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United States Securities and Exchange Commission Washington, Dc 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 2, 2017 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 1-6714 53-0182885 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation) File Number) Identification No.) 1300 North 17th Street, Arlington, Virginia 22209 (Address of principal executive offices) (Zip Code) (703) 345-6300 (Registrant’s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Item 2.02 Results of Operations and Financial Condition. On August 2, 2017, Graham Holdings Company issued a press release announcing the Company’s earnings for the second quarter ended June 30, 2017. A copy of this press release is furnished with this report as an exhibit to this Form 8-K. Item 9.01 Financial Statements and Exhibits. Exhibit 99.1 Graham Holdings Company Earnings Release Dated August 2, 2017. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Graham Holdings Company (Registrant) Date: August 2, 2017 /s/ Wallace R. Cooney Wallace R. Cooney, Senior Vice President-Finance (Principal Financial Officer) 3 Exhibit Index Exhibit 99.1 Graham Holdings Company Earnings Release dated August 2, 2017. 4 Exhibit 99.1 Contact: Wallace R. Cooney For Immediate Release (703) 345-6470 August 2, 2017 GRAHAM HOLDINGS COMPANY REPORTS SECOND QUARTER EARNINGS ARLINGTON, VA – Graham Holdings Company (NYSE: GHC) today reported income attributable to common shares of $42.0 million ($7.46 per share) for the second quarter of 2017, compared to $60.8 million ($10.76 per share) for the second quarter of 2016. The results for the second quarter of 2017 and 2016 were affected by a number of items as described in the following paragraphs. Excluding these items, income attributable to common shares was $45.6 million ($8.10 per share) for the second quarter of 2017, compared to $45.0 million ($7.97 per share) for the second quarter of 2016. (Refer to the Non-GAAP Financial Information schedule at the end of this release for additional details.) Items included in the Company’s net income for the second quarter of 2017: • a $9.2 million goodwill and other long-lived asset impairment charge in other businesses (after-tax impact of $5.8 million, or $1.03 per share); and • $3.5 million in non-operating foreign currency gains (after-tax impact of $2.2 million, or $0.39 per share). Items included in the Company’s net income for the second quarter of 2016: • a $38.6 million non-operating gain from the sales of land and marketable equity securities (after-tax impact of $23.9 million or $4.23 per share); • a $3.2 million non-operating gain arising from the formation of a joint venture (after-tax impact of $1.7 million, or $0.29 per share); • $24.1 million in non-operating foreign currency losses (after-tax impact of $15.4 million, or $2.73 per share); and • a favorable $5.6 million out of period deferred tax adjustment related to the Kaplan Higher Education (KHE) goodwill impairment recorded in the third quarter of 2015 ($1.00 per share). Revenue for the second quarter of 2017 was $676.1 million, up 7% from $628.9 million in the second quarter of 2016. Revenues increased at the television broadcasting division and in other businesses, offset by a decline at the education division. The Company reported operating income of $68.4 million for the second quarter of 2017, compared to $74.1 million for the second quarter of 2016. The operating income decline is driven by lower earnings at the television broadcasting division and in other businesses. On April 27, 2017, certain Kaplan subsidiaries entered into a Contribution and Transfer Agreement (Transfer Agreement) to contribute Kaplan University (KU), its institutional assets and operations to a new, nonprofit, public-benefit corporation (New University) affiliated with Purdue University (Purdue) in exchange for a Transition and Operations Support Agreement (TOSA) to provide key non-academic operations support to New University for an initial term of 30 years with a buy-out option after six years. The transfer does not include any of the assets of Kaplan University School of Professional and Continuing Education (KU-PACE), which provides professional training and exam preparation for professional certifications and licensures, nor does it include the transfer of other Kaplan businesses such as Kaplan Test Preparation and Kaplan International. Consummation of the transactions contemplated by the Transfer Agreement is subject to various closing conditions, including, among others, regulatory approvals from the U.S. Department of Education, the Indiana Commission for Higher Education and HLC, which is the regional accreditor of both Purdue and KU, and certain other state educational agencies and accreditors of programs. Kaplan is unable to predict with certainty when and if such approvals will be obtained; however, all approvals may not be received until the first quarter of 2018. If the transaction is not consummated by April 30, 2018, either party may terminate the Transfer Agreement. For the first six months of 2017, the company reported income attributable to common shares of $63.1 million ($11.21 per share), compared to $98.5 million ($17.33 per share) for the first six months of 2016. The results for the first six months of 2017 and 2016 were affected by a number of items as described in the following paragraphs. Excluding these items, income attributable to common shares was $59.7 million ($10.60 per share) for the first six -more- 1 months of 2017, compared to $73.2 million ($12.87 per share) for the first six months of 2016. (Refer to the Non-GAAP Financial Information schedule at the end of this release for additional details.) Items included in the Company’s net income for the first six months of 2017: • a $9.2 million goodwill and other long-lived asset impairment charge in other businesses (after-tax impact of $5.8 million, or $1.03 per share); • $5.2 million in non-operating foreign currency gains (after-tax impact of $3.3 million, or $0.58 per share); and • $5.9 million in income tax benefits related to stock compensation ($1.06 per share). Items included in the Company’s net income for the first six months of 2016: • a $40.3 million non-operating gain from the sales of land and marketable equity securities (after-tax impact of $25.0 million, or $4.42 per share); • a $22.2 million non-operating gain arising from the sale of a business and the formation of a joint venture (after-tax impact of $13.6 million, or $2.37 per share); • $29.5 million in non-operating foreign currency losses (after-tax impact of $18.9 million, or $3.33 per share); and • a favorable $5.6 million out of period deferred tax adjustment related to the KHE goodwill impairment recorded in the third quarter of 2015 ($1.00 per share). Revenue for the first six months of 2017 was $1,258.8 million, up 2% from $1,230.7 million in the first six months of 2016. Revenues increased at the television broadcasting division and in other businesses, offset by a decline at the education division. The Company reported operating income of $97.4 million for the first six months of 2017, compared to $126.0 million for first six months of 2016. Operating results declined at the education and television broadcasting divisions and in other businesses. Division Results Education Education division revenue totaled $386.5 million for the second quarter of 2017, down 8% from revenue of $419.2 million for the same period of 2016. Kaplan reported operating income of $32.9 million for each of the second quarters of 2017 and 2016. For the first six months of 2017, education division revenue totaled $759.4 million, down 7% from revenue of $820.3 million for the same period of 2016. Kaplan reported operating income of $42.0 million for the first six months of 2017, compared to $47.4 million for the first six months of 2016. A summary of Kaplan’s operating results is as follows: Three Months Ended Six Months Ended June 30 June 30 (in thousands) 2017 2016 % Change 2017 2016 % Change Revenue Higher education $ 139,204 $ 157,980 (12) $ 283,514 $ 323,529 (12) Test preparation 75,730 79,349 (5) 140,298 145,811 (4) Kaplan international 171,747 182,325
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