous wording

•$3.7 million in non-operating expenses related to Separation Incentive Programs (SIPs) at Kaplan, manufacturing and other businesses (after tax-impact of $2.7 million, or$0.62 per share);

Current wording

•$0.6 million in non-operating expenses related to Separation Incentive Programs (SIPs) at other businesses (after tax-impact of $0.5 million, or $0.11 per share);

Previous wording

Revenue for the first nine months of 2024 was$3,545.1 million, up 9% from $3,248.1 million in the first nine months of 2023. Revenues increased at education, television broadcasting, healthcare and automotive, partially offset by declines at manufacturing and other businesses. The Company recorded operated income of$143.0 million for the first nine months of 2024, compared to $28.6 million for the first nine months of 2023. Excluding goodwill and other long-lived asset impairment charges, the improvement in operating results is due to increases at education, television broadcasting, healthcare and automotive, partially offset by declines at manufacturing and other businesses.

Current wording

Revenue for the first quarter of 2025 was $1,165.9 million, up 1% from $1,152.7 million in the first quarter of 2024. Revenues increased at education, healthcare and other businesses, partially offset by declines at television broadcasting, manufacturing and automotive. The Company reported operating income of$47.5 million for the first quarter of 2025, compared to $35.4 million for the first quarter of 2024. The improvement in operating results is due toincreases at education, manufacturing and healthcare, partially offset by declines at television broadcasting, automotive and other businesses.

Previous wording

Education division revenue totaled$438.1 million for the third quarter of 2024, up 6% from $411.8 million for the same period of 2023. Kaplan reported operating income of$34.9 million for the third quarter of 2024, compared to $29.9 million for the third quarter of 2023.

Current wording

Education division revenue totaled$424.7 million for the first quarter of 2025, up 1% from $422.6 million for the same period of 2024. Kaplan, Inc. (Kaplan) reported operating income of$40.0 million for the first quarter of 2025, compared to $30.6 million for the first quarter of 2024.

Previous wording

Kaplan International includes postsecondary education, professional training and language training businesses largely outside the United States (U.S.). Kaplan International revenue increased 11% and 14% for the third quarter and first nine monthsof 2024, respectively(9% and 12%, respectively, on a constant currency basis). The increase is due largely to growth at Australia, Pathways, UK Professional and Singapore. Kaplan International reported operating income of$25.5 million in the third quarter of 2024, compared to $22.2 million in the third quarter of 2023. The increase is due largely to improved results at Australia, UK Professional and Pathways. Operating income increased to $82.7 million in the first nine months of 2024, compared to $64.3 million in the first nine months of 2023. The increase is due largely to improved results at Australia, UK Professional, Pathways and Singapore, partially offset by a decline at Languages.

Current wording

Kaplan International includes postsecondary education, professional training and language training businesses largely outside the United States (U.S.). Kaplan International revenue decreased 3% for the first quarter(2% on a constant currency basis) due largely to lower student enrollments at UK Pathways and Languages, partially offset by growth at UK Professional, Australia and Singapore. Kaplan International reported oper ating income of $30.1 million in the first quarter of 2025, compared to $31.3 million in the first quarter of 2024. The decrease is due largely to a decline in results at UK Pathways and MPW, partially offset by improved results at UK Professional and Australia.

Previous wording

Higher Education includes the results of Kaplan as a service provider to higher education institutions. Higher Education revenue increased 5% for the third quarter of 2024, due primarily to an increase in the Purdue Global fee recorded. Higher Education revenue declined 1% for the first nine months of 2024, due to reduced reimbursable expenses from Purdue Global. Enrollments at Purdue Global, the largest institutional client, increased 2% for the first nine months of 2024 compared to the first nine months of 2023. For the third quarter and first nine months of 2024 and 2023, Kaplan recorded a portion of the fee from Purdue Global. The Company will continue to assess the fee it records from Purdue Global on a quarterly basis to make a determination as to whether to record all or part of the fee in the future and whether to adjust fee amounts recognized in earlier periods. Higher Education operating results improved in the third quarter of 2024 due to an increase in the Purdue Global fee recorded. Higher Education operating results declined in the first nine months of 2024 due to primarily to an increase in higher education development costs.

Current wording

Higher Education includes the results of Kaplan as a service provider to higher education institutions. Higher Education revenue increased 10% for the first quarter of 2025, due primarily to an increase in the Purdue Global fee recorded. Enrollments at Purdue Global, the largest institutional client, increased 4% for the first three months of 2025 compared to the first three months of 2024. For the first quarter of 2025 and 2024, Kaplan recorded a portion of the fee from Purdue Global. The Company will continue to assess the fee it records from Purdue Global on a quarterly basis to make a determination as to whether to record all or part of the fee in the future and whether to adjust fee amounts recognized in earlier periods. Higher Education operating results improved in the first quarter of 2025 due to an increase in the Purdue Global fee recorded, and a decline in higher education development costs.

Previous wording

Supplemental Education includes Kaplan’s standardized test preparation programs and domestic professional and other continuing education businesses. Supplemental Education revenue declined 3% and 2% for the third quarter and first nine months of 2024, respectively, driven mostly by softness in Medical Licensure test preparation and publishing activities and Real Estate, offset in part by growth in Insurance, CFA, Architecture and Engineering and MCAT test preparation. Operating results improved in the third quarter and first nine months of 2024 due to cost reductions from lower headcount, partially offset by lower revenues.

Current wording

Supplemental Education includes Kaplan’s standardized test preparation programs and domestic professional and other continuing education businesses. Most of the program offerings in Supplemental Education experienced growth in the first quarter, leading to a 5% revenue increase. Operating results improved in the first quarter of 2025 due largely to revenue growth.

Previous wording

Kaplan corporate and other represents unallocated expenses of Kaplan, Inc.’s corporate office, other minor businesses and certain shared activities. Kaplan corporate and other expenses increased in the third quarter and first nine months of 2024, largely due to increased employee benefit and incentive compensation costs.

Current wording

Kaplan corporate and other represents unallocated expenses of Kaplan, Inc.’s corporate office, other minor businesses and certain shared activities.

Previous wording

Graham Media Group, Inc. owns seven television stations located in Houston, TX; Detroit, MI; Orlando, FL; San Antonio, TX; Jacksonville, FL; and Roanoke, VA, as well as SocialNewsDesk, a provider of social media management tools designed to connect newsrooms with their users. Revenue at the television broadcasting division increased 25% to $145.4 million in the third quarter of 2024, from$116.1 million in the same period of 2023. The revenue increase is due to a $34.5 million increase in political advertising revenue, increases from summer Olympics-related advertising revenue at the Company’s NBC stations and an increase in digital advertising revenue, partially offset by a $3.4 million decrease in retransmission revenue and a decline in local advertising revenue. Operating income for the third quarter of 2024 was up 94% to $61.9 million, from $31.9 million in the same period of 2023, due to higher revenues and lower network fees, partially offset by increased pension expense.

Current wording

Graham Media Group, Inc. owns seven television stations located in Houston, TX; Detroit, MI; Orlando, FL; San Antonio, TX; Jacksonville, FL; and Roanoke, VA, as well as SocialNewsDesk, a provider of social media management tools designed to connect newsrooms with their users. Revenue at the television broadcasting division decreased 8% to $103.6 million in the first quarter of 2025, from $113.1 million in the same period of 2024. The revenue decrease is due to a $1.6 million decrease in political advertising revenue, a $1.5 million decrease in retransmission revenue and declines in local and national advertising revenue. Operating income for the first quarter of 2025 was down 18% to $24.4 million, from $29.6 million in the same period of 2024, due to lower revenues.

Previous wording

Revenue at the television broadcasting division was up 8% to $374.0 million in the first nine months of 2024, from $347.8 million in the same period of 2023. The revenue increase is due to a $40.8 million increase in political advertising revenue, increases from summer Olympics-related advertising at the Company’s NBC stations and an increase in digital advertising revenue, partially offset by a decline in local advertising revenue and a $6.1 million decrease in retransmission revenue. Operating income for the first nine months of 2024 was up 31% to $122.7 million, from $93.7 million in the same period of 2023, due to higher revenues and lower network fees, partially offset by increased pension expense. While per subscriber rates from cable, satellite and OTT providers have grown, overall cable and satellite subscribers are down due to cord cutting, resulting in retransmission revenue net of network fees in 2024 expected to decline compared with 2023, and this trend is expected to continue.

Current wording

While per subscriber rates from cable, satellite and OTT providers have grown, overall cable and satellite subscribers are down due to cord cutting, resulting in retransmission revenue net of network fees in 2025 expected to decline compared with 2024, and this trend is expected to continue.

Previous wording

Manu facturing revenues decreased 13% and 12% in the third quarter and first nine months of 2024, respectively. The revenue decline in the third quarter of 2024 is due to largely to lower revenues at Hoover, along with declines at Dekko, partially offset by increased revenues at Forney. The revenue decline in the first nine months of 2024 is due largely to lower revenues at Hoover, and declines at Dekko and Joyce. The revenue decline at Hoover is due largely to a decrease in overall product demand, particularly for multi-family housing. Revenues declined at Dekko due to lower product demand. Overall, Hoover results included wood gains on inventory sales in the first nine months of 2024 and 2023, with gains in the first nine months of 2024 much lower than the prior year. For the third quarter of 2024, Hoover results included modest wood gains on inventory sales compared with higher wood gains on inventory sales in the third quarter of 2023. Manufacturing operating results improved in the third quarter and first nine months of 2024 due to a $47.8 million goodwill impairment charge at Dekko recorded in the third quarter 2023. Excluding this goodwill impairment charge, manufacturing results were down in the third quarter and first nine months of 2024, due largely to significant declines at Hoover and Dekko, along with declines at Joyce and Forney.

Current wording

Manu facturing revenues decreased 4% in the first quarter of 2025 due to lower revenues at Hoover, partially offset by increased revenues at Forney, Dekko and Joyce. The revenue decline at Hoover is due largely to a decrease in overall product demand, particularly for multi-family housing. Hoover results included wood gains on inventory sales in the first quarter of 2025 and 2024. Manufacturing operating results improved in the first quarter of 2025 due largely to increases at Dekko, Forney and Hoover, partially offset by a decline at Joyce.

Previous wording

Graham Healthcare Group (GHG) provides home health and hospice services in seven states. GHG also provides nursing care and prescription services for patients receiving in-home infusion treatments through its 86.7% interest in CSI Pharmacy Holding Company, LLC (CSI), and other healthcare services. Healthcare revenues increased 34% and 30%for thethird quarter and first nine monthsof 2024, respectively, due largely to significant growth at CSI from an expansion of infusion treatment offerings and patient service areas; revenues also grew in home health and hospice services and at the other healthcare businesses. The increase in GHG operating results in the third quarter and first nine months of 2024 is due to substantially higher operating results at CSI from significant revenue growth, along with improved results at home health, partially offset by increased pension expense. In January 2022, GHC implemented a pension credit retention program offering a pension credit up to $50,000 per employee, cliff vested after three years of continuous employment for certain existing employees and new employees. Effective April 1, 2024, this program is no longer being offered to new employees.

Current wording

Graham Healthcare Group (GHG) provides home health and hospice services in seven states. GHG also provides nursing care and prescription services for patients receiving in-home infusion treatments through its 87.5% interest in CSI Pharmacy Holding Company, LLC (CSI), and other healthcare services through Clarus (provides call management SaaS-based solution for physician groups and hospitals), Impact Medical (an Allergy, Asthma and Immunology physician practice), Skin Clique (a concierge provider of aesthetics products and services) and Surpass Behavioral Health (provides therapy for autism patients). Healthcare revenues increased 36% and operating results were up substantially in thefirst quarterof 2025, largely due to significant growth at CSI from an expansion of infusion treatment offerings and patient service areas, and growth in home health and hospice services and at the other healthcare businesses; operating results also benefited from a reduction in pension expense. In January 2022, GHG implemented a pension credit retention program offering a pension credit up to $50,000 per employee, cliff vested after three years of continuous employment for certain existing employees and new employees. Effective April 1, 2024, this program is no longer being offered to new employees.

Previous wording

The Company also holds interests in four home health and hospice joint ventures managed by GHG, whose results are included in equity in earnings of affiliates in the Company’s Condensed Consolidated Statements of Operations. The Company recorded equity in earnings of $3.4 million and $1.9 million for the third quarter of 2024 and 2023, respectively, from these joint ventures. The Company recorded equity in earnings of $10.2 million and $6.9 million for the first nine months of 2024 and 2023, respectively.

Current wording

The Company also holds interests in four home health and hospice joint ventures managed by GHG, whose results are included in equity in earnings of affiliates in the Company’s Condensed Consolidated Statements of Operations. The Company recorded equity in earnings of $3.2 million and $3.4 million for the first quarter of 2025 and 2024, respectively, from these joint ventures.

Previous wording

Automotive includes eight auto motive dealerships in the Washington, DC metropolitan area and Richmond, VA: Ourisman Lexus of Rockville, Ourisman Honda of Tysons Corner, Ourisman Jeep Bethesda, Ourisman Ford of Manassas, Toyota of Woodbridge, Ourisman Chrysler-Dodge-Jeep-Ram (CDJR) of Woodbridge and Ourisman Toyota of Richmond, which was acquired on September 27, 2023 from McGeorge Toyota. The automotive group was awarded a Kia Open Point dealership in Bethesda, MD, which commenced operations at the end of December 2023. Christopher J. Ourisman, a member of the Ourisman Automotive Group family of dealerships, and his team of industry professionals operate and manage the dealerships; the Company holds a 90% stake.

Current wording

Manassas, Toyota of Woodbridge, Ourisman Chrysler-Dodge-Jeep-Ram (CDJR) of Woodbridge, Ourisman Toyota of Richmond and Ourisman Kia of Bethesda. Christopher J. Ourisman, a member of the Ourisman Automotive Group family of dealerships, and his team of industry professionals operate and manage the dealerships; the Company holds a 90% stake.

Previous wording

Revenues for the third quarter of 2024 increased 6% due largely to the Toyota of Richmond acquisition and the addition of the Kia dealership, as well as sales growth for services and parts, partially offset by a decline in new and used vehicle sales and a decline in sales of finance and insurance product offerings. Revenues for the first nine months of 2024 increased 18% due largely to the Toyota of Richmond acquisition and the addition of the Kia dealership, as well as sales growth for services and parts, partially offset by a decline in used vehicle sales and a decline in sales of finance and insurance products offerings. Operating results increased for the third quarter of 2024 due largely to earnings from the Toyota of Richmond acquisition and higher overall gross profit on services and parts, partially offset by lower overall gross margins on new vehicles and a decline in finance and insurance product sales. Operating results increased modestly for the first nine months of 2024 due largely to earnings from the Toyota of Richmond acquisition and higher overall gross profit on services and parts, partially offset by lower overall gross margins on new and used vehicles and a decline in finance and insurance product sales.

Current wording

Revenues for the first quarter of 2025 decreased 8% due largely to declines in new and used vehicle sales and a decline in sales of finance and insurance product offerings, partially offset by sales growth for services and parts. Operating results decreased for the first quarter of 2025 due largely to lower overall sales and gross margins on new vehicles, a decline in finance and insurance product sales, and lower overall gross profit on used vehicles; partially offset by higher overall gross profit on services and parts.

Previous wording

Overall, revenue from other businesses declined 4% and 6% in the third quarter and first nine months of 2024, respectively. Retail revenue declined in the first nine months of 2024 largely due to lower revenue at Society6, partially offset by revenue growth at Saatchi Art and Framebridge. Media revenue declined in the first nine months of 2024 due to lower revenue at WGB and Code3, partially offset by revenue growth at Slate, Foreign Policy and City Cast. Specialty revenue increased in the first nine months of 2024 due to revenue growth at Clyde’s Restaurant Group (CRG), Decile and Supporting Cast. Excluding the former Leaf businesses, revenue from other businesses grew in the third quarter and first nine months of 2024.

Current wording

Overall, revenue from other businesses increased 2% in the first quarter of 2025. Specialty revenue increased due to revenue growth at Clyde’s Restaurant Group (CRG), Decile and Supporting Cast. Retail revenue increased slightly due to revenue growth at Framebridge and Saatchi Art, offset by lower revenue at Society6. Media revenue declined due to lower revenue at Slate, World of Good Brands (WGB) and Code3, partially offset by revenue growth at Foreign Policy and City Cast.

Previous wording

CRG owns and operates 13 restaurants and entertainment venues in the Washington, DC metropolitan area, including Old Ebbitt Grill and The Hamilton. In July 2024, CRG opened Rye Street Tavern, a new restaurant in Baltimore, MD. Revenue increased in the third quarter and first nine months of 2024 due to the new restaurant opening and modest price increases. Operating results declined in the third quarter and first nine months of 2024. Excluding pre-opening expenses incurred for new restaurants, operating results improved modestly for the third quarter and first nine months of 2024. CRG reported an operating loss in each of the third quarters of 2024 and 2023, while CRG reported an operating profit in each of the first nine months of 2024 and 2023.

Current wording

CRG owns and operates 14 restaurants and entertainment venues in the Washington, DC metropolitan area, including Old Ebbitt Grill and The Hamilton. In July 2024, CRG opened Rye Street Tavern, a new restaurant in Baltimore, MD. In November 2024, CRG opened Cordelia Fishbar, a new restaurant in Washington, D.C. Revenue increased in the first quarter of 2025 due to the new restaurant openings and modest price increases. CRG reported an operating profit in each of the first quarters of 2025 and 2024, with improved results in the first quarter of 2025.

Previous wording

CRG plans to open new restaurants in Washington, DC and Reston, VA in late 2024 and late 2025, respectively.

Current wording

CRG plans to open a new restaurant in Reston, VA in 2026.

Previous wording

Framebridge is a custom framing service company, headquartered in Washington, DC, with 26 retail locations, and two manufacturing facilities in Kentucky and Virginia. In the third quarter of 2024, Framebridge opened three new retail stores. Framebridge plans to open six additional retail stores in the fourth quarter of 2024 and continues to actively explore other opportunities for further store expansion.

Current wording

Framebridge is a custom framing service company, headquartered in Washington, DC, with 35 retail locations, and two manufacturing facilities in Kentucky and Virginia. In addition, Framebridge is also in the process of opening an additional manufacturing facility in Nevada later in the year. In the first quarter of 2025, Framebridge opened three new retail stores. Framebridge plans to open additional stores in 2025, including an expansion into California, and continues to actively explore other opportunities for further store expansion.

Previous wording

Revenues increased in the third quarter and first nine months of 2024 due to an increase in retail revenue from same-store sales growth and operating additional retail stores compared to the same periods in 2023. Framebridge is an investment stage business and reported significant operating losses in the first nine months of 2024 and 2023. Excluding increased pension expense, operating losses at Framebridge for the first nine months of 2024 were similar to the prior year.

Current wording

Revenues increased in the first quarter of 2025 due to an increase in retail revenue from same-store sales growth and operating additional retail stores compared to the same period in 2024, as well as higher online revenues. Framebridge is an investment stage business and reported significant operating losses in the first quartersof 2025 and 2024.

Previous wording

Other businesses also include Code3, a performance marketing agency focused on driving performance for brands though three core elements of digital success: media, creative and commerce; Slate and Foreign Policy, which publish online and print magazines and websites; and three investment stage businesses, Decile, City Cast and Supporting Cast. Slate, Supporting Cast, City Cast, Foreign Policy and Decile reported revenue growth in the first nine months of 2024, while Code3 reported a revenue decline. Losses from City Cast, Decile, Code3, Supporting Cast and Foreign Policy in the first nine months of 2024 adversely affected operating results, while Slate reported an operating profit during this period.

Current wording

Other businesses also include Code3, a performance marketing agency focused on driving performance for brands though three core elements of digital success: media, creative and commerce; Slate and Foreign Policy, which publish online and print magazines and websites; Saatchi Art and Society6, which offer art and design; WGB, an owner and operator of websites; and three investment stage businesses, Decile, City Cast and Supporting Cast. Foreign Policy, Saatchi Art, City Cast, Supporting Cast and Decile reported revenue growth in the first quarter of 2025, while Society6, WGB, Slate and Code3 reported revenue declines. Losses from Society6, WGB, City Cast, Saatchi Art, Slate, Decile, Code3 and Supporting Cast in the first quarter of 2025 adversely affected operating results, while Foreign Policy reported an operating profit during this period.

Previous wording

Corporate office includes the expenses of the Company’s corporate office and certain continuing obligations related to prior business dispositions. Corporate office expenses in the first nine months of 2023 benefited from a $4.2 million net credit related to a fair value change in contingent consideration from a prior acquisition.

Current wording

Corporate office includes the expenses of the Company’s corporate office and certain continuing obligations related to prior business dispositions.

Previous wording

At September 30, 2024, the Company held an approximate 18% interest in Intersection Holdings, LLC (Intersection), a company that provides digital marketing and advertising services and products for cities, transit systems, airports, and other public and private spaces; and a 41.4% interest on a fully diluted basis in Realm. The Company also holds interests in several other affiliates, including a number of home health and hospice joint ventures managed by GHG and two joint ventures managed by Kaplan. Overall, the Company recorded equity in losses of affiliates of $13.4 million for the third quarter of 2024, compared to $0.8 million for the third quarter of 2023. These amounts include $2.3 million and $2.8 million in net losses for the third quarter of 2024 and 2023, respectively, from affiliates whose operations are not managed by the Company. The 2024 amount also includes a $14.4 million impairment loss on the Company’s investment in N2K Networks.

Current wording

At March 31, 2025, the Company held an approximate 18% interest in Intersection Holdings, LLC (Intersection), a company that provides digital marketing and advertising services and products for cities, transit systems, airports, and other public and private spaces; and a 41.4% interest on a fully diluted basis in Realm. The Company also holds interests in several other affiliates, including a number of home health and hospice joint ventures managed by GHG and two joint ventures managed by Kaplan. Overall, the Company recorded equity in losses of affiliates of $8.4 million for the first quarter of 2025, compared to earnings of $2.3 million for the first quarter of 2024. These amounts include $11.9 million and $1.5 million in net losses for the first quarter of 2025 and 2024, respectively, from affiliates whose operations are not managed by the Company.

Previous wording

The Company recorded interest expenseof $9.7 million and$85.1 million in the third quarter and first nine months of 2024, respectively, to adjust the fair value of the mandatorily redeemable noncontrolling interest at GHG. The significant adjustment recorded in the first nine months of 2024 is largely related to a substantial increase in the estimated fair value of CSI. The Company recorded interest expense of $1.1 million and $1.4 million in the third quarter and first nine months of 2023, respectively, to adjust the fair value of the mandatorily redeemable noncontrolling interest at GHG.

Current wording

The Company incurred net interest expense of$79.8 million for the first quarter of 2025, compared to $17.2 million for the first quarter of 2024. The Company recorded interest expenseof $66.4 million and $1.9 million in the first quarterof 2025 and 2024, respectively, to adjust the fair value of the mandatorily redeemable noncontrolling interest at GHG. The significant adjustment recorded in the first quarter of 2025 is largely related to a substantial increase in the estimated fair value of CSI. On February 25, 2025, the Company and a group of minority shareholders entered into an agreement to settle a significant portion of the mandatorily redeemable noncontrolling interest for a total of $205 million, which consisted of approximately $186.25 million in cash and $18.75 million in Graham Holdings Company Class B common stock.

Previous wording

Excluding these adjustments, the increase in net interest expense relates primarily to higher debt balances, higher interest rates on the Company’s variable debt, and increased floor plan interest expense.

Current wording

Excluding these adjustments, the decrease in net interest expense relates primarily to lower interest rates on the Company’s variable debt.

Previous wording

At September 30, 2024, the Company had $765.2 million in borrowings outstanding at an average interest rate of 6.2%, and cash, marketable equity securities and other investments of $1,114.0 million. At September 30, 2024, the Company had $66.9 million outstanding on its $300 million revolving credit facility.

Current wording

At March 31, 2025, the Company had $864.6 million in borrowings outstanding at an average interest rate of 6.0%, and cash, marketable equity securities and other investments of $1,114.7 million. At March 31, 2025, the Company had $184.7 million outstanding on its $300 million revolving credit facility.

Previous wording

The Company recorded net non-operating pension and postretirement benefit income of$38.3 million and$105.4 million for the third quarter and first nine months of 2024, respectively, compared to $35.7 million and $97.3 million for the third quarter and first nine months of 2023, respectively.

Current wording

The Company recorded net non-operating pension and postretirement benefit income of$34.6 million for the first quarter of 2025, compared to $42.4 million for the first quarter of 2024.

Previous wording

The Company recorded total other non-opera ting expenses, net, of$0.5 million for the third quarter of 2024, compared to income of $3.6 million for the third quarter of 2023. The 2024 amounts included $4.6 million in foreign currency losses; partially offset by a gain of $3.8 million on the sale of certain businesses and websites, and other items. The 2023 amounts included $1.7 million in foreign currency gains; $1.1 million in gains related to the sale of businesses and contingent consideration; a $0.1 million gain on sale of a cost method investment, and other items.

Current wording

The Company recorded total other non-opera ting expenses, net, of$4.1 million for the first quarter of 2025, compared to income of $1.6 million for the first quarter of 2024. The 2025 amounts included $4.4 million in foreign currency losses; partially offset by other items. The 2024 amounts included $0.9 million in gains related to the sale of businesses and contingent considerations; $0.6 million in foreign currency gains, and other items; partially offset by a $0.4 million impairment on a cost method investment.

Previous wording

The Company’s effective tax rate for the first nine months of 2024 and 2023 was 32.2% and 31.1%, respectively. The Company’s effective tax rate for the first nine months of 2024 is based on the estimated full year 2024 effective tax rate, which includes the adverse impact of the permanent differences related to the interest expense recorded to adjust the fair value of the mandatorily redeemable noncontrolling interest at GHG and goodwill and intangible asset impairment charges.

Current wording

The Company’s effective tax rate for the first three months of 2025 and 2024 was 23.5% and 25.8%, respectively.

Previous wording

The calculation of diluted earnings(loss)per share for the third quarter and first nine months of 2024 was based on 4,384,123 and 4,422,816 weighted average shares outstanding, respectively, compared to 4,601,521 and 4,700,304, respectively, for the third quarter and first nine monthsof 2023. At September 30, 2024, there were 4,347,533 shares outstanding. On September 12, 2024, the Board of Directors authorized the Company to acquire up to 500,000 shares of its Class B common stock; the Company has remaining authorization for 486,132 shares as of September 30, 2024.

Current wording

The calculation of diluted earnings per share for the first quarter of 2025 was based on 4,358,328 weighted average shares outstanding, compared to 4,456,825 for the first quarterof 2024. At March 31, 2025, there were 4,360,207 shares outstanding. On September 12, 2024, the Board of Directors authorized the Company to acquire up to 500,000 shares of its Class B common stock; the Company has remaining authorization for 462,482 shares as of March 31, 2025.

Previous wording

Cash generated by operations is the Company’s primary source of liquidity. The Company maintains investments in a portfolio of marketable equity securities, which is considered when assessing the Company’s sources of liquidity. An additional source of liquidity includes the undrawn portion of the Company’s $300 million revolving credit facility, amounting to $233.1 million at September 30, 2024 and the undrawn $50.0 million delayed draw term loan at the automotive subsidiary.

Current wording

Cash generated by operations is the Company’s primary source of liquidity. The Company maintains investments in a portfolio of marketable equity securities, which is considered when assessing the Company’s sources of liquidity. An additional source of liquidity includes the undrawn portion of the Company’s $300 million revolving credit facility, amounting to $115.3 million at March 31, 2025 and the undrawn $50.0 million delayed draw term loan at the automotive subsidiary.

Previous wording

During the first nine months of 2024, the Company’s cash and cash equivalents increased by $74.5 million, due to cash generated from operations, the net proceeds from the sale and purchase of marketable equity securities and net proceeds from the vehicle floor plan payable, which was offset by share repurchases, repayment of borrowings, capital expenditures, and dividend payments. In the first nine months of 2024, the Company’s borrowings decreased by $46.6 million, primarily due to repayments under the revolving credit facility, term loan and commercial notes at the automotive subsidiary.

Current wording

During the first three months of 2025, the Company’s cash and cash equivalents decreased by $104.2 million, due to thesettlement of a significant portion of the mandatorily redeemable noncontrolling interest, capital expenditures, purchase of marketable equity securities, share repurchases, dividend payments, and net repayments of the vehicle floor plan payable, which was offset by cash generated from operations and additional borrowings. In the first three months of 2025, the Company’s borrowings increased by $116.4 million, primarily due to net borrowings under the revolving credit facility, partially offset by repayments under the term loan and commercial notes at the automotive subsidiary.

Previous wording

As of September 30, 2024 and December 31, 2023, the Company had money market investments of $95.5 million and $5.6 million, that are included in cash and cash equivalents. At September 30, 2024, the Company held approximately $96 million in cash and cash equivalents in businesses domiciled outside the U.S., of which approximately $8 million is not available for immediate use in operations or for distribution. Additionally, Kaplan’s business operations outside the U.S. retain cash balances to support ongoing working capital requirements, capital expenditures, and regulatory requirements. As a result, the Company considers a significant portion of the cash and cash equivalents balance held outside the U.S. as not readily available for use in U.S. operations.

Current wording

As of March 31, 2025 and December 31, 2024, the Company had money market investments of $6.2 million and $3.9 million, that are included in cash and cash equivalents. At March 31, 2025, the Company held approximately $92 million in cash and cash equivalents in businesses domiciled outside the U.S., of which approximately $8 million is not available for immediate use in operations or for distribution. Additionally, Kaplan’s business operations outside the U.S. retain cash balances to support ongoing working capital requirements, capital expenditures, and regulatory requirements. As a result, the Company considers a significant portion of the cash and cash equivalents balance held outside the U.S. as not readily available for use in U.S. operations.

Previous wording

At September 30, 2024, the fair value of the Company’s investments in marketable equity securities was $825.4 million, which includes investments in the common stock of four publicly traded companies. During the first nine months of 2024, the Company purchased $5.0 million of marketable equity securities and sold marketable equity securities that generated proceeds of $23.5 million. At September 30, 2024, the net unrealized gain related to the Company’s investments totaled $598.3 million.

Current wording

At March 31, 2025, the fair value of the Company’s investments in marketable equity securities was $901.1 million, which includes investments in the common stock of four publicly traded companies. During the first three months of 2025, the Company purchased $4.8 million of marketable equity securities. There were no sales of marketable equity securities during the first three months of 2025. At March 31, 2025, the net unrealized gain related to the Company’s investments totaled $669.1 million.

Previous wording

The Company had working capital of $752.8 million and $619.6 million at September 30, 2024 and December 31, 2023, respectively. The Company maintains working capital levels consistent with its underlying business requirements and consistently generates cash from operations in excess of required interest or principal payments.

Current wording

The Company had working capital of $777.0 million and $898.8 million at March 31, 2025 and December 31, 2024, respectively. The Company maintains working capital levels consistent with its underlying business requirements and consistently generates cash from operations in excess of required interest or principal payments.

Previous wording

At September 30, 2024 and December 31, 2023, the Company had borrowings outstanding of $765.2 million and $811.8 million, respectively. The Company’s borrowings at September 30, 2024 were mostly from $400.0 million of 5.75% unsecured notes due June 1, 2026, $66.9 million in outstanding borrowings under the Company’s revolving credit facility, a term loan of $141.9 million, and real estate and capital term loans of $130.1 million at the automotive subsidiary. The Company’s borrowings at December 31, 2023 were mostly from $400.0 million of 5.75% unsecured notes due June 1, 2026, $97.9 million in outstanding borrowings under the Company’s revolving credit facility, a term loan of $147.5 million, and real estate and capital term loans of $137.6 million at the automotive subsidiary. The interest on the $400.0 million of 5.75% unsecured notes is payable semiannually on June 1 and December 1.

Current wording

At March 31, 2025 and December 31, 2024, the Company had borrowings outstanding of $864.6 million and $748.2 million, respectively. The Company’s borrowings at March 31, 2025 were mostly from $400.0 million of 5.75% unsecured notes due June 1, 2026, $184.7 million in outstanding borrowings under the Company’s revolving credit facility, a term loan of $138.3 million, and real estate and capital term loans of $125.0 million at the automotive subsidiary. The Company’s borrowings at December 31, 2024 were mostly from $400.0 million of 5.75% unsecured notes due June 1, 2026, $62.8 million in outstanding borrowings under the Company’s revolving credit facility, a term loan of $140.1 million, and real estate and capital term loans of $127.6 million at the automotive subsidiary. The interest on the $400.0 million of 5.75% unsecured notes is payable semiannually on June 1 and December 1.

Previous wording

During the nine months ended September 30, 2024 and 2023, the Company had average borrowings outstanding of approximately $819.6 million and $737.1 million, respectively, at average annual interest rates of approximately 6.4% and 6.0%, respectively. During the nine months ended September 30, 2024 and 2023, the Company incurred net interest expense of $130.0 million and $33.1 million, respectively. Included in the interest expense for the nine months ended September 30, 2024 and 2023 is $85.1 million and $1.4 million, respectively, to adjust the fair value of the mandatorily redeemable noncontrolling interest (see Notes 7 and 8).

Current wording

During the three months ended March 31, 2025 and 2024, the Company had average borrowings outstanding of approximately $789.1 million and $810.7 million, respectively, at average annual interest rates of approximately 6.0% and 6.4%, respectively. During the three months ended March 31, 2025 and 2024, the Company incurred net interest expense of $79.8 million and $17.2 million, respectively. Included in the interest expense for the three months ended March 31, 2025 and 2024 is $66.4 million and $1.9 million, respectively, to adjust the fair value of the mandatorily redeemable noncontrolling interest (see Notes 7 and 8).

Previous wording

The Company expects to fund its estimated capital needs primarily through existing cash balances and internally generated funds, and, as needed, from borrowings under its revolving credit facility. As of September 30, 2024, the Company had $66.9 million outstanding under the $300 million revolving credit facility. In management’s opinion, the Company will have sufficient financial resources to meet its business requirements in the next 12 months, including working capital requirements, capital expenditures, interest payments, potential acquisitions and strategic investments, dividends and stock repurchases.

Current wording

The Company expects to fund its estimated capital needs primarily through existing cash balances and internally generated funds, and, as needed, from borrowings under its revolving credit facility. As of March 31, 2025, the Company had $184.7 million outstanding under the $300 million revolving credit facility. In management’s opinion, the Company will have sufficient financial resources to meet its business requirements in the next 12 months, including working capital requirements, capital expenditures, interest payments, potential acquisitions and strategic investments, dividends and stock repurchases.

Previous wording

For the first nine months of 2024 compared to the first nine months of 2023, the increase in net cash provided by operating activities is primarily driven by the changes in operating assets and liabilities, partially offset by lower net income, net of non-cash adjustments. Changes in operating assets and liabilities were driven by a significant increase in the value of the mandatorily redeemable noncontrolling interest, decreases in vendor payments and purchases of inventory.

Current wording

For the first three months of 2025 compared to the first three months of 2024, the increase in net cash provided by operating activities is primarily driven by the changes in operating assets and liabilities, partially offset by lower net income, net of non-cash adjustments. Changes in operating assets and liabilities were driven by lower purchases of inventory and a significant increase in the interest expense related to the mandatorily redeemable noncontrolling interest, partially offset by increases in vendor payments.