|
Delaware
|
|
53-0182885
|
(State or other jurisdiction of incorporation
or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
1150 15th St., N.W., Washington, D.C.
|
|
20071
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Class B Common Stock, par value
$1.00 per share
|
|
New York Stock Exchange
|
Large accelerated filer
x
|
|
Accelerated filer
¨
|
|
Non-accelerated filer
¨
|
|
Smaller reporting company
¨
|
|
Item 1.
|
|
Business
|
|
|
|
Education
|
|
|
|
Cable Operations
|
|
|
|
Television Broadcasting
|
|
|
|
Other Activities
|
|
|
|
Competition
|
|
|
|
Executive Officers
|
|
|
|
Employees
|
|
|
|
Forward-Looking Statements
|
|
|
|
Available Information
|
|
Item 1A.
|
|
Risk Factors
|
|
Item 1B.
|
|
Unresolved Staff Comments
|
|
Item 2.
|
|
Properties
|
|
Item 3.
|
|
Legal Proceedings
|
|
Item 4.
|
|
Mine Safety Disclosures
|
|
Item 5.
|
|
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
Item 6.
|
|
Selected Financial Data
|
|
Item 7.
|
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Item 7A.
|
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Item 8.
|
|
Financial Statements and Supplementary Data
|
|
Item 9.
|
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
|
Item 9A.
|
|
Controls and Procedures
|
|
Item 9B.
|
|
Other Information
|
|
Item 10.
|
|
Directors, Executive Officers and Corporate Governance
|
|
Item 11.
|
|
Executive Compensation
|
|
Item 12.
|
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
Item 13.
|
|
Certain Relationships and Related Transactions and Director Independence
|
|
Item 14.
|
|
Principal Accounting Fees and Services
|
|
Item 15.
|
|
Exhibits, Financial Statement Schedules
|
|
SIGNATURES
|
|||
INDEX TO FINANCIAL INFORMATION
|
|||
Management’s Discussion and Analysis of Results of Operations and Financial Condition (Unaudited)
|
|||
Financial Statements:
|
|
||
Management’s Report on Internal Control Over Financial Reporting
|
|||
Report of Independent Registered Public Accounting Firm
|
|||
Consolidated Statements of Operations for the Three Years Ended December 31, 2013
|
|||
Consolidated Statements of Comprehensive Income for the Three Years Ended December 31, 2013
|
|||
Consolidated Balance Sheets at December 31, 2013 and 2012
|
|||
Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2013
|
|||
Consolidated Statements of Changes in Common Stockholders’ Equity for the Three Years Ended December 31, 2013
|
|||
Notes to Consolidated Financial Statements
|
|||
Five-Year Summary of Selected Historical Financial Data (Unaudited)
|
|||
INDEX TO EXHIBITS
|
|
Year Ended December 31
|
||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Kaplan Higher Education
|
$
|
1,080,908
|
|
|
$
|
1,149,407
|
|
|
$
|
1,399,583
|
|
Kaplan Test Preparation
|
293,201
|
|
|
284,252
|
|
|
303,093
|
|
|||
Kaplan International
|
797,362
|
|
|
753,790
|
|
|
690,226
|
|
|||
Kaplan Corporate and Intersegment Eliminations
|
6,037
|
|
|
9,047
|
|
|
11,557
|
|
|||
Total Kaplan Revenue
|
$
|
2,177,508
|
|
|
$
|
2,196,496
|
|
|
$
|
2,404,459
|
|
Certificate
|
Associate’s
|
Bachelor’s
|
Master’s
|
• Criminal Justice
• Health Sciences
• Information Systems and Technology
• Nursing
|
• Arts and Sciences
• Business Management
• Criminal Justice
• Fire Safety and Emergency Management
• Health Sciences
• Information Systems and Technology
• Legal and Paralegal Studies
• Nursing
• Political Science and Public and Environmental Policy
|
• Arts and Sciences
• Business Management
• Criminal Justice
• Fire Safety and Emergency Management
• Health Sciences
• Information Systems and Technology
• Legal and Paralegal Studies
• Nursing
• Political Science and Public
and Environmental Policy
|
• Arts and Sciences
• Business Management
• Criminal Justice
• Health Sciences
• Higher Education Studies
• Information Systems and Technology
• Legal and Paralegal Studies
• Nursing
• Teacher Education
|
•
|
State authorization for programs offered through distance education or correspondence education;
|
•
|
Cash management of funds provided under the Title IV Federal student aid programs, including the use of debit cards and the handling of Title IV credit balances;
|
•
|
State authorization for foreign locations of institutions located in a State;
|
•
|
Clock to credit hour conversion;
|
•
|
The definition of “adverse credit” for borrowers in the Federal Direct PLUS Loan Program; and
|
•
|
The application of the repeat coursework provisions to graduate and undergraduate programs.
|
•
|
Comply with all applicable Title IV program requirements;
|
•
|
Have an adequate number of qualified personnel to administer Title IV programs;
|
•
|
Have acceptable standards for measuring the satisfactory academic progress of its students;
|
•
|
Have procedures in place for awarding, disbursing and safeguarding Title IV funds and for maintaining required records;
|
•
|
Administer Title IV programs with adequate checks and balances in its system of internal control over financial reporting;
|
•
|
Not be, and not have any principal or affiliate who is, debarred or suspended from U.S. Federal contracting or engaging in activity that is cause for debarment or suspension;
|
•
|
Provide financial aid counseling to its students;
|
•
|
Refer to the ED’s Office of the Inspector General any credible information indicating that any student, parent, employee, third-party servicer or other agent of the institution has engaged in any fraud or other illegal conduct involving Title IV programs;
|
•
|
Submit in a timely way all required reports and financial statements; and
|
•
|
Not otherwise appear to lack administrative capability.
|
Station Location and
Year Commercial
Operation Commenced
|
|
National
Market
Ranking (a)
|
|
Primary
Network
Affiliation
|
|
Expiration
Date of FCC
License (b)
|
|
Expiration Date
of Network
Agreement
|
|
Total Commercial
Stations
in DMA (c)
|
KPRC, Houston, TX, 1949
|
|
10th
|
|
NBC
|
|
Aug. 1, 2014
|
|
Dec. 31, 2016
|
|
14
|
|
|
|
|
|
|
|
|
|
|
|
WDIV, Detroit, MI, 1947
|
|
11th
|
|
NBC
|
|
Oct. 1, 2013
|
|
Dec. 31, 2016
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
WPLG, Miami, FL, 1961
|
|
16th
|
|
ABC
|
|
Feb. 1, 2021
|
|
Dec. 31, 2015
|
|
13
|
|
|
|
|
|
|
|
|
|
|
|
WKMG, Orlando, FL, 1954
|
|
18th
|
|
CBS
|
|
Feb. 1, 2021
|
|
Apr. 6, 2015
|
|
13
|
|
|
|
|
|
|
|
|
|
|
|
KSAT, San Antonio, TX, 1957
|
|
36th
|
|
ABC
|
|
Aug. 1, 2014
|
|
Dec. 31, 2015
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
WJXT, Jacksonville, FL, 1947
|
|
48th
|
|
None
|
|
Feb. 1, 2021
|
|
—
|
|
7
|
•
|
Failure to Comply With Statutory and Regulatory Requirements Could Result in Loss of Access to U.S. Federal Student Loans and Grants Under Title IV, a Requirement to Pay Fines or Monetary Liabilities or Other Sanctions
|
•
|
Program Reviews, Audits, Investigations and Other Reviews of KHE Schools Could Result in Findings of Failure to Comply With Statutory and Regulatory Requirements
|
•
|
Reductions in the Amount of Funds Available to Students, Including Under Title IV Programs, in KHE Schools, Changes in the Terms on Which Such Funds Are Made Available or Loss or Limitation of Eligibility to Receive Such Funds, Could Have a Material Adverse Effect on Kaplan’s Business and Operations
|
•
|
Regulatory Changes Could Have a Material Adverse Effect on Kaplan’s Business and Operations
|
•
|
Changes To The Regulations Regarding Incentive Compensation Make It Difficult for Kaplan to Attract Students and Retain Qualified Personnel and Adds Compliance Risk
|
•
|
Potential ED Rules Regarding Gainful Employment Could Have a Material Adverse Effect on Kaplan’s Business and Operations
|
•
|
Congressional Examination of For-Profit Education Could Lead to Legislation or Other Governmental Action That May Materially and Adversely Affect Kaplan’s Business and Operations
|
•
|
The Kaplan Commitment Has Materially Impacted Operating Results and Is Expected to Continue to Do So
|
•
|
Student Loan Defaults Could Result in Loss of Eligibility to Participate in Title IV Programs
|
•
|
Title IV Revenues in Excess of U.S. Federally-Set Percentage Could Lead to Loss of Eligibility to Participate in Title IV Programs
|
•
|
Failure to Maintain Institutional Accreditation Could Lead to Loss of Ability to Participate in Title IV Programs
|
•
|
Failure to Maintain Programmatic Accreditation Could Lead to Loss of Ability to Provide Certain Education Programs and Failure to Obtain Programmatic Accreditation May Lead to Declines in Enrollments in Unaccredited Programs
|
•
|
Failure to Maintain State Authorizations Could Cause Loss of Ability to Operate and to Participate in Title IV Programs in Some States
|
•
|
Failure to Correctly Calculate or Timely Return Title IV Funds for Students Who Withdraw Prior to Completing Programs Could Result in a Requirement to Post a Letter of Credit or Other Sanctions
|
•
|
Failure to Demonstrate Financial Responsibility Could Result in a Requirement to Submit Letters of Credit to the ED, Loss of Eligibility to Participate in Title IV Programs or Other Sanctions
|
•
|
Failure to Demonstrate Administrative Capability Could Result in Loss of Eligibility to Participate in Title IV Programs or Other Sanctions
|
•
|
Failure to Obtain Regulatory Approval of Transactions Involving a Change of Control May Result in Loss of Ability to Operate Schools or to Participate in U.S. Federal Student Financial Aid Programs
|
•
|
Actions of Other Postsecondary Education Institutions and Related Media Coverage May Negatively Influence the Regulatory Environment and Kaplan’s Reputation
|
•
|
Changes in the Extent to Which Standardized Tests Are Used in the Admissions Process by Colleges or Graduate Schools Could Reduce Demand for KTP Offerings
|
•
|
Changes in the Extent to Which Licensing and Proficiency Examinations Are Used to Qualify Individuals to Pursue Certain Careers Could Reduce Demand for Kaplan Offerings
|
•
|
System Disruptions and Security Threats to the Company’s Technology Infrastructure Could Have a Material Adverse Effect on Its Businesses
|
•
|
Failure to Successfully Assimilate Acquired Businesses Could Negatively Affect Kaplan’s Business
|
•
|
Difficulties of Managing Foreign Operations Could Negatively Affect Kaplan’s Business
|
•
|
Changes in International Regulatory and Physical Environments Could Negatively Affect International Student Enrollments
|
•
|
Failure to Comply With Regulations Applicable to International Operations Could Negatively Impact Kaplan’s Business
|
•
|
Changing Perceptions About the Effectiveness of Television Broadcasting in Delivering Advertising
|
•
|
Increased Competition Resulting From Technological Innovations in News, Information and Video Programming Distribution Systems
|
•
|
Changes in the Nature and Extent of Government Regulations of Television Broadcasting, Cable and VoIP Services
|
•
|
Potential Liability for Intellectual Property Infringement Could Adversely Affect the Company’s Businesses
|
•
|
Failure to Comply With Privacy Laws or Regulations Could Have an Adverse Effect on the Company’s Business
|
•
|
Extensive Regulation of Health Care Industry Could Adversely Affect Celtic’s Business and Results of Operations
|
|
2013
|
|
2012
|
||||||||||||
Quarter
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
January–March
|
$
|
456
|
|
|
$
|
360
|
|
|
$
|
405
|
|
|
$
|
364
|
|
April–June
|
493
|
|
|
428
|
|
|
391
|
|
|
328
|
|
||||
July–September
|
613
|
|
|
484
|
|
|
381
|
|
|
328
|
|
||||
October–December
|
687
|
|
|
592
|
|
|
383
|
|
|
328
|
|
|
Number of Securities
to Be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
|
|
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
|
Plan Category
|
(a)
|
|
(b)
|
|
(c)
|
Equity compensation plans approved by security holders
|
121,694
|
|
$469.76
|
|
—
|
Equity compensation plans not approved by security holders
|
—
|
|
—
|
|
—
|
Total
|
121,694
|
|
$469.76
|
|
—
|
Period
|
Total Number
of Shares
Purchased
|
|
Average
Price Paid
per Share
|
|
Total Number of Shares
Purchased as Part of
Publicly Announced Plan*
|
|
Maximum Number of Shares That May Yet Be Purchased Under the Plan*
|
||||
2013
|
|
|
|
|
|
|
|
||||
October
|
21,774
|
|
|
620.58
|
|
|
—
|
|
|
159,219
|
|
November
|
—
|
|
|
—
|
|
|
—
|
|
|
159,219
|
|
December
|
—
|
|
|
—
|
|
|
—
|
|
|
159,219
|
|
Total
|
21,774
|
|
|
$
|
620.58
|
|
|
—
|
|
|
|
December 31
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
||||||
Graham Holdings Company
|
100.00
|
|
|
114.46
|
|
|
117.31
|
|
|
102.98
|
|
|
105.34
|
|
|
191.32
|
|
S&P 500 Index
|
100.00
|
|
|
126.46
|
|
|
145.51
|
|
|
148.59
|
|
|
172.37
|
|
|
228.19
|
|
Education Peer Group
|
100.00
|
|
|
92.68
|
|
|
69.25
|
|
|
73.68
|
|
|
34.23
|
|
|
51.28
|
|
|
|
GRAHAM HOLDINGS COMPANY
|
|
|
(Registrant)
|
|
|
|
|
By
|
/s/ Hal S. Jones
|
|
|
Hal S. Jones
|
|
|
Senior Vice President–Finance
|
Donald E. Graham
|
Chairman of the Board, Chief Executive
Officer (Principal Executive Officer) and
Director
|
|
Hal S. Jones
|
Senior Vice President–Finance (Principal
Financial Officer)
|
|
Wallace R. Cooney
|
Principal Accounting Officer
|
|
Lee C. Bollinger
|
Director
|
|
Christopher C. Davis
|
Director
|
|
Barry Diller
|
Director
|
|
Thomas S. Gayner
|
Director
|
|
Dave Goldberg
|
Director
|
|
Anne M. Mulcahy
|
Director
|
|
Ronald L. Olson
|
Director
|
|
Larry D. Thompson
|
Director
|
|
G. Richard Wagoner, Jr.
|
Director
|
|
Katharine Weymouth
|
Director
|
|
|
By
|
/s/ Hal S. Jones
|
|
|
Hal S. Jones
|
|
|
Attorney-in-Fact
|
Management’s Discussion and Analysis of Results of Operations and Financial Condition (Unaudited)
|
|
|
|
Financial Statements:
|
|
|
|
Management’s Report on Internal Control Over Financial Reporting
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
Consolidated Statements of Operations for the Three Years Ended December 31, 2013
|
|
|
|
Consolidated Statements of Comprehensive Income for the Three Years Ended December 31, 2013
|
|
|
|
Consolidated Balance Sheets at December 31, 2013 and 2012
|
|
|
|
Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2013
|
|
|
|
Consolidated Statements of Changes in Common Stockholders' Equity for the Three Years Ended December 31, 2013
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
Five-Year Summary of Selected Historical Financial Data (Unaudited)
|
•
|
$36.4 million
in severance and restructuring charges at the education division (after-tax impact of
$25.3 million
, or
$3.46
per share);
|
•
|
a
$3.3 million
noncash intangible and other long-lived assets impairment charge at Kaplan (after-tax impact of
$3.2 million
, or
$0.44
per share);
|
•
|
a
$10.4 million
write-down of a marketable equity security (after-tax impact of
$6.7 million
, or
$0.91
per share); and
|
•
|
$13.4 million
in non-operating unrealized foreign currency losses (after-tax impact of
$8.6 million
, or
$1.17
per share).
|
•
|
$111.6 million
noncash goodwill and other long-lived assets impairment charge at KTP (after-tax impact of
$81.9 million
, or
$11.33
per share);
|
•
|
$45.2 million
in severance and restructuring charges at the education division (after-tax impact of
$32.9 million
, or
$4.53
per share);
|
•
|
an
$18.0 million
write-down of a marketable equity security (after-tax impact of
$11.2 million
, or
$1.54
per share);
|
•
|
a
$5.8 million
gain on the sale of a cost method investment (after-tax impact of
$3.7 million
, or
$0.48
per share); and
|
•
|
$3.1 million
in non-operating unrealized foreign currency gains (after-tax impact of
$2.0 million
, or
$0.27
per share).
|
|
Year Ended December 31
|
|
|
|||||||
(in thousands)
|
2013
|
|
2012
|
|
% Change
|
|||||
Revenue
|
|
|
|
|
|
|||||
Higher education
|
$
|
1,080,908
|
|
|
$
|
1,149,407
|
|
|
(6
|
)
|
Test preparation
|
293,201
|
|
|
284,252
|
|
|
3
|
|
||
Kaplan international
|
797,362
|
|
|
753,790
|
|
|
6
|
|
||
Kaplan corporate
|
7,990
|
|
|
15,039
|
|
|
(47
|
)
|
||
Intersegment elimination
|
(1,953
|
)
|
|
(5,992
|
)
|
|
—
|
|
||
|
$
|
2,177,508
|
|
|
$
|
2,196,496
|
|
|
(1
|
)
|
Operating Income (Loss)
|
|
|
|
|
|
|
|
|
||
Higher education
|
$
|
71,584
|
|
|
$
|
27,245
|
|
|
—
|
|
Test preparation
|
4,118
|
|
|
(10,799
|
)
|
|
—
|
|
||
Kaplan international
|
53,424
|
|
|
49,612
|
|
|
8
|
|
||
Kaplan corporate
|
(64,948
|
)
|
|
(43,160
|
)
|
|
(50
|
)
|
||
Amortization of intangible assets
|
(9,962
|
)
|
|
(17,719
|
)
|
|
44
|
|
||
Impairment of goodwill and other long-lived assets
|
(3,250
|
)
|
|
(111,593
|
)
|
|
97
|
|
||
Intersegment elimination
|
335
|
|
|
1,046
|
|
|
—
|
|
||
|
$
|
51,301
|
|
|
$
|
(105,368
|
)
|
|
—
|
|
|
|
|
|
Excluding Campuses Closing
|
|
||||||||||
|
As of December 31
|
|
|
As of December 31
|
|
||||||||||
|
2013
|
|
2012
|
% Change
|
|
|
2013
|
|
2012
|
% Change
|
|||||
Kaplan University
|
42,816
|
|
|
44,371
|
|
(4
|
)
|
|
42,816
|
|
|
44,371
|
|
(4
|
)
|
Other Campuses
|
17,417
|
|
|
21,099
|
|
(17
|
)
|
|
17,342
|
|
|
19,267
|
|
(10
|
)
|
|
60,233
|
|
|
65,470
|
|
(8
|
)
|
|
60,158
|
|
|
63,638
|
|
(5
|
)
|
|
Year Ended December 31
|
||||||
(in thousands)
|
2013
|
|
2012
|
||||
Customer premise equipment
|
$
|
34,087
|
|
|
$
|
43,629
|
|
Commercial
|
5,265
|
|
|
4,549
|
|
||
Scalable infrastructure
|
24,609
|
|
|
24,048
|
|
||
Line extensions
|
6,350
|
|
|
5,997
|
|
||
Upgrade/rebuild
|
37,245
|
|
|
16,957
|
|
||
Support capital
|
52,690
|
|
|
55,345
|
|
||
Total
|
$
|
160,246
|
|
|
$
|
150,525
|
|
•
|
$111.6 million
noncash goodwill and other long-lived assets impairment charge at KTP (after-tax impact of
$81.9 million
, or
$11.33
per share);
|
•
|
$45.2 million
in severance and restructuring charges at the education division (after-tax impact of
$32.9 million
, or
$4.53
per share);
|
•
|
an
$18.0 million
write-down of a marketable equity security (after-tax impact of
$11.2 million
, or
$1.54
per share);
|
•
|
a
$5.8 million
gain on the sale of a cost method investment (after-tax impact of
$3.7 million
, or
$0.48
per share); and
|
•
|
$3.1 million
in non-operating unrealized foreign currency gains (after-tax impact of
$2.0 million
, or
$0.27
per share).
|
•
|
$28.9 million
in severance and restructuring charges at the education division (after-tax impact of
$17.9 million
, or
$2.26
per share);
|
•
|
a
$9.2 million
impairment charge at one of the Company’s affiliates (after-tax impact of
$5.7 million
, or
$0.72
per share);
|
•
|
a
$53.8 million
write-down of a marketable equity security (after-tax impact of
$34.6 million
, or
$4.34
per share); and
|
•
|
$3.3 million
in non-operating unrealized foreign currency losses (after-tax impact of
$2.1 million
, or
$0.26
per share).
|
|
Year Ended December 31
|
|
|
|||||||
(in thousands)
|
2012
|
|
2011
|
|
% Change
|
|||||
Revenue
|
|
|
|
|
|
|||||
Higher education
|
$
|
1,149,407
|
|
|
$
|
1,399,583
|
|
|
(18
|
)
|
Test preparation
|
284,252
|
|
|
303,093
|
|
|
(6
|
)
|
||
Kaplan international
|
753,790
|
|
|
690,226
|
|
|
9
|
|
||
Kaplan corporate
|
15,039
|
|
|
18,940
|
|
|
(21
|
)
|
||
Intersegment elimination
|
(5,992
|
)
|
|
(7,383
|
)
|
|
—
|
|
||
|
$
|
2,196,496
|
|
|
$
|
2,404,459
|
|
|
(9
|
)
|
Operating Income (Loss)
|
|
|
|
|
|
|
|
|
||
Higher education
|
$
|
27,245
|
|
|
$
|
148,915
|
|
|
(82
|
)
|
Test preparation
|
(10,799
|
)
|
|
(28,498
|
)
|
|
62
|
|
||
Kaplan international
|
49,612
|
|
|
46,498
|
|
|
7
|
|
||
Kaplan corporate
|
(43,160
|
)
|
|
(50,092
|
)
|
|
14
|
|
||
Amortization of intangible assets
|
(17,719
|
)
|
|
(19,417
|
)
|
|
9
|
|
||
Impairment of goodwill and other long-lived assets
|
(111,593
|
)
|
|
—
|
|
|
—
|
|
||
Intersegment elimination
|
1,046
|
|
|
(1,120
|
)
|
|
—
|
|
||
|
$
|
(105,368
|
)
|
|
$
|
96,286
|
|
|
—
|
|
|
Year Ended December 31
|
||||||
(in thousands)
|
2012
|
|
2011
|
||||
Customer premise equipment
|
$
|
43,629
|
|
|
$
|
53,139
|
|
Commercial
|
4,549
|
|
|
3,487
|
|
||
Scalable infrastructure
|
24,048
|
|
|
34,748
|
|
||
Line extensions
|
5,997
|
|
|
6,318
|
|
||
Upgrade/rebuild
|
16,957
|
|
|
12,951
|
|
||
Support capital
|
55,345
|
|
|
32,582
|
|
||
Total
|
$
|
150,525
|
|
|
$
|
143,225
|
|
|
Moody’s
|
|
Standard & Poor’s
|
Long-term
|
Baa1
|
|
BBB
|
Short-term
|
Prime-2
|
|
A-2
|
(in thousands)
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
||||||||||||||
Debt and interest
|
$
|
35,168
|
|
|
$
|
79,750
|
|
|
$
|
29,000
|
|
|
$
|
29,000
|
|
|
$
|
29,000
|
|
|
$
|
414,500
|
|
|
$
|
616,418
|
|
Programming purchase commitments
(1)
|
180,825
|
|
|
108,804
|
|
|
90,723
|
|
|
15,969
|
|
|
5,888
|
|
|
—
|
|
|
402,209
|
|
|||||||
Operating leases
|
119,129
|
|
|
106,041
|
|
|
99,167
|
|
|
88,119
|
|
|
73,520
|
|
|
411,466
|
|
|
897,442
|
|
|||||||
Other purchase obligations
(2)
|
118,187
|
|
|
56,704
|
|
|
32,505
|
|
|
10,392
|
|
|
4,050
|
|
|
4,005
|
|
|
225,843
|
|
|||||||
Long-term liabilities
(3)
|
7,052
|
|
|
6,484
|
|
|
6,284
|
|
|
6,107
|
|
|
5,848
|
|
|
39,693
|
|
|
71,468
|
|
|||||||
Total
|
$
|
460,361
|
|
|
$
|
357,783
|
|
|
$
|
257,679
|
|
|
$
|
149,587
|
|
|
$
|
118,306
|
|
|
$
|
869,664
|
|
|
$
|
2,213,380
|
|
(1)
|
Includes commitments for the Company’s television broadcasting and cable businesses that are reflected in the Company’s Consolidated Financial Statements and commitments to purchase programming to be produced in future years.
|
(2)
|
Includes purchase obligations related to employment agreements, capital projects and other legally binding commitments. Other purchase orders made in the ordinary course of business are excluded from the table above. Any amounts for which the Company is liable under purchase orders are reflected in the Company’s Consolidated Balance Sheets as accounts payable and accrued liabilities.
|
(3)
|
Primarily made up of postretirement benefit obligations other than pensions. The Company has other long-term liabilities excluded from the table above, including obligations for deferred compensation, long-term incentive plans and long-term deferred revenue.
|
|
As of December 31
|
||||||
(in millions)
|
2013
|
|
2012
|
||||
Goodwill and indefinite-lived intangible assets
|
$
|
1,829.9
|
|
|
$
|
1,857.6
|
|
Total assets
|
$
|
5,811.0
|
|
|
$
|
5,105.1
|
|
Percentage of goodwill and indefinite-lived intangible assets to total assets
|
31
|
%
|
|
36
|
%
|
(in millions)
|
Goodwill
|
||
Education
|
|
||
Higher education
|
$
|
409.0
|
|
Test preparation
|
49.9
|
|
|
Kaplan international
|
512.2
|
|
|
Cable
|
85.5
|
|
|
Television broadcasting
|
203.2
|
|
|
Total
|
$
|
1,259.8
|
|
•
|
Expected cash flows underlying the Company’s business plans for the periods
2014
through
2018
were used. The expected cash flows took into account historical growth rates, the effect of the changed economic outlook at some of the Company’s businesses, industry challenges and an estimate for the possible impact of any applicable regulations. Expected cash flows also reflected the anticipated savings from restructuring plans at certain education division’s reporting units, and other initiatives.
|
•
|
Cash flows beyond
2018
were projected to grow at a long-term growth rate, which the Company estimated between
1%
and
3%
for each reporting unit.
|
•
|
The Company used a discount rate of
11.0%
to
13.5%
to risk adjust the cash flow projections in determining the estimated fair value.
|
•
|
Expected cash flows underlying the Company’s business plans for the periods 2012 through 2021 were used, with the assumption that the only assets the unbuilt start-up cable systems possess are the various franchise agreements. The expected cash flows took into account the estimated initial capital investment in the system region’s physical plant and related start-up costs, revenues, operating margins and growth rates. These cash flows and growth rates were based on forecasts and long-term business plans and take into account numerous factors, including historical experience, anticipated economic conditions, changes in the cable systems’ cost structures, homes in each region’s service area, number of subscribers based on penetration of homes passed by the systems and expected revenues per subscriber.
|
•
|
Cash flows beyond 2021 were projected to grow at a long-term growth rate, which the Company estimated by considering historical market growth trends, anticipated cable system performance and expected market conditions.
|
•
|
The Company used a discount rate of
8%
to risk adjust the cash flow projections in determining the estimated fair value.
|
•
|
Expected return on assets – A
1%
increase or decrease to the Company’s assumed expected return on plan assets would have decreased or increased the pension cost by approximately
$16 million
.
|
•
|
Discount rate – A
1%
decrease to the Company’s assumed discount rate would have increased the pension cost by approximately
$17 million
. A
1%
increase to the Company’s assumed discount rate would have decreased the pension cost by approximately
$4 million
.
|
•
|
Asset returns that are more or less than the expected return on plan assets for the year;
|
•
|
Actual participant demographic experience different from assumed (retirements, terminations and deaths during the year);
|
•
|
Actual salary increases different from assumed; and
|
•
|
Any changes in assumptions that are made to better reflect anticipated experience of the plan or to reflect current market conditions on the measurement date (discount rate, longevity increases, changes in expected participant behavior and expected return on plan assets).
|
|
Year Ended December 31
|
||||||||||
(in thousands, except per share amounts)
|
2013
|
|
2012
|
|
2011
|
||||||
Operating Revenues
|
|
|
|
|
|
||||||
Education
|
$
|
2,177,508
|
|
|
$
|
2,196,496
|
|
|
$
|
2,404,459
|
|
Subscriber
|
755,662
|
|
|
732,370
|
|
|
710,253
|
|
|||
Advertising
|
366,316
|
|
|
400,800
|
|
|
327,877
|
|
|||
Other
|
188,378
|
|
|
125,904
|
|
|
83,408
|
|
|||
|
3,487,864
|
|
|
3,455,570
|
|
|
3,525,997
|
|
|||
Operating Costs and Expenses
|
|
|
|
|
|
||||||
Operating
|
1,564,911
|
|
|
1,566,257
|
|
|
1,562,615
|
|
|||
Selling, general and administrative
|
1,327,322
|
|
|
1,333,516
|
|
|
1,383,660
|
|
|||
Depreciation of property, plant and equipment
|
233,218
|
|
|
244,078
|
|
|
223,403
|
|
|||
Amortization of intangible assets
|
13,598
|
|
|
20,946
|
|
|
22,201
|
|
|||
Impairment of goodwill and other long-lived assets
|
3,250
|
|
|
111,593
|
|
|
—
|
|
|||
|
3,142,299
|
|
|
3,276,390
|
|
|
3,191,879
|
|
|||
Income from Operations
|
345,565
|
|
|
179,180
|
|
|
334,118
|
|
|||
Equity in earnings of affiliates, net
|
13,215
|
|
|
14,086
|
|
|
5,949
|
|
|||
Interest income
|
2,264
|
|
|
3,393
|
|
|
4,147
|
|
|||
Interest expense
|
(36,067
|
)
|
|
(35,944
|
)
|
|
(33,226
|
)
|
|||
Other expense, net
|
(23,751
|
)
|
|
(5,456
|
)
|
|
(55,200
|
)
|
|||
Income from Continuing Operations Before Income Taxes
|
301,226
|
|
|
155,259
|
|
|
255,788
|
|
|||
Provision for Income Taxes
|
110,000
|
|
|
83,200
|
|
|
104,400
|
|
|||
Income from Continuing Operations
|
191,226
|
|
|
72,059
|
|
|
151,388
|
|
|||
Income (Loss) from Discontinued Operations, Net of Tax
|
46,119
|
|
|
60,128
|
|
|
(34,231
|
)
|
|||
Net Income
|
237,345
|
|
|
132,187
|
|
|
117,157
|
|
|||
Net Income Attributable to Noncontrolling Interests
|
(480
|
)
|
|
(74
|
)
|
|
(7
|
)
|
|||
Net Income Attributable to Graham Holdings Company
|
236,865
|
|
|
132,113
|
|
|
117,150
|
|
|||
Redeemable Preferred Stock Dividends
|
(855
|
)
|
|
(895
|
)
|
|
(917
|
)
|
|||
Net Income Attributable to Graham Holdings Company Common Stockholders
|
$
|
236,010
|
|
|
$
|
131,218
|
|
|
$
|
116,233
|
|
Amounts Attributable to Graham Holdings Company Common Stockholders
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
189,891
|
|
|
$
|
71,090
|
|
|
$
|
150,464
|
|
Income (loss) from discontinued operations, net of tax
|
46,119
|
|
|
60,128
|
|
|
(34,231
|
)
|
|||
Net income attributable to Graham Holdings Company common stockholders
|
$
|
236,010
|
|
|
$
|
131,218
|
|
|
$
|
116,233
|
|
Per Share Information Attributable to Graham Holdings Company Common Stockholders
|
|
|
|
|
|
||||||
Basic income per common share from continuing operations
|
$
|
25.83
|
|
|
$
|
9.22
|
|
|
$
|
19.03
|
|
Basic income (loss) per common share from discontinued operations
|
6.27
|
|
|
8.17
|
|
|
(4.33
|
)
|
|||
Basic net income per common share
|
$
|
32.10
|
|
|
$
|
17.39
|
|
|
$
|
14.70
|
|
Basic average number of common shares outstanding
|
7,238
|
|
|
7,360
|
|
|
7,826
|
|
|||
Diluted income per common share from continuing operations
|
$
|
25.78
|
|
|
$
|
9.22
|
|
|
$
|
19.03
|
|
Diluted income (loss) per common share from discontinued operations
|
6.27
|
|
|
8.17
|
|
|
(4.33
|
)
|
|||
Diluted net income per common share
|
$
|
32.05
|
|
|
$
|
17.39
|
|
|
$
|
14.70
|
|
Diluted average number of common shares outstanding
|
7,333
|
|
|
7,404
|
|
|
7,905
|
|
|
Year Ended December 31
|
||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Net Income
|
$
|
237,345
|
|
|
$
|
132,187
|
|
|
$
|
117,157
|
|
Other Comprehensive Income (Loss), Before Tax
|
|
|
|
|
|
||||||
Foreign currency translation adjustments:
|
|
|
|
|
|
||||||
Translation adjustments arising during the year
|
(1,059
|
)
|
|
5,622
|
|
|
(21,375
|
)
|
|||
Adjustment for sales of businesses with foreign operations
|
—
|
|
|
(888
|
)
|
|
—
|
|
|||
|
(1,059
|
)
|
|
4,734
|
|
|
(21,375
|
)
|
|||
Unrealized gains (losses) on available-for-sale securities:
|
|
|
|
|
|
||||||
Unrealized gains (losses) for the year
|
95,629
|
|
|
33,098
|
|
|
(37,708
|
)
|
|||
Reclassification adjustment for write-down on available-for-sale securities, net of gain, included in net income
|
9,554
|
|
|
17,226
|
|
|
53,793
|
|
|||
|
105,183
|
|
|
50,324
|
|
|
16,085
|
|
|||
Pension and other postretirement plans:
|
|
|
|
|
|
||||||
Actuarial gain (loss)
|
762,806
|
|
|
82,470
|
|
|
(16,048
|
)
|
|||
Amortization of net actuarial loss (gain) included in net income
|
3,096
|
|
|
9,368
|
|
|
(510
|
)
|
|||
Amortization of net prior service credit included in net income
|
(1,383
|
)
|
|
(1,859
|
)
|
|
(3,925
|
)
|
|||
Curtailments and settlements
|
(124,051
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign affiliate pension adjustments
|
—
|
|
|
—
|
|
|
2,088
|
|
|||
Other adjustments
|
—
|
|
|
(745
|
)
|
|
—
|
|
|||
|
640,468
|
|
|
89,234
|
|
|
(18,395
|
)
|
|||
Cash flow hedge gain (loss)
|
520
|
|
|
(1,581
|
)
|
|
14
|
|
|||
Other Comprehensive Income (Loss), Before Tax
|
745,112
|
|
|
142,711
|
|
|
(23,671
|
)
|
|||
Income tax (expense) benefit related to items of other comprehensive income (loss)
|
(298,472
|
)
|
|
(55,186
|
)
|
|
6,861
|
|
|||
Other Comprehensive Income (Loss), Net of Tax
|
446,640
|
|
|
87,525
|
|
|
(16,810
|
)
|
|||
Comprehensive Income
|
683,985
|
|
|
219,712
|
|
|
100,347
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
(503
|
)
|
|
(103
|
)
|
|
(126
|
)
|
|||
Total Comprehensive Income Attributable to Graham Holdings Company
|
$
|
683,482
|
|
|
$
|
219,609
|
|
|
$
|
100,221
|
|
|
As of December 31
|
||||||
(In thousands, except share amounts)
|
2013
|
|
2012
|
||||
Assets
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash
|
$
|
569,719
|
|
|
$
|
512,431
|
|
Restricted cash
|
83,769
|
|
|
28,538
|
|
||
Investments in marketable equity securities and other investments
|
522,318
|
|
|
418,938
|
|
||
Accounts receivable, net
|
428,653
|
|
|
399,204
|
|
||
Income taxes receivable
|
17,991
|
|
|
—
|
|
||
Deferred income taxes
|
—
|
|
|
3,974
|
|
||
Inventories and contracts in progress
|
2,924
|
|
|
7,985
|
|
||
Other current assets
|
77,013
|
|
|
82,692
|
|
||
Total Current Assets
|
1,702,387
|
|
|
1,453,762
|
|
||
Property, Plant and Equipment, Net
|
927,542
|
|
|
1,081,237
|
|
||
Investments in Affiliates
|
15,754
|
|
|
15,535
|
|
||
Goodwill, Net
|
1,288,622
|
|
|
1,317,915
|
|
||
Indefinite-Lived Intangible Assets, Net
|
541,278
|
|
|
539,728
|
|
||
Amortized Intangible Assets, Net
|
39,588
|
|
|
45,577
|
|
||
Prepaid Pension Cost
|
1,245,505
|
|
|
604,823
|
|
||
Deferred Charges and Other Assets
|
50,370
|
|
|
46,492
|
|
||
Total Assets
|
$
|
5,811,046
|
|
|
$
|
5,105,069
|
|
Liabilities and Equity
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
||
Accounts payable and accrued liabilities
|
$
|
505,699
|
|
|
$
|
486,396
|
|
Income taxes payable
|
—
|
|
|
726
|
|
||
Deferred income taxes
|
58,411
|
|
|
—
|
|
||
Deferred revenue
|
366,831
|
|
|
395,837
|
|
||
Short-term borrowings
|
3,168
|
|
|
243,327
|
|
||
Total Current Liabilities
|
934,109
|
|
|
1,126,286
|
|
||
Postretirement Benefits Other Than Pensions
|
36,219
|
|
|
59,949
|
|
||
Accrued Compensation and Related Benefits
|
211,526
|
|
|
216,280
|
|
||
Other Liabilities
|
86,000
|
|
|
109,774
|
|
||
Deferred Income Taxes
|
778,735
|
|
|
529,427
|
|
||
Long-Term Debt
|
447,608
|
|
|
453,384
|
|
||
Total Liabilities
|
2,494,197
|
|
|
2,495,100
|
|
||
Commitments and Contingencies
(Notes 17 and 18)
|
|
|
|
|
|
||
Redeemable Noncontrolling Interest
|
5,896
|
|
|
12,655
|
|
||
Redeemable Preferred Stock
, Series A, $1 par value, with a redemption and liquidation value of $1,000 per share; 23,000 shares authorized; 10,665 and 11,096 shares issued and outstanding
|
10,665
|
|
|
11,096
|
|
||
Preferred Stock,
$1 par value; 977,000 shares authorized, none issued
|
—
|
|
|
—
|
|
||
Common Stockholders’ Equity
|
|
|
|
|
|
||
Common stock
|
|
|
|
|
|
||
Class A Common stock, $1 par value; 7,000,000 shares authorized; 1,169,073 and 1,219,383 shares issued and outstanding
|
1,169
|
|
|
1,219
|
|
||
Class B Common stock, $1 par value; 40,000,000 shares authorized; 18,830,927 and 18,780,617 shares issued; 6,218,051 and 6,208,118 shares outstanding
|
18,831
|
|
|
18,781
|
|
||
Capital in excess of par value
|
288,129
|
|
|
240,746
|
|
||
Retained earnings
|
4,782,777
|
|
|
4,546,775
|
|
||
Accumulated other comprehensive income, net of taxes
|
|
|
|
|
|
||
Cumulative foreign currency translation adjustment
|
25,013
|
|
|
26,072
|
|
||
Unrealized gain on available-for-sale securities
|
173,663
|
|
|
110,553
|
|
||
Unrealized gain on pensions and other postretirement plans
|
501,446
|
|
|
117,169
|
|
||
Cash flow hedge
|
(628
|
)
|
|
(940
|
)
|
||
Cost of 12,612,876 and 12,572,499 shares of Class B common stock held in treasury
|
(2,490,333
|
)
|
|
(2,474,347
|
)
|
||
Total Common Stockholders’ Equity
|
3,300,067
|
|
|
2,586,028
|
|
||
Noncontrolling interests
|
221
|
|
|
190
|
|
||
Total Equity
|
3,300,288
|
|
|
2,586,218
|
|
||
Total Liabilities and Equity
|
$
|
5,811,046
|
|
|
$
|
5,105,069
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
||||||
Net Income
|
$
|
237,345
|
|
|
$
|
132,187
|
|
|
$
|
117,157
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation of property, plant and equipment
|
251,262
|
|
|
269,992
|
|
|
255,975
|
|
|||
Amortization of intangible assets
|
13,598
|
|
|
21,444
|
|
|
30,333
|
|
|||
Goodwill and other long-lived asset impairment charges
|
3,250
|
|
|
111,593
|
|
|
11,923
|
|
|||
Net pension expense (benefit)
|
1,927
|
|
|
16,044
|
|
|
(4,726
|
)
|
|||
Early retirement program expense
|
22,700
|
|
|
8,508
|
|
|
634
|
|
|||
Stock-based compensation expense, net
|
25,163
|
|
|
14,662
|
|
|
11,789
|
|
|||
Foreign exchange loss (gain)
|
13,382
|
|
|
(3,132
|
)
|
|
3,263
|
|
|||
Net gain on sales and disposition of businesses
|
(157,449
|
)
|
|
(23,759
|
)
|
|
(2,975
|
)
|
|||
Net loss on sales or write-downs of marketable equity securities and cost method investments
|
11,325
|
|
|
10,925
|
|
|
53,375
|
|
|||
Equity in losses (earnings) of affiliates, including impairment charges, net of distributions
|
1,661
|
|
|
(1,148
|
)
|
|
5,492
|
|
|||
Provision (benefit) for deferred income taxes
|
11,595
|
|
|
(64,383
|
)
|
|
42,265
|
|
|||
Net loss on sales of property, plant and equipment
|
4,746
|
|
|
1,896
|
|
|
9,712
|
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
||||||
(Increase) decrease in accounts receivable, net
|
(81,989
|
)
|
|
(14,846
|
)
|
|
27,895
|
|
|||
Decrease (increase) in inventories
|
851
|
|
|
(1,871
|
)
|
|
(1,587
|
)
|
|||
Increase (decrease) in accounts payable and accrued liabilities
|
37,926
|
|
|
(34,224
|
)
|
|
(126,771
|
)
|
|||
(Decrease) increase in deferred revenue
|
(3,434
|
)
|
|
24,482
|
|
|
(9,186
|
)
|
|||
(Increase) in income taxes receivable and increase in income taxes payable
|
(18,352
|
)
|
|
11,936
|
|
|
16,002
|
|
|||
Increase in other assets and other liabilities, net
|
(51,740
|
)
|
|
(5,367
|
)
|
|
(49,537
|
)
|
|||
Other
|
4,097
|
|
|
2,275
|
|
|
2,258
|
|
|||
Net Cash Provided by Operating Activities
|
327,864
|
|
|
477,214
|
|
|
393,291
|
|
|||
Cash Flows from Investing Activities
|
|
|
|
|
|
||||||
Net proceeds from sales of businesses, property, plant and equipment and other assets
|
248,105
|
|
|
76,863
|
|
|
49,157
|
|
|||
Purchases of property, plant and equipment
|
(224,093
|
)
|
|
(217,995
|
)
|
|
(216,381
|
)
|
|||
Purchases of marketable equity securities and other investments
|
(28,073
|
)
|
|
(48,031
|
)
|
|
(8,165
|
)
|
|||
Investments in certain businesses, net of cash acquired
|
(20,027
|
)
|
|
(40,339
|
)
|
|
(83,699
|
)
|
|||
Other
|
(1,313
|
)
|
|
1,459
|
|
|
(1,640
|
)
|
|||
Net Cash Used in Investing Activities
|
(25,401
|
)
|
|
(228,043
|
)
|
|
(260,728
|
)
|
|||
Cash Flows from Financing Activities
|
|
|
|
|
|
||||||
(Repayment) issuance of short-term borrowing, net
|
(240,121
|
)
|
|
130,450
|
|
|
109,671
|
|
|||
Common shares repurchased
|
(4,196
|
)
|
|
(103,196
|
)
|
|
(248,055
|
)
|
|||
Dividends paid
|
(863
|
)
|
|
(147,327
|
)
|
|
(75,493
|
)
|
|||
Issuance of debt
|
—
|
|
|
—
|
|
|
52,476
|
|
|||
Other
|
1,750
|
|
|
(1,772
|
)
|
|
(25,560
|
)
|
|||
Net Cash Used in Financing Activities
|
(243,430
|
)
|
|
(121,845
|
)
|
|
(186,961
|
)
|
|||
Effect of Currency Exchange Rate Change
|
(1,745
|
)
|
|
4,006
|
|
|
(2,243
|
)
|
|||
Net Increase (Decrease) in Cash and Cash Equivalents
|
57,288
|
|
|
131,332
|
|
|
(56,641
|
)
|
|||
Cash and Cash Equivalents at Beginning of Year
|
512,431
|
|
|
381,099
|
|
|
437,740
|
|
|||
Cash and Cash Equivalents at End of Year
|
$
|
569,719
|
|
|
$
|
512,431
|
|
|
$
|
381,099
|
|
Supplemental Cash Flow Information
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Income taxes
|
$
|
144,500
|
|
|
$
|
50,531
|
|
|
$
|
38,500
|
|
Interest
|
$
|
35,500
|
|
|
$
|
35,500
|
|
|
$
|
32,650
|
|
(in thousands)
|
Class A
Common
Stock
|
Class B
Common Stock |
Capital in
Excess of
Par Value
|
Retained
Earnings
|
Cumulative
Foreign
Currency
Translation
Adjustment
|
Unrealized
Gain on Available-
for-sale
Securities
|
Unrealized
Gain (Loss)
on Pensions
and Other
Postretirement
Plans
|
Cash
Flow
Hedge
|
Treasury
Stock
|
Noncontrolling
Interest
|
||||||||||||||||||||
As of January 2, 2011
|
$
|
1,241
|
|
$
|
18,759
|
|
$
|
249,719
|
|
$
|
4,520,332
|
|
$
|
37,606
|
|
$
|
70,707
|
|
$
|
73,826
|
|
$
|
—
|
|
$
|
(2,157,826
|
)
|
$
|
—
|
|
Net income for the year
|
|
|
|
117,157
|
|
|
|
|
|
|
|
|||||||||||||||||||
Net loss attributable to redeemable noncontrolling interest
|
|
|
|
|
(7
|
)
|
|
|
|
|
|
|
||||||||||||||||||
Dividends paid on common stock
|
|
|
|
(74,576
|
)
|
|
|
|
|
|
|
|||||||||||||||||||
Dividends paid on redeemable preferred stock
|
|
|
|
(917
|
)
|
|
|
|
|
|
|
|||||||||||||||||||
Repurchase of Class B common stock
|
|
|
|
|
|
|
|
|
(248,055
|
)
|
|
|||||||||||||||||||
Issuance of Class B common stock, net of restricted stock award forfeitures
|
|
|
(8,040
|
)
|
|
|
|
|
|
7,692
|
|
|
||||||||||||||||||
Amortization of unearned stock compensation and stock option expense
|
|
|
11,789
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Change in foreign currency translation adjustment (net of taxes)
|
|
|
|
|
(16,268
|
)
|
|
|
|
|
|
|||||||||||||||||||
Change in unrealized gain on available-for-sale securities (net of taxes)
|
|
|
|
|
|
9,651
|
|
|
|
|
|
|||||||||||||||||||
Adjustment for pensions and other postretirement plans (net of taxes)
|
|
|
|
|
|
|
(10,201
|
)
|
|
|
|
|||||||||||||||||||
Conversion of Class A common stock to Class B common stock
|
(12
|
)
|
12
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Taxes arising from employee stock plans
|
|
|
(701
|
)
|
|
|
|
|
|
|
|
|||||||||||||||||||
Cash flow hedge
|
|
|
|
|
|
|
|
|
8
|
|
|
|
||||||||||||||||||
As of December 31, 2011
|
1,229
|
|
18,771
|
|
252,767
|
|
4,561,989
|
|
21,338
|
|
80,358
|
|
63,625
|
|
8
|
|
(2,398,189
|
)
|
—
|
|
||||||||||
Net income for the year
|
|
|
|
132,187
|
|
|
|
|
|
|
|
|||||||||||||||||||
Acquisitions and noncontrolling interest
|
|
|
|
|
|
|
|
|
|
191
|
|
|||||||||||||||||||
Net income attributable to noncontrolling interests
|
|
|
|
|
(51
|
)
|
|
|
|
|
|
51
|
|
|||||||||||||||||
Net income attributable to redeemable noncontrolling interests
|
|
|
|
(23
|
)
|
|
|
|
|
|
|
|||||||||||||||||||
Distribution to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
(52
|
)
|
|||||||||||||||||||
Dividends paid on common stock
|
|
|
|
(146,432
|
)
|
|
|
|
|
|
|
|||||||||||||||||||
Dividends paid on redeemable preferred stock
|
|
|
|
(895
|
)
|
|
|
|
|
|
|
|||||||||||||||||||
Repurchase of Class B common stock
|
|
|
|
|
|
|
|
|
(103,196
|
)
|
|
|||||||||||||||||||
Issuance of Class B common stock, net of restricted stock award forfeitures
|
|
|
(27,423
|
)
|
|
|
|
|
|
27,038
|
|
|
||||||||||||||||||
Amortization of unearned stock compensation and stock option expense
|
|
|
14,662
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Change in foreign currency translation adjustment (net of tax)
|
|
|
|
|
4,734
|
|
|
|
|
|
|
|||||||||||||||||||
Change in unrealized gain on available-for-sale securities (net of taxes)
|
|
|
|
|
|
30,195
|
|
|
|
|
|
|||||||||||||||||||
Adjustment for pensions and other postretirement plans (net of taxes)
|
|
|
|
|
|
|
53,544
|
|
|
|
|
|||||||||||||||||||
Conversion of Class A common stock to Class B common stock
|
(10
|
)
|
10
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Taxes arising from employee stock plans
|
|
|
740
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Cash flow hedge
|
|
|
|
|
|
|
|
(948
|
)
|
|
|
|||||||||||||||||||
As of December 31, 2012
|
1,219
|
|
18,781
|
|
240,746
|
|
4,546,775
|
|
26,072
|
|
110,553
|
|
117,169
|
|
(940
|
)
|
(2,474,347
|
)
|
190
|
|
||||||||||
Net income for the year
|
|
|
|
237,345
|
|
|
|
|
|
|
|
|||||||||||||||||||
Acquisitions and noncontrolling interest
|
|
|
3,932
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Net income attributable to noncontrolling interests
|
|
|
|
(479
|
)
|
|
|
|
|
|
479
|
|
||||||||||||||||||
Net income attributable to redeemable noncontrolling interests
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|||||||||||||||||||
Distribution to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
(448
|
)
|
|||||||||||||||||||
Dividends paid on redeemable preferred stock
|
|
|
|
(863
|
)
|
|
|
|
|
|
|
|||||||||||||||||||
Repurchase of Class B common stock
|
|
|
|
|
|
|
|
|
(17,709
|
)
|
|
|||||||||||||||||||
Issuance of Class B common stock, net of restricted stock award forfeitures
|
|
|
(4,271
|
)
|
|
|
|
|
|
1,723
|
|
|
||||||||||||||||||
Amortization of unearned stock compensation and stock option expense
|
|
|
46,908
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Change in foreign currency translation adjustment (net of tax)
|
|
|
|
|
(1,059
|
)
|
|
|
|
|
|
|||||||||||||||||||
Change in unrealized gain on available-for-sale securities (net of taxes)
|
|
|
|
|
|
63,110
|
|
|
|
|
|
|||||||||||||||||||
Adjustment for pensions and other postretirement plans (net of taxes)
|
|
|
|
|
|
|
384,277
|
|
|
|
|
|||||||||||||||||||
Conversion of Class A common stock to Class B common stock
|
(50
|
)
|
50
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Taxes arising from employee stock plans
|
|
|
814
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Cash flow hedge
|
|
|
|
|
|
|
|
312
|
|
|
|
|||||||||||||||||||
As of December 31, 2013
|
$
|
1,169
|
|
$
|
18,831
|
|
$
|
288,129
|
|
$
|
4,782,777
|
|
$
|
25,013
|
|
$
|
173,663
|
|
$
|
501,446
|
|
$
|
(628
|
)
|
$
|
(2,490,333
|
)
|
$
|
221
|
|
1.
|
ORGANIZATION AND NATURE OF OPERATIONS
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
3.
|
DISCONTINUED OPERATIONS
|
|
Year Ended December 31
|
||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Operating revenues
|
$
|
382,705
|
|
|
$
|
597,425
|
|
|
$
|
723,605
|
|
Operating costs and expenses
|
(465,605
|
)
|
|
(639,315
|
)
|
|
(769,129
|
)
|
|||
Loss from discontinued operations
|
(82,900
|
)
|
|
(41,890
|
)
|
|
(45,524
|
)
|
|||
Benefit from income taxes
|
(29,059
|
)
|
|
(13,668
|
)
|
|
(10,934
|
)
|
|||
Net Loss from Discontinued Operations
|
(53,841
|
)
|
|
(28,222
|
)
|
|
(34,590
|
)
|
|||
Gain on sales and disposition of discontinued operations
|
157,449
|
|
|
23,759
|
|
|
2,975
|
|
|||
Provision (benefit) for income taxes on sales and disposition of discontinued operations
|
57,489
|
|
|
(64,591
|
)
|
|
2,616
|
|
|||
Income (Loss) from Discontinued Operations, Net of Tax
|
$
|
46,119
|
|
|
$
|
60,128
|
|
|
$
|
(34,231
|
)
|
4.
|
INVESTMENTS
|
|
As of December 31
|
||||||
(in thousands)
|
2013
|
|
2012
|
||||
Total cost
|
$
|
197,718
|
|
|
$
|
195,832
|
|
Net unrealized gains
|
289,438
|
|
|
184,255
|
|
||
Total Fair Value
|
$
|
487,156
|
|
|
$
|
380,087
|
|
5.
|
ACCOUNTS RECEIVABLE, ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
|
|
As of December 31
|
||||||
(in thousands)
|
2013
|
|
2012
|
||||
Trade accounts receivable, less estimated returns, doubtful accounts and allowances
|
|
|
|
||||
of $33,834 and $35,462
|
$
|
398,014
|
|
|
$
|
379,355
|
|
Other accounts receivable
|
30,639
|
|
|
19,849
|
|
||
|
$
|
428,653
|
|
|
$
|
399,204
|
|
(in thousands)
|
Balance at
Beginning
of Period
|
|
Additions –
Charged to
Costs and
Expenses
|
|
Deductions
|
|
Balance
at
End of
Period
|
||||||||
2013
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts and returns
|
$
|
33,612
|
|
|
$
|
57,245
|
|
|
$
|
(57,023
|
)
|
|
$
|
33,834
|
|
Allowance for advertising rate adjustments and discounts
|
1,850
|
|
|
—
|
|
|
(1,850
|
)
|
|
—
|
|
||||
|
$
|
35,462
|
|
|
$
|
57,245
|
|
|
$
|
(58,873
|
)
|
|
$
|
33,834
|
|
2012
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts and returns
|
$
|
48,199
|
|
|
$
|
55,605
|
|
|
$
|
(70,192
|
)
|
|
$
|
33,612
|
|
Allowance for advertising rate adjustments and discounts
|
2,026
|
|
|
15,088
|
|
|
(15,264
|
)
|
|
1,850
|
|
||||
|
$
|
50,225
|
|
|
$
|
70,693
|
|
|
$
|
(85,456
|
)
|
|
$
|
35,462
|
|
2011
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts and returns
|
$
|
67,007
|
|
|
$
|
61,327
|
|
|
$
|
(80,135
|
)
|
|
$
|
48,199
|
|
Allowance for advertising rate adjustments and discounts
|
3,174
|
|
|
11,868
|
|
|
(13,016
|
)
|
|
2,026
|
|
||||
|
$
|
70,181
|
|
|
$
|
73,195
|
|
|
$
|
(93,151
|
)
|
|
$
|
50,225
|
|
|
As of December 31
|
||||||
(in thousands)
|
2013
|
|
2012
|
||||
Accounts payable and accrued liabilities
|
$
|
343,620
|
|
|
$
|
310,294
|
|
Accrued compensation and related benefits
|
162,079
|
|
|
176,102
|
|
||
|
$
|
505,699
|
|
|
$
|
486,396
|
|
6.
|
PROPERTY, PLANT AND EQUIPMENT
|
|
As of December 31
|
||||||
(in thousands)
|
2013
|
|
2012
|
||||
Land
|
$
|
32,618
|
|
|
$
|
42,992
|
|
Buildings
|
299,652
|
|
|
364,844
|
|
||
Machinery, equipment and fixtures
|
2,289,966
|
|
|
2,617,344
|
|
||
Leasehold improvements
|
294,548
|
|
|
314,555
|
|
||
Construction in progress
|
94,615
|
|
|
66,734
|
|
||
|
3,011,399
|
|
|
3,406,469
|
|
||
Less accumulated depreciation
|
(2,083,857
|
)
|
|
(2,325,232
|
)
|
||
|
$
|
927,542
|
|
|
$
|
1,081,237
|
|
7.
|
ACQUISITIONS AND DISPOSITIONS
|
8.
|
GOODWILL AND OTHER INTANGIBLE ASSETS
|
(in thousands)
|
Education
|
|
Cable
|
|
Newspaper
Publishing
|
|
Television
Broadcasting
|
|
Other
Businesses
|
|
Total
|
||||||||||||
As of December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
$
|
1,116,615
|
|
|
$
|
85,488
|
|
|
$
|
81,183
|
|
|
$
|
203,165
|
|
|
$
|
100,152
|
|
|
$
|
1,586,603
|
|
Accumulated impairment losses
|
(8,492
|
)
|
|
—
|
|
|
(65,772
|
)
|
|
—
|
|
|
(97,342
|
)
|
|
(171,606
|
)
|
||||||
|
1,108,123
|
|
|
85,488
|
|
|
15,411
|
|
|
203,165
|
|
|
2,810
|
|
|
1,414,997
|
|
||||||
Acquisitions
|
7,364
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,242
|
|
|
23,606
|
|
||||||
Impairment
|
(102,259
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(102,259
|
)
|
||||||
Dispositions
|
(29,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,000
|
)
|
||||||
Foreign currency exchange rate changes and other
|
10,571
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,571
|
|
||||||
As of December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Goodwill
|
1,097,058
|
|
|
85,488
|
|
|
81,183
|
|
|
203,165
|
|
|
19,052
|
|
|
1,485,946
|
|
||||||
Accumulated impairment losses
|
(102,259
|
)
|
|
—
|
|
|
(65,772
|
)
|
|
—
|
|
|
—
|
|
|
(168,031
|
)
|
||||||
|
994,799
|
|
|
85,488
|
|
|
15,411
|
|
|
203,165
|
|
|
19,052
|
|
|
1,317,915
|
|
||||||
Reallocation, net
|
—
|
|
|
—
|
|
|
(1,809
|
)
|
|
—
|
|
|
1,809
|
|
|
—
|
|
||||||
Acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,934
|
|
|
7,934
|
|
||||||
Dispositions
|
—
|
|
|
—
|
|
|
(13,602
|
)
|
|
—
|
|
|
—
|
|
|
(13,602
|
)
|
||||||
Foreign currency exchange rate changes and other
|
(23,625
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,625
|
)
|
||||||
As of December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Goodwill
|
1,073,433
|
|
|
85,488
|
|
|
—
|
|
|
203,165
|
|
|
34,877
|
|
|
1,396,963
|
|
||||||
Accumulated impairment losses
|
(102,259
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,082
|
)
|
|
(108,341
|
)
|
||||||
|
$
|
971,174
|
|
|
$
|
85,488
|
|
|
$
|
—
|
|
|
$
|
203,165
|
|
|
$
|
28,795
|
|
|
$
|
1,288,622
|
|
(in thousands)
|
Higher
Education
|
|
Test
Preparation
|
|
Kaplan
International
|
|
Kaplan
Ventures
|
|
Total
|
||||||||||
As of December 31, 2011
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
$
|
409,128
|
|
|
$
|
152,187
|
|
|
$
|
515,936
|
|
|
$
|
39,364
|
|
|
$
|
1,116,615
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,492
|
)
|
|
(8,492
|
)
|
|||||
|
409,128
|
|
|
152,187
|
|
|
515,936
|
|
|
30,872
|
|
|
1,108,123
|
|
|||||
Acquisitions
|
—
|
|
|
—
|
|
|
7,364
|
|
|
—
|
|
|
7,364
|
|
|||||
Impairment Losses
|
—
|
|
|
(102,259
|
)
|
|
—
|
|
|
—
|
|
|
(102,259
|
)
|
|||||
Dispositions
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,000
|
)
|
|
(29,000
|
)
|
|||||
Foreign currency exchange rate changes and other
|
56
|
|
|
—
|
|
|
12,387
|
|
|
(1,872
|
)
|
|
10,571
|
|
|||||
As of December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Goodwill
|
409,184
|
|
|
152,187
|
|
|
535,687
|
|
|
—
|
|
|
1,097,058
|
|
|||||
Accumulated impairment losses
|
—
|
|
|
(102,259
|
)
|
|
—
|
|
|
—
|
|
|
(102,259
|
)
|
|||||
|
409,184
|
|
|
49,928
|
|
|
535,687
|
|
|
—
|
|
|
994,799
|
|
|||||
Foreign currency exchange rate changes and other
|
(168
|
)
|
|
—
|
|
|
(23,457
|
)
|
|
—
|
|
|
(23,625
|
)
|
|||||
As of December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Goodwill
|
409,016
|
|
|
152,187
|
|
|
512,230
|
|
|
—
|
|
|
1,073,433
|
|
|||||
Accumulated impairment losses
|
—
|
|
|
(102,259
|
)
|
|
—
|
|
|
—
|
|
|
(102,259
|
)
|
|||||
|
$
|
409,016
|
|
|
$
|
49,928
|
|
|
$
|
512,230
|
|
|
$
|
—
|
|
|
$
|
971,174
|
|
|
|
|
As of December 31, 2013
|
|
As of December 31, 2012
|
||||||||||||||||||||
(in thousands)
|
Useful
Life
Range
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
||||||||||||
Amortized Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Noncompete agreements
|
2–5 years
|
|
$
|
13,540
|
|
|
$
|
12,622
|
|
|
$
|
918
|
|
|
$
|
14,008
|
|
|
$
|
12,546
|
|
|
$
|
1,462
|
|
Student and customer relationships
|
2–10 years
|
|
72,050
|
|
|
45,718
|
|
|
26,332
|
|
|
73,693
|
|
|
40,787
|
|
|
32,906
|
|
||||||
Databases and technology
|
3–5 years
|
|
10,790
|
|
|
6,991
|
|
|
3,799
|
|
|
6,457
|
|
|
5,707
|
|
|
750
|
|
||||||
Trade names and trademarks
|
2–10 years
|
|
22,327
|
|
|
16,052
|
|
|
6,275
|
|
|
26,634
|
|
|
18,185
|
|
|
8,449
|
|
||||||
Other
|
1–25 years
|
|
9,836
|
|
|
7,572
|
|
|
2,264
|
|
|
8,849
|
|
|
6,839
|
|
|
2,010
|
|
||||||
|
|
|
$
|
128,543
|
|
|
$
|
88,955
|
|
|
$
|
39,588
|
|
|
$
|
129,641
|
|
|
$
|
84,064
|
|
|
$
|
45,577
|
|
Indefinite-Lived Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Franchise agreements
|
|
|
$
|
496,321
|
|
|
|
|
|
|
|
|
$
|
496,321
|
|
|
|
|
|
|
|
||||
Wireless licenses
|
|
|
22,150
|
|
|
|
|
|
|
|
|
22,150
|
|
|
|
|
|
|
|
||||||
Licensure and accreditation
|
|
|
7,171
|
|
|
|
|
|
|
|
|
7,371
|
|
|
|
|
|
|
|
||||||
Other
|
|
|
15,636
|
|
|
|
|
|
|
|
|
13,886
|
|
|
|
|
|
|
|
||||||
|
|
|
$
|
541,278
|
|
|
|
|
|
|
|
|
$
|
539,728
|
|
|
|
|
|
|
|
9.
|
INCOME TAXES
|
|
Year Ended December 31
|
||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
U.S.
|
$
|
287,221
|
|
|
$
|
137,743
|
|
|
$
|
243,913
|
|
Non-U.S.
|
14,005
|
|
|
17,516
|
|
|
11,875
|
|
|||
|
$
|
301,226
|
|
|
$
|
155,259
|
|
|
$
|
255,788
|
|
(in thousands)
|
Current
|
|
Deferred
|
|
Total
|
||||||
Year Ended December 31, 2013
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
78,375
|
|
|
$
|
22,438
|
|
|
$
|
100,813
|
|
State and Local
|
10,514
|
|
|
(9,808
|
)
|
|
706
|
|
|||
Non-U.S.
|
10,051
|
|
|
(1,570
|
)
|
|
8,481
|
|
|||
|
$
|
98,940
|
|
|
$
|
11,060
|
|
|
$
|
110,000
|
|
Year Ended December 31, 2012
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
111,024
|
|
|
$
|
(48,685
|
)
|
|
$
|
62,339
|
|
State and Local
|
14,062
|
|
|
(5,135
|
)
|
|
8,927
|
|
|||
Non-U.S.
|
12,631
|
|
|
(697
|
)
|
|
11,934
|
|
|||
|
$
|
137,717
|
|
|
$
|
(54,517
|
)
|
|
$
|
83,200
|
|
Year Ended December 31, 2011
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
42,950
|
|
|
$
|
26,732
|
|
|
$
|
69,682
|
|
State and Local
|
15,937
|
|
|
10,475
|
|
|
26,412
|
|
|||
Non-U.S.
|
9,129
|
|
|
(823
|
)
|
|
8,306
|
|
|||
|
$
|
68,016
|
|
|
$
|
36,384
|
|
|
$
|
104,400
|
|
|
Year Ended December 31
|
||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
U.S. Federal taxes at statutory rate
|
$
|
105,429
|
|
|
$
|
54,341
|
|
|
$
|
89,526
|
|
State and local taxes, net of U.S. Federal tax
|
3,097
|
|
|
9,247
|
|
|
4,143
|
|
|||
Valuation allowances against state tax benefits, net of U.S. Federal tax
|
(2,638
|
)
|
|
(3,443
|
)
|
|
9,748
|
|
|||
Tax provided on non-U.S. subsidiary earnings and distributions at more (less) than the
|
|
|
|
|
|
||||||
expected U.S. Federal statutory tax rate
|
694
|
|
|
(7,320
|
)
|
|
(6,882
|
)
|
|||
Valuation allowances against non-U.S. income tax benefits
|
7,233
|
|
|
15,966
|
|
|
8,072
|
|
|||
Goodwill impairment
|
—
|
|
|
12,776
|
|
|
—
|
|
|||
U.S. Federal Manufacturing Deduction tax (benefit) expense
|
(5,218
|
)
|
|
(3,323
|
)
|
|
1,365
|
|
|||
Other, net
|
1,403
|
|
|
4,956
|
|
|
(1,572
|
)
|
|||
Provision for Income Taxes
|
$
|
110,000
|
|
|
$
|
83,200
|
|
|
$
|
104,400
|
|
|
As of December 31
|
||||||
(in thousands)
|
2013
|
|
2012
|
||||
Accrued postretirement benefits
|
$
|
15,408
|
|
|
$
|
25,287
|
|
Other benefit obligations
|
101,923
|
|
|
123,306
|
|
||
Accounts receivable
|
24,911
|
|
|
31,073
|
|
||
State income tax loss carryforwards
|
30,036
|
|
|
34,578
|
|
||
U.S. Federal income tax loss carryforwards
|
2,613
|
|
|
2,857
|
|
||
U.S. Federal capital loss carryforwards
|
—
|
|
|
10,837
|
|
||
U.S. Federal foreign income tax credit carryforwards
|
8,265
|
|
|
6,781
|
|
||
Non-U.S. income tax loss carryforwards
|
32,600
|
|
|
27,039
|
|
||
Other
|
61,753
|
|
|
58,133
|
|
||
Deferred Tax Assets
|
277,509
|
|
|
319,891
|
|
||
Valuation allowances
|
(72,767
|
)
|
|
(78,109
|
)
|
||
Deferred Tax Assets, Net
|
$
|
204,742
|
|
|
$
|
241,782
|
|
Property, plant and equipment
|
134,627
|
|
|
175,025
|
|
||
Prepaid pension cost
|
497,727
|
|
|
241,846
|
|
||
Unrealized gain on available-for-sale securities
|
115,785
|
|
|
73,712
|
|
||
Goodwill and other intangible assets
|
293,749
|
|
|
276,652
|
|
||
Deferred Tax Liabilities
|
$
|
1,041,888
|
|
|
$
|
767,235
|
|
Deferred Income Tax Liabilities, Net
|
$
|
837,146
|
|
|
$
|
525,453
|
|
(in thousands)
|
Balance at Beginning of Period
|
|
Tax Expense and Revaluation
|
|
Deductions
|
|
Balance at End of Period
|
|||||||
Year ended
|
|
|
|
|
|
|
|
|||||||
December 31, 2013
|
$
|
78,109
|
|
|
$
|
(5,342
|
)
|
|
—
|
|
|
$
|
72,767
|
|
December 31, 2012
|
$
|
59,179
|
|
|
$
|
18,930
|
|
|
—
|
|
|
$
|
78,109
|
|
December 31, 2011
|
$
|
41,359
|
|
|
$
|
17,820
|
|
|
—
|
|
|
$
|
59,179
|
|
10.
|
DEBT
|
|
As of December 31
|
||||||
(in thousands)
|
2013
|
|
2012
|
||||
7.25% unsecured notes due February 1, 2019
|
$
|
397,893
|
|
|
$
|
397,479
|
|
USD Revolving credit borrowing
|
—
|
|
|
240,121
|
|
||
AUD Revolving credit borrowing
|
44,625
|
|
|
51,915
|
|
||
Other indebtedness
|
8,258
|
|
|
7,196
|
|
||
Total Debt
|
450,776
|
|
|
696,711
|
|
||
Less: current portion
|
(3,168
|
)
|
|
(243,327
|
)
|
||
Total Long-Term Debt
|
$
|
447,608
|
|
|
$
|
453,384
|
|
11.
|
FAIR VALUE MEASUREMENTS
|
|
As of December 31, 2013
|
||||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Assets
|
|
|
|
|
|
||||||
Money market investments
(1)
|
$
|
—
|
|
|
$
|
431,836
|
|
|
$
|
431,836
|
|
Marketable equity securities
(2)
|
487,156
|
|
|
—
|
|
|
487,156
|
|
|||
Other current investments
(3)
|
11,826
|
|
|
23,336
|
|
|
35,162
|
|
|||
Total Financial Assets
|
$
|
498,982
|
|
|
$
|
455,172
|
|
|
$
|
954,154
|
|
Liabilities
|
|
|
|
|
|
||||||
Deferred compensation plan liabilities
(4)
|
$
|
—
|
|
|
$
|
67,603
|
|
|
$
|
67,603
|
|
7.25% unsecured notes
(5)
|
—
|
|
|
475,224
|
|
|
475,224
|
|
|||
AUD revolving credit borrowing
(5)
|
—
|
|
|
44,625
|
|
|
44,625
|
|
|||
Interest rate swap
(6)
|
—
|
|
|
1,047
|
|
|
1,047
|
|
|||
Total Financial Liabilities
|
$
|
—
|
|
|
$
|
588,499
|
|
|
$
|
588,499
|
|
(1)
|
The Company’s money market investments are included in cash, cash equivalents and restricted cash.
|
(2)
|
The Company’s investments in marketable equity securities are classified as available-for-sale.
|
(3)
|
Includes U.S. Government Securities, corporate bonds, mutual funds and time deposits (with original maturities greater than 90 days, but less than one year).
|
(4)
|
Includes Graham Holdings Company’s Deferred Compensation Plan and supplemental savings plan benefits under the Graham Holdings Company’s Supplemental Executive Retirement Plan, which are included in accrued compensation and related benefits.
|
(5)
|
See Note 10 for carrying amount of these notes and borrowing.
|
(6)
|
Included in Other liabilities. The Company utilized a market approach model using the notional amount of the interest rate swap multiplied by the observable inputs of time to maturity and market interest rates.
|
|
As of December 31, 2012
|
||||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Assets
|
|
|
|
|
|
||||||
Money market investments (1)
|
$
|
—
|
|
|
$
|
432,670
|
|
|
$
|
432,670
|
|
Marketable equity securities (2)
|
380,087
|
|
|
—
|
|
|
380,087
|
|
|||
Other current investments (3)
|
14,134
|
|
|
24,717
|
|
|
38,851
|
|
|||
Total Financial Assets
|
$
|
394,221
|
|
|
$
|
457,387
|
|
|
$
|
851,608
|
|
Liabilities
|
|
|
|
|
|
||||||
Deferred compensation plan liabilities (4)
|
$
|
—
|
|
|
$
|
62,297
|
|
|
$
|
62,297
|
|
7.25% unsecured notes (5)
|
—
|
|
|
481,424
|
|
|
481,424
|
|
|||
AUD revolving credit borrowing (5)
|
—
|
|
|
51,915
|
|
|
51,915
|
|
|||
Interest rate swap (6)
|
—
|
|
|
1,567
|
|
|
1,567
|
|
|||
Total Financial Liabilities
|
$
|
—
|
|
|
$
|
597,203
|
|
|
$
|
597,203
|
|
(1)
|
The Company’s money market investments are included in cash, cash equivalents and restricted cash.
|
(2)
|
The Company’s investments in marketable equity securities are classified as available-for-sale.
|
(3)
|
Includes U.S. Government Securities, corporate bonds, mutual funds and time deposits (with original maturities greater than 90 days, but less than one year).
|
(4)
|
Includes Graham Holdings Company’s Deferred Compensation Plan and supplemental savings plan benefits under the Graham Holdings Company’s Supplemental Executive Retirement Plan, which are included in accrued compensation and related benefits.
|
(5)
|
See Note 10 for carrying amount of these notes and borrowing.
|
(6)
|
Included in Other liabilities. The Company utilized a market approach model using the notional amount of the interest rate swap multiplied by the observable inputs of time to maturity and market interest rates.
|
12.
|
REDEEMABLE PREFERRED STOCK
|
13.
|
CAPITAL STOCK, STOCK AWARDS AND STOCK OPTIONS
|
|
Year Ended December 31
|
|||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
Number of Shares
|
|
Average Grant-Date Fair Value
|
|
Number of Shares
|
|
Average Grant-Date Fair Value
|
|
Number of Shares
|
|
Average Grant-Date Fair Value
|
|||||||||
Beginning of year, unvested
|
207,917
|
|
|
$
|
350.21
|
|
|
77,319
|
|
|
$
|
424.45
|
|
|
48,359
|
|
|
$
|
498.95
|
|
Awarded
|
70,165
|
|
|
562.29
|
|
|
145,348
|
|
|
321.56
|
|
|
44,030
|
|
|
432.09
|
|
|||
Vested
|
(71,585
|
)
|
|
515.09
|
|
|
(7,134
|
)
|
|
499.06
|
|
|
(13,132
|
)
|
|
722.67
|
|
|||
Forfeited
|
(92,018
|
)
|
|
300.86
|
|
|
(7,616
|
)
|
|
417.79
|
|
|
(1,938
|
)
|
|
436.31
|
|
|||
End of Year, Unvested
|
114,479
|
|
|
424.65
|
|
|
207,917
|
|
|
350.21
|
|
|
77,319
|
|
|
424.45
|
|
|
Year Ended December 31
|
|||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
Number of Shares
|
|
Average Option Price
|
|
Number of Shares
|
|
Average Option Price
|
|
Number of Shares
|
|
Average Option Price
|
|||||||||
Beginning of year
|
125,694
|
|
|
$
|
478.32
|
|
|
129,044
|
|
|
$
|
494.95
|
|
|
87,919
|
|
|
$
|
495.05
|
|
Granted
|
15,000
|
|
|
373.03
|
|
|
7,500
|
|
|
378.00
|
|
|
51,000
|
|
|
499.45
|
|
|||
Exercised
|
(14,500
|
)
|
|
391.83
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Expired or forfeited
|
(4,500
|
)
|
|
637.53
|
|
|
(10,850
|
)
|
|
605.82
|
|
|
(9,875
|
)
|
|
519.04
|
|
|||
End of Year
|
121,694
|
|
|
469.76
|
|
|
125,694
|
|
|
478.32
|
|
|
129,044
|
|
|
494.95
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||
Range of Exercise Prices
|
|
Shares Outstanding at 12/31/2013
|
|
Weighted
Average
Remaining
Contractual
Life (years)
|
|
Weighted
Average Exercise Price |
|
Shares Exercisable at 12/31/2013
|
|
Weighted
Average Remaining Contractual Life (years) |
|
Weighted
Average Exercise Price |
||||||
$369-396
|
|
44,000
|
|
|
7.6
|
|
$
|
380.96
|
|
|
20,500
|
|
|
6.3
|
|
$
|
384.82
|
|
419-439
|
|
17,694
|
|
|
5.4
|
|
421.75
|
|
|
17,694
|
|
|
5.4
|
|
421.75
|
|
||
503
|
|
50,000
|
|
|
7.2
|
|
502.58
|
|
|
25,000
|
|
|
7.2
|
|
502.58
|
|
||
652
|
|
2,000
|
|
|
4.4
|
|
651.91
|
|
|
2,000
|
|
|
4.4
|
|
651.91
|
|
||
730
|
|
5,000
|
|
|
2.9
|
|
729.67
|
|
|
5,000
|
|
|
2.9
|
|
729.67
|
|
||
954
|
|
3,000
|
|
|
1.0
|
|
953.50
|
|
|
3,000
|
|
|
1.0
|
|
953.50
|
|
||
|
|
121,694
|
|
|
6.7
|
|
469.76
|
|
|
73,194
|
|
|
5.9
|
|
488.13
|
|
|
2013
|
|
2012
|
|
2011
|
Expected life (years)
|
7
|
|
7
|
|
7
|
Interest rate
|
1.31%
|
|
1.04%–1.27%
|
|
1.49%–2.85%
|
Volatility
|
31.80%
|
|
31.71%–31.80%
|
|
30.35%–31.24%
|
Dividend yield
|
2.63%
|
|
2.54%–2.60%
|
|
2.11%–2.74%
|
|
Year Ended December 31
|
||||||||||
(in thousands, except per share amounts)
|
2013
|
|
2012
|
|
2011
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Numerator for basic earnings per share:
|
|
|
|
|
|
||||||
Income from continuing operations attributable to Graham Holdings Company common stockholders
|
$
|
189,891
|
|
|
$
|
71,090
|
|
|
$
|
150,464
|
|
Less: Dividends paid-common stock outstanding and unvested restricted shares
|
—
|
|
|
(146,432
|
)
|
|
(74,575
|
)
|
|||
Undistributed earnings (losses)
|
189,891
|
|
|
(75,342
|
)
|
|
75,889
|
|
|||
Percent allocated to common stockholders
(1)
|
98.45
|
%
|
|
100.00
|
%
|
|
98.98
|
%
|
|||
|
186,948
|
|
|
(75,342
|
)
|
|
75,115
|
|
|||
Add: Dividends paid-common stock outstanding
|
—
|
|
|
143,175
|
|
|
73,831
|
|
|||
Numerator for basic earnings per share
|
186,948
|
|
|
67,833
|
|
|
148,946
|
|
|||
Add: Additional undistributed earnings due to dilutive stock options
|
5
|
|
|
—
|
|
|
—
|
|
|||
Numerator for diluted earnings per share
|
$
|
186,953
|
|
|
$
|
67,833
|
|
|
$
|
148,946
|
|
Denominator:
|
|
|
|
|
|
||||||
Denominator for basic earnings per share:
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
7,238
|
|
|
7,360
|
|
|
7,826
|
|
|||
Add: Effect of dilutive stock options
|
12
|
|
|
—
|
|
|
—
|
|
|||
Denominator for diluted earnings per share
|
7,250
|
|
|
7,360
|
|
|
7,826
|
|
|||
Graham Holdings Company Common Stockholders:
|
|
|
|
|
|
|
|
|
|||
Basic earnings per share from continuing operations
|
$
|
25.83
|
|
|
$
|
9.22
|
|
|
$
|
19.03
|
|
Diluted earnings per share from continuing operations
|
$
|
25.78
|
|
|
$
|
9.22
|
|
|
$
|
19.03
|
|
(1)
|
Percent of undistributed losses allocated to common stockholders is 100% in 2012 as participating securities are not contractually obligated to share in losses.
|
|
Year Ended December 31
|
|||||||
(in thousands)
|
2013
|
|
2012
|
|
2011
|
|||
Weighted average restricted stock
|
83
|
|
|
44
|
|
|
79
|
|
14.
|
PENSIONS AND OTHER POSTRETIREMENT PLANS
|
|
Pension Plans
|
||||||
|
As of December 31
|
||||||
(in thousands)
|
2013
|
|
2012
|
||||
Change in Benefit Obligation
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
1,466,322
|
|
|
$
|
1,279,315
|
|
Service cost
|
46,115
|
|
|
40,344
|
|
||
Interest cost
|
55,821
|
|
|
59,124
|
|
||
Amendments
|
22,700
|
|
|
8,508
|
|
||
Actuarial (gain) loss
|
(156,385
|
)
|
|
144,286
|
|
||
Benefits paid
|
(81,162
|
)
|
|
(65,255
|
)
|
||
Curtailment
|
(55,690
|
)
|
|
—
|
|
||
Settlement
|
(171,377
|
)
|
|
—
|
|
||
Benefit Obligation at End of Year
|
$
|
1,126,344
|
|
|
$
|
1,466,322
|
|
Change in Plan Assets
|
|
|
|
||||
Fair value of assets at beginning of year
|
$
|
2,071,145
|
|
|
$
|
1,816,577
|
|
Actual return on plan assets
|
699,518
|
|
|
319,823
|
|
||
Benefits paid
|
(81,162
|
)
|
|
(65,255
|
)
|
||
Settlement
|
(317,652
|
)
|
|
—
|
|
||
Fair Value of Assets at End of Year
|
$
|
2,371,849
|
|
|
$
|
2,071,145
|
|
Funded Status
|
$
|
1,245,505
|
|
|
$
|
604,823
|
|
|
SERP
|
||||||
|
As of December 31
|
||||||
(in thousands)
|
2013
|
|
2012
|
||||
Change in Benefit Obligation
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
104,062
|
|
|
$
|
92,863
|
|
Service cost
|
1,612
|
|
|
1,467
|
|
||
Interest cost
|
4,148
|
|
|
4,241
|
|
||
Actuarial (gain) loss
|
(9,180
|
)
|
|
8,428
|
|
||
Benefits paid and other
|
(4,101
|
)
|
|
(2,937
|
)
|
||
Curtailment
|
(2,059
|
)
|
|
—
|
|
||
Settlement
|
(3,313
|
)
|
|
—
|
|
||
Benefit Obligation at End of Year
|
$
|
91,169
|
|
|
$
|
104,062
|
|
Change in Plan Assets
|
|
|
|
||||
Fair value of assets at beginning of year
|
$
|
—
|
|
|
$
|
—
|
|
Employer contributions and other
|
4,101
|
|
|
3,681
|
|
||
Benefits paid
|
(4,101
|
)
|
|
(3,681
|
)
|
||
Fair Value of Assets at End of Year
|
$
|
—
|
|
|
$
|
—
|
|
Funded Status
|
$
|
(91,169
|
)
|
|
$
|
(104,062
|
)
|
|
Pension Plans
|
|
SERP
|
||||||||||||
|
As of December 31
|
|
As of December 31
|
||||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Noncurrent asset
|
$
|
1,245,505
|
|
|
$
|
604,823
|
|
|
—
|
|
|
—
|
|
||
Current liability
|
—
|
|
|
—
|
|
|
(4,251
|
)
|
|
(4,368
|
)
|
||||
Noncurrent liability
|
—
|
|
|
—
|
|
|
(86,918
|
)
|
|
(99,694
|
)
|
||||
Recognized Asset (Liability)
|
$
|
1,245,505
|
|
|
$
|
604,823
|
|
|
$
|
(91,169
|
)
|
|
$
|
(104,062
|
)
|
|
Pension Plans
|
|
SERP
|
||||||||
|
As of December 31
|
|
As of December 31
|
||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Discount rate
|
4.8
|
%
|
|
4.0
|
%
|
|
4.8
|
%
|
|
4.0
|
%
|
Rate of compensation increase
|
4.0
|
%
|
|
4.0
|
%
|
|
4.0
|
%
|
|
4.0
|
%
|
(in thousands)
|
Pension Plans
|
|
SERP
|
||||
2014
|
$
|
79,012
|
|
|
$
|
5,010
|
|
2015
|
$
|
76,105
|
|
|
$
|
5,098
|
|
2016
|
$
|
74,913
|
|
|
$
|
5,426
|
|
2017
|
$
|
74,794
|
|
|
$
|
5,592
|
|
2018
|
$
|
75,357
|
|
|
$
|
5,879
|
|
2019-2023
|
$
|
385,612
|
|
|
$
|
31,610
|
|
|
Pension Plans
|
||||||||||
|
Year Ended December 31
|
||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Service cost
|
$
|
46,115
|
|
|
40,344
|
|
|
$
|
27,619
|
|
|
Interest cost
|
55,821
|
|
|
59,124
|
|
|
60,033
|
|
|||
Expected return on assets
|
(105,574
|
)
|
|
(96,132
|
)
|
|
(95,983
|
)
|
|||
Amortization of prior service cost
|
2,809
|
|
|
3,695
|
|
|
3,605
|
|
|||
Recognized actuarial loss
|
2,756
|
|
|
9,013
|
|
|
—
|
|
|||
Net Periodic Cost (Benefit) for the Year
|
1,927
|
|
|
16,044
|
|
|
(4,726
|
)
|
|||
Curtailment
|
(43,930
|
)
|
|
—
|
|
|
—
|
|
|||
Settlement
|
39,995
|
|
|
—
|
|
|
—
|
|
|||
Early retirement programs and special separation benefit expense
|
22,700
|
|
|
8,508
|
|
|
634
|
|
|||
Total Cost (Benefit) for the Year
|
$
|
20,692
|
|
|
$
|
24,552
|
|
|
$
|
(4,092
|
)
|
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income
|
|
|
|
|
|
||||||
Current year actuarial (gain) loss
|
$
|
(750,328
|
)
|
|
$
|
(79,405
|
)
|
|
$
|
7,046
|
|
Amortization of prior service cost
|
(2,809
|
)
|
|
(3,695
|
)
|
|
(1,463
|
)
|
|||
Recognized net actuarial loss
|
(2,756
|
)
|
|
(9,013
|
)
|
|
—
|
|
|||
Curtailment and Settlement
|
94,520
|
|
|
—
|
|
|
—
|
|
|||
Total Recognized in Other Comprehensive Income (Before Tax Effects)
|
$
|
(661,373
|
)
|
|
$
|
(92,113
|
)
|
|
$
|
5,583
|
|
Total Recognized in Total Cost (Benefit) and Other Comprehensive Income (Before Tax Effects)
|
$
|
(640,681
|
)
|
|
$
|
(67,561
|
)
|
|
$
|
1,491
|
|
|
SERP
|
||||||||||
|
Year Ended December 31
|
||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Service cost
|
$
|
1,612
|
|
|
$
|
1,467
|
|
|
$
|
1,655
|
|
Interest cost
|
4,148
|
|
|
4,241
|
|
|
4,342
|
|
|||
Plan amendment
|
—
|
|
|
—
|
|
|
369
|
|
|||
Amortization of prior service cost
|
55
|
|
|
54
|
|
|
260
|
|
|||
Recognized actuarial loss
|
2,481
|
|
|
1,833
|
|
|
1,411
|
|
|||
Net Periodic Cost for the Year
|
8,296
|
|
|
7,595
|
|
|
8,037
|
|
|||
Settlement
|
(2,575
|
)
|
|
—
|
|
|
—
|
|
|||
Total Cost for the Year
|
$
|
5,721
|
|
|
$
|
7,595
|
|
|
$
|
8,037
|
|
Other Changes in Benefit Obligations Recognized in Other Comprehensive Income
|
|
|
|
|
|
||||||
Current year actuarial (gain) loss
|
$
|
(9,180
|
)
|
|
$
|
8,428
|
|
|
$
|
9,059
|
|
Amortization of prior service cost
|
(55
|
)
|
|
(54
|
)
|
|
(260
|
)
|
|||
Recognized net actuarial loss
|
(2,481
|
)
|
|
(1,833
|
)
|
|
(1,411
|
)
|
|||
Curtailment and Settlement
|
(2,798
|
)
|
|
—
|
|
|
—
|
|
|||
Other adjustments
|
—
|
|
|
745
|
|
|
—
|
|
|||
Total Recognized in Other Comprehensive Income (Before Tax Effects)
|
$
|
(14,514
|
)
|
|
$
|
7,286
|
|
|
$
|
7,388
|
|
Total Recognized in Total Cost and Other Comprehensive Income (Before Tax Effects)
|
$
|
(8,793
|
)
|
|
$
|
14,881
|
|
|
$
|
15,425
|
|
|
Pension Plans
|
|
SERP
|
||||||||||||||
|
Year Ended December 31
|
|
Year Ended December 31
|
||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||
Discount rate
|
4.0
|
%
|
|
4.7
|
%
|
|
5.6
|
%
|
|
4.0
|
%
|
|
4.7
|
%
|
|
5.6
|
%
|
Expected return on plan assets
|
6.5
|
%
|
|
6.5
|
%
|
|
6.5
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
Rate of compensation increase
|
4.0
|
%
|
|
4.0
|
%
|
|
4.0
|
%
|
|
4.0
|
%
|
|
4.0
|
%
|
|
4.0
|
%
|
|
Pension Plans
|
|
SERP
|
||||||||||||
|
As of December 31
|
|
As of December 31
|
||||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Unrecognized actuarial (gain) loss
|
$
|
(840,273
|
)
|
|
$
|
(193,469
|
)
|
|
$
|
19,266
|
|
|
33,725
|
|
|
Unrecognized prior service cost
|
1,362
|
|
|
15,931
|
|
|
136
|
|
|
191
|
|
||||
Gross Amount
|
(838,911
|
)
|
|
(177,538
|
)
|
|
19,402
|
|
|
33,916
|
|
||||
Deferred tax liability (asset)
|
335,564
|
|
|
71,015
|
|
|
(7,761
|
)
|
|
(13,566
|
)
|
||||
Net Amount
|
$
|
(503,347
|
)
|
|
$
|
(106,523
|
)
|
|
$
|
11,641
|
|
|
$
|
20,350
|
|
|
2014
|
||||||
(in thousands)
|
Pension Plans
|
|
SERP
|
||||
Actuarial (gain) loss recognition
|
$
|
(28,154
|
)
|
|
$
|
1,313
|
|
Prior service cost recognition
|
$
|
329
|
|
|
$
|
47
|
|
|
As of December 31
|
||||
|
2013
|
|
2012
|
||
U.S. equities
|
58
|
%
|
|
64
|
%
|
U.S. fixed income
|
12
|
%
|
|
13
|
%
|
International equities
|
30
|
%
|
|
23
|
%
|
|
100
|
%
|
|
100
|
%
|
|
As of December 31, 2013
|
||||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Cash equivalents and other short-term investments
|
$
|
196,757
|
|
|
$
|
84,706
|
|
|
$
|
281,463
|
|
Equity securities
|
|
|
|
|
|
||||||
U.S. equities
|
1,383,738
|
|
|
—
|
|
|
1,383,738
|
|
|||
International equities
|
699,649
|
|
|
—
|
|
|
699,649
|
|
|||
Fixed-income securities
|
|
|
|
|
|
||||||
Corporate debt securities
|
—
|
|
|
5,147
|
|
|
5,147
|
|
|||
Total Investments
|
$
|
2,280,144
|
|
|
$
|
89,853
|
|
|
$
|
2,369,997
|
|
Receivables
|
|
|
|
|
1,852
|
|
|||||
Total
|
|
|
|
|
$
|
2,371,849
|
|
|
As of December 31, 2012
|
||||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Cash equivalents and other short-term investments
|
$
|
195,389
|
|
|
$
|
62,922
|
|
|
$
|
258,311
|
|
Equity securities
|
|
|
|
|
|
||||||
U.S. equities
|
1,315,378
|
|
|
—
|
|
|
1,315,378
|
|
|||
International equities
|
482,431
|
|
|
—
|
|
|
482,431
|
|
|||
Fixed-income securities
|
|
|
|
|
|
||||||
Corporate debt securities
|
—
|
|
|
6,054
|
|
|
6,054
|
|
|||
Other fixed income
|
2,501
|
|
|
313
|
|
|
2,814
|
|
|||
Total Investments
|
$
|
1,995,699
|
|
|
$
|
69,289
|
|
|
$
|
2,064,988
|
|
Receivables
|
|
|
|
|
6,157
|
|
|||||
Total
|
|
|
|
|
$
|
2,071,145
|
|
|
Postretirement Plans
|
||||||
|
As of December 31
|
||||||
(in thousands)
|
2013
|
|
2012
|
||||
Change in Benefit Obligation
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
63,868
|
|
|
$
|
72,412
|
|
Service cost
|
2,488
|
|
|
3,113
|
|
||
Interest cost
|
1,848
|
|
|
2,735
|
|
||
Actuarial gain
|
(3,298
|
)
|
|
(11,493
|
)
|
||
Curtailment
|
(21,221
|
)
|
|
438
|
|
||
Benefits paid, net of Medicare subsidy
|
(3,671
|
)
|
|
(3,337
|
)
|
||
Benefit Obligation at End of Year
|
$
|
40,014
|
|
|
$
|
63,868
|
|
Change in Plan Assets
|
|
|
|
||||
Fair value of assets at beginning of year
|
$
|
—
|
|
|
$
|
—
|
|
Employer contributions
|
3,671
|
|
|
3,337
|
|
||
Benefits paid, net of Medicare subsidy
|
(3,671
|
)
|
|
(3,337
|
)
|
||
Fair Value of Assets at End of Year
|
$
|
—
|
|
|
$
|
—
|
|
Funded Status
|
$
|
(40,014
|
)
|
|
$
|
(63,868
|
)
|
|
1%
|
|
1%
|
||||
(in thousands)
|
Increase
|
|
Decrease
|
||||
Benefit obligation at end of year
|
$
|
2,322
|
|
|
$
|
(2,123
|
)
|
Service cost plus interest cost
|
$
|
284
|
|
|
$
|
(252
|
)
|
(in thousands)
|
Postretirement
Plans
|
||
2014
|
$
|
3,795
|
|
2015
|
$
|
3,819
|
|
2016
|
$
|
3,866
|
|
2017
|
$
|
3,846
|
|
2018
|
$
|
3,784
|
|
2019-2023
|
$
|
18,195
|
|
|
Postretirement Plans
|
||||||||||
|
Year Ended December 31
|
||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Service cost
|
$
|
2,488
|
|
|
$
|
3,113
|
|
|
$
|
2,872
|
|
Interest cost
|
1,848
|
|
|
2,735
|
|
|
3,063
|
|
|||
Amortization of prior service credit
|
(4,247
|
)
|
|
(5,608
|
)
|
|
(5,650
|
)
|
|||
Recognized actuarial gain
|
(2,141
|
)
|
|
(1,478
|
)
|
|
(1,921
|
)
|
|||
Net Periodic Benefit
|
(2,052
|
)
|
|
(1,238
|
)
|
|
(1,636
|
)
|
|||
Curtailment
|
(41,623
|
)
|
|
438
|
|
|
—
|
|
|||
Settlement
|
(11,927
|
)
|
|
—
|
|
|
—
|
|
|||
Total Benefit for the Year
|
$
|
(55,602
|
)
|
|
$
|
(800
|
)
|
|
$
|
(1,636
|
)
|
Other Changes in Benefit Obligations Recognized in Other Comprehensive Income
|
|
|
|
|
|
||||||
Current year actuarial gain
|
$
|
(3,298
|
)
|
|
$
|
(11,493
|
)
|
|
$
|
(55
|
)
|
Amortization of prior service credit
|
4,247
|
|
|
5,608
|
|
|
5,650
|
|
|||
Recognized actuarial gain
|
2,141
|
|
|
1,478
|
|
|
1,921
|
|
|||
Curtailment and settlement
|
32,329
|
|
|
—
|
|
|
—
|
|
|||
Total Recognized in Other Comprehensive Income (Before Tax Effects)
|
$
|
35,419
|
|
|
$
|
(4,407
|
)
|
|
$
|
7,516
|
|
Total Recognized in (Benefit) Cost and Other Comprehensive Income (Before Tax Effect)
|
$
|
(20,183
|
)
|
|
$
|
(5,207
|
)
|
|
$
|
5,880
|
|
|
As of December 31
|
||||||
(in thousands)
|
2013
|
|
2012
|
||||
Unrecognized actuarial gain
|
$
|
(13,928
|
)
|
|
$
|
(25,525
|
)
|
Unrecognized prior service credit
|
(2,306
|
)
|
|
(26,128
|
)
|
||
Gross Amount
|
(16,234
|
)
|
|
(51,653
|
)
|
||
Deferred tax liability
|
6,494
|
|
|
20,661
|
|
||
Net Amount
|
$
|
(9,740
|
)
|
|
$
|
(30,992
|
)
|
(in thousands)
|
2014
|
||
Actuarial gain recognition
|
$
|
(2,076
|
)
|
Prior service credit recognition
|
$
|
(783
|
)
|
15.
|
OTHER NON-OPERATING (EXPENSE) INCOME
|
|
Year Ended December 31
|
||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Foreign currency (losses) gains, net
|
$
|
(13,382
|
)
|
|
$
|
3,132
|
|
|
$
|
(3,263
|
)
|
Impairment write-down on a marketable equity security
|
(10,438
|
)
|
|
(17,998
|
)
|
|
(53,793
|
)
|
|||
(Losses) gains on sales or write-downs of cost method investments, net
|
(1,761
|
)
|
|
6,639
|
|
|
419
|
|
|||
Other, net
|
1,830
|
|
|
2,771
|
|
|
1,437
|
|
|||
Total Other Non-Operating (Expense) Income
|
$
|
(23,751
|
)
|
|
$
|
(5,456
|
)
|
|
$
|
(55,200
|
)
|
16.
|
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
|
|
Year Ended December 31, 2013
|
||||||||||
|
Before-Tax
|
|
Income
|
|
After-Tax
|
||||||
(in thousands)
|
Amount
|
|
Tax
|
|
Amount
|
||||||
Foreign currency translation adjustments:
|
|
|
|
|
|
||||||
Translation adjustments arising during the year
|
$
|
(1,059
|
)
|
|
—
|
|
|
$
|
(1,059
|
)
|
|
Unrealized gains on available-for-sale securities:
|
|
|
|
|
|
||||||
Unrealized gains for the year
|
95,629
|
|
|
(38,251
|
)
|
|
57,378
|
|
|||
Reclassification adjustment for write-down on available-for-sale securities, net of gain, included in net income
|
9,554
|
|
|
(3,822
|
)
|
|
5,732
|
|
|||
|
105,183
|
|
|
(42,073
|
)
|
|
63,110
|
|
|||
Pension and other postretirement plans:
|
|
|
|
|
|
||||||
Actuarial gain
|
762,806
|
|
|
(305,123
|
)
|
|
457,683
|
|
|||
Amortization of net actuarial loss included in net income
|
3,096
|
|
|
(1,238
|
)
|
|
1,858
|
|
|||
Amortization of net prior service credit included in net income
|
(1,383
|
)
|
|
553
|
|
|
(830
|
)
|
|||
Curtailments and settlements
|
(124,051
|
)
|
|
49,617
|
|
|
(74,434
|
)
|
|||
|
640,468
|
|
|
(256,191
|
)
|
|
384,277
|
|
|||
Cash flow hedge:
|
|
|
|
|
|
||||||
Gain for the year
|
520
|
|
|
(208
|
)
|
|
312
|
|
|||
Other Comprehensive Income
|
$
|
745,112
|
|
|
$
|
(298,472
|
)
|
|
$
|
446,640
|
|
|
Year Ended December 31, 2012
|
||||||||||
|
Before-Tax
|
|
Income
|
|
After-Tax
|
||||||
(in thousands)
|
Amount
|
|
Tax
|
|
Amount
|
||||||
Foreign currency translation adjustments:
|
|
|
|
|
|
||||||
Translation adjustments arising during the year
|
$
|
5,622
|
|
|
—
|
|
|
$
|
5,622
|
|
|
Adjustment for sales of businesses with foreign operations
|
(888
|
)
|
|
—
|
|
|
(888
|
)
|
|||
|
4,734
|
|
|
—
|
|
|
4,734
|
|
|||
Unrealized gains on available-for-sale securities:
|
|
|
|
|
|
||||||
Unrealized gains for the year
|
33,098
|
|
|
(13,239
|
)
|
|
19,859
|
|
|||
Reclassification adjustment for write-down on available-for-sale securities, net of gain, included in net income
|
17,226
|
|
|
(6,890
|
)
|
|
10,336
|
|
|||
|
50,324
|
|
|
(20,129
|
)
|
|
30,195
|
|
|||
Pension and other postretirement plans:
|
|
|
|
|
|
||||||
Actuarial gain
|
82,470
|
|
|
(32,987
|
)
|
|
49,483
|
|
|||
Amortization of net actuarial loss included in net income
|
9,368
|
|
|
(3,746
|
)
|
|
5,622
|
|
|||
Amortization of net prior service credit included in net income
|
(1,859
|
)
|
|
744
|
|
|
(1,115
|
)
|
|||
Other adjustments
|
(745
|
)
|
|
299
|
|
|
(446
|
)
|
|||
|
89,234
|
|
|
(35,690
|
)
|
|
53,544
|
|
|||
Cash flow hedge:
|
|
|
|
|
|
||||||
Loss for the year
|
(1,581
|
)
|
|
633
|
|
|
(948
|
)
|
|||
Other Comprehensive Income
|
$
|
142,711
|
|
|
$
|
(55,186
|
)
|
|
$
|
87,525
|
|
|
Year Ended December 31, 2011
|
||||||||||
|
Before-Tax
|
|
Income
|
|
After-Tax
|
||||||
(in thousands)
|
Amount
|
|
Tax
|
|
Amount
|
||||||
Foreign currency translation adjustments:
|
|
|
|
|
|
||||||
Translation adjustments arising during the year
|
$
|
(21,375
|
)
|
|
5,107
|
|
|
$
|
(16,268
|
)
|
|
Unrealized gains on available-for-sale securities:
|
|
|
|
|
|
||||||
Unrealized losses for the year
|
(37,708
|
)
|
|
15,084
|
|
|
(22,624
|
)
|
|||
Reclassification adjustment for write-down on available-for-sale securities, net of gain, included in net income
|
53,793
|
|
|
(21,518
|
)
|
|
32,275
|
|
|||
|
16,085
|
|
|
(6,434
|
)
|
|
9,651
|
|
|||
Pension and other postretirement plans:
|
|
|
|
|
|
||||||
Actuarial loss
|
(16,048
|
)
|
|
6,420
|
|
|
(9,628
|
)
|
|||
Amortization of net actuarial gain included in net income
|
(510
|
)
|
|
204
|
|
|
(306
|
)
|
|||
Amortization of net prior service credit included in net income
|
(3,925
|
)
|
|
1,570
|
|
|
(2,355
|
)
|
|||
Foreign affiliate pension adjustments
|
2,088
|
|
|
—
|
|
|
2,088
|
|
|||
|
(18,395
|
)
|
|
8,194
|
|
|
(10,201
|
)
|
|||
Cash flow hedge:
|
|
|
|
|
|
||||||
Gain for the year
|
14
|
|
|
(6
|
)
|
|
8
|
|
|||
Other Comprehensive Loss
|
$
|
(23,671
|
)
|
|
$
|
6,861
|
|
|
$
|
(16,810
|
)
|
(in thousands, net of taxes)
|
Cumulative
Foreign
Currency
Translation
Adjustment
|
|
Unrealized Gain
on Available-for-
Sale Securities
|
|
Unrealized Gain
on Pensions
and Other
Postretirement
Plans
|
|
Cash Flow
Hedge
|
|
Accumulated
Other
Comprehensive
Income
|
||||||||||
As of December 31, 2011
|
$
|
21,338
|
|
|
$
|
80,358
|
|
|
$
|
63,625
|
|
|
$
|
8
|
|
|
$
|
165,329
|
|
Other comprehensive income (loss) before reclassifications
|
5,622
|
|
|
19,859
|
|
|
49,037
|
|
|
(1,132
|
)
|
|
73,386
|
|
|||||
Net amount reclassified from accumulated other comprehensive income
|
(888
|
)
|
|
10,336
|
|
|
4,507
|
|
|
184
|
|
|
14,139
|
|
|||||
Net other comprehensive income (loss)
|
4,734
|
|
|
30,195
|
|
|
53,544
|
|
|
(948
|
)
|
|
87,525
|
|
|||||
As of December 31, 2012
|
26,072
|
|
|
110,553
|
|
|
117,169
|
|
|
(940
|
)
|
|
252,854
|
|
|||||
Other comprehensive income (loss) before reclassifications
|
(1,059
|
)
|
|
57,378
|
|
|
383,249
|
|
|
(178
|
)
|
|
439,390
|
|
|||||
Net amount reclassified from accumulated other comprehensive income
|
—
|
|
|
5,732
|
|
|
1,028
|
|
|
490
|
|
|
7,250
|
|
|||||
Net other comprehensive income (loss)
|
(1,059
|
)
|
|
63,110
|
|
|
384,277
|
|
|
312
|
|
|
446,640
|
|
|||||
As of December 31, 2013
|
$
|
25,013
|
|
|
$
|
173,663
|
|
|
$
|
501,446
|
|
|
$
|
(628
|
)
|
|
$
|
699,494
|
|
|
Year Ended December 31
|
|
Affected Line Item in the Consolidated Statement of Operations
|
||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2011
|
|
|||||||
Foreign Currency Translation Adjustments:
|
|
|
|
|
|
|
|
||||||
Adjustment for sales of businesses with foreign operations
|
$
|
—
|
|
|
$
|
(888
|
)
|
|
$
|
—
|
|
|
Income (loss) from discontinued operations, net of tax
|
Unrealized Gains on Available-for-sale Securities:
|
|
|
|
|
|
|
|
||||||
Write-downs on available-for-sale securities, net of gains
|
9,554
|
|
|
17,226
|
|
|
53,793
|
|
|
Other expense, net
|
|||
|
(3,822
|
)
|
|
(6,890
|
)
|
|
(21,518
|
)
|
|
Provision for Income Taxes
|
|||
|
5,732
|
|
|
10,336
|
|
|
32,275
|
|
|
Net of Tax
|
|||
Pension and Other Postretirement Plans:
|
|
|
|
|
|
|
|
||||||
Amortization of net actuarial loss (gain)
|
3,096
|
|
|
9,368
|
|
|
(510
|
)
|
|
(1)
|
|||
Amortization of net prior service credit
|
(1,383
|
)
|
|
(1,859
|
)
|
|
(3,925
|
)
|
|
(1)
|
|||
|
1,713
|
|
|
7,509
|
|
|
(4,435
|
)
|
|
Before tax
|
|||
|
(685
|
)
|
|
(3,002
|
)
|
|
1,774
|
|
|
Income Taxes
|
|||
|
1,028
|
|
|
4,507
|
|
|
(2,661
|
)
|
|
Net of Tax
|
|||
Cash Flow Hedge
|
|
|
|
|
|
|
|
||||||
|
816
|
|
|
306
|
|
|
(40
|
)
|
|
Interest expense
|
|||
|
(326
|
)
|
|
(122
|
)
|
|
16
|
|
|
Provision for Income Taxes
|
|||
|
490
|
|
|
184
|
|
|
(24
|
)
|
|
Net of Tax
|
|||
Total reclassification for the year
|
$
|
7,250
|
|
|
$
|
14,139
|
|
|
$
|
29,590
|
|
|
Net of Tax
|
17.
|
LEASES AND OTHER COMMITMENTS
|
18.
|
CONTINGENCIES
|
19.
|
BUSINESS SEGMENTS
|
|
Year Ended December 31
|
||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Accelerated depreciation
|
$
|
16,856
|
|
|
$
|
17,230
|
|
|
$
|
3,965
|
|
Lease obligation losses
|
9,351
|
|
|
9,794
|
|
|
7,570
|
|
|||
Severance
|
6,289
|
|
|
14,349
|
|
|
17,205
|
|
|||
Accelerated amortization of intangible assets
|
—
|
|
|
2,595
|
|
|
—
|
|
|||
Other
|
3,862
|
|
|
1,274
|
|
|
205
|
|
|||
|
$
|
36,358
|
|
|
$
|
45,242
|
|
|
$
|
28,945
|
|
|
Year Ended December 31
|
||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Operating Revenues
|
|
|
|
|
|
||||||
Education
|
$
|
2,177,508
|
|
|
$
|
2,196,496
|
|
|
$
|
2,404,459
|
|
Cable
|
807,309
|
|
|
787,117
|
|
|
760,221
|
|
|||
Television broadcasting
|
374,605
|
|
|
399,691
|
|
|
319,206
|
|
|||
Other businesses
|
128,803
|
|
|
72,837
|
|
|
42,891
|
|
|||
Corporate office
|
—
|
|
|
—
|
|
|
—
|
|
|||
Intersegment elimination
|
(361
|
)
|
|
(571
|
)
|
|
(780
|
)
|
|||
|
$
|
3,487,864
|
|
|
$
|
3,455,570
|
|
|
$
|
3,525,997
|
|
Income (Loss) from Operations
|
|
|
|
|
|
||||||
Education
|
$
|
51,301
|
|
|
$
|
(105,368
|
)
|
|
$
|
96,286
|
|
Cable
|
169,735
|
|
|
154,581
|
|
|
156,844
|
|
|||
Television broadcasting
|
171,276
|
|
|
191,642
|
|
|
117,089
|
|
|||
Other businesses
|
(23,468
|
)
|
|
(33,010
|
)
|
|
(16,771
|
)
|
|||
Corporate office
|
(23,279
|
)
|
|
(28,665
|
)
|
|
(19,330
|
)
|
|||
|
$
|
345,565
|
|
|
$
|
179,180
|
|
|
$
|
334,118
|
|
Equity in Earnings of Affiliates, Net
|
13,215
|
|
|
14,086
|
|
|
5,949
|
|
|||
Interest Expense, Net
|
(33,803
|
)
|
|
(32,551
|
)
|
|
(29,079
|
)
|
|||
Other Expense, Net
|
(23,751
|
)
|
|
(5,456
|
)
|
|
(55,200
|
)
|
|||
Income from Continuing Operations before Income Taxes
|
$
|
301,226
|
|
|
$
|
155,259
|
|
|
$
|
255,788
|
|
Depreciation of Property, Plant and Equipment
|
|
|
|
|
|
||||||
Education
|
$
|
89,764
|
|
|
$
|
101,183
|
|
|
$
|
83,735
|
|
Cable
|
128,184
|
|
|
129,107
|
|
|
126,302
|
|
|||
Television broadcasting
|
12,467
|
|
|
13,018
|
|
|
12,448
|
|
|||
Other businesses
|
2,177
|
|
|
770
|
|
|
674
|
|
|||
Corporate office
|
626
|
|
|
—
|
|
|
244
|
|
|||
|
$
|
233,218
|
|
|
$
|
244,078
|
|
|
$
|
223,403
|
|
Amortization of Intangible Assets and Impairment of Goodwill and
|
|
|
|
|
|
||||||
Other Long-Lived Assets
|
|
|
|
|
|
||||||
Education
|
$
|
13,212
|
|
|
$
|
129,312
|
|
|
$
|
19,417
|
|
Cable
|
220
|
|
|
211
|
|
|
267
|
|
|||
Television broadcasting
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other businesses
|
3,416
|
|
|
3,016
|
|
|
2,517
|
|
|||
Corporate office
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
$
|
16,848
|
|
|
$
|
132,539
|
|
|
$
|
22,201
|
|
Net Pension (Credit) Expense
|
|
|
|
|
|
||||||
Education
|
$
|
16,538
|
|
|
$
|
11,584
|
|
|
$
|
6,345
|
|
Cable
|
3,708
|
|
|
2,540
|
|
|
1,924
|
|
|||
Television broadcasting
|
3,381
|
|
|
4,970
|
|
|
1,669
|
|
|||
Other businesses
|
610
|
|
|
169
|
|
|
132
|
|
|||
Corporate office
|
(41,836
|
)
|
|
(27,871
|
)
|
|
(33,289
|
)
|
|||
|
$
|
(17,599
|
)
|
|
$
|
(8,608
|
)
|
|
$
|
(23,219
|
)
|
Capital Expenditures
|
|
|
|
|
|
||||||
Education
|
$
|
45,550
|
|
|
$
|
51,241
|
|
|
$
|
51,871
|
|
Cable
|
160,246
|
|
|
150,525
|
|
|
143,225
|
|
|||
Television broadcasting
|
12,702
|
|
|
6,401
|
|
|
6,415
|
|
|||
Other businesses
|
2,005
|
|
|
1,451
|
|
|
1,013
|
|
|||
Corporate office
|
309
|
|
|
—
|
|
|
—
|
|
|||
|
$
|
220,812
|
|
|
$
|
209,618
|
|
|
$
|
202,524
|
|
|
As of December 31
|
||||||
(in thousands)
|
2013
|
|
2012
|
||||
Identifiable Assets
|
|
|
|
||||
Education
|
$
|
1,921,037
|
|
|
$
|
1,988,015
|
|
Cable
|
1,215,320
|
|
|
1,187,603
|
|
||
Television broadcasting
|
383,251
|
|
|
374,075
|
|
||
Other businesses
|
171,539
|
|
|
88,393
|
|
||
Corporate office
|
371,484
|
|
|
466,538
|
|
||
|
$
|
4,062,631
|
|
|
$
|
4,104,624
|
|
Investments in Marketable Equity Securities
|
487,156
|
|
|
380,087
|
|
||
Investments in Affiliates
|
15,754
|
|
|
15,535
|
|
||
Prepaid Pension Cost
|
1,245,505
|
|
|
604,823
|
|
||
Total Assets
|
$
|
5,811,046
|
|
|
$
|
5,105,069
|
|
|
Year Ended December 31
|
||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Operating Revenues
|
|
|
|
|
|
||||||
Higher education
|
$
|
1,080,908
|
|
|
$
|
1,149,407
|
|
|
$
|
1,399,583
|
|
Test preparation
|
293,201
|
|
|
284,252
|
|
|
303,093
|
|
|||
Kaplan international
|
797,362
|
|
|
753,790
|
|
|
690,226
|
|
|||
Kaplan corporate and other
|
7,990
|
|
|
15,039
|
|
|
18,940
|
|
|||
Intersegment elimination
|
(1,953
|
)
|
|
(5,992
|
)
|
|
(7,383
|
)
|
|||
|
$
|
2,177,508
|
|
|
$
|
2,196,496
|
|
|
$
|
2,404,459
|
|
Income (Loss) from Operations
|
|
|
|
|
|
||||||
Higher education
|
$
|
71,584
|
|
|
$
|
27,245
|
|
|
$
|
148,915
|
|
Test preparation
|
4,118
|
|
|
(10,799
|
)
|
|
(28,498
|
)
|
|||
Kaplan international
|
53,424
|
|
|
49,612
|
|
|
46,498
|
|
|||
Kaplan corporate and other
|
(78,160
|
)
|
|
(172,472
|
)
|
|
(69,509
|
)
|
|||
Intersegment elimination
|
335
|
|
|
1,046
|
|
|
(1,120
|
)
|
|||
|
$
|
51,301
|
|
|
$
|
(105,368
|
)
|
|
$
|
96,286
|
|
Depreciation of Property, Plant and Equipment
|
|
|
|
|
|
||||||
Higher education
|
$
|
43,892
|
|
|
$
|
58,514
|
|
|
$
|
48,379
|
|
Test preparation
|
19,194
|
|
|
19,718
|
|
|
15,489
|
|
|||
Kaplan international
|
16,296
|
|
|
21,149
|
|
|
16,746
|
|
|||
Kaplan corporate and other
|
10,382
|
|
|
1,802
|
|
|
3,121
|
|
|||
|
$
|
89,764
|
|
|
$
|
101,183
|
|
|
$
|
83,735
|
|
Amortization of Intangible Assets
|
$
|
9,962
|
|
|
$
|
17,719
|
|
|
$
|
19,417
|
|
Impairment of Goodwill and Other Long-Lived Assets
|
$
|
3,250
|
|
|
$
|
111,593
|
|
|
$
|
—
|
|
Pension Expense
|
|
|
|
|
|
||||||
Higher education
|
$
|
11,714
|
|
|
$
|
7,943
|
|
|
$
|
4,249
|
|
Test preparation
|
2,674
|
|
|
2,007
|
|
|
1,288
|
|
|||
Kaplan international
|
363
|
|
|
189
|
|
|
142
|
|
|||
Kaplan corporate and other
|
1,787
|
|
|
1,445
|
|
|
666
|
|
|||
|
$
|
16,538
|
|
|
$
|
11,584
|
|
|
$
|
6,345
|
|
Capital Expenditures
|
|
|
|
|
|
||||||
Higher education
|
$
|
10,879
|
|
|
$
|
26,406
|
|
|
$
|
19,735
|
|
Test preparation
|
7,008
|
|
|
8,211
|
|
|
17,266
|
|
|||
Kaplan international
|
27,601
|
|
|
16,864
|
|
|
16,304
|
|
|||
Kaplan corporate and other
|
62
|
|
|
(240
|
)
|
|
(1,434
|
)
|
|||
|
$
|
45,550
|
|
|
$
|
51,241
|
|
|
$
|
51,871
|
|
|
As of December 31
|
||||||
(in thousands)
|
2013
|
|
2012
|
||||
Identifiable Assets
|
|
|
|
||||
Higher education
|
$
|
859,208
|
|
|
$
|
949,260
|
|
Test preparation
|
173,435
|
|
|
197,672
|
|
||
Kaplan international
|
864,507
|
|
|
818,613
|
|
||
Kaplan corporate and other
|
23,887
|
|
|
22,470
|
|
||
|
$
|
1,921,037
|
|
|
$
|
1,988,015
|
|
20.
|
SUMMARY OF QUARTERLY OPERATING RESULTS AND COMPREHENSIVE INCOME (UNAUDITED)
|
(in thousands, except per share amounts)
|
First
Quarter
|
|
Second Quarter
|
|
Third
Quarter
(1)
|
|
Fourth
Quarter
|
||||||||
Operating Revenues
|
|
|
|
|
|
|
|
||||||||
Education
|
$
|
527,815
|
|
|
$
|
548,230
|
|
|
$
|
546,452
|
|
|
$
|
555,011
|
|
Subscriber
|
186,790
|
|
|
192,273
|
|
|
190,302
|
|
|
186,297
|
|
||||
Advertising
|
82,994
|
|
|
96,670
|
|
|
84,444
|
|
|
102,208
|
|
||||
Other
|
39,241
|
|
|
52,423
|
|
|
51,331
|
|
|
45,383
|
|
||||
|
836,840
|
|
|
889,596
|
|
|
872,529
|
|
|
888,899
|
|
||||
Operating Costs and Expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating
|
381,965
|
|
|
400,515
|
|
|
400,939
|
|
|
381,492
|
|
||||
Selling, general and administrative
|
337,865
|
|
|
323,182
|
|
|
331,247
|
|
|
335,028
|
|
||||
Depreciation of property, plant and equipment
|
59,895
|
|
|
57,816
|
|
|
55,633
|
|
|
59,874
|
|
||||
Amortization of intangible assets
|
3,717
|
|
|
3,313
|
|
|
2,837
|
|
|
3,731
|
|
||||
Impairment of intangibles and other long-lived assets
|
—
|
|
|
—
|
|
|
—
|
|
|
3,250
|
|
||||
|
783,442
|
|
|
784,826
|
|
|
790,656
|
|
|
783,375
|
|
||||
Income from Operations
|
53,398
|
|
|
104,770
|
|
|
81,873
|
|
|
105,524
|
|
||||
Equity in earnings of affiliates, net
|
3,418
|
|
|
3,868
|
|
|
5,892
|
|
|
37
|
|
||||
Interest income
|
510
|
|
|
522
|
|
|
642
|
|
|
590
|
|
||||
Interest expense
|
(8,960
|
)
|
|
(9,048
|
)
|
|
(9,221
|
)
|
|
(8,838
|
)
|
||||
Other (expense) income, net
|
(4,083
|
)
|
|
(12,858
|
)
|
|
8,110
|
|
|
(14,920
|
)
|
||||
Income from Continuing Operations Before Income Taxes
|
44,283
|
|
|
87,254
|
|
|
87,296
|
|
|
82,393
|
|
||||
Provision for Income Taxes
|
17,800
|
|
|
34,500
|
|
|
31,000
|
|
|
26,700
|
|
||||
Income from Continuing Operations
|
26,483
|
|
|
52,754
|
|
|
56,296
|
|
|
55,693
|
|
||||
(Loss) Income from Discontinued Operations, Net of Tax
|
(21,224
|
)
|
|
(7,620
|
)
|
|
(25,872
|
)
|
|
100,835
|
|
||||
Net Income
|
5,259
|
|
|
45,134
|
|
|
30,424
|
|
|
156,528
|
|
||||
Net Income Attributable to Noncontrolling Interests
|
(97
|
)
|
|
(253
|
)
|
|
(75
|
)
|
|
(55
|
)
|
||||
Net Income Attributable to Graham Holdings Company
|
5,162
|
|
|
44,881
|
|
|
30,349
|
|
|
156,473
|
|
||||
Redeemable Preferred Stock Dividends
|
(444
|
)
|
|
(206
|
)
|
|
(205
|
)
|
|
—
|
|
||||
Net Income Attributable to Graham Holdings Company Common Stockholders
|
$
|
4,718
|
|
|
$
|
44,675
|
|
|
$
|
30,144
|
|
|
$
|
156,473
|
|
|
|
|
|
|
|
|
|
||||||||
Amounts Attributable to Graham Holdings Company Common Stockholders
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income from continuing operations
|
$
|
25,942
|
|
|
$
|
52,295
|
|
|
$
|
56,016
|
|
|
$
|
55,638
|
|
(Loss) income from discontinued operations, net of tax
|
(21,224
|
)
|
|
(7,620
|
)
|
|
(25,872
|
)
|
|
100,835
|
|
||||
Net income attributable to Graham Holdings Company common stockholders
|
$
|
4,718
|
|
|
$
|
44,675
|
|
|
$
|
30,144
|
|
|
$
|
156,473
|
|
|
|
|
|
|
|
|
|
||||||||
Per Share Information Attributable to Graham Holdings Company Common Stockholders
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic income per common share from continuing operations
|
$
|
3.50
|
|
|
$
|
7.05
|
|
|
$
|
7.55
|
|
|
$
|
7.54
|
|
Basic (loss) income per common share from discontinued operations
|
(2.86
|
)
|
|
(1.03
|
)
|
|
(3.48
|
)
|
|
13.66
|
|
||||
Basic net income per common share
|
$
|
0.64
|
|
|
$
|
6.02
|
|
|
$
|
4.07
|
|
|
$
|
21.20
|
|
|
|
|
|
|
|
|
|
|
|||||||
Diluted income per common share from continuing operations
|
$
|
3.50
|
|
|
$
|
7.05
|
|
|
$
|
7.53
|
|
|
$
|
7.52
|
|
Diluted (loss) income per common share from discontinued operations
|
(2.86
|
)
|
|
(1.03
|
)
|
|
(3.48
|
)
|
|
13.62
|
|
||||
Diluted net income per common share
|
$
|
0.64
|
|
|
$
|
6.02
|
|
|
$
|
4.05
|
|
|
$
|
21.14
|
|
Basic average number of common shares outstanding
|
7,227
|
|
|
7,229
|
|
|
7,231
|
|
|
7,266
|
|
||||
Diluted average number of common shares outstanding
|
7,266
|
|
|
7,283
|
|
|
7,337
|
|
|
7,347
|
|
||||
2013 Quarterly comprehensive income
|
$
|
29,129
|
|
|
$
|
61,125
|
|
|
$
|
37,533
|
|
|
$
|
555,695
|
|
(in thousands, except per share amount)
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Operating Revenues
|
|
|
|
|
|
|
|
||||||||
Education
|
$
|
546,685
|
|
|
$
|
551,774
|
|
|
$
|
551,696
|
|
|
$
|
546,341
|
|
Subscriber
|
178,022
|
|
|
182,639
|
|
|
185,326
|
|
|
186,383
|
|
||||
Advertising
|
82,600
|
|
|
94,649
|
|
|
105,855
|
|
|
117,696
|
|
||||
Other
|
20,305
|
|
|
25,368
|
|
|
34,760
|
|
|
45,471
|
|
||||
|
827,612
|
|
|
854,430
|
|
|
877,637
|
|
|
895,891
|
|
||||
Operating Costs and Expenses
|
|
|
|
|
|
|
|
||||||||
Operating
|
382,106
|
|
|
387,167
|
|
|
407,364
|
|
|
389,620
|
|
||||
Selling, general and administrative
|
347,841
|
|
|
335,054
|
|
|
314,359
|
|
|
336,262
|
|
||||
Depreciation of property, plant and equipment
|
56,165
|
|
|
56,594
|
|
|
57,588
|
|
|
73,731
|
|
||||
Amortization of intangible assets
|
3,839
|
|
|
4,407
|
|
|
5,090
|
|
|
7,610
|
|
||||
Impairment of goodwill and other long-lived assets
|
—
|
|
|
—
|
|
|
—
|
|
|
111,593
|
|
||||
|
789,951
|
|
|
783,222
|
|
|
784,401
|
|
|
918,816
|
|
||||
Income (Loss) from Operations
|
37,661
|
|
|
71,208
|
|
|
93,236
|
|
|
(22,925
|
)
|
||||
Equity in earnings of affiliates, net
|
3,888
|
|
|
3,314
|
|
|
4,099
|
|
|
2,785
|
|
||||
Interest income
|
1,069
|
|
|
775
|
|
|
648
|
|
|
901
|
|
||||
Interest expense
|
(9,163
|
)
|
|
(8,979
|
)
|
|
(8,738
|
)
|
|
(9,064
|
)
|
||||
Other income (expense), net
|
8,588
|
|
|
(635
|
)
|
|
4,163
|
|
|
(17,572
|
)
|
||||
Income (Loss) from Continuing Operations Before Income Taxes
|
42,043
|
|
|
65,683
|
|
|
93,408
|
|
|
(45,875
|
)
|
||||
Provision for Income Taxes
|
17,200
|
|
|
23,900
|
|
|
37,000
|
|
|
5,100
|
|
||||
Income (Loss) from Continuing Operations
|
24,843
|
|
|
41,783
|
|
|
56,408
|
|
|
(50,975
|
)
|
||||
Income from Discontinued Operations, Net of Tax
|
6,725
|
|
|
10,264
|
|
|
37,539
|
|
|
5,600
|
|
||||
Net Income (Loss)
|
31,568
|
|
|
52,047
|
|
|
93,947
|
|
|
(45,375
|
)
|
||||
Net (Income) Loss Attributable to Noncontrolling Interests
|
(70
|
)
|
|
(11
|
)
|
|
71
|
|
|
(64
|
)
|
||||
Net Income (Loss) Attributable to Graham Holdings Company
|
31,498
|
|
|
52,036
|
|
|
94,018
|
|
|
(45,439
|
)
|
||||
Redeemable Preferred Stock Dividends
|
(451
|
)
|
|
(222
|
)
|
|
(222
|
)
|
|
—
|
|
||||
Net Income (Loss) Attributable to Graham Holdings Company Common Stockholders
|
$
|
31,047
|
|
|
$
|
51,814
|
|
|
$
|
93,796
|
|
|
$
|
(45,439
|
)
|
|
|
|
|
|
|
|
|
||||||||
Amounts Attributable to Graham Holdings Company Common Stockholders
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations
|
$
|
24,322
|
|
|
$
|
41,550
|
|
|
$
|
56,257
|
|
|
$
|
(51,039
|
)
|
Income from discontinued operations, net of tax
|
6,725
|
|
|
10,264
|
|
|
37,539
|
|
|
5,600
|
|
||||
Net income (loss) attributable to Graham Holdings Company
common stockholders |
$
|
31,047
|
|
|
$
|
51,814
|
|
|
$
|
93,796
|
|
|
$
|
(45,439
|
)
|
|
|
|
|
|
|
|
|
||||||||
Per Share Information Attributable to Graham Holdings Company Common Stockholders
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic income (loss) per common share from continuing operations
|
$
|
3.17
|
|
|
$
|
5.48
|
|
|
$
|
7.58
|
|
|
$
|
(7.35
|
)
|
Basic income per common share from discontinued operations
|
0.90
|
|
|
1.36
|
|
|
5.06
|
|
|
0.78
|
|
||||
Basic net income (loss) per common share
|
$
|
4.07
|
|
|
$
|
6.84
|
|
|
$
|
12.64
|
|
|
$
|
(6.57
|
)
|
|
|
|
|
|
|
|
|
||||||||
Diluted income (loss) per common share from continuing operations
|
$
|
3.17
|
|
|
$
|
5.48
|
|
|
$
|
7.58
|
|
|
$
|
(7.35
|
)
|
Diluted income per common share from discontinued operations
|
0.90
|
|
|
1.36
|
|
|
5.06
|
|
|
0.78
|
|
||||
Diluted net income (loss) per common share
|
$
|
4.07
|
|
|
$
|
6.84
|
|
|
$
|
12.64
|
|
|
$
|
(6.57
|
)
|
Basic average number of common shares outstanding
|
7,514
|
|
|
7,431
|
|
|
7,272
|
|
|
7,223
|
|
||||
Diluted average number of common shares outstanding
|
7,615
|
|
|
7,545
|
|
|
7,376
|
|
|
7,223
|
|
||||
2012 Quarterly comprehensive income
|
$
|
59,907
|
|
|
$
|
47,085
|
|
|
$
|
95,760
|
|
|
$
|
16,857
|
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
2013
|
|
|
|
|
|
|
|
|||||||||
|
Charges of $25.3 million in connection with severance and restructuring at the education division ($6.1 million, $3.9 million, $3.1 million and $12.2 million in the first, second, third and fourth quarters, respectively)
|
$
|
(0.85
|
)
|
|
$
|
(0.54
|
)
|
|
$
|
(0.42
|
)
|
|
$
|
(1.66
|
)
|
|
Intangible and other long-lived assets impairment charge of $3.2 million at Kaplan
|
|
|
|
|
|
|
$
|
(0.44
|
)
|
||||||
|
Write-down of marketable equity security of $6.7 million
|
|
|
|
|
|
|
$
|
(0.91
|
)
|
||||||
|
Losses, net, of $8.6 million for non-operating unrealized foreign currency (losses) gains ($3.0 million loss, $8.1 million loss, $5.0 million gain and $2.6 million loss in the first, second, third and fourth quarters, respectively)
|
$
|
(0.41
|
)
|
|
$
|
(1.11
|
)
|
|
$
|
0.69
|
|
|
$
|
(0.35
|
)
|
2012
|
|
|
|
|
|
|
|
|||||||||
|
Goodwill and other long-lived assets impairment charge of $81.9 million at Kaplan Test Preparation
|
|
|
|
|
|
|
$
|
(11.33
|
)
|
||||||
|
Charges of $32.9 million in connection with severance and restructuring at the education division ($3.1 million, $2.7 million and $27.1 million in the second, third and fourth quarters, respectively)
|
|
|
$
|
(0.41
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(3.75
|
)
|
||
|
Write-down of a marketable equity security of $11.2 million
|
|
|
|
|
|
|
|
$
|
(1.54
|
)
|
|||||
|
Gain on sale of cost method investment of $3.7 million
|
$
|
0.48
|
|
|
|
|
|
|
|
||||||
|
Gains, net, of $2.0 million for non-operating unrealized foreign currency gains (losses) ($1.7 million gain, $1.6 million loss and $1.9 million gain in the first, second and third quarters, respectively)
|
$
|
0.22
|
|
|
$
|
(0.21
|
)
|
|
$
|
0.26
|
|
|
|
(in thousands, except per share amounts)
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Results of Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
3,487,864
|
|
|
$
|
3,455,570
|
|
|
$
|
3,525,997
|
|
|
$
|
3,935,725
|
|
|
$
|
3,563,349
|
|
Income from operations
|
345,565
|
|
|
179,180
|
|
|
334,118
|
|
|
601,577
|
|
|
453,010
|
|
|||||
Income from continuing operations
|
191,226
|
|
|
72,059
|
|
|
151,388
|
|
|
354,933
|
|
|
263,819
|
|
|||||
Net income attributable to Graham Holdings Company
common stockholders
|
236,010
|
|
|
131,218
|
|
|
116,233
|
|
|
277,192
|
|
|
91,846
|
|
|||||
Per Share Amounts
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per common share attributable to Graham Holdings Company common stockholders
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
25.83
|
|
|
$
|
9.22
|
|
|
$
|
19.03
|
|
|
$
|
39.67
|
|
|
$
|
28.15
|
|
Net income
|
32.10
|
|
|
17.39
|
|
|
14.70
|
|
|
31.06
|
|
|
9.78
|
|
|||||
Diluted earnings per common share attributable to Graham Holdings Company common stockholders
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
25.78
|
|
|
$
|
9.22
|
|
|
$
|
19.03
|
|
|
$
|
39.65
|
|
|
$
|
28.15
|
|
Net income
|
32.05
|
|
|
17.39
|
|
|
14.70
|
|
|
31.04
|
|
|
9.78
|
|
|||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
7,238
|
|
|
7,360
|
|
|
7,826
|
|
|
8,869
|
|
|
9,332
|
|
|||||
Diluted
|
7,333
|
|
|
7,404
|
|
|
7,905
|
|
|
8,931
|
|
|
9,392
|
|
|||||
Cash dividends per common share
|
$
|
—
|
|
|
$
|
19.60
|
|
|
$
|
9.40
|
|
|
$
|
9.00
|
|
|
$
|
8.60
|
|
Graham Holdings Company common stockholders’ equity per common share
|
$
|
446.73
|
|
|
$
|
348.17
|
|
|
$
|
342.76
|
|
|
$
|
343.47
|
|
|
$
|
317.21
|
|
Financial Position
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
$
|
768,278
|
|
|
$
|
327,476
|
|
|
$
|
250,069
|
|
|
$
|
353,621
|
|
|
$
|
398,481
|
|
Total assets
|
5,811,046
|
|
|
5,105,069
|
|
|
5,016,986
|
|
|
5,158,367
|
|
|
5,186,206
|
|
|||||
Long-term debt
|
447,608
|
|
|
453,384
|
|
|
452,229
|
|
|
396,650
|
|
|
396,236
|
|
|||||
Graham Holdings Company common stockholders’ equity
|
3,300,067
|
|
|
2,586,028
|
|
|
2,601,896
|
|
|
2,814,364
|
|
|
2,939,550
|
|
•
|
charges of
$25.3 million
(
$3.46
per share) related to severance and restructuring at the education division
|
•
|
goodwill and other long-lived assets impairment charge of
$3.2 million
(
$0.44
per share) at the education division
|
•
|
write-down of a marketable equity security of
$6.7 million
(
$0.91
per share)
|
•
|
losses, net, of
$8.6 million
(
$1.17
per share) from non-operating unrealized foreign currency losses
|
•
|
goodwill and other long-lived assets impairment charge of
$81.9 million
(
$11.33
per share) at KTP
|
•
|
charges of
$32.9 million
(
$4.53
per share) related to severance and restructuring at the education division
|
•
|
write-down of a marketable equity security of
$11.2 million
(
$1.54
per share)
|
•
|
$3.7 million
(
$0.48
per share) gain on sale of cost method investment
|
•
|
gains, net, of
$2.0 million
(
$0.27
per share) from non-operating unrealized foreign currency gains
|
•
|
charges of
$17.9 million
(
$2.26
per share) related to severance and restructuring at the education division
|
•
|
impairment charge at one of the Company’s affiliates of
$5.7 million
(
$0.72
per share)
|
•
|
write-down of a marketable equity security of
$34.6 million
(
$4.34
per share)
|
•
|
losses, net, of
$2.1 million
(
$0.26
per share) from non-operating unrealized foreign currency losses
|
•
|
charges of
$24.2 million
(
$2.83
per share) related to severance and restructuring
|
•
|
gains, net, of
$4.2 million
(
$0.47
per share) from non-operating unrealized foreign currency gains
|
•
|
charges of
$20.6 million
(
$2.19
per share) in connection with the restructuring of Kaplan’s Score and Test Preparation operations
|
•
|
impairment charges of
$18.8 million
(
$2.00
per share) at two of the Company’s equity affiliates
|
•
|
gains, net, of
$10.3 million
(
$1.10
per share) from non-operating unrealized foreign currency gains
|
Exhibit Number
|
|
Description
|
|
2.1
|
|
|
Securities Purchase Agreement among the Company, Nash Holdings LLC, WP Company LLC, Express Publications Company, LLC, El Tiempo Latino LLC, Robinson Terminal Warehouse LLC, Greater Washington Publishing, LLC and Post-Newsweek Media, LLC dated October 1, 2013 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K dated October 7, 2013).
|
3.1
|
|
|
Restated Certificate of Incorporation of the Company dated November 13, 2003 (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2003).
|
3.2
|
|
|
Certificate of Amendment, effective November 29, 2013, to the Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated November 29, 2013).
|
3.3
|
|
|
Certificate of Designation for the Company’s Series A Preferred Stock dated September 22, 2003 (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the Company’s Current Report on Form 8-K dated September 22, 2003).
|
3.4
|
|
|
By-Laws of the Company as amended and restated through November 29, 2013 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated November 29, 2013).
|
4.1
|
|
|
Second Supplemental Indenture dated January 30, 2009, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The First National Bank of Chicago, as Trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated January 30, 2009).
|
4.2
|
|
|
Four-Year Credit Agreement, dated as of June 17, 2011, among the Company, JPMorgan Chase Bank, N.A., J.P. Morgan Australia Limited, Wells Fargo Bank, N.A, The Royal Bank of Scotland PLC, HSBC Bank USA, The Bank of New York Mellon, PNC Bank, National Association, Bank of America, N.A., Citibank, N.A., and The Northern Trust Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 17, 2011).
|
10.1
|
|
|
Graham Holdings Company 2012 Incentive Compensation Plan, as amended and restated effective November 29, 2013.*
|
10.2
|
|
|
Washington Post Company Stock Option Plan as amended and restated effective May 31, 2003 (incorporated by reference to Exhibit 10.1 to The Washington Post Company's Quarterly Report on Form 10-Q for the quarter ended September 28, 2003).*
|
10.3
|
|
|
Graham Holdings Company Supplemental Executive Retirement Plan as amended and restated effective December 10, 2013.*
|
10.4
|
|
|
Graham Holdings Company Deferred Compensation Plan as amended and restated effective January 1, 2014.*
|
10.5
|
|
|
Letter Agreement between the Company and Katharine Weymouth, dated October 1, 2013, addressing compensation arrangements through closing of transaction with Nash Holdings LLC.
|
21
|
|
|
List of subsidiaries of the Company.
|
23
|
|
|
Consent of independent registered public accounting firm.
|
24
|
|
|
Power of attorney dated February 20, 2014.
|
31.1
|
|
|
Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.
|
31.2
|
|
|
Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.
|
32
|
|
|
Section 1350 Certification of the Chief Executive Officer and the Chief Financial Officer.
|
101
|
|
|
The following financial information from Graham Holdings Company Annual Report on Form 10-K for the year ended December 31, 2013, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and 2011; (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011; (iii) Consolidated Balance Sheets as of December 31, 2013 and 2012; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011; (v) Consolidated Statements of Changes in Common Shareholders’ Equity for the years ended December 31, 2013, 2012 and 2011; and (vi) Notes to Consolidated Financial Statements. Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise are not subject to liability under these sections.
|
1.
|
Purpose of the Plan
|
2.
|
Definitions
|
(a)
|
“Board of Directors” means the Board of Directors of GHC.
|
(b)
|
“Cash Incentive Award” means an award granted pursuant to Section 8 of the Plan.
|
(c)
|
“Code” means the Internal Revenue Code of 1986, as amended from time to time, and all regulations, interpretations and administrative guidance issued thereunder.
|
(d)
|
“Committee” means the Compensation Committee of the Board of Directors or such other committee as the Board of Directors shall appoint from time to time to administer the Plan and to otherwise exercise and perform the authority and functions assigned to the Committee under the terms of the Plan.
|
(e)
|
“Common Stock” means GHC’s Class B Common Stock, $0.01 par value per share, or any other security into which the common stock shall be changed pursuant to the adjustment provisions of Section 10 of the Plan.
|
(f)
|
“Company” means Graham Holdings Company and all of its Subsidiaries, collectively.
|
(g)
|
“Covered Employee” means each Participant who is an executive officer (within the meaning of Rule 3b-7 under the Exchange Act) of Graham Holdings Company.
|
(h)
|
“Deferred Compensation Plan” means any plan, agreement or arrangement maintained by the Company from time to time that provides opportunities for deferral of compensation.
|
(i)
|
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
|
(j)
|
“Fair Market Value” means, with respect to a share of Common Stock, as of the applicable date of determination (i) the average of the high and low sales prices on the date of determination or, if not so reported for such day, the immediately preceding business day of a share of Common Stock as reported on the principal securities exchange on which shares of Common Stock are then listed or admitted to trading or (ii) if not so reported, the average of the closing bid and ask prices on the date of
|
(k)
|
“GHC” means Graham Holdings Company, a Delaware corporation.
|
(l)
|
“Incentive Award” means one or more Stock Incentive Awards and Cash Incentive Awards, collectively.
|
(m)
|
“Option” means a stock option to purchase shares of Common Stock granted to a Participant pursuant to Section 6.
|
(n)
|
“Other Stock-Based Award” means an award granted to a Participant pursuant to Section 7.
|
(o)
|
“Participant” means an employee or director of the Company who is eligible to participate in the Plan and to whom one or more Incentive Awards have been granted pursuant to the Plan and have not been fully settled or cancelled and, following the death of any such Person, his successors, heirs, executors and administrators, as the case may be.
|
(p)
|
“Performance-Based Compensation” means compensation that satisfies the requirements of Section 162(m) of the Code for deductibility of “qualified performance-based compensation.”
|
(q)
|
“Performance Measures” means such measures as are described in Section 9 on which performance goals are based in order to qualify certain awards granted hereunder as Performance-Based Compensation.
|
(r)
|
“Performance Percentage” means the factor determined pursuant to a Performance Schedule that is to be applied to a Target Award and that reflects actual performance compared to the Performance Target.
|
(s)
|
“Performance Period” means the period of time during which Performance Targets must be met in order to determine the degree of payout and/or vesting with respect to an Incentive Award that is intended to qualify as Performance-Based Compensation. Performance Periods may be overlapping.
|
(t)
|
“Performance Schedule” means a schedule or other objective method for determining the applicable Performance Percentage to be applied to each Target Award.
|
(u)
|
“Performance Target” means performance goals and objectives with respect to a Performance Period.
|
(v)
|
“Person” means a “person” as such term is used in Section 13(d) and 14(d) of the Exchange Act, including any “group” within the meaning of Section 13(d)(3) under the Exchange Act.
|
(w)
|
“Plan” means this 2012 Incentive Compensation Plan, as it may be amended from time to time.
|
(x)
|
“Securities Act” means the Securities Act of 1933, as amended.
|
(y)
|
“Stock Incentive Award” means an Option or Other Stock-Based Award granted pursuant to the terms of the Plan.
|
(z)
|
“Subsidiary” means any “subsidiary” within the meaning of Rule 405 under the Securities Act.
|
(aa)
|
“Target Award” means target payout amount for an Incentive Award.
|
3.
|
Stock Subject to the Plan and Limitations on Cash Incentive Awards
|
(a)
|
Stock Subject to the Plan
|
(b)
|
Individual Award Limits
|
4.
|
Administration of the Plan
|
5.
|
Eligibility
|
6.
|
Options
|
(a)
|
Exercise Price
|
(b)
|
Term and Exercise of Options
|
(c)
|
Effect of Termination of Employment or Other Relationship
|
7.
|
Other Stock-Based Awards
|
8.
|
Cash Incentive Awards
|
9.
|
Performance-Based Compensation
|
(a)
|
Calculation
|
(b)
|
Discretionary Reduction
|
(c)
|
Performance Measures
|
(d)
|
Performance Schedules
|
(e)
|
Termination of Employment
|
(f)
|
Committee Discretion
|
10.
|
Adjustment Upon Certain Changes
|
(a)
|
Shares Available for Grants
|
(b)
|
Increase or Decrease in Issued Shares Without Consideration
|
(c)
|
Certain Mergers
|
(d)
|
Certain Other Transactions
|
(e)
|
Other Changes
|
(f)
|
Cash Incentive Awards
|
(g)
|
No Other Rights
|
(h)
|
Savings Clause
|
11.
|
Rights Under the Plan
|
12.
|
No Special Employment Rights; No Right to Incentive Award
|
13.
|
Securities Matters
|
14.
|
Withholding Taxes
|
(a)
|
Cash Remittance
|
(b)
|
Stock Remittance
|
(c)
|
Stock Withholding
|
15.
|
Amendment or Termination of the Plan
|
16.
|
No Obligation to Exercise
|
17.
|
Transfers Upon Death
|
18.
|
Expenses and Receipts
|
19.
|
Governing Law
|
20.
|
Effective Date and Term of Plan
|
▪
|
The specific reasons for the denial,
|
▪
|
The provisions of the Plan on which the denial is based,
|
▪
|
The procedures for having the request reviewed, and
|
▪
|
Additional information needed to process the request and an explanation of why this information is necessary.
|
▪
|
The reasons that support the claim,
|
▪
|
The reasons the claim should not have been denied,
|
▪
|
All written evidence that supports the claim, and
|
▪
|
Any other appropriate issues or comments.
|
•
|
The specific reasons for the denial,
|
•
|
The provisions of the Plan on which the denial is based,
|
•
|
The procedures for having the request reviewed, and
|
•
|
Additional information needed to process the request and an explanation of why this information is necessary.
|
•
|
The reasons that support the claim,
|
•
|
The reasons the claim should not have been denied,
|
•
|
All written evidence that supports the claim, and
|
•
|
Any other appropriate issues or comments.
|
1.
|
1,500 Restricted Shares scheduled to vest December 2013 – Vested at Closing
|
2.
|
5,000 Restricted Shares from 2011-14 cycle – 75% Vested at Closing (3,750). 25% Forfeited at Closing (1,250)
|
3.
|
2,500 Restricted Shares from 2013-16 cycle – Forfeited at Closing
|
1.
|
6,000 previously vested
|
2.
|
750 unvested options scheduled to vest December 2013 – Vested at Closing
|
3.
|
250 unvested options scheduled to vest December 2014 – Forfeited at Closing
|
Name of Subsidiary
|
Jurisdiction
of Incorporation
or Organization
|
|
% of Voting
Equity Owned
by Parent
|
|
|
|
|
|
|
|
|
Cable One, Inc.
|
Delaware
|
|
100
|
%
|
|
The Daily Herald Company
|
Washington
|
|
100
|
%
|
|
Forney Corporation
|
Delaware
|
|
100
|
%
|
|
Forney Maquila, LLC
|
Delaware
|
|
100
|
%
|
|
FMMX S. de R.L. de C.V.
|
Mexico
|
|
100
|
%
|
(a)
|
FSM S. de R.L. de C.V.
|
Mexico
|
|
100
|
%
|
(b)
|
Kaplan, Inc.
|
Delaware
|
|
99.44
|
%
|
|
Kaplan Netherlands B.V.
|
The Netherlands
|
|
100
|
%
|
|
Kaplan Holdings Limited
|
Hong Kong
|
|
100
|
%
|
|
Kaplan Financial (HK) Limited
|
Hong Kong
|
|
100
|
%
|
|
Kaplan Language Training (HK) Limited
|
Hong Kong
|
|
100
|
%
|
|
Kaplan Institute Limited
|
Hong Kong
|
|
100
|
%
|
|
Shanghai Kaplan Education Investment Consulting Co. Ltd.
|
China (PR)
|
|
100
|
%
|
|
Kaplan Singapore Pte. Ltd
|
Singapore
|
|
100
|
%
|
|
Kaplan Professional Learning Pte. Ltd
|
Singapore
|
|
100
|
%
|
|
Kaplan Learning Institute Pte. Ltd
|
Singapore
|
|
100
|
%
|
|
Kaplan Higher Education Institute Pte. Ltd
|
Singapore
|
|
100
|
%
|
|
Kaplan Higher Education (HK) Limited
|
Hong Kong
|
|
100
|
%
|
|
Kaplan Higher Education Academy Pte. Ltd
|
Singapore
|
|
100
|
%
|
|
Lotus Advertising Pte Ltd
|
Singapore
|
|
100
|
%
|
|
Brightstar Investment and Education Joint Stock Company
|
Vietnam
|
|
49
|
%
|
|
The Financial Training (Shanghai) Co., Ltd
|
China (PR)
|
|
100
|
%
|
|
Shanghai Kai Bo Education Investment Management Co. Limited
|
China (PR)
|
|
100
|
%
|
|
Shanghai Kai Chuang Educational Consulting Co. Ltd
|
China (PR)
|
|
85
|
%
|
|
Shanghai Kai Bo School
|
China (PR)
|
|
100
|
%
|
|
Zhejiang Kaplan Shinyway Education Investment Management Co. Ltd.
|
China (PR)
|
|
42.5
|
%
|
|
Suzhou Overseas Education Training Centre
|
China (PR)
|
|
59.5
|
%
|
|
Chongqing Shapingpa Kai Bo Education Training School
|
China (PR)
|
|
100
|
%
|
|
Chengdu Kai Bo Training School
|
China (PR)
|
|
100
|
%
|
|
Qingdao Kai Bo Education Investment Consulting Company
|
China (PR)
|
|
100
|
%
|
|
Qingdao Kai Bo Foundation Education School
|
China (PR)
|
|
100
|
%
|
|
Qingdao Kai Bo International Education Exchange
|
China (PR)
|
|
100
|
%
|
|
Coxcourt Limited
|
Ireland
|
|
100
|
%
|
|
Accountancy & Business College Holdings Limited
|
Ireland
|
|
100
|
%
|
(c)
|
Accountancy & Business College (Ireland) Limited
|
Ireland
|
|
100
|
%
|
|
Methley Limited
|
Ireland
|
|
100
|
%
|
|
Kitagarth Services
|
Ireland
|
|
100
|
%
|
|
European Business School (Ireland) Limited
|
Ireland
|
|
100
|
%
|
|
LSB College Limited
|
Ireland
|
|
100
|
%
|
|
The Dublin Business School Limited
|
Ireland
|
|
100
|
%
|
|
Kaplan International, Inc.
|
Delaware
|
|
100
|
%
|
|
KPE, LLC
|
Delaware
|
|
100
|
%
|
|
Kaplan Test Prep and Admissions Limited
|
England & Wales
|
|
100
|
%
|
|
Kaplan (Canada) Ltd.
|
Ontario
|
|
100
|
%
|
|
U.S. CPA ExamPrep, Inc.
|
Ontario
|
|
100
|
%
|
|
Kaplan Educational Services de Mexico, S. de R.L. de C.V.
|
Mexico
|
|
100
|
%
|
(d)
|
Education HR Services Mexico, S. de R.L. de C.V.
|
Mexico
|
|
100
|
%
|
(d)
|
Kaplan English Colleges Pty Limited
|
Australia
|
|
100
|
%
|
|
Kaplan Aspect Cairns Pty Limited
|
Australia
|
|
100
|
%
|
|
Access Learning Institutes Pty Limited
|
Australia
|
|
100
|
%
|
|
Kaplan Higher Education, LLC
|
Delaware
|
|
100
|
%
|
|
Andon Colleges, Inc.
|
California
|
|
100
|
%
|
|
DEST Education Corporation
|
California
|
|
100
|
%
|
|
California Academy of Merchandising, Art & Design, Inc.
|
Delaware
|
|
100
|
%
|
|
CHI Acquisition Corp.
|
Delaware
|
|
100
|
%
|
|
Computer Hardware Service Company, Inc.
|
Pennsylvania
|
|
100
|
%
|
|
Denver Acquisition Corp.
|
Delaware
|
|
100
|
%
|
|
J.Y. Monk Real Estate Training Center, Inc.
|
North Carolina
|
|
100
|
%
|
|
Educational Ventures (Texas), Inc.
|
Delaware
|
|
100
|
%
|
|
Texas Educational Ventures, LP
|
Texas
|
|
100
|
%
|
(e)
|
Heritage-KHEC, Inc.
|
Nevada
|
|
100
|
%
|
|
ICM Acquisition Corp.
|
Delaware
|
|
100
|
%
|
|
Iowa College Acquisition, LLC
|
Delaware
|
|
100
|
%
|
|
DF Institute, LLC
|
Illinois
|
|
100
|
%
|
|
Insight Schools, Inc.
|
Oregon
|
|
100
|
%
|
|
Kaplan University PTY LTD
|
Australia
|
|
100
|
%
|
|
MTSX Acquisition Corp.
|
Delaware
|
|
100
|
%
|
|
Maric Learning Systems
|
California
|
|
100
|
%
|
|
New Hampshire Acquisition Corp.
|
Delaware
|
|
100
|
%
|
|
Hesser, Inc.
|
New Hampshire
|
|
100
|
%
|
|
OIOPT Acquisition Corp.
|
Delaware
|
|
100
|
%
|
|
Palo Vista College of Nursing & Allied Health Sciences, Inc.
|
California
|
|
100
|
%
|
|
Quest Ventures, LLC
|
Delaware
|
|
100
|
%
|
|
RETS Acquisition Corp.
|
Massachusetts
|
|
100
|
%
|
|
SACMD Acquisition Corp.
|
Delaware
|
|
100
|
%
|
|
Sawyer-KHEC, Inc.
|
Indiana
|
|
100
|
%
|
|
Sawyer College, Inc.
|
Indiana
|
|
100
|
%
|
|
Scottsdale Educational Center for Allied Health Careers, Incorporated
|
Arizona
|
|
100
|
%
|
|
StudentAdvisor, LLC
|
Delaware
|
|
100
|
%
|
|
Tesst-Kap, LLC
|
Delaware
|
|
100
|
%
|
|
Thompson Education, LLC
|
Delaware
|
|
100
|
%
|
|
Kaplan Lifelong Learning, LLC
|
Delaware
|
|
100
|
%
|
|
KV EdTech Partners LLC
|
Delaware
|
|
100
|
%
|
|
Kaplan Mexico Holdings, LLC
|
Delaware
|
|
100
|
%
|
|
Kaplan (India) Private Limited
|
India
|
|
100
|
%
|
(f)
|
Kaplan (PR) Inc.
|
Puerto Rico
|
|
100
|
%
|
|
Learningpod, Inc.
|
Delaware
|
|
100
|
%
|
|
MG Prep, Inc.
|
New York
|
|
100
|
%
|
|
Manhattan GMAT Limited
|
England & Wales
|
|
100
|
%
|
|
Kaplan K12 Learning Services, LLC
|
Delaware
|
|
100
|
%
|
|
Kaplan Test Prep International, Inc.
|
California
|
|
100
|
%
|
|
Kaplan International North America, LLC
|
California
|
|
100
|
%
|
|
Kaplan Global Solutions, LLC
|
Delaware
|
|
100
|
%
|
|
Aspect Education Sydney Pty Limited
|
Australia
|
|
100
|
%
|
|
Aspect ILA Sydney Pty Limited
|
Australia
|
|
100
|
%
|
|
International Language Academies Education (NZ) Limited
|
New Zealand
|
|
100
|
%
|
|
ILA South Pacific Limited
|
New Zealand
|
|
100
|
%
|
|
Hands On Consulting Limited
|
Hong Kong
|
|
100
|
%
|
|
Hands On Education Consultants Co., Ltd.
|
Thailand
|
|
100
|
%
|
(g)
|
Kaplan U.K. Limited
|
England & Wales
|
|
100
|
%
|
|
Aspect Education Limited
|
England & Wales
|
|
100
|
%
|
|
Aspect ILA Perth Pty Ltd
|
Australia
|
|
100
|
%
|
|
BEO Limited
|
Hong Kong
|
|
100
|
%
|
|
BEO KK
|
Japan
|
|
100
|
%
|
|
BEO UK Limited
|
England & Wales
|
|
100
|
%
|
|
Aspect (Beijing) Education Information Consulting Co. Ltd.
|
China (PR)
|
|
100
|
%
|
|
Pacific Language Institute, Inc.
|
British Columbia
|
|
100
|
%
|
|
Aspect Education UK Limited
|
England & Wales
|
|
100
|
%
|
|
Aspect Educational Services Limited
|
England & Wales
|
|
100
|
%
|
|
Aspect International Language Academies Limited
|
England & Wales
|
|
100
|
%
|
|
Aspect International Language Schools Limited
|
Ireland
|
|
100
|
%
|
|
Aspect Internationale Sprachschule GmbH
|
Germany
|
|
100
|
%
|
|
Aspect Language Schools Limitada
|
Columbia
|
|
100
|
%
|
|
Aspect Language Schools Limited
|
Switzerland
|
|
100
|
%
|
|
Aspect S.A.R.L. France
|
France
|
|
100
|
%
|
|
Aspect Education (Hong Kong) Limited
|
Hong Kong
|
|
100
|
%
|
|
Kaplan International Colleges, C.A.
|
Venezuela
|
|
100
|
%
|
(h)
|
Pro Linguis
|
Switzerland
|
|
100
|
%
|
|
West of England Language Services Limited
|
England & Wales
|
|
100
|
%
|
|
The Salisbury School of English Limited
|
England & Wales
|
|
100
|
%
|
|
WELS (Australia) Pty Limited
|
Australia
|
|
100
|
%
|
|
Kaplan International Holdings Limited
|
England & Wales
|
|
100
|
%
|
|
Kaplan Higher Education Limited
|
England & Wales
|
|
100
|
%
|
|
Tecnologias Servicios Logisticos y Aplicaciones, S.A.U.
|
Spain
|
|
100
|
%
|
|
Soluciones Integrales de Formacion y Gestion Structuralia, S.A.U.
|
Spain
|
|
100
|
%
|
|
Sociedad de Capacitacion Structuralia Chile Limitada
|
Chile
|
|
100
|
%
|
(i)
|
Soluciones de Formacion en Infraestructuras e Ingenieria, Sociedad Civil
|
Mexico
|
|
100
|
%
|
(j)
|
Kaplan Financial Limited
|
England & Wales
|
|
100
|
%
|
|
Altior Limited
|
England & Wales
|
|
100
|
%
|
|
Altior Consulting & Training Limited
|
England & Wales
|
|
100
|
%
|
|
Hawksmere Limited
|
England & Wales
|
|
100
|
%
|
|
Holborn College Limited
|
England & Wales
|
|
100
|
%
|
|
Kaplan International Colleges U.K. Limited
|
England & Wales
|
|
100
|
%
|
|
Kaplan Colleges Private Limited
|
India
|
|
100
|
%
|
|
Kaplan International Colleges (Private) Limited
|
Pakistan
|
|
100
|
%
|
|
Kaplan Glasgow Limited
|
England & Wales
|
|
100
|
%
|
|
Kaplan International Colleges Limited
|
Nigeria
|
|
70
|
%
|
|
Kaplan Liverpool Limited
|
England & Wales
|
|
100
|
%
|
|
Kaplan NT Limited
|
England & Wales
|
|
100
|
%
|
|
Kaplan US Limited
|
England & Wales
|
|
100
|
%
|
|
Kaplan International College London Limited
|
England & Wales
|
|
100
|
%
|
|
Kaplan Brighton Limited
|
England & Wales
|
|
100
|
%
|
|
Kaplan UWE Limited
|
England & Wales
|
|
100
|
%
|
|
Kaplan Bournemouth Limited
|
England & Wales
|
|
100
|
%
|
|
Kaplan SHU Limited
|
England & Wales
|
|
100
|
%
|
|
Kaplan Law School Limited
|
England & Wales
|
|
100
|
%
|
|
Kaplan Open Learning Limited
|
England & Wales
|
|
100
|
%
|
|
Kaplan Open Learning (Essex) Limited
|
England & Wales
|
|
100
|
%
|
|
Kaplan Publishing Limited
|
England & Wales
|
|
100
|
%
|
|
Kaplan Professional Awards Limited
|
England & Wales
|
|
100
|
%
|
|
Kaplan Australia Holdings Pty Limited
|
Australia
|
|
100
|
%
|
|
Kaplan Australia Pty Limited
|
Australia
|
|
100
|
%
|
|
Kaplan Carrick Pty Ltd.
|
Australia
|
|
100
|
%
|
|
Carrick Institute of Education Pty Ltd.
|
Australia
|
|
100
|
%
|
|
Carrick Higher Education Pty Ltd.
|
Australia
|
|
100
|
%
|
|
CMC – Training at Work Pty Ltd.
|
Australia
|
|
100
|
%
|
|
Carrick Education Group Pty Ltd.
|
Australia
|
|
100
|
%
|
|
Asia Pacific Finance Institute Pty Ltd.
|
Australia
|
|
100
|
%
|
|
Kaplan Higher Education Pty Limited
|
Australia
|
|
100
|
%
|
|
AUFP Pty Ltd.
|
Australia
|
|
100
|
%
|
|
Kaplan Business School Pty Limited
|
Australia
|
|
100
|
%
|
|
Bradford College Australia Pty Ltd.
|
Australia
|
|
100
|
%
|
|
Tribeca Learning Pty Limited
|
Australia
|
|
100
|
%
|
|
Kaplan Education Pty Limited
|
Australia
|
|
100
|
%
|
|
Franklyn Scholar Pty Ltd.
|
Australia
|
|
100
|
%
|
|
Franklyn Scholar (Victoria) Pty Ltd.
|
Australia
|
|
100
|
%
|
|
Franklyn Scholar (Australia) Pty Ltd.
|
Australia
|
|
100
|
%
|
|
Academy Holdings Nominees Pty Ltd.
|
Australia
|
|
100
|
%
|
|
Academy Blue Pty Ltd.
|
Australia
|
|
100
|
%
|
|
Sustainable Learning Australasia Pty Ltd.
|
Australia
|
|
100
|
%
|
|
Academy Holdings Pty Ltd.
|
Australia
|
|
100
|
%
|
|
Score! Learning, Inc.
|
Delaware
|
|
95.85
|
%
|
|
eScore.com. Inc.
|
Delaware
|
|
100
|
%
|
|
Score! Educational Centers, Inc.
|
California
|
|
100
|
%
|
|
Washington Post/Kaplan IC Limited Company
|
Cyprus
|
|
100
|
%
|
|
Wise Tactic Holdings Limited
|
British Virgin Islands
|
|
85
|
%
|
|
PCH, Inc.
|
Delaware
|
|
100
|
%
|
|
Celtic Healthcare, Inc.
|
Nevada
|
|
80
|
%
|
|
Celtic Healthcare of Carlisle, Inc.
|
Pennsylvania
|
|
80
|
%
|
|
Celtic Healthcare of E. MO, LLC
|
Pennsylvania
|
|
80
|
%
|
|
Celtic Healthcare of S. IL, LLC
|
Pennsylvania
|
|
80
|
%
|
|
Celtic Living Assistance Services, LLC
|
Pennsylvania
|
|
80
|
%
|
|
Celtic Homecare, Inc.
|
Pennsylvania
|
|
80
|
%
|
|
Celtic Support Services, Inc.
|
Pennsylvania
|
|
80
|
%
|
|
Celtic Rehabilitation Services, Inc.
|
Pennsylvania
|
|
80
|
%
|
|
Celtic Healthcare of NC PA, LLC
|
Pennsylvania
|
|
80
|
%
|
|
Celtic Healthcare of NE PA, Inc.
|
Pennsylvania
|
|
80
|
%
|
|
Celtic Healthcare of Westmoreland, LLC
|
Pennsylvania
|
|
80
|
%
|
|
Celtic Geriatric Care Management, Inc.
|
Pennsylvania
|
|
80
|
%
|
|
Celtic Hospice & Palliative Care Services of Carlisle, Inc.
|
Pennsylvania
|
|
80
|
%
|
|
Celtic Hospice & Palliative Care Services of E. MO, LLC
|
Pennsylvania
|
|
80
|
%
|
|
Celtic Hospice & Palliative Care Services of NC PA, LLC
|
Pennsylvania
|
|
80
|
%
|
|
Celtic Hospice & Palliative Care Services of S. IL, LLC
|
Pennsylvania
|
|
80
|
%
|
|
Celtic Healthcare of NE Ohio, Inc.
|
Ohio
|
|
80
|
%
|
|
Celtic Community Services of NE Ohio, Inc.
|
Ohio
|
|
80
|
%
|
|
Celtic Healthcare of Maryland, Inc.
|
Maryland
|
|
80
|
%
|
|
Celtic Hospice & Palliative Care Services, LLC
|
Pennsylvania
|
|
48
|
%
|
|
Celtic Hospice & Palliative Care Services of Westmoreland, LLC
|
Pennsylvania
|
|
48
|
%
|
|
Celtic Private Care of IL & MO, LLC
|
Pennsylvania
|
|
80
|
%
|
|
Post NW, LLC
|
New York
|
|
100
|
%
|
|
Post-Newsweek Stations, Inc.
|
Delaware
|
|
100
|
%
|
|
Post-Newsweek Stations, Florida, Inc.
|
Florida
|
|
100
|
%
|
|
Post-Newsweek Stations, Houston GP, Inc.
|
Delaware
|
|
100
|
%
|
|
Post-Newsweek Stations, Michigan, Inc.
|
Delaware
|
|
100
|
%
|
|
Post-Newsweek Stations, Orlando, Inc.
|
Delaware
|
|
100
|
%
|
|
Post-Newsweek Stations, San Antonio GP, Inc.
|
Delaware
|
|
100
|
%
|
|
Social Code LLC
|
Delaware
|
|
100
|
%
|
|
The Slate Group, LLC
|
Delaware
|
|
100
|
%
|
|
Tea Leaf Media, LLC
|
Delaware
|
|
100
|
%
|
|
/s/ Donald E. Graham
|
|
/s/ David Goldberg
|
Donald E. Graham, Chairman of the Board and Chief Executive Officer (Principal Executive Officer) and Director
|
|
David Goldberg, Director
|
/s/ Hal S. Jones
|
|
/s/ Anne M. Mulcahy
|
Hal S. Jones, Senior Vice President - Finance (Principal Financial Officer)
|
|
Anne M. Mulcahy, Director
|
/s/ Wallace R. Cooney
|
|
/s/ Ronald L. Olson
|
Wallace R. Cooney, Vice President - Finance (Principal Accounting Officer)
|
|
Ronald L. Olson, Director
|
/s/ Lee C. Bollinger
|
|
/s/ Larry D. Thompson
|
Lee C. Bollinger, Director
|
|
Larry D. Thompson, Director
|
/s/ Christopher C. Davis
|
|
/s/ G. Richard Wagoner
|
Christopher C. Davis, Director
|
|
G. Richard Wagoner, Jr., Director
|
/s/ Barry Diller
|
|
/s/ Katharine Weymouth
|
Barry Diller, Director
|
|
Katharine Weymouth, Director
|
/s/ Thomas S. Gayner
|
|
|
Thomas S. Gayner, Director
|
|
|