On April 27, 2017, Kaplan Higher Education LLC and Iowa College
Acquisition, LLC (collectively, Kaplan), subsidiaries of Graham
Holdings Company, entered into a Contribution and Transfer
Agreement (Transfer Agreement) to contribute the institutional
assets and operations of Kaplan University (KU) to a new,
nonprofit, public-benefit corporation (New University) affiliated
with Purdue University (Purdue) in exchange for a Transition and
Operations Support Agreement (TOSA), to which, among other
provisions, Kaplan will provide key non-academic operations
support to New University for an initial term of 30 years with a
buy-out option after six years. The terms and conditions of the
Transfer Agreement and the TOSA are described in Item 8.01 of the
Current Report on Form 8-K filed by Graham Holdings Company on
April 27, 2017 and such description is incorporated herein by
reference.

The Transfer Agreement, including the form of the TOSA attached
as an exhibit thereto, has been filed herewith as Exhibit 2.1,
and the description set forth above is qualified in its entirety
by the full terms and conditions of the Transfer Agreement. The
form of TOSA filed herewith as Exhibit 2.1 is subject to change
and the terms of the definitive TOSA may differ from the
description set forth above.

The Transfer Agreement has been included to provide investors
with information regarding its terms. It is not intended to
provide any other factual information about Graham Holdings
Company, Purdue or their respective subsidiaries or affiliates.
The representations, warranties and covenants contained in the
Transfer Agreement were made only for purposes of the Transfer
Agreement and as of specific dates, were solely for the benefit
of the parties to the Transfer Agreement, may be subject to
limitations agreed upon by the contracting parties, including,
without limitation, being qualified by confidential disclosures
made for the purposes of allocating contractual risk between the
parties to the Transfer Agreement instead of establishing these
matters as facts, and may be subject to standards of materiality
applicable to the contracting parties that differ from those
applicable to investors. Investors are not third-party
beneficiaries under the Transfer Agreement and should not rely on
the representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or
condition of the parties thereto or any of their respective
subsidiaries or affiliates. Moreover, information concerning the
subject matter of representations and warranties may change after
the date of the Transfer Agreement, which subsequent information
may or may not be fully reflected in Graham Holdings Companys
public disclosures.

Item 9.01 Financial Statements and Exhibits.

*Graham Holdings Company hereby undertakes to furnish
supplementally a copy of any omitted exhibit or schedule to such
agreement to the U.S. Securities and Exchange Commission upon
request.