SEC Filing | Graham Holdings Company

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Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended June 29, 2008

¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 1-6714

THE WASHINGTON POST COMPANY

(Exact name of registrant as specified in its charter)

Delaware

53-0182885

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)


1150 15th Street, N.W. Washington, D.C.		20071
(Address of principal executive offices)		(Zip Code)

(202) 334-6000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x. No ¨.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x.

Shares outstanding at August 1, 2008:


Class A Common Stock		1,291,693 Shares
Class B Common Stock		8,073,720 Shares

THE WASHINGTON POST COMPANY

Index to Form 10-Q


PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements

	a.	Condensed Consolidated Statements of Income (Unaudited) for the Thirteen and Twenty-Six Weeks Ended June 29, 2008 and July 1, 2007	3

	b.	Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the Thirteen and Twenty-Six Weeks Ended June 29, 2008 and July 1, 2007	4

	c.	Condensed Consolidated Balance Sheets at June 29, 2008 (Unaudited) and December 30, 2007	5

	d.	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Twenty-Six Weeks Ended June 29, 2008 and July 1, 2007	6

	e.	Notes to Condensed Consolidated Financial Statements (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Results of Operations and Financial Condition		20

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		28

Item 4.	Controls and Procedures		28

PART II.	OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		29

Item 4.	Submission of Matters to a Vote of Security Holders		30

Item 6.	Exhibits		31

Signatures			32

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

The Washington Post Company

Condensed Consolidated Statements of Income

(Unaudited)


	Thirteen Weeks Ended						Twenty-Six Weeks Ended
(In thousands, except per share amounts)	June 29, 2008			July 1, 2007			June 29, 2008			July 1, 2007
Operating revenues
Education	$	576,464		$	503,487		$	1,119,720		$	979,268
Advertising		268,699			318,310			536,425			611,101
Circulation and subscriber		224,214			202,365			442,822			399,116
Other		36,840			22,611			70,390			42,896

		1,106,217			1,046,773			2,169,357			2,032,381

Operating costs and expenses
Operating		507,985			464,040			999,138			914,715
Selling, general and administrative		525,655			399,099			965,703			785,856
Depreciation of property, plant and equipment		61,479			54,060			121,939			107,509
Amortization of intangible assets		6,282			4,314			10,892			7,046

		1,101,401			921,513			2,097,672			1,815,126

Income from operations		4,816			125,260			71,685			217,255

Other income (expense)
Equity in (losses) earnings of affiliates		(5,653	)		(135	)		(8,896	)		8,948
Interest income		1,286			2,705			3,382			5,981
Interest expense		(6,098	)		(6,159	)		(12,632	)		(12,084	)
Other, net		2,848			4,345			6,927			5,146

(Loss) income before income taxes		(2,801	)		126,016			60,466			225,246
(Benefit) provision for income taxes		(100	)		57,200			23,900			92,000

Net (loss) income		(2,701	)		68,816			36,566			133,246
Redeemable preferred stock dividends		(237	)		(230	)		(710	)		(715	)

Net (loss) income available for common shares	$	(2,938	)	$	68,586		$	35,856		$	132,531

Basic (loss) earnings per common share	$	(0.31	)	$	7.22		$	3.78		$	13.94

Diluted (loss) earnings per common share	$	(0.31	)	$	7.19		$	3.77		$	13.89

Dividends declared per common share	$	2.15		$	2.05		$	6.45		$	6.15

Basic average number of common shares outstanding		9,480			9,502			9,482			9,508
Diluted average number of common shares outstanding		9,480			9,536			9,508			9,542

The Washington Post Company

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)


	Thirteen Weeks Ended						Twenty-Six Weeks Ended
(In thousands)	June 29, 2008			July 1, 2007			June 29, 2008			July 1, 2007
Net (loss) income	$	(2,701	)	$	68,816		$	36,566		$	133,246

Other comprehensive income (loss)
Foreign currency translation adjustment		6,485			9,551			13,943			11,459
Change in unrealized gain on available-for-sale securities		2,482			11,660			(50,699	)		12,407
Pension and other postretirement plan adjustments		(1,883	)		(1,131	)		(3,770	)		(2,276	)

		7,084			20,080			(40,526	)		21,590
Income tax (expense) benefit related to other comprehensive income		(440	)		(8,874	)		22,514			(8,715	)

		6,644			11,206			(18,012	)		12,875

Comprehensive income	$	3,943		$	80,022		$	18,554		$	146,121

The Washington Post Company

Condensed Consolidated Balance Sheets


(In thousands)	June 29, 2008			December 30, 2007
(In thousands)	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	196,273		$	321,466
Investments in marketable equity securities and other investments		130,200			51,678
Accounts receivable, net		459,536			480,743
Deferred income taxes		45,502			46,399
Income taxes		5,503			—
Inventories		36,629			23,194
Other current assets		75,796			71,490

		949,439			994,970
Property, plant and equipment
Buildings		346,681			346,116
Machinery, equipment and fixtures		2,276,903			2,185,920
Leasehold improvements		254,005			239,641

		2,877,589			2,771,677
Less accumulated depreciation		(1,709,882	)		(1,596,698	)

		1,167,707			1,174,979
Land		49,474			49,187
Construction in progress		83,263			56,571

		1,300,444			1,280,737
Investments in marketable equity securities		357,203			417,781
Investments in affiliates		99,468			102,399
Goodwill, net		1,553,827			1,498,237
Indefinite-lived intangible assets, net		526,840			520,905
Amortized intangible assets, net		69,631			70,437
Prepaid pension cost		942,074			1,034,789
Deferred charges and other assets		88,127			84,254

	$	5,887,053		$	6,004,509

Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable and accrued liabilities	$	551,363		$	564,744
Income taxes		—			4,580
Deferred revenue		362,671			354,564
Dividends declared		20,730			—
Short-term borrowings		499,038			89,585

		1,433,802			1,013,473
Postretirement benefits other than pensions		82,739			81,041
Accrued compensation and related benefits		243,439			242,583
Other liabilities		86,468			84,214
Deferred income taxes		663,392			709,694
Long-term debt		16			400,519

		2,509,856			2,531,524
Redeemable preferred stock		11,826			11,826

Preferred stock		—			—

Common shareholders’ equity
Common stock		20,000			20,000
Capital in excess of par value		227,187			217,780
Retained earnings		4,304,145			4,329,726
Accumulated other comprehensive income
Cumulative foreign currency translation adjustment		57,514			42,845
Unrealized gain on available-for-sale securities		123,120			153,539
Unrealized gain on pension and other postretirement plans		295,890			298,152
Cost of Class B common stock held in treasury		(1,662,485	)		(1,600,883	)

		3,365,371			3,461,159

	$	5,887,053		$	6,004,509

The Washington Post Company

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Twenty-Six Weeks Ended
(In thousands)	June 29, 2008			July 1, 2007
Cash flows from operating activities:
Net income	$	36,566		$	133,246
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property, plant and equipment		121,939			107,509
Amortization of intangible assets		10,892			7,046
Net pension benefit		(13,182	)		(10,799	)
Early retirement program expense		112,001			—
Foreign exchange gain		(7,263	)		(4,604	)
Equity in losses (earnings) of affiliates, net of distributions		9,086			(8,948	)
(Benefit) provision for deferred income taxes		(20,511	)		16,892
Change in assets and liabilities:
Decrease in accounts receivable, net		26,614			28,746
(Increase) decrease in inventories		(13,435	)		5,051
Decrease in accounts payable and accrued liabilities		(27,132	)		(44,999	)
(Decrease) increase in deferred revenue		(4,170	)		17,910
Increase in income taxes receivable		(10,129	)		(21,971	)
Increase in other assets and other liabilities, net		(6,536	)		(2,597	)
Other		2,392			2,624

Net cash provided by operating activities		217,132			225,106

Cash flows from investing activities:
Investments in certain businesses, net of cash acquired		(55,975	)		(136,391	)
Purchases of property, plant and equipment		(133,832	)		(137,932	)
Investments in affiliates and cost method investments		(7,834	)		(14,639	)
Investments in marketable equity securities and other investments		(68,563	)		—
Other		807			3,464

Net cash used in investing activities		(265,397	)		(285,498	)

Cash flows from financing activities:
Common shares repurchased		(64,287	)		(15,609	)
Dividends paid		(41,417	)		(39,587	)
Issuance of commercial paper, net		10,200			—
Proceeds from exercise of stock options		8,319			2,124
Excess tax benefit on stock options		3,188			361
Cash overdraft		2,871			2,936
Principal payments on debt		(1,363	)		(3,038	)
Other		—			(294	)

Net cash used in financing activities		(82,489	)		(53,107	)

Effect of currency exchange rate change		5,561			1,475

Net decrease in cash and cash equivalents		(125,193	)		(112,024	)
Beginning cash and cash equivalents		321,466			348,148

Ending cash and cash equivalents	$	196,273		$	236,124

The Washington Post Company

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1: Organization, Basis of Presentation and Recent Accounting Pronouncements

The Washington Post Company, Inc. (the “Company”) is a diversified education and media company whose principal operations include educational and career services, newspaper and magazine publishing, television broadcasting, cable television systems and electronic information services.

The results of operations at the education division Kaplan, Inc. (“Kaplan”), when examined on a quarterly basis, reflect the volatility of Kaplan stock compensation charges, as well as other seasonal effects. Results of operations, when examined on a quarterly basis, also reflect the seasonality of advertising that affects the newspaper, magazine and broadcasting operations. Advertising revenues in the second and fourth quarters are typically higher than first and third quarter revenues.

Financial Periods

The Company generally reports on a thirteen week fiscal quarter ending on the Sunday nearest the calendar quarter-end. The fiscal quarters for 2008 and 2007 ended on June 29, 2008, March 30, 2008, July 1, 2007 and April 1, 2007, respectively. With the exception of the newspaper publishing operations and the corporate office, subsidiaries of the Company report on a calendar-quarter basis.

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with: (i) generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information; (ii) the instructions to Form 10-Q; and (iii) the guidance of Rule 10-01 of Regulation S-X under the Securities and Exchange Act of 1934, as amended, for financial statements required to be filed with the Securities and Exchange Commission (“SEC”). They include the assets, liabilities, results of operations and cash flows of the Company, including its domestic and foreign subsidiaries that are more than 50% owned or otherwise controlled by the Company. As permitted under such rules, certain notes and other financial information normally required by GAAP have been condensed or omitted. Management believes the accompanying condensed consolidated financial statements reflect all normal and recurring adjustments necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows as of and for the periods presented herein. The Company’s results of operations for the thirteen and twenty-six weeks ended June 29, 2008 and July 1, 2007 may not be indicative of the Company’s future results. These condensed consolidated financial statements are unaudited and should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2007.

The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP.

Certain amounts in previously issued financial statements have been reclassified to conform with the current year presentation.

Use of Estimates in the Preparation of the Condensed Consolidated Financial Statements

The preparation of the condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect amounts reported herein. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in those estimates.

Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS 157”), which defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. SFAS 157 was effective for the Company at the beginning of fiscal year 2008 for all financial assets and liabilities and for nonfinancial assets and liabilities recognized or disclosed at fair value in our Condensed Consolidated Financial Statements on a recurring basis (at least annually). The adoption of these provisions did not have any impact on the Company’s Condensed Consolidated Financial Statements, as the Company’s existing fair value measurements are consistent with the guidance of SFAS 157. The FASB deferred the effective date of SFAS 157 for nonfinancial assets and liabilities that are not remeasured at fair value on a recurring basis, until the beginning of the Company’s 2009 fiscal year. The Company is currently evaluating the impact that SFAS 157 will have on its pension related financial assets and nonfinancial assets and liabilities that are not valued on a recurring basis (at least annually). See Note 10 for additional disclosures about fair value measurements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (“fair value option”). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, SFAS 159 specifies that unrealized gains and losses for that instrument be reported in earnings at each subsequent reporting date. This statement was effective for the Company at the beginning of fiscal year 2008. We did not apply the fair value option to any of our outstanding instruments and, therefore, SFAS 159 did not have an impact on our Condensed Consolidated Financial Statements.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business Combinations” (“SFAS 141R”). SFAS 141R requires the acquisition method of accounting to be applied to all business combinations, which significantly changes the accounting for certain aspects of business combinations. Under SFAS 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS 141R will change the accounting treatment for certain specific acquisition related items including: (1) expensing acquisition related costs as incurred; (2) valuing noncontrolling interests at fair value at the acquisition date; and (3) expensing restructuring costs associated with an acquired business. SFAS 141R also includes a substantial number of new disclosure requirements. SFAS 141R is to be applied prospectively to business combinations for which the acquisition date is on or after the beginning of fiscal year 2009, except as it relates to certain income tax accounting matters. The Company expects SFAS 141R to have an impact on its accounting for future business combinations once adopted, but the effect is dependent upon the acquisitions that are made in the future.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (“SFAS 160”). SFAS 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary (minority interest) is an ownership interest in the consolidated entity that should be reported as equity in the Consolidated Financial Statements and separate from the parent company’s equity. Among other requirements, this statement requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. This statement also requires disclosure, on the face of the Consolidated Statements of Income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. This statement is effective for the Company at the beginning of fiscal year 2009. The Company is in the process of evaluating the impact SFAS 160 will have on its Consolidated Financial Statements.

In April 2008, the FASB issued FASB Staff Position (“FSP”) No. 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP 142-3”). FSP 142-3 amends the factors

to be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets under SFAS No. 142, “Goodwill and Other Intangible Assets.” Its intent is to improve the consistency between the useful life of an intangible asset and the period of expected cash flows used to measure its fair value. This FSP is effective for the Company at the beginning of fiscal year 2009. The Company is in the process of evaluating the impact of FSP 142-3 on its Consolidated Financial Statements.

In June 2008, the FASB issued FSP No. Emerging Issues Task Force (“EITF”) 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities” (“FSP 03-6-1”). FSP 03-6-1 clarifies that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are to be included in the computation of earnings per share under the two-class method described in SFAS No. 128, “Earnings Per Share.” This FSP is effective for the Company at the beginning of fiscal year 2009 and requires all presented prior-period earnings per share data to be adjusted retrospectively. The Company is in the process of evaluating the impact FSP 03-6-1 will have on its Consolidated Financial Statements.

Note 2: Investments

Investments in marketable equity securities at June 29, 2008 and December 30, 2007 consist of the following (in thousands):


	June 29, 2008		December 30, 2007
Total cost	$	279,329	$	213,561
Gross unrealized gains		205,199		255,898

Total fair value	$	484,528	$	469,459

In the first quarter of 2008, the Company purchased $65.8 million in the common stock of Corinthian Colleges, Inc, a publicly traded education company. There were no additional investments in marketable equity securities during the second quarter of 2008 or in the first six months of 2007.

As of June 29, 2008 and December 30, 2007, the Company had money market investments of $4.5 million and $5.1 million, respectively, that are classified as “cash and cash equivalents” on the Company’s consolidated balance sheet.

In the second quarter of 2008, the Company recorded $6.8 million in impairment charges at two of the Company’s affiliates. In the first six months of 2007, $8.9 million of the equity in earnings of affiliates is due to a gain on the sale of land at the Company’s Bowater Mersey Paper Company Limited affiliate.

Note 3: Acquisitions

In the second quarter of 2008, Kaplan acquired two businesses in their professional and test preparation divisions totaling $14.8 million. In the first quarter of 2008, Kaplan acquired two businesses in their professional and test preparation divisions totaling $31.4 million. Also in the first quarter of 2008, the cable division acquired subscribers in the Winona, Mississippi area for $15.6 million. Most of the purchase price for these acquisitions has been allocated to goodwill and other intangibles and property, plant and equipment on a preliminary basis.

In 2007, Kaplan purchased a 40% interest in ACE Education, a provider of education in China that provides preparation courses for entry to U.K. universities, along with degree and professional training programs at campuses throughout China. In the first quarter of 2008, Kaplan exercised an option to increase its investment in ACE Education to a majority interest. This transaction is expected to close in the third quarter. As of June 29, 2008, this investment is included in investment in affiliates as Kaplan does not have control of ACE Education.

In July 2008, the Company announced an agreement with NBC Universal to acquire WTVJ, the NBC-owned and operated television station in Miami, FL. The Company will continue to operate WTVJ as an NBC affiliate. The purchase price is approximately $205 million and the transaction is expected to be completed by the end of 2008. The acquisition is subject to approval by the Federal Communications Commission. The Company also owns and operates WPLG, the ABC affiliate in Miami, FL.

In the second quarter of 2007, the Company completed four business acquisitions, primarily in the education division, totaling $29.1 million. These included Kaplan higher education division’s acquisitions of Sagemont Virtual, a leader in the growing field of online high school instruction that has been doing business as the University of Miami Online High School, and Virtual Sage, a developer of online high school courses. In the first quarter of 2007, Kaplan acquired two businesses in their professional division totaling $115.8 million. These acquisitions included EduNeering Holdings, Inc., a Princeton, N.J. based provider of knowledge management solutions for organizations in the pharmaceutical, medical device, healthcare, energy and manufacturing sectors. Also in the first quarter of 2007, the cable division acquired subscribers in the Boise, Idaho area for $4.3 million.

Pro forma results of operations for current and prior years, assuming the acquisitions occurred at the beginning of 2007, are not materially different from reported results of operations.

Note 4: Goodwill and Other Intangible Assets

The Company’s intangible assets with an indefinite life are principally from franchise agreements at its cable division, as the Company expects its cable franchise agreements to provide the Company with substantial benefit for a period that extends beyond the foreseeable horizon, and the Company’s cable division historically has obtained renewals and extensions of such agreements for nominal costs and without any material modifications to the agreements. Amortized intangible assets are primarily mastheads, customer relationship intangibles and non-compete agreements, with amortization periods up to ten years.

The Company’s goodwill and other intangible assets as of June 29, 2008 and December 30, 2007 were as follows (in thousands):


	Gross		Accumulated Amortization		Net
2008
Goodwill	$	1,852,229	$	298,402	$	1,553,827
Indefinite-lived intangible assets		690,646		163,806		526,840
Amortized intangible assets		124,749		55,118		69,631

	$	2,667,624	$	517,326	$	2,150,298

2007
Goodwill	$	1,796,639	$	298,402	$	1,498,237
Indefinite-lived intangible assets		684,711		163,806		520,905
Amortized intangible assets		114,663		44,226		70,437

	$	2,596,013	$	506,434	$	2,089,579

Activity related to the Company’s goodwill and other intangible assets during the six months ended June 29, 2008 was as follows (in thousands):


	Goodwill, Net
	Beginning of Year		Acquisitions		Foreign Currency Exchange Rate Changes and Other		Balance as of June 29, 2008
Education	$	1,020,177	$	36,408	$	18,745	$	1,075,330
Newspaper Publishing		81,169		—		—		81,169
Television Broadcasting		203,165		—		—		203,165
Magazine Publishing		25,015		—		—		25,015
Cable Television		85,666		293		—		85,959
Other Businesses and Corporate Office		83,045		144		—		83,189

	$	1,498,237	$	36,845	$	18,745	$	1,553,827


	Indefinite-Lived Intangible Assets, Net
	Beginning of Year		Acquisitions		Balance as of June 29, 2008
Education	$	9,262		—	$	9,262
Newspaper Publishing		—		—		—
Television Broadcasting		—		—		—
Magazine Publishing		—		—		—
Cable Television		511,643	$	5,935		517,578
Other Businesses and Corporate Office		—		—		—

	$	520,905	$	5,935	$	526,840


	Amortized Intangible Assets, Net
	Beginning of Year		Acquisitions and Additions			Amortization			Foreign Currency Exchange Rate Changes and Other		Balance as of June 29, 2008
Education	$	36,822	$	9,593		$	(7,352	)	$	400	$	39,463
Newspaper Publishing		4,240		—			(324	)		1		3,917
Television Broadcasting		—		—			—			—		—
Magazine Publishing		—		—			—			—		—
Cable Television		1,081		332			(155	)		—		1,258
Other Businesses and Corporate Office		28,294		(240	)		(3,061	)		—		24,993

	$	70,437	$	9,685		$	(10,892	)	$	401	$	69,631

Activity related to the Company’s goodwill and other intangible assets during the six months ended July 1, 2007 was as follows (in thousands):


	Goodwill, Net
	Beginning of Year		Acquisitions		Foreign Currency Exchange Rate Changes		Balance as of July 1, 2007
Education	$	845,754	$	110,190	$	7,516	$	963,460
Newspaper Publishing		79,739		468		—		80,207
Television Broadcasting		203,165		—		—		203,165
Magazine Publishing		25,015		—		—		25,015
Cable Television		85,666		—		—		85,666
Other Businesses and Corporate Office		912		—		—		912

	$	1,240,251	$	110,658	$	7,516	$	1,358,425


	Indefinite-Lived Intangible Assets, Net
	Beginning of Year		Acquisitions		Balance as of July 1,2007
Education	$	9,262		—	$	9,262
Newspaper Publishing		—		—		—
Television Broadcasting		—		—		—
Magazine Publishing		—		—		—
Cable Television		508,480	$	3,229		511,709
Other Businesses and Corporate Office		—		—		—

	$	517,742	$	3,229	$	520,971


	Amortized Intangible Assets, Net
	Beginning of Year		Acquisitions and Additions		Amortization			Foreign Currency Exchange Rate Changes and Other		Balance as of July 1, 2007
Education	$	25,270	$	20,630	$	(6,288	)	$	111	$	39,723
Newspaper Publishing		5,508		—		(584	)		—		4,924
Television Broadcasting		—		—		—			—		—
Magazine Publishing		—		—		—			—		—
Cable Television		1,021		—		(174	)		—		847
Other Businesses and Corporate Office		—		—		—			—		—

	$	31,799	$	20,630	$	(7,046	)	$	111	$	45,494

Note 5: Borrowings

Long-term debt consists of the following (in millions):


	June 29, 2008			December 30, 2007
Commercial paper borrowings	$	95.0		$	84.8
5.5 percent unsecured notes due February 15, 2009		399.8			399.7
Other indebtedness		4.2			5.6

Total		499.0			490.1
Less current portion		(499.0	)		(89.6	)

Total long-term debt	$	—		$	400.5

The Company’s commercial paper borrowings at June 29, 2008 and December 30, 2007 were at average interest rates of 2.2 percent and 4.5 percent, respectively.

The Company’s $399.8 million unsecured notes that are due February 15, 2009 are now classified as current liabilities at June 29, 2008.

The Company’s other indebtedness at June 29, 2008 and December 30, 2007 is at interest rates of 5% to 8% and matures from 2008 to 2009.

During the second quarter of 2008 and 2007, the Company had average borrowings outstanding of approximately $457.3 million and $406.1 million, respectively, at average annual interest rates of approximately 5.1 percent and 5.5 percent, respectively. During the second quarter of 2008 and 2007, the Company incurred net interest expense of $4.8 million and $3.5 million, respectively.

During the first six months of 2008 and 2007, the Company had average borrowings outstanding of approximately $475.0 million and $405.5 million, respectively, at average annual interest rates of approximately 5.1 percent and 5.5 percent, respectively. During the first six months of 2008 and 2007, the Company incurred net interest expense of $9.3 million and $6.1 million, respectively.

Note 6: (Loss) Earnings Per Share

The Company’s (loss) earnings per share (basic and diluted) for the second quarter and first six months of 2008 and 2007, are presented below:


	Thirteen Weeks Ended					Twenty-Six Weeks Ended
	June 29, 2008			July 1, 2007		June 29, 2008		July 1, 2007
Net (loss) income available for common shares	$	(2,938	)	$	68,586	$	35,856	$	132,531

Weighted-average shares outstanding – basic		9,480			9,502		9,482		9,508

Effect of dilutive shares:
Stock options and restricted stock		24			34		26		34
Less: Dilutive shares excluded from calculation due to net loss		(24	)		—		—		—

Weighted-average shares outstanding – diluted		9,480			9,536		9,508		9,542
Basic (loss) earnings per common share	$	(0.31	)	$	7.22	$	3.78	$	13.94

Diluted (loss) earnings per common share	$	(0.31	)	$	7.19	$	3.77	$	13.89

For the second quarter of 2008, there are 9,480,073 weighted average basic and diluted shares outstanding; these amounts are the same as the Company reported a net loss for the second quarter of 2008.

The first six months of 2008 diluted earnings per share amount excludes the effects of 29,625 stock options outstanding, respectively, as their inclusion would be antidilutive. The second quarter and first six months of 2007 diluted earnings per share amount excludes the effects of 12,000 and 7,500 stock options outstanding, respectively, as their inclusion would be antidilutive.

Note 7: Pension and Postretirement Plans

The total cost (income) arising from the Company’s defined benefit pension plans for the second quarter and six months ended June 29, 2008 and July 1, 2007, consists of the following components (in thousands):


	Pension Plans
	Thirteen Weeks Ended						Twenty-Six Weeks Ended
	June 29, 2008			July 1, 2007			June 29, 2008			July 1, 2007
Service cost	$	6,855		$	7,020		$	13,761		$	13,153
Interest cost		11,334			11,858			22,752			22,217
Expected return on assets		(24,246	)		(24,755	)		(48,673	)		(46,382	)
Amortization of transition asset		(9	)		(14	)		(19	)		(25	)
Amortization of prior service cost		1,065			1,273			2,139			2,385
Recognized actuarial gain		(1,566	)		(1,146	)		(3,142	)		(2,147	)

Net periodic benefit		(6,567	)		(5,764	)		(13,182	)		(10,799	)
Early retirement program expense		82,351			—			104,875			—

Total cost (income)	$	75,784		$	(5,764	)	$	91,693		$	(10,799	)


	SERP
	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	June 29, 2008		July 1, 2007		June 29, 2008		July 1, 2007
Service cost	$	406	$	384	$	812	$	769
Interest cost		849		768		1,698		1,537
Amortization of prior service cost		111		112		223		223
Recognized actuarial loss		172		231		343		461

Net periodic cost		1,538		1,495		3,076		2,990
Early retirement program expense		5,027		—		7,126		—

Total cost	$	6,565	$	1,495	$	10,202	$	2,990

The total cost arising from the Company’s postretirement plans for the second quarter and six months ended June 29, 2008 and July 1, 2007, consists of the following components (in thousands):


	Postretirement Plans
	Thirteen Weeks Ended						Twenty-Six Weeks Ended
	June 29, 2008			July 1, 2007			June 29, 2008			July 1, 2007
Service cost	$	942		$	914		$	1,885		$	1,828
Interest cost		1,212			1,227			2,423			2,454
Amortization of prior service credit		(1,286	)		(1,176	)		(2,572	)		(2,352	)
Recognized actuarial gain		(372	)		(410	)		(743	)		(820	)

Total cost	$	496		$	555		$	993		$	1,110

Newsweek offered a Voluntary Retirement Incentive Program to certain employees in the first quarter of 2008 and 117 employees accepted the offer. The Company recorded early retirement program expense of $4.6 million and $29.2 million for the second quarter and first six months of 2008, respectively, which will be funded mostly from the assets of the Company’s pension plans.

The Company offered a Voluntary Retirement Incentive Program in March 2008 to some employees of The Washington Post newspaper and the corporate office; 236 employees have accepted the offer. The early retirement program expense of $82.8 million was recorded in the second quarter of 2008, which will be funded mostly from the assets of the Company’s pension plans.

Note 8: Other Non-Operating Income (Expense)

The Company recorded other non-operating income, net, of $2.8 million for the second quarter of 2008, compared to non-operating income, net, of $4.3 million for the second quarter of 2007. For the first six months of 2008 and 2007, the Company recorded other non-operating income, net, of $6.9 million and $5.1 million, respectively.

A summary of non-operating income (expense) for the thirteen and twenty-six weeks ended June 29, 2008 and July 1, 2007, is as follows (in millions):


	Thirteen Weeks Ended					Twenty-Six Weeks Ended
	June 29, 2008			July 1, 2007		June 29, 2008			July 1, 2007
Foreign currency gains, net	$	2.9		$	3.8	$	7.3		$	4.6
Gain on cost method and other investments		—			0.5		—			0.5
Other (losses), net		(0.1	)		—		(0.4	)		—

Total	$	2.8		$	4.3	$	6.9		$	5.1

Note 9: Income Taxes

The effective tax rate for the second quarter of 2008 was computed based on a 39.5% effective tax rate for the first six months of 2008. The effective tax rate for the second quarter of 2007 was 45.4%. Results for the second quarter of 2007 included an additional $15.5 million in income tax expense related to Bowater Mersey, the Company’s 49% owned affiliate based in Canada. The Company previously recorded deferred income taxes on the equity in earnings (losses) of Bowater Mersey based on the 5% dividend withholding rate provided in the tax treaty between the U.S. and Canada. In the second quarter of 2007, the Company obtained additional information related to Bowater Mersey’s Canadian tax position and determined that deferred income taxes on the equity in earnings (losses) of this investment should have been recorded at a 35% tax rate. $12.9 million of the expense related to 2006 and prior years; $2.6 million of the expense related to the first quarter of 2007. The Company concluded that these charges were not material to the Company’s financial positions or results of operations for 2007 and prior years, based on its consideration of quantitative and qualitative factors. Also included in the second quarter of 2007 was a $6.3 million income tax benefit related to a change in certain state income tax laws enacted in the second quarter of 2007. Both of these items were non-cash items in 2007, impacting the Company’s long-term net deferred income tax liabilities. Excluding the impact of these items, the effective tax rate for the second quarter of 2007 was 38.0%.

The effective tax rate for the first six months of 2008 was 39.5%, compared to 40.8% for the first six months of 2007. Results for the first six months of 2007 included the additional $12.9 million in income tax expense related to the Company’s Bowater Mersey affiliate, and the $6.3 million income tax benefit related to a change in certain state income tax laws enacted in the second quarter of 2007. Excluding the impact of these items, the effective tax rate for the first six months of 2007 was 38.0%.

Note 10: Fair Value Measurements

In accordance with SFAS 157, a fair value measurement is determined based on the assumptions that a market participant would use in pricing an asset or liability. SFAS 157 also established a three-tiered hierarchy that draws a distinction between market participant assumptions based on (i) observable inputs such as quoted prices in active markets (Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2) and (iii) unobservable inputs that require the Company to use present value and other valuation techniques in the determination of fair value (Level 3). Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measure. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy.

The Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 29, 2008 were as follows (in thousands):


			Fair Value Measurements as of June 29, 2008
	Fair Value at June 29, 2008		Quoted Prices in Active Markets for Identical Items (Level 1)		Significant Other Observable Inputs (Level 2)
Assets:
Marketable equity securities⁽¹⁾
Current	$	127,325	$	127,325		—
Non-current		357,203		357,203		—
Other current investments⁽²⁾		2,875		—	$	2,875

Total financial assets	$	487,403	$	484,528	$	2,875

Liabilities:
Deferred compensation plan liabilities⁽³ ⁾	$	80,479	$	—	$	80,479

Total financial liabilities	$	80,479	$	—	$	80,479

⁽¹⁾	The Company’s investments in marketable equity securities are classified as available-for-sale.

⁽²⁾	Other investments represent time deposits with original maturities greater than 90 days but less than one year.

⁽³⁾	Includes The Washington Post Company Deferred Compensation Plan and supplemental savings plan benefits under The Washington Post Company Supplemental Executive Retirement Plan.

For assets that are measured using quoted prices in active markets, the total fair value is the published market price per unit multiplied by the number of units held without consideration of transaction costs. Assets and liabilities that are measured using significant other observable inputs are primarily valued by reference to quoted prices of similar assets or liabilities in active markets, adjusted for any terms specific to that asset or liability.

Note 11: Business Segments

The following table summarizes financial information related to each of the Company’s business segments. The 2008 and 2007 asset information is as of June 29, 2008 and December 30, 2007, respectively.

Second Quarter Period

(in thousands)


	Education			Newspaper Publishing			Television Broadcasting		Magazine Publishing			Cable Television			Other Businesses and Corporate Office			Intersegment Elimination			Consolidated
2008
Operating revenues	$	576,464		$	197,286		$	82,836	$	62,686		$	178,914		$	9,141		$	(1,110	)	$	1,106,217
Income (loss) from operations	$	47,421		$	(96,704	)	$	29,652	$	(3,716	)	$	40,105		$	(11,942	)	$	—		$	4,816
Equity in losses of affiliates																						(5,653	)
Interest expense, net																						(4,812	)
Other, net																						2,848

Loss before income taxes																					$	(2,801	)

Depreciation expense	$	16,482		$	11,401		$	2,272	$	525		$	30,743		$	56		$	—		$	61,479
Amortization expense	$	4,512		$	150		$	—	$	—		$	89		$	1,531		$	—		$	6,282
Net pension (expense) credit	$	(930	)	$	(78,916	)	$	284	$	5,979		$	(359	)	$	(1,842	)	$	—		$	(75,784	)
Identifiable assets	$	1,895,154		$	747,943		$	470,395	$	823,767		$	1,217,846		$	147,952		$	—		$	5,303,057
Investments in marketable equity securities																						484,528
Investments in affiliates																						99,468

Total assets																					$	5,887,053


	Education			Newspaper Publishing			Television Broadcasting		Magazine Publishing		Cable Television			Other Businesses and Corporate Office			Intersegment Elimination			Consolidated
2007
Operating revenues	$	503,487		$	227,901		$	87,863	$	73,418	$	154,421		$	—		$	(317	)	$	1,046,773
Income (loss) from operations	$	37,548		$	17,758		$	35,203	$	12,914	$	32,097		$	(10,260	)	$	—		$	125,260
Equity in losses of affiliates																					(135	)
Interest expense, net																					(3,454	)
Other, net																					4,345

Income before income taxes																				$	126,016

Depreciation expense	$	14,299		$	9,566		$	2,374	$	568	$	26,888		$	365		$	—		$	54,060
Amortization expense	$	4,020		$	292		$	—	$	—	$	2		$	—		$	—		$	4,314
Net pension credit (expense)	$	(906	)	$	(2,601	)	$	306	$	9,285	$	(320	)	$	—		$	—		$	5,764
Identifiable assets	$	1,930,525		$	832,655		$	464,815	$	837,527	$	1,205,374		$	161,755		$	—		$	5,432,651
Investments in marketable equity securities																					469,459
Investments in affiliates																					102,399

Total assets																				$	6,004,509

Six Month Period

(in thousands)


	Education			Newspaper Publishing			Television Broadcasting		Magazine Publishing			Cable Television			Other Businesses and Corporate Office			Intersegment Elimination			Consolidated
2008
Operating revenues	$	1,119,720		$	403,376		$	160,504	$	116,074		$	353,171		$	18,600		$	(2,088	)	$	2,169,357
Income (loss) from operations	$	94,152		$	(95,546	)	$	56,256	$	(36,046	)	$	74,390		$	(21,521	)	$	—		$	71,685
Equity in losses of affiliates																						(8,896	)
Interest expense, net																						(9,250	)
Other, net																						6,927

Income before income taxes																					$	60,466

Depreciation expense	$	32,781		$	21,885		$	4,470	$	1,049		$	61,567		$	187		$	—		$	121,939
Amortization expense	$	7,352		$	324		$	—	$	—		$	155		$	3,061		$	—		$	10,892
Net pension (expense) credit	$	(1,808	)	$	(81,156	)	$	568	$	(6,720	)	$	(718	)	$	(1,859	)	$	—		$	(91,693	)


	Education			Newspaper Publishing			Television Broadcasting		Magazine Publishing		Cable Television			Other Businesses and Corporate Office			Intersegment Elimination			Consolidated
2007
Operating revenues	$	979,268		$	447,055		$	168,697	$	134,661	$	303,396		$	—		$	(696	)	$	2,032,381
Income (loss) from operations	$	71,891		$	32,684		$	64,614	$	6,931	$	60,116		$	(18,981	)	$	—		$	217,255
Equity in earnings of affiliates																					8,948
Interest expense, net																					(6,103	)
Other, net																					5,146

Income before income taxes																				$	225,246

Depreciation expense	$	28,352		$	18,810		$	4,732	$	1,109	$	53,776		$	730		$	—		$	107,509
Amortization expense	$	6,288		$	584		$	—	$	—	$	174		$	—		$	—		$	7,046
Net pension credit (expense)	$	(1,748	)	$	(5,200	)	$	612	$	17,774	$	(639	)	$	—		$	—		$	10,799

The Company’s education division comprises the following operating segments:

Second Quarter Period

(in thousands)


	Higher Education		Test Prep		Professional		Corporate Overhead and Other			Intersegment Elimination			Total Education
2008
Operating revenues	$	298,881	$	153,651	$	123,707	$	304		$	(79	)	$	576,464
Income (loss) from operations	$	41,251	$	25,296	$	10,152	$	(29,321	)	$	43		$	47,421
Identifiable assets	$	629,338	$	417,802	$	838,503	$	9,511		$	—		$	1,895,154
Depreciation expense	$	8,353	$	3,469	$	3,697	$	963		$	—		$	16,482
Amortization expense							$	4,512					$	4,512
Kaplan stock-based incentive compensation expense							$	13,965					$	13,965

	Higher Education		Test Prep		Professional		Corporate Overhead and Other			Intersegment Elimination			Total Education
2007
Operating revenues	$	243,700	$	148,519	$	111,594	$	318		$	(644	)	$	503,487
Income (loss) from operations	$	25,703	$	25,961	$	12,724	$	(26,607	)	$	(233	)	$	37,548
Identifiable assets	$	748,269	$	380,158	$	785,593	$	16,505		$	—		$	1,930,525
Depreciation expense	$	6,749	$	3,411	$	3,332	$	807		$	—		$	14,299
Amortization expense							$	4,020					$	4,020
Kaplan stock-based incentive compensation expense							$	12,951					$	12,951

Six Month Period

(in thousands)


	Higher Education		Test Prep		Professional		Corporate Overhead and Other			Intersegment Elimination			Total Education
2008
Operating revenues	$	593,484	$	289,526	$	236,300	$	688		$	(278	)	$	1,119,720
Income (loss) from operations	$	85,454	$	34,435	$	10,887	$	(36,705	)	$	81		$	94,152
Depreciation expense	$	16,558	$	6,957	$	7,362	$	1,904		$	—		$	32,781
Amortization expense							$	7,352					$	7,352
Kaplan stock-based incentive compensation expense							$	7,283					$	7,283

	Higher Education		Test Prep		Professional		Corporate Overhead and Other			Intersegment Elimination			Total Education
2007
Operating revenues	$	491,722	$	282,798	$	204,712	$	680		$	(644	)	$	979,268
Income (loss) from operations	$	61,950	$	40,592	$	18,554	$	(48,972	)	$	(233	)	$	71,891
Depreciation expense	$	13,649	$	6,879	$	6,073	$	1,751		$	—		$	28,352
Amortization expense							$	6,288					$	6,288
Kaplan stock-based incentive compensation expense							$	23,219					$	23,219

Education products and services are provided through the Company’s subsidiary Kaplan, Inc. Kaplan’s businesses include higher education services, which includes Kaplan’s domestic and international post-secondary education businesses, including fixed facility colleges which offer bachelor’s degrees, associate’s degrees and diploma programs primarily in the fields of healthcare, business and information technology; and online post-secondary and career programs. Kaplan’s businesses also include domestic and international test preparation, which includes Kaplan’s standardized test prep and English-language course offerings, as well as K12 and Score, which offer multi-media learning and private tutoring to children and educational resources to parents. Kaplan’s businesses also include Kaplan professional, which provides education and career services to business people and other professionals domestically and internationally. The education division’s

primary segments are higher education, test prep and professional. Kaplan “Corporate Overhead and Other” is also included; “Other” includes Kaplan stock compensation expense and amortization of certain intangibles. Certain minor changes were made to Kaplan’s segment reporting in the third quarter of 2007 due to changes in the management structure, which are reflected in the second quarter and first six months of 2007 Kaplan segment amounts.

Newspaper publishing includes the publication of newspapers in the Washington, D.C. area and Everett, Washington; newsprint warehousing and recycling facilities; and the majority of the Company’s online media publishing businesses (primarily washingtonpost.com).

The magazine publishing division consists of the publication of a weekly news magazine, Newsweek, which has one domestic and three English-language international editions (and, in conjunction with others, publishes seven foreign-language editions around the world) and the publication of Arthur Frommer’s Budget Travel. The magazine publishing division also includes certain online media publishing businesses (newsweek.com and budgettravel.com).

Revenues from both newspaper and magazine publishing operations are derived from advertising and, to a lesser extent, from circulation.

Television broadcasting operations are conducted through six VHF, television stations serving the Detroit, Houston, Miami, San Antonio, Orlando and Jacksonville television markets. All stations are network-affiliated (except for WJXT in Jacksonville) with revenues derived primarily from sales of advertising time.

Cable television operations consist of cable systems offering basic cable, digital cable, pay television, cable modem, telephony and other services to subscribers in midwestern, western, and southern states. The principal source of revenue is monthly subscription fees charged for services.

In 2008, other businesses and corporate office includes the expenses associated with the Company’s corporate office and the operating results of CourseAdvisor. In 2007, other businesses and corporate office includes the expenses associated with the Company’s corporate office. CourseAdvisor is a lead generation provider for the post-secondary education market.

Item 2.

Management’s Discussion and Analysis of Results of Operations and Financial Condition

This analysis should be read in conjunction with the consolidated financial statements and the notes thereto.

Results of Operations

Net loss for the second quarter of 2008 was $2.7 million ($0.31 loss per share), compared to net income of $68.8 million ($7.19 per share) for the second quarter of last year.

Results for the second quarter of 2008 included charges of $87.4 million related to early retirement program expense at The Washington Post newspaper, the corporate office and Newsweek (after-tax impact of $52.9 million, or $5.58 per share), which will be funded mostly from the assets of the Company’s pension plans. Results for the second quarter of 2008 also reflect a decline in equity in earnings (losses) of affiliates associated with $6.8 million in impairment charges at two of the Company’s affiliates (after-tax impact of $4.1 million, or $0.43 per share).

Results for the second quarter of 2007 included additional net income tax expense of $9.2 million ($0.97 per share) as a result of a $15.5 million ($1.63 per share) increase in taxes associated with Bowater Mersey Paper Company Limited, the Company’s 49%-owned affiliate based in Canada, and a tax benefit of $6.3 million ($0.66 per share) associated with changes in certain state income tax laws. Both of these were non-cash items in the second quarter of 2007, impacting the Company’s long-term net deferred income tax liabilities.

Revenue for the second quarter of 2008 was $1,106.2 million, up 6% from $1,046.8 million in the second quarter of 2007. The increase is due to significant revenue growth at the education and cable television divisions. Revenues were down at the Company’s newspaper publishing, magazine publishing and television broadcasting divisions.

Operating income declined in the second quarter of 2008 to $4.8 million, from $125.3 million in the second quarter of 2007, due largely to charges of $87.4 million associated with early retirement plan buyouts in the second quarter of 2008. The newspaper publishing and magazine publishing divisions reported losses in the second quarter of 2008. Operating results were also down at the television broadcasting division, while the education and cable divisions reported improved results for the quarter.

For the first six months of 2008, net income totaled $36.6 million ($3.77 per share), compared with $133.2 million ($13.89 per share) for the same period of 2007. Results for the first six months of 2008 included charges of $112.0 million related to early retirement program expense at The Washington Post newspaper, the corporate office and Newsweek (after-tax impact of $67.8 million, or $7.13 per share), which will be funded mostly from the assets of the Company’s pension plans. Results for the first six months of 2008 also reflect a decline in equity in earnings (losses) of affiliates associated with $6.8 million in impairment charges at two of the Company’s affiliates (after-tax impact of $4.1 million, or $0.43 per share). Results for the first six months of 2007 included additional net income tax expense of $6.6 million ($0.70 per share) as a result of a $12.9 million ($1.36 per share) increase in taxes associated with Bowater Mersey and a tax benefit of $6.3 million ($0.66 per share) associated with changes in certain state income tax laws. Both of these were non-cash items in 2007, impacting the Company’s long-term net deferred income tax liabilities. Also included in the first six months of 2007 was a significant increase in equity in earnings of affiliates primarily from a gain on the sale of land at the Company’s Bowater Mersey affiliate (after-tax impact of $6.5 million, or $0.68 per share).

Revenue for the first half of 2008 was $2,169.4 million, up 7% from $2,032.4 million in the first half of 2007, due to increased revenues at the Company’s education and

cable divisions, partially offset by revenue declines at the Company’s newspaper publishing, magazine publishing and television broadcasting divisions. Operating income for the first half of 2008 decreased to $71.7 million, from $217.3 million in the first half of 2007, due largely to early retirement program expenses of $112.0 million and significant declines in operating results at the newspaper publishing and magazine publishing divisions. Operating results also declined at the television broadcasting division, while the education and cable divisions reported improved results for the first six months of 2008.

The Company’s operating income for the second quarter and first six months of 2008 included $6.6 million and $13.2 million of net pension credits, respectively, compared to $5.8 million and $10.8 million of net pension credits, respectively, for the same periods of 2007, excluding charges related to early retirement programs.

Education Division. Education division revenue totaled $576.5 million for the second quarter of 2008, a 14% increase over revenue of $503.5 million for the same period of 2007. Excluding revenue from acquired businesses, education division revenue increased 11% for the second quarter of 2008. Kaplan reported operating income of $47.4 million for the second quarter of 2008, up 26% from $37.5 million in the second quarter of 2007.

For the first six months of 2008, education division revenue totaled $1,119.7 million, a 14% increase over revenue of $979.3 million for the same period of 2007. Excluding revenue from acquired businesses, education division revenue increased 10% for the first six months of 2008. Kaplan reported operating income of $94.2 million for the first six months of 2008, up 31% from $71.9 million for the first six months of 2007. Operating income in the first six months of 2008 includes stock compensation expense of $7.3 million, compared to stock compensation expense of $23.2 million in the first six months of 2007.

A summary of Kaplan’s operating results for the second quarter and the first six months of 2008 compared to 2007 is as follows:



	Second Quarter								YTD
(In thousands)	2008			2007			% Change		2008			2007			% Change
Revenue
Higher education	$	298,881		$	243,700		23		$	593,484		$	491,722		21
Test prep		153,651			148,519		3			289,526			282,798		2
Professional		123,707			111,594		11			236,300			204,712		15
Kaplan corporate		304			318		(4	)		688			680		1
Intersegment elimination		(79	)		(644	)	—			(278	)		(644	)	—

	$	576,464		$	503,487		14		$	1,119,720		$	979,268		14

Operating income (loss)
Higher education	$	41,251		$	25,703		60		$	85,454		$	61,950		38
Test prep		25,296			25,961		(3	)		34,435			40,592		(15	)
Professional		10,152			12,724		(20	)		10,887			18,554		(41	)
Kaplan corporate overhead		(10,845	)		(9,636	)	(13	)		(22,071	)		(19,464	)	(13	)
Other*		(18,476	)		(16,971	)	(9	)		(14,634	)		(29,508	)	50
Intersegment elimination		43			(233	)	—			81			(233	)	—

	$	47,421		$	37,548		26		$	94,152		$	71,891		31

*	Other includes charges accrued for stock-based incentive compensation and amortization of certain intangibles.

Higher education includes Kaplan’s domestic and international post-secondary education businesses, including fixed-facility colleges as well as online post-secondary and career programs. Higher education revenue grew by 23% for the second quarter of 2008 and 21% in the first half of 2008. Enrollments increased 18% to 83,400 at June 30, 2008, compared to 70,800 at June 30, 2007, due primarily to enrollment growth in the online programs. Higher education results in the first

half of 2008 include additional costs associated with the expansion of Kaplan’s online high school and international programs. Higher education results in the first quarter of 2007 were adversely affected by $2.7 million in lease termination charges.

Funds provided under student financial aid programs created under Title IV of the Federal Higher Education Act account for a large portion of Kaplan Higher Education (KHE) revenues; these funds are provided in the form of federal loans and grants. In addition, some KHE students also obtain non-Title IV private loans from lenders to finance a portion of their education. In response to recent tightening in the credit markets, certain lenders have announced that they will apply more stringent lending standards for non-Title IV private student loans. KHE estimates that approximately 7% of its domestic revenues come from non-Title IV private loans obtained by its students. To date, KHE has not been significantly impacted by the changes in the student loan market; however, continued tightening of the credit markets may result in financing difficulties for those students who rely on non-Title IV loans. Legislative and administrative efforts by both the U.S. Congress and the U.S. Department of Education are currently pending to help enhance capacity in the U.S. student loan markets; however, the outcome of these efforts is uncertain.

Test prep includes Kaplan’s standardized test preparation and English-language course offerings, as well as the K12 and Score businesses. Test prep revenue, excluding Score, grew 9% in the second quarter of 2008 and 8% in the first half of 2008, largely due to growth in English-language programs. Score revenues declined 46% for both the second quarter and first six months of 2008 as a result of the restructuring announced in the fourth quarter of 2007, which included the closing of 75 Score centers. After closings and consolidations, Score operates 79 centers that focus on providing computer-assisted instruction and small-group tutoring. Operating income for test prep declined in the first half of 2008 due to slower revenue growth combined with higher payroll and marketing costs for the traditional test preparation programs, along with continued weakness at Score.

Professional includes Kaplan’s domestic and overseas professional businesses. Professional revenue grew 11% in the second quarter of 2008 and 15% in the first half of 2008, largely due to acquisitions made since the comparable periods of 2007. Excluding revenue from acquired businesses, professional revenue was flat for the second quarter of 2008 and grew 2% in the first six months of 2008 due to revenue growth at Kaplan Professional (U.K.) and Kaplan Professional (Asia-Pacific) and from growth in the Schweser CFA exam course offerings, offset by continued declines in professional’s real estate book publishing and real estate course offerings. Operating income is down largely due to continued weakness in professional’s real estate businesses and severance and other transition costs related to the restructuring of the Kaplan Professional (U.S.) businesses, which was announced in the fourth quarter of 2007. In connection with this restructuring, product changes are being implemented and certain operations are being decentralized, in addition to employee terminations. The restructuring has largely been completed, and $1.8 million and $3.2 million in severance costs were recorded in the second quarter and first six months of 2008, respectively.

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

Other includes charges (credits) for incentive compensation arising from equity awards under the Kaplan stock option plan, which was established for certain members of Kaplan’s management. Under the plan, the amount of compensation expense (credit) varies directly with the estimated fair value of Kaplan’s common stock, which is based on a comparison of operating results and public market values of other education companies. Kaplan recorded stock compensation expense of $14.0 million and $13.0 million in the second quarter of 2008 and 2007, respectively, and $7.3 million and $23.2 million in the first six months of 2008 and 2007, respectively, related to this plan. In addition, Other includes amortization of certain intangibles, which increased due to recent Kaplan acquisitions.

Newspaper Publishing Division. Newspaper publishing division revenue totaled $197.3 million for the second quarter of 2008, a decrease of 13% from $227.9 million in the second quarter of 2007; division revenue decreased 10% to $403.4 million for the first six months of 2008, from $447.1 million for the first six months of 2007.

As previously announced, the Company offered a Voluntary Retirement Incentive Program to some employees of The Washington Post newspaper in March 2008, and 231 employees accepted the offer. The early retirement program expense of $79.8 million was recorded in the second quarter of 2008, which will be funded mostly from the assets of the Company’s pension plans. The newspaper division reported an operating loss of $96.7 million in the second quarter of 2008, compared to operating income of $17.8 million in the second quarter of 2007. For the first six months of 2008, the newspaper division reported an operating loss of $95.5 million, compared to operating income of $32.7 million for the first six months of 2007. The reduction in operating results is due primarily to the $79.8 million in early retirement program expense recorded in the second quarter of 2008. Excluding this charge, the newspaper division reported an operating loss for the second quarter and the first six months of 2008 due to the continued decline in division revenues; expenses were up slightly, despite newsprint expense declines of 7% and 10% for the second quarter and first six months of 2008, respectively.

Print advertising revenue at The Post in the second quarter of 2008 declined 22% to $99.8 million, from $128.4 million in the second quarter of 2007, and decreased 17% to $211.4 million for the first six months of 2008, from $253.6 million in the same period of 2007. The decreases are primarily the result of a large decline in classified advertising revenue, along with significant reductions in retail and general.

For the first six months of 2008, Post daily and Sunday circulation declined 2.6% and 3.7%, respectively, compared to the same periods of the prior year. For the six months ended June 29, 2008, average daily circulation at The Post totaled 631,900 and average Sunday circulation totaled 881,400.

As previously announced, The Post will close its College Park, MD, printing plant in 2010. The Post has recently determined that only one of the four presses at its College Park, MD, printing plant will be moved to The Post’s Springfield, VA, plant. The Company reassessed the useful life of the other three presses and recorded accelerated depreciation beginning in June 2008; $1.2 million in accelerated deprecation was recorded in the second quarter of 2008, and the Company estimates that $7.3 million in accelerated depreciation will be recorded in the second half of 2008.

Revenue generated by the Company’s online publishing activities, primarily washingtonpost.com, increased 4% to $29.3 million for the second quarter of 2008, from $28.2 million for the second quarter of 2007; online revenues increased 6% to $56.4 million in the first six months of 2008, from $53.2 million for the first six months of 2007. Display online advertising revenue grew 11% and 14% for the second quarter and first six months of 2008, respectively. Online classified advertising revenue on washingtonpost.com declined 1% in the second quarter of 2008, and was up slightly for the first six months of 2008. A small portion of the Company’s online publishing revenues is included in the magazine publishing division.

Television Broadcasting Division. Revenue for the television broadcasting division decreased 6% in the second quarter of 2008 to $82.8 million, from $87.9 million in 2007; operating income for the second quarter of 2008 declined 16% to $29.7 million, from $35.2 million in 2007. For the first six months of 2008, revenue decreased 5% to $160.5 million, from $168.7 million in 2007; operating income for the first six months of 2008 declined 13% to $56.3 million, from $64.6 million in 2007. The decreases in revenue and operating income are primarily due to soft advertising demand overall, offset by an increase of $0.5 million and $3.3 million in political advertising revenue for the second quarter and first six months of 2008, respectively.

In July 2008, the Company announced an agreement with NBC Universal to acquire WTVJ, the NBC-owned and operated television station in Miami, FL. The Company will continue to operate WTVJ as an NBC affiliate. The purchase is expected to be completed by the end of 2008. The acquisition is subject to approval by the Federal Communications Commission. The Company also owns and operates WPLG, the ABC affiliate in Miami, FL.

Magazine Publishing Division. Revenue for the magazine publishing division totaled $62.7 million for the second quarter of 2008, a 15% decrease from $73.4 million for the second quarter of 2007; division revenue totaled $116.1 million for the first six months of 2008, a 14% decrease from $134.7 million for the first six months of 2007. The decline is due to a 21% and 18% reduction in advertising revenue at Newsweek for the second quarter and first six months of 2008, respectively, due in part to fewer ad pages at the domestic edition, but also as a result of lower rates due to the previously announced circulation rate base reduction, from 3.1 million to 2.6 million. Subscription revenue at the domestic edition also declined due to the rate base reduction.

As previously announced, Newsweek offered a Voluntary Retirement Incentive Program to certain employees in the first quarter of 2008 and 117 employees accepted the offer. The early retirement program expense totaled $29.2 million, which will be funded mostly from the assets of the Company’s pension plans. Of this amount, $24.6 million was recorded in the first quarter of 2008 and $4.6 million was recorded in the second quarter of 2008.

The division had an operating loss of $3.7 million in the second quarter of 2008, compared to operating income of $12.9 million in the second quarter of 2007, with the decline due to the revenue reductions discussed above and $4.6 million in early retirement program expense. The division had an operating loss of $36.0 million for the first six months of 2008, compared to operating income of $6.9 million for the first six months of 2007, with the decline due primarily to $29.2 million in early retirement program expense and the revenue reductions discussed above, offset by a decline in subscription, manufacturing and distribution expenses at the domestic edition of Newsweek.

Cable Television Division. Cable division revenue of $178.9 million for the second quarter of 2008 represents a 16% increase from $154.4 million in the second quarter of 2007; for the first six months of 2008, revenue increased 16% to $353.2 million, from $303.4 million in the same period of 2007. The 2008 revenue increase is due to continued growth in the division’s cable modem, telephone and digital revenues, as well as a rate increase in September 2007 for most high-speed data subscribers and a January 2008 basic video cable service rate increase at nearly all of its systems. The last rate increase for most high-speed data subscribers was in March 2003, and the last rate increase for basic cable subscribers was in February 2006. In January 2008, the cable division purchased approximately 6,600 subscribers in Winona, MS, which also had a favorable impact on revenue growth for 2008.

Cable division operating income increased 25% to $40.1 million in the second quarter of 2008, versus $32.1 million in the second quarter of 2007; cable division operating income for the first six months of 2008 increased 24% to $74.4 million, from $60.1 million for the first six months of 2007. The increase in operating income is due to the division’s revenue growth, offset by higher depreciation and programming expenses and increases in Internet and telephony costs.

At June 30, 2008, Revenue Generating Units (RGUs) grew 9% due to continued growth in high-speed data and telephony subscribers and increases in the basic video and digital video subscriber categories. The cable division began offering telephone service on a very limited basis in the second quarter of 2006; as of June 30, 2008, telephone service is being offered in all or part of systems representing 90% of homes passed. RGUs include about 7,000 subscribers who receive free basic cable service, primarily local governments, schools and other organizations as required by the various franchise agreements.

A summary of RGUs is as follows:


	June 30, 2008	June 30, 2007
Cable Television Division Subscribers
Basic	701,894	696,673
Digital	224,996	220,557
High-speed data	361,269	316,357
Telephony	85,972	23,990

Total	1,374,131	1,257,577

Below are details of Cable division capital expenditures for the first six months of 2008 and 2007, as defined by the NCTA Standard Reporting Categories (in millions):


	2008		2007
Customer Premise Equipment	$	20.2	$	27.7
Scaleable Infrastructure		6.1		9.2
Line Extensions		8.1		8.7
Upgrade/Rebuild		4.6		5.2
Support Capital		19.0		16.3

Total	$	58.0	$	67.1

Other Businesses and Corporate Office. In October 2007, the Company acquired the outstanding stock of CourseAdvisor, Inc., an online lead generation provider, headquartered in Wakefield, MA. Through its search engine marketing expertise and proprietary technology platform, CourseAdvisor generates student leads for the post-secondary education market. CourseAdvisor operates as an independent subsidiary of The Washington Post Company.

In the first half of 2008, other businesses and corporate office included the expenses of the Company’s corporate office and the operating results of CourseAdvisor. In the first half of 2007, other businesses and corporate office included the expenses of the Company’s corporate office.

Revenue for other businesses (CourseAdvisor) totaled $9.1 million and $18.6 million for the second quarter and first six months of 2008, respectively. Operating expenses were $21.1 million for the second quarter of 2008, from $10.3 million for the second quarter of 2007; operating expenses for the first six months of 2008 were $40.1 million, from $19.0 million in the first six months of 2007. The increase in expenses for 2008 is due to expenses at CourseAdvisor and $3.0 million in corporate office early retirement program expense recorded in the second quarter of 2008.

Equity in (Losses) Earnings of Affiliates. The Company’s equity in losses of affiliates for the second quarter of 2008 was $5.7 million, compared to losses of $0.1 million for the second quarter of 2007. For the first six months of 2008, the Company’s equity in losses of affiliates totaled $8.9 million, compared to income of $8.9 million for the same period of 2007. Results for the second quarter of 2008 include $6.8 million in impairment charges at two of the Company’s affiliates. In the first quarter of 2007, $8.9 million of the equity in earnings of affiliates was due to a gain on the sale of land at the Company’s Bowater Mersey Paper Company Limited affiliate. The Company holds a 49% interest in Bowater Mersey Paper Company.

Other Non-Operating Income (Expense). The Company recorded other non-operating income, net, of $2.8 million for the second quarter of 2008, compared to other non-operating income, net, of $4.3 million for the second quarter of 2007. The second quarter 2008 non-operating income, net, includes $2.9 million in foreign currency gains. The second quarter 2007 non-operating income, net, includes $3.8 million in foreign currency gains.

The Company recorded other non-operating income, net, of $6.9 million for the first six months of 2008, compared to other non-operating income, net, of $5.1 million for the same period of the prior year. The 2008 non-operating income, net, includes $7.3 million in foreign currency gains. The 2007 non-operating income, net, includes $4.6 million in foreign currency gains.

A summary of non-operating income (expense) for the twenty-six weeks ended June 29, 2008 and July 1, 2007, is as follows (in millions):


	2008			2007
Foreign currency gains, net	$	7.3		$	4.6
Gain on cost method and other investments		—			0.5
Other (losses), net		(0.4	)		—

Total	$	6.9		$	5.1

Net Interest Expense. The Company incurred net interest expense of $4.8 million and $9.3 million for the second quarter and first six months of 2008, respectively, compared to $3.5 million and $6.1 million for the same periods of 2007. The increases are due to a decline in interest income, as well as higher average borrowings in the first half of 2008 versus the same period of the prior year. At June 29, 2008, the Company had $499.0 million in borrowings outstanding at an average interest rate of 4.9%.

Provision for Income Taxes. The effective tax rate for the second quarter of 2008 was computed based on a 39.5% effective tax rate for the first six months of 2008. The effective tax rate for the second quarter of 2007 was 45.4%. As previously discussed, results for the second quarter of 2007 included an additional $15.5 million in income tax expense related to Bowater Mersey, the Company’s 49%-owned affiliate based in Canada. Also included in the second quarter of 2007 was a $6.3 million income tax benefit related to a change in certain state income tax laws enacted in the second quarter of 2007. Both of these were non-cash items in 2007, impacting the Company’s long-term net deferred income tax liabilities. Excluding the impact of these items, the effective tax rate for the second quarter of 2007 was 38.0%.

The effective tax rate for the first six months of 2008 was 39.5%, compared to 40.8% for the first six months of 2007. As previously discussed, results for the first six months of 2007 included an additional $12.9 million in income tax expense related to the Company’s Bowater Mersey affiliate and a $6.3 million income tax benefit related to a change in certain state income tax laws enacted in the second quarter of 2007. Excluding the impact of these items, the effective tax rate for the first six months of 2007 was 38.0%.

(Losses) Earnings Per Share. The calculation of diluted (losses) earnings per share for the second quarter and first six months of 2008 was based on 9,480,073 and 9,507,927 weighted average shares outstanding, respectively, compared to 9,536,132 and 9,542,040, respectively, for the second quarter and first six months of 2007. The Company repurchased 108,633 shares of its Class B common stock at a cost of $64.3 million during the first half of 2008.

Financial Condition: Capital Resources and Liquidity

Acquisitions and Dispositions. In the second quarter of 2008, Kaplan acquired two businesses in their professional and test preparation divisions totaling $14.8 million. In the first quarter of 2008, Kaplan acquired two businesses in their professional and test preparation divisions totaling $31.4 million. Also in the first quarter of 2008, the cable division acquired subscribers in the Winona, Mississippi area for $15.6 million. Most of the purchase price for these acquisitions has been allocated to goodwill and other intangibles and property, plant and equipment on a preliminary basis.

Capital expenditures. During the first six months of 2008, the Company’s capital expenditures totaled $133.8 million. The Company estimates that its capital expenditures will be in the range of $310 million to $335 million in 2008.

Liquidity. The Company’s borrowings have increased by $8.9 million, to $499.0 million at June 29, 2008, as compared to borrowings of $490.1 million at December 30, 2007. At June 29, 2008, the Company has $196.3 million in cash and cash equivalents, compared to $321.5 million at December 30, 2007. The Company had money market investments of $4.5 million and $5.1 million that are classified as “Cash and cash equivalents” in the Company’s Consolidated Balance Sheets as of June 29, 2008 and December 30, 2007, respectively.

At June 29, 2008, the Company had $499.0 million in total debt outstanding, which comprised $95.0 million of commercial paper borrowings, $399.8 million of 5.5 percent unsecured notes due February 15, 2009, and $4.2 million in other debt.

The Company has $399.8 million in unsecured notes that mature on February 15, 2009 and are now classified as short-term borrowings. While the Company has sufficient cash and marketable equity securities as of June 29, 2008 that could be used to pay off this debt at maturity, the Company currently expects that it will refinance some or all of this debt by borrowing money in the capital markets and/or issuing commercial paper under its $500 million commercial paper program.

At June 29, 2008 and December 30, 2007, the Company had a working capital deficit of $484.4 million and $18.5 million, respectively. The increase in working capital deficit is due to the Company’s $399.8 million unsecured notes due February 15, 2009 now classified as current liabilities. The Company maintains working capital levels consistent with its underlying business requirements and consistently generates cash from operations in excess of required interest payments. The Company expects to fund its estimated capital needs primarily through existing cash balances and internally generated funds and, to a lesser extent, through commercial paper borrowings. In management’s opinion, the Company will have ample liquidity to meet its various cash needs throughout 2008.

In the second quarter of 2008, the Company executed a building lease agreement with a total commitment of approximately $114 million. The lease will commence in late 2008 and end in 2024. There were no other significant changes to the Company’s contractual obligations or other commercial commitments from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 30, 2007.

Forward-Looking Statements

This report contains certain forward-looking statements that are based largely on the Company’s current expectations. Forward-looking statements are subject to various risks and uncertainties that could cause actual results or events to differ materially from those anticipated in such statements. For more information about these forward-looking statements and related risks, please refer to the section titled “Forward-Looking Statements” in Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

The Company is exposed to market risk in the normal course of its business due primarily to its ownership of marketable equity securities, which are subject to equity price risk; to its borrowing and cash-management activities, which are subject to interest rate risk; and to its foreign business operations, which are subject to foreign exchange rate risk. The Company’s market risk disclosures set forth in its 2007 Annual Report filed on Form 10-K have not otherwise changed significantly.

Item 4.

Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

An evaluation was performed by the Company’s management, with the participation of the Company’s Chief Executive Officer (the Company’s principal executive officer) and the Company’s Senior Vice President-Finance (the Company’s principal financial officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), as of June 29, 2008. Based on that evaluation, the Company’s Chief Executive Officer and Senior Vice President-Finance have concluded that the Company’s disclosure controls and procedures, as designed and implemented, are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to management, including the Chief Executive Officer and Senior Vice President—Finance, in a manner that allows timely decisions regarding required disclosure.

(b) Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting during the quarter ended June 29, 2008 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

During the quarter ended June 29, 2008, the Company purchased shares of its Class B Common Stock as set forth in the following table:


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*
Mar.31 — May 4,2008	0		—	0	410,994
May 5 — Jun.1,2008	0		—	0	410,994
Jun.2 — Jun.29,2008	106,029	$	589.25	106,029	304,965

Total	106,029	$	589.25	106,029

On September 22, 2003, the Company’s Board of Directors authorized the Company to purchase, on the open market or otherwise, up to 542,800 shares of its Class B Common Stock, and the existence of that authorization was disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2003. There is no expiration date for that authorization. All purchases made during the quarter ended June 29, 2008 were open market transactions.

Item 4.

Submission of Matters to a Vote of Security Holders.

At the Company’s May 8, 2008 Annual Meeting of Stockholders, the stockholders elected each of the nominees named in the Company’s proxy statement dated March 24, 2008 to its Board of Directors. The voting results are set forth below:


Class A Directors
Nominee	Votes For	Votes Withheld	Broker Non-Votes
Lee C. Bollinger	1,291,693	-0-	-0-
Warren E. Buffett	1,291,693	-0-	-0-
Barry Diller	1,291,693	-0-	-0-
Melinda F. Gates	1,291,693	-0-	-0-
Thomas S. Gayner	1,291,693	-0-	-0-
Donald E. Graham	1,291,693	-0-	-0-
Anne M. Mulcahy	1,291,693	-0-	-0-


Class B Directors
Nominee	Votes For	Votes Withheld	Broker Non-Votes
Christopher C. Davis	7,129,747	300,732	-0-
John L. Dotson Jr.	7,317,467	113,012	-0-
Ronald L. Olson	5,251,571	2,178,908	-0-

Item 6.

Exhibits.


Exhibit Number		Description
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 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).

3.3		By-Laws of the Company as amended and restated through November 8, 2007 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated November 14, 2007).

4.1		Form of the Company’s 5.50% Notes due February 15, 2009, issued under the Indenture dated as of February 17, 1999, between the Company and The First National Bank of Chicago, as Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 1999).

4.2		Indenture dated as of February 17, 1999, between the Company and The First National Bank of Chicago, as Trustee (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 1999).

4.3		First Supplemental Indenture dated as of September 22, 2003, among WP Company LLC, the Company and Bank One, NA, as successor to The First National Bank of Chicago, as trustee, to the Indenture dated as of February 17, 1999, between The Washington Post Company and The First National Bank of Chicago, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated September 22, 2003).

4.4		Five Year Credit Agreement dated as of August 8, 2006, among the Company, Citibank, N.A., JPMorgan Chase Bank, N.A., Wachovia Bank, National Association, SunTrust Bank, The Bank of New York, PNC Bank, National Association, Bank of America, N.A. and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 2, 2006).

10.1		The Washington Post Company Supplemental Executive Retirement Plan as amended on June 26, 2008.

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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


				THE WASHINGTON POST COMPANY
				(Registrant)

Date: August 5, 2008				/s/ Donald E. Graham
				Donald E. Graham,
				Chairman & Chief Executive Officer
				(Principal Executive Officer)

Date: August 5, 2008				/s/ John B. Morse, Jr.
				John B. Morse, Jr.,
				Senior Vice President-Finance
				(Principal Financial Officer)

The Washington Post Company Supplemental Executive Retirement Plan

EXHIBIT 10.1

THE WASHINGTON POST COMPANY

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(Originally Effective as of January 1, 1989)

Amended June 26, 2008

THE WASHINGTON POST COMPANY

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Section 1. Purpose. The Washington Post Company Supplemental Executive Retirement Plan (the “Plan”) is an unfunded plan established for the purpose of providing deferred compensation for a select group of management or highly compensated employees, as referred to in Sections 201(a)(2), 301(a)(3) and 401(a)(1) of ERISA, in order to induce employees of outstanding ability to join or continue in the employ of the Company or an Affiliate of the Company and to increase their efforts for its welfare by providing them with supplemental benefits notwithstanding the limitations imposed by the Internal Revenue Code on retirement and other benefits from tax qualified plans.

This Plan is strictly a voluntary undertaking on the part of the Company and shall not be deemed to constitute a contract of employment or part of a contract between the Company and any employee or any employee of an Affiliate, nor shall it be deemed to give any employee the right to be retained in the employ of the Company or an Affiliate, as the case be made, or to interfere with the right of the Company or an Affiliate, as the case may be, to discharge any employee at any time, nor shall this Plan interfere with the right of the Company or an Affiliate, as the case may be, to establish the terms and conditions of employment of any employee.

Benefits under this Plan shall be payable solely from the general assets of the Company and participants herein shall not be entitled to look to any source for payment of such benefits other than the general assets of the Company.

The Plan is hereby amended and restated for the purpose of complying with § 409A of the Internal Revenue Code (“§ 409A”). It is the intent of the Company that all benefits under the Plan shall either be exempt from § 409A or compliant with § 409A, and any ambiguity under the Plan shall be interpreted, to the extent possible, consistently with that objective. To the extent necessary to comply with § 409A, the provisions of this restated document shall be effective January 1, 2005. With respect to a Participant who terminated

employment before January 1, 2005, any benefits payable hereunder shall be based on the terms of the Plan in effect on such termination of employment, and not on the terms of this amendment and restatement.

Section 2. Definitions. As used in this Plan, the following words shall have the following meanings:

(a) “Actuarial Equivalent” (or any similar term, whether or not capitalized) shall, except as otherwise provided herein, be determined using the actuarial assumptions specified in the Retirement Plans for such purpose, but taking into account any amendments to such actuarial assumptions to comply with the Pension Protection Act of 2006, even if such amendment has not yet been adopted.

(b) “Actual Salary” means the regular basic compensation paid or payable to an employee during a calendar year by the Company or an Affiliate (including tax-deferred contributions, otherwise payable to an employee, elected by the employee under any Savings Plan and including earnings not payable by application of a salary reduction election made pursuant to Section 125 of the Internal Revenue Code), but excluding any other items of compensation such as (i) bonuses and commissions, (ii) overtime, (iii) transportation benefit plan deferrals, (iv) compensation under the terms of the long-term component of the Incentive Compensation Plan of the Company paid during such Plan Year, (v) Workers’ Compensation, (vi) amounts paid by the Company for insurance, retirement or other benefits, (vii) contributions or payments made by the Company or an Affiliate (other than tax-deferred contributions elected by the employee) under any Retirement Plan, any Savings Plan, this Plan or other benefits, or (viii) dismissal or other payments made to an employee as a result of termination of employment. The Actual Salary of an employee will include any payment made under any short-term disability income plan of the Company or an Affiliate.

(c) “Affiliate” means any corporation (other than the Company) 50% or more of the outstanding stock of which is directly or indirectly owned by the Company and any

unincorporated trade or business which is under common control with the Company as determined in accordance with Section 414(c) of the Internal Revenue Code and the regulations issued thereunder.

(d) “Applicable Percentage” shall have the meaning set forth in Section 4.

(e) “Committee” means the Compensation Committee of the Board of Directors of the Company.

(f) “Company” means The Washington Post Company, a Delaware corporation, and any successors in interest thereto. Where required by context the term Company will include Affiliates.

(g) “Compensation” means the Actual Salary of an employee plus, starting in 1988, bonuses awarded under the annual component of the Incentive Compensation Plan of the Company during a calendar year by the Company or an Affiliate. Bonuses (other than “Special Annual Incentive Awards”) awarded under the annual component of the Incentive Compensation Plan of the Company will be considered as part of Compensation for the year in which they are paid to the Employee, or would otherwise be paid but for the Employee’s election to defer receipt of payment under the Company’s Deferred Compensation Plan.

(h) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

(i) “Executive Participant” means an employee of the Company or an Affiliate recommended by the Company’s senior management and designated a participant in this Plan by the Committee, who is within the category of a select group of management or highly compensated employees as referred to in Sections 201(a)(2), 301(a)(3) and 401(a)(1) of ERISA for any Plan Year and who either holds or held the office of a Vice President of the Company or an Affiliate or any office senior thereto or a position of equivalent responsibility or importance, during the current Plan Year or the prior Plan Year, and was covered under the Company’s long-term component of the Incentive Compensation Plan or any successor programs. An Executive Participant shall be designated as being eligible to participate in Section 3 benefits or Section 4 benefits or both as determined in the sole discretion of the Committee.

(j) “415 Limitations” means Retirement Plan and Savings Plan provisions adopted pursuant to Section 415 of the Internal Revenue Code to limit (i) annual Retirement Plan benefits pursuant to Section 415(b) thereof, and (ii) annual additions to a Savings Plan pursuant to Section 415(c) thereof.

(k) “401(a)(17) Limitations” means Retirement Plan and Savings Plan provisions adopted pursuant to Section 401(a)(17) of the Internal Revenue Code to limit earnings considered for purposes of computing Retirement Plan benefits and Savings Plan contributions.

(l) “Investment Election” means an election made by the Executive Participant selecting the investment credit factor(s) that will be applicable to the Executive Participant’s Supplemental Savings Account. The Committee shall determine the manner in which Investment Elections may be made and the frequency with which such elections may be prospectively changed.

(m) “Kaplan Key Employee Participant” means an Executive Participant or a Key Employee Participant with respect to such employee’s years of Service with Kaplan, Inc. or an affiliate of Kaplan, Inc.

(n) “Key Employee Participant” means an employee of the Company or an Affiliate recommended by the Company’s senior management and designated a participant in this Plan by the Committee, who is within the category of a select group of management or highly compensated employees as referred to in Sections 201(a)(2), 301(a)(3) and 401(a)(1) of ERISA for any Plan Year and who holds or held a key position during the current Plan Year or the prior Plan Year. A Key Employee Participant shall be designated as being eligible to participate in Section 3 benefits as determined in the sole discretion of the Committee.

(o) “Normal Retirement Date” means the first day of the calendar month following the month in which a person’s 65th birthday occurs.

(p) “Participant” means an Executive Participant or a Key Employee Participant, as applicable.

(q) “Plan Year” means the calendar year.

(r) “Retirement Plans” means The Retirement Plan for Washington Post Companies, The Washington Post Washington-Baltimore Newspaper Guild Retirement Income Plan and such other tax qualified, defined benefit retirement plans as may be sponsored by the Company or its Affiliates and designated for inclusion hereunder by the Committee.

(s) “Savings Plan” means The Washington Post Tax Deferral and Savings Plan, Post-Newsweek Stations, Inc. Tax Deferred Savings Plan, The Employees’ Savings Plan of Newsweek, Inc., The Savings and Retirement Plan of Affiliated Post Companies and such other tax qualified savings and profit-sharing plans as may be sponsored by the Company or its Affiliates and designated for inclusion hereunder by the Committee.

(t) “Service” means the period of employment by the Company or an Affiliate (excluding both service prior to the time an Affiliate became such and service after the time an Affiliate is no longer such, except to the extent required by Section 414(a) of the Code and the regulations promulgated thereunder).

(u) “Supplemental Retirement Benefit” shall have the meaning set forth in Section 3.

(v) “Supplemental Retirement Benefit Cash Balance Account” means the Supplemental Retirement Benefit applicable to a Participant who is covered by the Cash Balance provisions of the Retirement Plan.

(w) “Supplemental Basic Contributions,” “Supplemental Savings Account” and “Supplemental Savings Award” shall have the meanings set forth in Section 4.

(x) “Surviving Spouse” means the surviving husband or wife of an employee of the Company or an Affiliate, who has been married to the employee throughout the one-year period ending on the date of the death of such employee.

(y) “Termination” (relating to termination of service or termination of employment) shall mean a separation from service in accordance with § 409A and the regulations thereunder. A separation from service will be deemed to occur at any time that an employee and the Company reasonably anticipate that the bona fide level of services the employee will perform (whether as an employee or an independent contractor) will be permanently reduced to a level that is less than 50 percent of the average level of bona fide services the employee performed during the immediately preceding 36 months (or the entire period the employee has provided services if the employee has been providing services to the employer less than 36 months).

(z) “Vesting Year” means each calendar year in which a Participant has at least 1,000 hours of Service with the Company or an Affiliate. Except as provided for in the applicable schedule of the applicable Retirement Plan, service with a predecessor company prior to becoming an Affiliate will not be counted in calculating Vesting Years. In addition, a pro-rata portion of a year shall be counted as a partial Vesting Year in the first and last year of service to the extent such portion of the year is counted in the applicable schedule of the applicable Retirement Plan.

Section 3. Supplemental Retirement Benefits.

(a) (i) Each designated person (other than a Kaplan Key Employee Participant with respect to years of Service with Kaplan or a Kaplan affiliate), who is an Executive Participant as of December 3, 1993, or becomes an Executive Participant or a Key Employee Participant after December 3, 1993, for purposes of being eligible to receive benefits under this Section and has ten or more Vesting Years upon termination of Service and to whom benefits become payable under any of the Retirement Plans, shall be paid a supplemental annual retirement benefit (the “Supplemental Retirement Benefits”) under this Plan equal in amount to the difference between (i) the aggregate annual benefits paid to such person under the Retirement Plans and (ii) the aggregate annual benefits that would be payable to such person under the Retirement Plans if the 415 and 401(a)(17) Limitations were not contained therein (the “Unrestricted Benefit”). If such a Participant’s

Surviving Spouse is entitled to and is receiving a spouse’s benefit under any of the Retirement Plans, the Surviving Spouse shall be paid a benefit hereunder equal to the difference between (i) the aggregate spouse’s benefits payable to such Surviving Spouse under the Retirement Plans and (ii) the aggregate spouse’s benefit that would be payable to such Surviving Spouse under the Retirement Plans if the 415 and 401(a)(17) Limitations were not contained therein(the “Unrestricted Spouse’s Benefit”).

(ii) Each designated person, who is a Kaplan Key Employee Participant for purposes of being eligible to receive benefits under this Section and has ten or more Vesting Years upon termination of Service and to whom benefits become payable under any of the Retirement Plans, shall be paid a Supplemental Retirement Benefit under this Plan for his or her years of Service with Kaplan equal in amount to the difference between (i) the Unrestricted Benefit calculated as if he or she were covered by the TWPC Retirement Benefit Schedule of The Retirement Plan for Washington Post Companies during his or her years of Service with Kaplan and (ii) the “Kaplan Qualified Benefit” which shall be the aggregate annual benefit (payable in the form of a life annuity) related to his or her years of Service with Kaplan payable to such person under the Kaplan Cash Balance Retirement Benefits Schedule of The Retirement Plan for Washington Post Companies. If such a Kaplan Key Employee Participant’s Surviving Spouse is entitled to and is receiving a spouse’s benefit thereunder, the Surviving Spouse shall be paid a benefit hereunder equal to the difference between (i) the Unrestricted Spouse’s Benefit payable as if the Kaplan Key Employee Participant had been covered under the TWPC Retirement Benefits Schedule to The Retirement Plan for Washington Post Companies and (ii) the Kaplan Qualified Benefit, which in this case shall be the aggregate spouse’s benefit payable in the form of a life annuity to such Surviving Spouse under the Kaplan Cash Balance Retirement Benefits Schedule of The Retirement Plan for Washington Post Companies.

(iii) For purposes of calculating the Supplemental Retirement Benefit or the Surviving Spouse’s benefit hereunder for (i) an Executive Participant or the Surviving

Spouse of an Executive Participant, or (ii) a Kaplan Key Employee Participant or the Surviving Spouse of a Kaplan Key Employee Participant with respect solely to years of Service at Kaplan, Inc. or any affiliate of Kaplan, Inc., as the case may be, Compensation rather than Actual Salary will be used.

(iv) Notwithstanding the above, effective January 1, 2008, except as specifically provided otherwise, benefits under this section 3 shall be determined without regard to any window benefit (specifically, as if the Retirement Plans did not have the window benefit). A window benefit for this purpose is an additional or enhanced benefit in the Retirement Plans that is available only to participants who terminate or retire during a specified period of time, not to exceed one year.

(v) The Company shall have the authority to amend the Plan to include window benefits approved after January 1, 2008. The authority to include such window benefits shall be delegated to the same individual, committee or other governing body as the authority to approve the window benefit in the Retirement Plans; provided however that, if such amendment is not approved by the Compensation Committee of the Board of Directors, the present value of the window benefit in the Plan shall not exceed the present value of the benefit that would be provided if Section 3(a)(iv) were deleted.

(vi) In the case of a Participant who elects to participate in the window benefit described in notices as the Newsweek, Inc. Voluntary Incentive Retirement / Resignation Program offered in the first half of 2008 (the “2008 VIRRP”), such Participant’s Supplemental Retirement Benefits shall be determined and paid in accordance with the modifications in this paragraph (vi). The terms of the Retirement Plans, including the 2008 VIRRP, shall be used in determining the Participant’s Supplemental Retirement Benefits. The Participant’s Supplemental Retirement Benefits shall be paid as follows.

(1) The portion of the Supplemental Retirement Benefits attributable to the Improved Retirement Benefits (as described in the Newsweek, Inc. Notice of Voluntary Incentive Retirement / Resignation Program, hereinafter referred to as the “Notice”) shall be paid in accordance with Section 3(b)(iv) hereof, provided however

that if the earliest possible commencement date of the Improved Retirement Benefit in the Retirement Plans is earlier than the presumptive retirement date in Section 3(b)(iv) hereof, then the terms of payment of the monthly benefit described in this Section 3(a)(vi)(1) shall be modified as follows. First, the presumptive retirement date shall be such earliest benefit commencement date as specified in the Retirement Plans. Second, the actual commencement date shall be the later of (A) the first day of the seventh month following termination of employment, or (B) January 1, 2009. Notwithstanding the above, if the earliest possible commencement date of the Improved Retirement Benefit in the Retirement Plans is the same as the presumptive retirement date in Section 3(b)(iv) hereof, the actual commencement date shall not be earlier than January 1, 2009.

(2) The portion of the Supplemental Retirement Benefits attributable to the Special Retirement Incentive Payment (as described in the Notice) shall be paid in a single lump sum within 31 days after the Participant’s termination of employment under the 2008 VIRRP (which, solely for this purpose shall not be “separation from service,” but, instead shall be termination of employment for purposes of the Retirement Plans) but in no event later than January 31, 2009. Notwithstanding the above, for Angelo Rivello the portion of the Supplemental Retirement Benefits attributable to the Special Retirement Incentive Payment shall be payable as an actuarially equivalent annuity in the form specified in Section 3(b)(iv) hereof and commencing on the first day of the month that is on or after the Participant’s retirement under the 2008 VIRRP, and provided further that any monthly payment otherwise due under this subparagraph (2) to Mr. Rivello before the later of (A) January 1, 2009 or (B) the first day of the seventh month following the Participant’s separation from service shall be withheld and paid on such date.

(vii) In the case of a Participant who elects to participate in the Voluntary Retirement Incentive Program in the TWPC Retirement Benefits Schedule (including any associated benefits in any other benefit schedule or Retirement Plan attributable to the same program) whose election period ended in the second quarter of 2008 (the “2008 VRIP”), such Participant’s Supplemental Retirement Benefits shall be determined and paid

in accordance with the modifications in this paragraph (vii). The terms of the Retirement Plans, including the 2008 VRIP, shall be used in determining the Participant’s Supplemental Retirement Benefits. The Participant’s Supplemental Retirement Benefits shall be paid as follows.

(1) The portion of the Supplemental Retirement Benefits attributable to the Enhanced Retirement Benefits (as described in the Notice of Voluntary Retirement Incentive Program, hereinafter referred to as the “Notice”) shall be paid in accordance with Section 3(b)(iv) hereof, provided however that if the earliest possible commencement date of the Enhanced Retirement Benefit in the Retirement Plans is earlier than the presumptive retirement date in Section 3(b)(iv) hereof, then the terms of payment of the monthly benefit described in this Section 3(a)(vii)(1) shall be modified as follows. First, the presumptive retirement shall be such earliest commencement date as specified in the Retirement Plans. Second, the actual commencement date shall be the later of (A) the first day of the seventh month following termination of employment, or (B) January 1, 2009. Notwithstanding the above, if the earliest possible commencement date of the Improved Retirement Benefit in the Retirement Plans is the same as the presumptive retirement date in Section 3(b)(iv) hereof, the actual commencement date shall not be earlier than January 1, 2009.

(b) (i) Except as provided below, the Supplemental Retirement Benefits provided by this Plan shall be paid to the Participant (or to any beneficiary designated by him or her in accordance with the Retirement Plans, or to his or her Surviving Spouse if eligible for and receiving a spouse’s benefit under the Retirement Plans) concurrently with

the payment of the benefits payable under the applicable Retirement Plan in which he or she was participating at the date of termination and/or in which he or she had a vested right on such date and shall be payable in the same form as such Retirement Plan benefits are being paid thereunder.

(ii) Notwithstanding the above, with respect to a Participant covered by the Cash Balance Pension provisions of The Retirement Plan for Washington Post Companies, the Kaplan Qualified Benefit or the Retirement Plan benefit, as applicable (and the Unrestricted Benefit if the Participant is not a Kaplan Key Employee), shall be a single life annuity that is actuarially equivalent to the lump sum benefit payable in the Retirement Plan, with such actuarial equivalent determined using the interest rate specified in § 417(e) of the Internal Revenue Code (as determined in the Retirement Plan) plus 2%. In the event the Supplemental Retirement Benefit commences prior to Normal Retirement Date or is payable in a form other than an annuity for the life of the former employee only, the Supplemental Retirement Benefit shall be actuarially adjusted in the same manner as are benefits payable under the Retirement Plan in which he or she was participating at the time of termination and/or in which he or she had a vested right on such date. The Committee may, however, in its sole discretion direct that the Supplemental Retirement Benefit payable with respect to a former employee be paid as an actuarially equivalent single sum payment; provided, that no such payment may be made prior to termination of Service or prior to the date that benefits may become payable under any of the Retirement Plans, or after January 1, 2005 and provided, further, that in determining actuarial equivalency of a single sum payment in cash, there shall be used the same actuarial assumptions as are applicable for the calculation of a single sum payment under the applicable Retirement Plan. Further notwithstanding the above and except in the case of a Kaplan Key Employee Participant, if a portion of the Participant’s benefit is determined in accordance with the Cash Balance Pension provisions of The Retirement Plan for Washington Post Companies, the benefits under the Supplemental Retirement Plan (to the extent determined under such Cash Balance provisions) will also be payable in a lump sum amount which shall be equal

to his or her Supplemental Benefit Cash Balance Account as of the date of the lump sum payment. A Kaplan Key Employee Participant cannot receive the amount of his or her Supplemental Benefit in a lump sum regardless of his or her election to receive a lump sum payment in accordance with the Kaplan Cash Balance Retirement Benefits Schedule of The Retirement Plan for Washington Post Companies.

(iii) For purposes of the Supplemental Retirement Benefits provided by this Plan to be paid to a Kaplan Key Employee Participant (or to his or her Surviving Spouse if eligible for and receiving a spouse’s benefit under the Retirement Plans) with respect to his or her years of Service with Kaplan, Inc. or an affiliate of Kaplan, Inc., the Unrestricted Benefit or the Unrestricted Spouse’s Benefit shall be calculated as an annuity. If a Kaplan Key Employee Participant elects to receive a lump sum benefit from his or her Cash Balance Account under The Retirement Plan for Washington Post Companies, then the Supplemental Retirement Benefit for such Participant will be paid in the form of a single life annuity beginning at the same time the payment is commenced under The Retirement Plan for Washington Post Companies, but in no case prior to age 55.

(iv) Notwithstanding the above, effective January 1, 2008 the Supplemental Retirement Benefit shall be determined as if the benefit payable under the Retirement Plans is payable as a life annuity and actually commences on the “presumptive retirement date” which shall be the latest of the following dates: (i) the first day of the month on or after the date the Participant terminates employment; (ii) the first day of the month on or after the date the Participant attains age 55; or (iii) January 1, 2008. The Supplemental Retirement Benefit shall be determined as if it commenced on the presumptive retirement date, but the first payment shall be made no earlier than the first day of the seventh month following termination of employment (the “actual commencement date”), and on the actual commencement date, a number of monthly payments shall be made equal to the number of months from the presumptive retirement date to the actual commencement date, inclusive, with one monthly payment made on the first day of each month thereafter. The Supplemental Retirement Benefit shall be

considered a series of separate payments for purposes of § 409A. The Supplemental Retirement Benefit shall be payable in the form of a life annuity, provided however that the Participant may elect, at any time prior to the presumptive retirement date, to have the Supplemental Retirement Benefit paid in the form of any other actuarially equivalent annuity that is permitted under the terms of the Retirement Plans, but only if such election is permitted by § 409A and the regulations thereunder.

Section 4. Supplemental Savings Plan Benefits.

(a) In the event that the Actual Salary of an Executive Participant designated as eligible to receive benefits under this Section 4 for 1989 or any subsequent Plan Year exceeds the 401(a)(17) Limitations for such Plan Year, such Executive Participant shall be eligible to make additional salary reduction contributions under this Plan and receive a Supplemental Savings Award under this Plan for such Plan Year; provided, that such Executive Participant is then participating in his or her employer’s Savings Plan and, as of the last day of the prior Plan Year (and without regard to any subsequent election to the contrary), has elected to make, for the Plan Year, (i) the maximum allowable basic, matchable tax-deferred contributions to such Savings Plan and (ii) the maximum allowable after-tax contributions which can result in a matching employer contribution, as permitted under such Savings Plan, after taking into account the application of the non-discrimination rules of Sections 401(k) and (m) of the Internal Revenue Code for such Plan Year. In order to compute the amount of such Supplemental Savings Award, a determination will be made of the dollar amount of contributions the Executive Participant is able to make to his or her employer’s Savings Plan which result in matching employer contributions for such Executive Participant under the terms of such Savings Plan. This dollar amount will then be expressed as a percentage (the “Applicable Percentage”) of the amount of compensation which can be recognized for purposes of the Savings Plan under Section 401(a)(17) of the Internal Revenue Code for the then-current Plan Year. Prior to the beginning of each Plan Year, the Executive Participant will be provided with the opportunity to elect to irrevocably defer under this Plan the Applicable Percentage (or any

whole lower percentage) of the Executive Participant’s Actual Salary earned in excess of the 401(a)(17) Limitations for such Plan Year. Such a salary reduction is referred to as a “Supplemental Basic Contribution.” In the event that an Executive Participant elects to make a Supplemental Basic Contribution under this Plan such individual will receive a Supplemental Savings Award under this Plan in the form of (i) a matching contribution equal to the product of the Executive Participant’s Supplemental Basic Contribution times the matching employer contribution percentage under the terms of the applicable Savings Plan and (ii) to the extent such Participant’s employer makes an unmatched contribution to the applicable Savings Plan on behalf of such Participant, a contribution equal to the difference between the amount of such unmatched contribution actually made under such Savings Plan on behalf of such Participant and the amount of such unmatched contribution such Participant would have received under such Savings Plan if the 401(a)(17) Limitations had not been in effect (the “Supplemental Savings Award”). The Supplemental Savings Award for any Plan Year shall be made as of the first day of the following year.

(b) The amount of an Executive Participant’s supplemental savings plan benefits under this Plan shall be the aggregate amount of the Supplemental Savings Awards and the Supplemental Basic Contributions together with investment credits accrued thereon (the “Supplemental Savings Account”). Investment credits shall be credited on the amount of an Executive Participant’s Supplemental Savings Account at the end of such Plan Year or on such other basis as may be approved by the Committee in accordance with the Executive Participant’s Investment Election.

In the event an Executive Participant fails to complete a valid Investment Election, his or her Supplemental Savings Account will be credited with the investment credit amounts equivalent to the rates of return generated by the money market option under the Company’s 401(k) plan.

(d) Supplemental Savings Awards and the investment credits thereon shall be fully vested and, except as provided in Section 7 hereof, nonforfeitable.

(e) No withdrawal of funds in an Executive Participant’s Supplemental Savings Account for hardship or any other reason may be made while an Executive Participant remains employed by the Company or an Affiliate. The Supplemental Savings Account shall be paid in cash on the first day of the seventh month following termination of Service.

(f) An Executive Participant shall designate a beneficiary to receive the unpaid portion of his or her Supplemental Savings Account in the event of his or her death. The designation shall be made in a writing filed with the Committee on a form approved by it and signed by the Executive Participant. If no effective designation of beneficiary shall be on file with the Committee when supplemental savings benefits would otherwise be distributable to a beneficiary, then such benefits shall be distributed to the Surviving Spouse of the Executive Participant or, if there is no Surviving Spouse, to his or her estate.

(g) Special provisions for participants who are suspended in the Savings Plans. This subsection shall apply only to an Executive Participant designated as eligible to receive benefits under this Section 4 who is suspended in the applicable Savings Plan for a portion of a Plan Year because the Executive Participant has less than one year of service at the start of such Plan Year. Such an Executive Participant shall be eligible to make salary reduction contributions under this Plan and receive a Supplemental Savings Award under this Plan for such Plan Year based on the Executive Participant’s entire Actual Salary regardless of whether it exceeds the 401(a)(17) Limitations.

Section 5. Funding. Benefits under this Plan shall not be funded in order that the Plan may be exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA. The Committee shall maintain records of Supplemental Savings Accounts and records for the calculation of supplemental retirement benefits.

Section 6. Administration. This Plan shall be administered by the Committee. All decisions and interpretations of the Committee shall be conclusive and binding on the Company, and the Participants. The Plan may be amended or terminated by the Compensation Committee of the Board of Directors of the Company at any time and any Participant may have his or her designation as such terminated by the Committee at any time; provided, however, that no such amendment or termination or change in designation shall deprive any Participant of supplemental retirement or savings benefits accrued to the date of such amendment or termination.

Claims Procedure. If a Participant or Beneficiary (“Claimant”) has a complaint about the Plan’s operation or about Plan benefits, the Claimant has the right to have the complaint reviewed by the Committee. All complaints and claims for benefits must be submitted in writing. All such complaints must be submitted within the “applicable limitations period.” The “applicable limitations period” is two years, beginning on the earlier of (i) the date on which the payment was made, or (ii) for all other claims, the date on which the action complained or grieved of occurred.

If a Claimant has applied for a benefit under the Plan and that claim as been denied, in whole or in part, the Claimant has the right to a review of the denial.

Within 60 days after a claim is received, the Claimant will be notified in writing by the Committee of its decision. If special circumstances require an extension of up to 60 additional days of time for processing, the Committee will provide written notice of the extension prior to the expiration of the initial 60-day period. If the claim is denied or partially denied, the written notice will outline:

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The specific reasons for the denial,

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The provisions of the Plan on which the denial is based,

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The procedures for having the request reviewed, and

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Additional information needed to process the request and an explanation of why this information is necessary.

The Claimant may ask for a review of the denied request within 60 days after receipt of the notice of denial. If an appeal is not filed within this 60-day period, an appeal cannot be filed at a later date, nor shall any other remedy be available.

To appeal a denial a Claimant must request a review by the Committee, or an appeals committee appointed by the Committee. Any such request must be in writing and include:

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The reasons that support the claim,

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The reasons the claim should not have been denied,

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All written evidence that supports the claim, and

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Any other appropriate issues or comments.

The appeal must include all documentary evidence necessary to support the claim and must state the reasons that the Claimant is eligible for the benefit claimed. The appeals committee will make its decision based on the record and the arguments that presented, including any evidence presented in the initial claim.

A Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to a claim. If this information is requested in order to perfect an appeal, or to file a claim, and there is a delay in providing it, the applicable time limits will be extended by the period of the delay. A Claimant may also request in writing that copies of the Plan document be made available for examination.

The Committee normally will reach a decision no later than 60 days after it receives a request for review. If needed, the Committee will send a written notice of an extension of this period of up to 60 additional days. The Committee’s decision will be in writing and will include specific reasons for the decision and references to the Plan provisions that apply.

Legal action may not be brought against the Committee or the Company without first pursuing this claims procedure. Any legal action to recover a benefit under this Plan must be filed within one year of the Committee’s decision on appeal. Failure to file suit within this time period will extinguish any right to benefits under the Plan.

Section 7. Loss of Benefits. Notwithstanding any other section of this Plan, if a Participant is discharged by the Company or an Affiliate because of conduct that the Participant knew or should have known was detrimental to legitimate interests of the Company or its Affiliates, dishonesty, fraud, misappropriation of funds or confidential, secret or proprietary information belonging to the Company or an Affiliate or commission of a crime, such Participant’s rights to any benefits under this Plan shall be forfeited; except that such Participant shall be entitled to receive the aggregate amount of his or her Supplemental Basic Contributions, without any investment credits, in such event.

Section 8. Nonassignability. No Participant, or beneficiary shall have the right to assign, pledge or otherwise dispose of any benefits payable to him or her hereunder nor shall any benefit hereunder be subject to garnishment, attachment, transfer by operation of law, or any legal process, other than a qualified domestic relations order (as defined in § 414(p) of the Internal Revenue Code.

Section 9. Limitation of Liability. The Company’s sole obligation under this Plan is to pay the benefits provided for herein and neither the Participant nor any other person shall have any legal or equitable right against the Company, an Affiliate, the Boards of Directors thereof, the Committee or any officer or employee of the Company or an Affiliate other than the right against the Company to receive such payments from the Company as provided herein.

Section 10. Special Grandfathering Rules for Certain Participants. With respect to individually designated grandfathered Participants, the portion of such Participant’s benefit under Section 3 or Section 4 hereof that was accrued and not subject to a substantial risk of forfeiture as of December 31, 2004, plus any investment earnings thereon, shall be payable under the terms of the Plan in effect before January 1, 2005. Individually designated grandfathered Participants shall include John Hockenberry and Diana Daniels.

Section 11. Use of Masculine and Feminine; Singular and Plural. Wherever used in this Plan, the masculine gender will include the feminine gender and the singular will include the plural, unless the context indicates otherwise.

Section 302 CEO Certification

Exhibit 31.1

RULE 13a-14(a)/15d-14(a) CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

I, Donald E. Graham, Chief Executive Officer (principal executive officer) of The Washington Post Company (the “Registrant”), certify that:

1. I have reviewed this quarterly report on Form 10-Q of the Registrant;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the Registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

/s/ Donald E. Graham

Donald E. Graham

Chief Executive Officer

August 5, 2008

Section 302 CFO Certification

Exhibit 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

I, John B. Morse, Jr., Senior Vice President-Finance (principal financial officer) of The Washington Post Company (the “Registrant”), certify that:

1. I have reviewed this quarterly report on Form 10-Q of the Registrant;

(a)

(b)

(c)

(d)

Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

/s/ John B. Morse, Jr.

John B. Morse, Jr.

Senior Vice President-Finance

August 5, 2008

Section 906 CEO and CFO Certification

Exhibit 32

SECTION 1350 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND THE CHIEF FINANCIAL OFFICER

In connection with the Quarterly Report of The Washington Post Company (the “Company”) on Form 10-Q for the period ended June 29, 2008 (the “Report”), Donald E. Graham, Chief Executive Officer of the Company and John B. Morse, Jr., Senior Vice President-Finance of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Donald E. Graham

Donald E. Graham

Chief Executive Officer

August 5, 2008

/s/ John B. Morse, Jr.

John B. Morse, Jr.

Senior Vice President-Finance

August 5, 2008

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller Reporting Company