SEC Comment Letter 0000000000-22-013359 to Graham Holdings Co (GHC) (CIK 0000104889) (GHC)
Graham Holdings Co (GHC) (CIK 0000104889)
Date: Dec. 12, 2022 · CIK: 0000104889 · Accession: 0000000000-22-013359
AI Filing Summary & Sentiment
File numbers found in text: 001-06714
Letter
United States securities and exchange commission logo December 12, 2022 Wallace Cooney Chief Financial Officer Graham Holdings Co 1300 North 17th Street Arlington, VA 22209 Re:Graham Holdings Co Form 10-K for Fiscal Year Ended December 31, 2021 Filed February 25, 2022 Form 8-K furnished November 2, 2022 File No. 001-06714 Dear Wallace Cooney: We have limited our review of your filing to the financial statements and related disclosures and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Form 8-K furnished November 2, 2022 Exhibit 99.1, page 14 1.We note the non-GAAP adjustments to eliminate net losses (gains) on marketable equity securities and net interest expense related to the fair value adjustment of the mandatorily redeemable noncontrolling interest appear to be changing the basis of accounting applied under U.S. GAAP. Please tell us how you considered whether these adjustments substitute individually tailored recognition and measurement methods, which could violate Rule 100(b) of Regulation G. Refer to Question 100.04 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.
In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
FirstName LastNameWallace Cooney Comapany NameGraham Holdings Co December 12, 2022 Page 2 FirstName LastName Wallace Cooney Graham Holdings Co December 12, 2022 Page 2 You may contact Nasreen Mohammed at 202-551-3773 or Linda Cvrkel at 202-551-3813 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
December 12, 2022
Wallace Cooney
Chief Financial Officer
Graham Holdings Co
1300 North 17th Street
Arlington, VA 22209
Re:Graham Holdings Co
Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 25, 2022
Form 8-K furnished November 2, 2022
File No. 001-06714
Dear Wallace Cooney:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment. In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Form 8-K furnished November 2, 2022
Exhibit 99.1, page 14
1.We note the non-GAAP adjustments to eliminate net losses (gains) on marketable equity
securities and net interest expense related to the fair value adjustment of the mandatorily
redeemable noncontrolling interest appear to be changing the basis of accounting applied
under U.S. GAAP. Please tell us how you considered whether these adjustments
substitute individually tailored recognition and measurement methods, which could
violate Rule 100(b) of Regulation G. Refer to Question 100.04 of the Compliance and
Disclosure Interpretations on Non-GAAP Financial Measures.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
FirstName LastNameWallace Cooney
Comapany NameGraham Holdings Co
December 12, 2022 Page 2
FirstName LastName
Wallace Cooney
Graham Holdings Co
December 12, 2022
Page 2
You may contact Nasreen Mohammed at 202-551-3773 or Linda Cvrkel at 202-551-3813
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services