Graham Holdings Co - Quarter Report: 2008 September (Form 10-Q)

Graham Holdings Co - Quarter Report: 2008 September (Form 10-Q)

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

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 September 28, 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 October 31, 2008:


Class A Common Stock		1,291,693 Shares
Class B Common Stock		8,073,989 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 Thirty-Nine Weeks Ended September 28, 2008 and September 30, 2007	3

	b. Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the Thirteen and Thirty-Nine Weeks Ended September 28, 2008 and September 30, 2007	4

	c. Condensed Consolidated Balance Sheets at September 28, 2008 (Unaudited) and December 30, 2007	5

	d. Condensed Consolidated Statements of Cash Flows (Unaudited) for the Thirty-Nine Weeks Ended September 28, 2008 and September 30, 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	22

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	32

Item 4.	Controls and Procedures	32

PART II.	OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33

Item 6.	Exhibits	34

Signatures		35

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

The Washington Post Company

Condensed Consolidated Statements of Income

(Unaudited)


	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
(In thousands, except per share amounts)	September 28, 2008			September 30, 2007			September 28, 2008			September 30, 2007
Operating revenues
Education	$	602,739		$	514,595		$	1,722,459		$	1,493,863
Advertising		261,475			282,251			797,900			893,352
Circulation and subscriber		226,186			203,307			669,008			602,423
Other		38,258			22,351			108,648			65,247

		1,128,658			1,022,504			3,298,015			3,054,885

Operating costs and expenses
Operating		516,115			467,926			1,515,253			1,382,641
Selling, general and administrative		434,150			384,603			1,399,853			1,170,459
Depreciation of property, plant and equipment		73,524			55,722			195,463			163,231
Amortization of intangible assets and goodwill impairment charge		64,602			3,787			75,494			10,833

		1,088,391			912,038			3,186,063			2,727,164

Income from operations		40,267			110,466			111,952			327,721
Other income (expense)
Equity in (losses) earnings of affiliates		(609	)		(622	)		(9,505	)		8,326
Interest income		1,173			3,011			4,555			8,992
Interest expense		(6,882	)		(6,014	)		(19,514	)		(18,098	)
Other (expense) income, net		(21,120	)		10,121			(14,193	)		15,267

Income before income taxes		12,829			116,962			73,295			342,208
Provision for income taxes		2,500			44,500			26,400			136,500

Net income		10,329			72,462			46,895			205,708
Redeemable preferred stock dividends		(236	)		(237	)		(946	)		(952	)

Net income available for common shares	$	10,093		$	72,225		$	45,949		$	204,756

Basic earnings per common share	$	1.08		$	7.62		$	4.87		$	21.56

Diluted earnings per common share	$	1.08		$	7.60		$	4.86		$	21.48

Dividends declared per common share	$	2.15		$	2.05		$	8.60		$	8.20

Basic average number of common shares outstanding		9,334			9,473			9,433			9,496

Diluted average number of common shares outstanding		9,358			9,509			9,458			9,531

The Washington Post Company

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)


	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
(In thousands)	September 28, 2008			September 30, 2007			September 28, 2008			September 30, 2007
Net income	$	10,329		$	72,462		$	46,895		$	205,708

Other comprehensive income
Foreign currency translation adjustment		(25,492	)		12,014			(11,549	)		23,473
Change in unrealized gain on available-for-sale securities		80,620			28,508			29,921			40,915
Pension and other postretirement plan adjustments		(926	)		(1,125	)		(4,696	)		(3,400	)

		54,202			39,397			13,676			60,988
Income tax expense related to other comprehensive income		(30,982	)		(12,264	)		(8,468	)		(20,979	)

		23,220			27,133			5,208			40,009

Comprehensive income	$	33,549		$	99,595		$	52,103		$	245,717

The Washington Post Company

Condensed Consolidated Balance Sheets


(In thousands)	September 28, 2008			December 30, 2007
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	247,932		$	321,466
Investments in marketable equity securities and other investments		168,404			51,678
Accounts receivable, net		480,934			480,743
Deferred income taxes		47,900			46,399
Income taxes receivable		13,211			—
Inventories		36,928			23,194
Other current assets		67,161			71,490

		1,062,470			994,970

Property, plant and equipment
Buildings		347,270			346,116
Machinery, equipment and fixtures		2,310,238			2,185,920
Leasehold improvements		257,610			239,641

		2,915,118			2,771,677
Less accumulated depreciation		(1,774,687	)		(1,596,698	)

		1,140,431			1,174,979
Land		49,484			49,187
Construction in progress		105,885			56,571

		1,295,800			1,280,737
Investments in marketable equity securities		399,154			417,781
Investments in affiliates		99,398			102,399
Goodwill, net		1,468,234			1,498,237
Indefinite-lived intangible assets, net		526,840			520,905
Amortized intangible assets, net		63,679			70,437
Prepaid pension cost		947,900			1,034,789
Deferred charges and other assets		80,469			84,254

	$	5,943,944		$	6,004,509

Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable and accrued liabilities	$	540,862		$	564,744
Income taxes		—			4,580
Deferred revenue		413,073			354,564
Dividends declared		20,380			—
Short-term borrowings		509,099			89,585

		1,483,414			1,013,473
Postretirement benefits other than pensions		83,665			81,041
Accrued compensation and related benefits		243,755			242,583
Other liabilities		87,484			84,214
Deferred income taxes		686,993			709,694
Long-term debt		7			400,519

		2,585,318			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		229,692			217,780
Retained earnings		4,294,453			4,329,726
Accumulated other comprehensive income
Cumulative foreign currency translation adjustment		32,918			42,845
Unrealized gain on available-for-sale securities		171,492			153,539
Unrealized gain on pension and other postretirement plans		295,334			298,152
Cost of Class B common stock held in treasury		(1,697,089	)		(1,600,883	)

		3,346,800			3,461,159

	$	5,943,944		$	6,004,509

The Washington Post Company

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Thirty-Nine Weeks Ended
(In thousands)	September 28, 2008			September 30, 2007
Cash flows from operating activities:
Net income	$	46,895		$	205,708
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property, plant and equipment		195,463			163,231
Amortization of intangible assets		15,804			10,833
Goodwill impairment charge		59,690			—
Net pension benefit		(19,624	)		(16,691	)
Early retirement program expense		112,001			—
Net loss (gain) from sale of property, plant and equipment		1,037			(8,398	)
Foreign exchange loss (gain)		13,364			(13,777	)
Equity in losses (earnings) of affiliates, net of distributions		9,694			(7,736	)
(Benefit) provision for deferred income taxes		(30,292	)		30,232
Change in assets and liabilities:
Decrease (increase) in accounts receivable, net		1,162			(8,088	)
(Increase) decrease in inventories		(13,734	)		124
(Decrease) increase in accounts payable and accrued liabilities		(22,529	)		37,663
Increase in deferred revenue		52,814			75,314
Increase in income taxes receivable		(18,221	)		(16,964	)
Decrease in other assets and other liabilities, net		5,563			7,631
Other		2,650			(1,721	)

Net cash provided by operating activities		411,737			457,361

Cash flows from investing activities:
Purchases of property, plant and equipment		(202,959	)		(213,694	)
Investments in certain businesses, net of cash acquired		(65,599	)		(175,922	)
Investments in marketable equity securities		(68,563	)		—
Investments in affiliates		(10,987	)		(14,881	)
Proceeds from the sale of property, plant and equipment		1,129			16,055
Other		(186	)		651

Net cash used in investing activities		(347,165	)		(387,791	)


Cash flows from financing activities:
Common shares repurchased		(98,960	)		(42,035	)
Dividends paid		(61,788	)		(59,298	)
Issuance of commercial paper, net		20,197			—
Principal payments on debt		(1,363	)		(3,038	)
Cash overdraft		(6,153	)		6,029
Proceeds from exercise of stock options		9,230			5,588
Other		3,544			912

Net cash used in financing activities		(135,293	)		(91,842	)

Effect of currency exchange rate change		(2,813	)		4,674

Net decrease in cash and cash equivalents		(73,534	)		(17,598	)

Beginning cash and cash equivalents		321,466			348,148

Ending cash and cash equivalents	$	247,932		$	330,550

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 September 28, 2008, June 29, 2008, March 30, 2008, September 30, 2007, 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 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 thirty-nine weeks ended September 28, 2008 and September 30, 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 will be applied prospectively to business combinations for which the acquisition date is on or after the beginning of the Company’s 2009 fiscal year, 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.

In October 2008, the FASB issued FSP No. 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active” (“FSP 157-3”). FSP 157-3 addresses how the fair value of a financial asset is determined when the market for that financial asset is inactive. FSP 157-3 was effective upon issuance, including prior periods for which financial statements had not yet been issued. The implementation of this standard did not have any impact on our consolidated financial statements.

Note 2: Investments

Investments in marketable equity securities at September 28, 2008 and December 30, 2007 consist of the following (in thousands):


	September 28, 2008		December 30, 2007
Total cost	$	279,329	$	213,561
Gross unrealized gains		285,819		255,898

Total fair value	$	565,148	$	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.

As of September 28, 2008 and December 30, 2007, the Company had money market investments of $9.0 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 nine 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 and Dispositions

In the third quarter of 2008, Kaplan acquired a business in their professional division. Also in the third quarter of 2008, additional purchase consideration was recorded in connection with the achievement of certain operating results by a company acquired in 2007. The combined acquisition value of these activities was $10.8 million. 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 fourth quarter of 2008. As of September 28, 2008, this investment is included in investment in affiliates as Kaplan did 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 in the fourth quarter 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 third quarter of 2007, Kaplan acquired two businesses in their professional division and one business in their higher education division, totaling $43.3 million. These acquisitions included the education division of the Financial Services Institute of Australasia. 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.

In July 2007, the television broadcasting division entered into a transaction to sell and lease back its current Miami television station facility; a $9.5 million gain was recorded as a reduction to expense in the third quarter. An additional $1.9 million deferred gain is being amortized over the leaseback period. The television broadcasting division purchased land and is building a new Miami television station facility which is expected to be completed in 2009.

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.

In the third quarter of 2008, as a result of a challenging advertising environment, the Company completed a review of the carrying value of goodwill at the Company’s community newspapers and The Herald, which are part of the newspaper publishing division. As a result of this review, the Company recorded an impairment charge of $59.7 million to write off the goodwill for the Company’s community newspapers and The Herald utilizing a discounted cash flow model (after-tax impact of $41.9 million).

The Company’s goodwill and other intangible assets as of September 28, 2008 and December 30, 2007 were as follows (in thousands):


	Gross		Accumulated Amortization		Net
2008
Goodwill	$	1,766,636	$	298,402	$	1,468,234
Indefinite-lived intangible assets		690,646		163,806		526,840
Amortized intangible assets		123,709		60,030		63,679

	$	2,580,991	$	522,238	$	2,058,753

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 nine months ended September 28, 2008 was as follows (in thousands):


	Goodwill, Net
	Beginning of Year		Acquisitions		Impairment Charge			Foreign Currency Exchange Rate Changes and Other			Balance as of September 28, 2008
Education	$	1,020,177	$	42,018		—		$	(17,929	)	$	1,044,266
Newspaper Publishing		81,169		—	$	(59,690	)		13			21,492
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		5,292		—			—			88,337

	$	1,498,237	$	47,603	$	(59,690	)	$	(17,916	)	$	1,468,234


	Indefinite-Lived Intangible Assets, Net
	Beginning of Year		Acquisitions		Balance as of September 28, 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 September 28, 2008
Education	$	36,822	$	9,593		$	(10,503	)	$	(674	)	$	35,238
Newspaper Publishing		4,240		—			(474	)		1			3,767
Television Broadcasting		—		—			—			—			—
Magazine Publishing		—		—			—			—			—
Cable Television		1,081		366			(236	)		—			1,211
Other Businesses and Corporate Office		28,294		(240	)		(4,591	)		—			23,463

	$	70,437	$	9,719		$	(15,804	)	$	(673	)	$	63,679

Activity related to the Company’s goodwill and other intangible assets during the nine months ended September 30, 2007 was as follows (in thousands):


	Goodwill, Net
	Beginning of Year		Acquisitions		Foreign Currency Exchange Rate Changes		Balance as of September 30, 2007
Education	$	845,754	$	153,002	$	20,686	$	1,019,442
Newspaper Publishing		80,651		462		—		81,113
Television Broadcasting		203,165		—		—		203,165
Magazine Publishing		25,015		—		—		25,015
Cable Television		85,666		—		—		85,666
Other Businesses and Corporate Office		—		—		—		—

	$	1,240,251	$	153,464	$	20,686	$	1,414,401


	Indefinite-Lived Intangible Assets, Net
	Beginning of Year		Acquisitions		Balance as of September 30, 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 September 30, 2007
Education	$	25,270	$	20,860	$	(9,781	)	$	432	$	36,781
Newspaper Publishing		5,508		—		(876	)		—		4,632
Television Broadcasting		—		—		—			—		—
Magazine Publishing		—		—		—			—		—
Cable Television		1,021		—		(176	)		—		845
Other Businesses and Corporate Office		—		—		—			—		—

	$	31,799	$	20,860	$	(10,833	)	$	432	$	42,258

Note 5: Borrowings

Debt consists of the following (in millions):


	September 28, 2008			December 30, 2007
Commercial paper borrowings	$	105.0		$	84.8
5.5 percent unsecured notes due February 15, 2009		399.9			399.7
Other indebtedness		4.2			5.6

Total		509.1			490.1
Less current portion		(509.1	)		(89.6	)

Total long-term debt	$	—		$	400.5

The Company’s commercial paper borrowings at September 28, 2008 and December 30, 2007 were at average interest rates of 1.4 percent and 4.5 percent, respectively.

The Company’s $399.9 million unsecured notes that are due February 15, 2009 are now classified as current liabilities at September 28, 2008.

The Company’s other indebtedness at September 28, 2008 and December 30, 2007 is at interest rates of 5% to 8% and matures from 2008 to 2009.

During the third quarter of 2008 and 2007, the Company had average borrowings outstanding of approximately $525.3 million and $405.7 million, respectively, at average annual interest rates of approximately 4.7 percent and 5.5 percent, respectively. During the third quarter of 2008 and 2007, the Company incurred net interest expense of $5.7 million and $3.0 million, respectively.

During the first nine months of 2008 and 2007, the Company had average borrowings outstanding of approximately $492.7 million and $405.6 million, respectively, at average annual interest rates of approximately 4.9 percent and 5.5 percent, respectively. During the first nine months of 2008 and 2007, the Company incurred net interest expense of $15.0 million and $9.1 million, respectively.

Note 6: Earnings Per Share

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


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	September 28, 2008		September 30, 2007		September 28, 2008		September 30, 2007
Net income available for common shares	$	10,093	$	72,225	$	45,949	$	204,756

Weighted-average shares outstanding – basic		9,334		9,473		9,433		9,496

Effect of dilutive shares:
Stock options and restricted stock		24		36		25		35

Weighted-average shares outstanding – diluted		9,358		9,509		9,458		9,531

Basic earnings per common share	$	1.08	$	7.62	$	4.87	$	21.56

Diluted earnings per common share	$	1.08	$	7.60	$	4.86	$	21.48

The third quarter and first nine months of 2008 diluted earnings per share amounts exclude the effects of 30,375 and 28,375 stock options outstanding, respectively, as their inclusion would be antidilutive. The third quarter and first nine months of 2007 diluted earnings per share amounts exclude the effects of 7,500 stock options outstanding, respectively, as their inclusion would be antidilutive.

Note 7: Pension and Postretirement Plans

The total (income) cost arising from the Company’s defined benefit pension plans for the third quarter and nine months ended September 28, 2008 and September 30, 2007, consists of the following components (in thousands):


	Pension Plans
	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
	September 28, 2008			September 30, 2007			September 28, 2008			September 30, 2007
Service cost	$	6,691		$	7,446		$	20,452		$	20,599
Interest cost		15,092			12,501			37,844			34,718
Expected return on assets		(27,938	)		(25,964	)		(76,611	)		(72,346	)
Amortization of transition asset		(12	)		(14	)		(31	)		(39	)
Amortization of prior service cost		1,245			1,339			3,384			3,724
Recognized actuarial gain		(1,520	)		(1,200	)		(4,662	)		(3,347	)

Net periodic benefit		(6,442	)		(5,892	)		(19,624	)		(16,691	)
Early retirement program expense		201			—			105,076			—

Total (benefit) cost	$	(6,241	)	$	(5,892	)	$	85,452		$	(16,691	)


	SERP
	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	September 28, 2008		September 30, 2007		September 28, 2008		September 30, 2007
Service cost	$	296	$	385	$	1,108	$	1,154
Interest cost		1,263		769		2,961		2,306
Amortization of prior service cost		87		111		310		334
Recognized actuarial loss		1,046		230		1,389		691

Net periodic cost		2,692		1,495		5,768		4,485
Early retirement program expense		—		—		7,126		—

Total cost	$	2,692	$	1,495	$	12,894	$	4,485

The total cost arising from the Company’s postretirement plans for the third quarter and nine months ended September 28, 2008 and September 30, 2007, consists of the following components (in thousands):


	Postretirement Plans
	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
	September 28, 2008			September 30, 2007			September 28, 2008			September 30, 2007
Service cost	$	943		$	915		$	2,828		$	2,743
Interest cost		1,211			1,227			3,634			3,681
Amortization of prior service credit		(1,286	)		(1,176	)		(3,858	)		(3,528	)
Recognized actuarial gain		(371	)		(410	)		(1,114	)		(1,230	)

Total cost	$	497		$	556		$	1,490		$	1,666

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 $29.2 million for the first nine months of 2008 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’s non-operating income (expense) is primarily due to unrealized foreign currency gains or losses arising from the translation of British Pound and Australian dollar denominated intercompany loans into US dollars.

The Company recorded other non-operating expense, net, of $21.1 million for the third quarter of 2008, compared to other non-operating income, net, of $10.1 million for the third quarter of 2007. The third quarter 2008 non-operating expense, net, included $20.6 million in unrealized foreign currency losses. The third quarter 2007 non-operating income, net, included $9.2 million in unrealized foreign currency gains.

The Company recorded other non-operating expense, net, of $14.2 million for the first nine months of 2008, compared to other non-operating income, net, of $15.3 million, for the first nine months of 2007. The 2008 non-operating expense, net, included $13.4 million in unrealized foreign currency losses. The 2007 non-operating income, net, included $13.8 million in unrealized foreign currency gains.

The unrealized foreign currency losses in 2008 were the result of a strengthening of the US dollar against the British Pound and the Australian dollar; the unrealized foreign currency gains in 2007 were the result of a weakening of the US dollar against the British Pound and the Australian dollar.

A summary of non-operating income (expense) for the thirteen and thirty-nine weeks ended September 28, 2008 and September 30, 2007, is as follows (in millions):


	Thirteen Weeks Ended					Thirty-Nine Weeks Ended
	September 28, 2008			September 30, 2007		September 28, 2008			September 30, 2007
Foreign currency (losses) gains, net	$	(20.6	)	$	9.2	$	(13.4	)	$	13.8
Other (expense) income, net		(0.5	)		0.9		(0.8	)		1.5

Total	$	(21.1	)	$	10.1	$	(14.2	)	$	15.3

Note 9: Income Taxes

The effective tax rate for the third quarter and first nine months of 2008 was 19.5% and 36.0%, respectively. The low effective tax rate for both of these periods is due to a reduction in state income taxes and a favorable $4.6 million provision to return adjustment from 2007, offset by $5.9 million from nondeductible goodwill in connection with the impairment charge recorded in the third quarter of 2008. The Company concluded that the $4.6 million provision to return adjustment from 2007 is not material to the Company’s financial positions or results of operations for 2008 and 2007, based on its consideration of quantitative and qualitative factors.

The effective tax rate for the third quarter and first nine months of 2007 was 38.0% and 39.9%, respectively. Results for the first nine months of 2007 included an additional $12.9 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 be recorded at a 35% tax rate. The Company concluded that this charge is 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 2007 is 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 the items mentioned above, the effective tax rate for the first nine 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 September 28, 2008 were as follows (in thousands):


			Fair Value Measurements as of September 28, 2008
	Fair Value at September 28, 2008		Quoted Prices in Active Markets for Identical Items (Level 1)		Significant Other Observable Inputs (Level 2)
Assets:
Marketable equity securities⁽¹⁾
Current	$	165,994	$	165,994		—
Non-current		399,154		399,154		—
Other current investments⁽²⁾		2,410		—	$	2,410

Total financial assets	$	567,558	$	565,148	$	2,410

Liabilities:
Deferred compensation plan liabilities⁽³⁾	$	76,056	$	—	$	76,056

Total financial liabilities	$	76,056	$	—	$	76,056

⁽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 September 28, 2008 and December 30, 2007, respectively.

Third Quarter Period

(in thousands)


	Education			Newspaper Publishing			Television Broadcasting		Magazine Publishing		Cable Television			Other Businesses and Corporate Office			Intersegment Elimination			Consolidated
2008
Operating revenues	$	602,739		$	196,217		$	78,003	$	59,969	$	181,840		$	11,534		$	(1,644	)	$	1,128,658
Income (loss) from operations	$	51,126		$	(82,749	)	$	30,108	$	9,044	$	41,625		$	(8,887	)	$	—		$	40,267
Equity in losses of affiliates																					(609	)
Interest expense, net																					(5,709	)
Other, net																					(21,120	)

Income before income taxes																				$	12,829

Depreciation expense	$	16,390		$	23,596		$	2,361	$	504	$	30,524		$	149		$	—		$	73,524
Amortization expense and goodwill impairment charge	$	3,151		$	59,840		$	—	$	—	$	81		$	1,530		$	—		$	64,602
Net pension (expense) credit	$	(1,287	)	$	(3,159	)	$	241	$	10,860	$	(398	)	$	(16	)	$	—		$	6,241
Identifiable assets	$	1,912,814		$	675,473		$	475,069	$	834,829	$	1,217,452		$	163,761		$	—		$	5,279,398
Investments in marketable equity securities																					565,148
Investments in affiliates																					99,398

Total assets																				$	5,943,944


	Education			Newspaper Publishing			Television Broadcasting		Magazine Publishing		Cable Television			Other Businesses and Corporate Office			Intersegment Elimination			Consolidated
2007
Operating revenues	$	514,595		$	210,181		$	77,758	$	62,477	$	157,752		$	—		$	(259	)	$	1,022,504
Income (loss) from operations	$	37,555		$	8,781		$	35,997	$	7,007	$	29,771		$	(8,645	)	$	—		$	110,466
Equity in losses of affiliates																					(622	)
Interest expense, net																					(3,003	)
Other, net																					10,121

Income before income taxes																				$	116,962

Depreciation expense	$	15,861		$	9,467		$	2,357	$	534	$	27,138		$	365		$	—		$	55,722
Amortization expense	$	3,493		$	292		$	—	$	—	$	2		$	—		$	—		$	3,787
Net pension credit (expense)	$	(796	)	$	(2,362	)	$	151	$	9,282	$	(383	)	$	—		$	—		$	5,892
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

Nine Month Period

(in thousands)


	Education			Newspaper Publishing			Television Broadcasting		Magazine Publishing			Cable Television			Other Businesses and Corporate Office			Intersegment Elimination			Consolidated
2008
Operating revenues	$	1,722,459		$	599,593		$	238,507	$	176,043		$	535,011		$	30,134		$	(3,732	)	$	3,298,015
Income (loss) from operations	$	145,278		$	(178,295	)	$	86,364	$	(27,002	)	$	116,015		$	(30,408	)	$	—		$	111,952
Equity in losses of affiliates																						(9,505	)
Interest expense, net																						(14,959	)
Other, net																						(14,193	)

Income before income taxes																					$	73,295

Depreciation expense	$	49,171		$	45,481		$	6,831	$	1,553		$	92,091		$	336		$	—		$	195,463
Amortization expense and goodwill impairment charge	$	10,503		$	60,164		$	—	$	—		$	236		$	4,591		$	—		$	75,494
Net pension (expense) credit	$	(3,095	)	$	(84,315	)	$	809	$	4,140		$	(1,116	)	$	(1,875	)	$	—		$	(85,452	)


	Education			Newspaper Publishing			Television Broadcasting		Magazine Publishing		Cable Television			Other Businesses and Corporate Office			Intersegment Elimination			Consolidated
2007
Operating revenues	$	1,493,863		$	657,236		$	246,455	$	197,138	$	461,148		$	—		$	(955	)	$	3,054,885
Income (loss) from operations	$	109,446		$	41,465		$	100,611	$	13,938	$	89,887		$	(27,626	)	$	—		$	327,721
Equity in earnings of affiliates																					8,326
Interest expense, net																					(9,106	)
Other, net																					15,267

Income before income taxes																				$	342,208

Depreciation expense	$	44,213		$	28,277		$	7,089	$	1,643	$	80,914		$	1,095		$	—		$	163,231
Amortization expense	$	9,781		$	876		$	—	$	—	$	176		$	—		$	—		$	10,833
Net pension credit (expense)	$	(2,544	)	$	(7,562	)	$	763	$	27,056	$	(1,022	)	$	—		$	—		$	16,691

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

Third Quarter Period

(in thousands)


	Higher Education		Test Prep		Professional		Corporate Overhead and Other			Intersegment Elimination			Total Education
2008
Operating revenues	$	320,965	$	168,489	$	113,457	$	370		$	(542	)	$	602,739
Income (loss) from operations	$	36,224	$	27,927	$	4,384	$	(17,141	)	$	(268	)	$	51,126
Identifiable assets	$	651,714	$	418,159	$	834,330	$	8,611		$	—		$	1,912,814
Depreciation expense	$	8,383	$	3,515	$	3,473	$	1,019		$	—		$	16,390
Amortization expense							$	3,151					$	3,151
Kaplan stock-based incentive compensation expense							$	2,515					$	2,515


	Higher Education		Test Prep		Professional		Corporate Overhead and Other			Intersegment Elimination			Total Education
2007
Operating revenues	$	251,611	$	155,649	$	107,309	$	294		$	(268	)	$	514,595
Income (loss) from operations	$	27,340	$	28,214	$	8,364	$	(26,403	)	$	40		$	37,555
Identifiable assets	$	748,269	$	380,158	$	785,593	$	16,505		$	—		$	1,930,525
Depreciation expense	$	7,753	$	3,629	$	3,680	$	799		$	—		$	15,861
Amortization expense							$	3,493					$	3,493
Kaplan stock-based incentive compensation expense							$	12,046					$	12,046

Nine Month Period

(in thousands)


	Higher Education		Test Prep		Professional		Corporate Overhead and Other			Intersegment Elimination			Total Education
2008
Operating revenues	$	914,449	$	458,015	$	349,757	$	1,058		$	(820	)	$	1,722,459
Income (loss) from operations	$	121,678	$	62,362	$	15,271	$	(53,846	)	$	(187	)	$	145,278
Depreciation expense	$	24,941	$	10,472	$	10,835	$	2,923		$	—		$	49,171
Amortization expense							$	10,503					$	10,503
Kaplan stock-based incentive compensation expense							$	9,798					$	9,798


	Higher Education		Test Prep		Professional		Corporate Overhead and Other			Intersegment Elimination			Total Education
2007
Operating revenues	$	743,332	$	438,447	$	312,022	$	974		$	(912	)	$	1,493,863
Income (loss) from operations	$	89,291	$	68,806	$	26,918	$	(75,376	)	$	(193	)	$	109,446
Depreciation expense	$	21,402	$	10,508	$	9,754	$	2,549		$	—		$	44,213
Amortization expense							$	9,781					$	9,781
Kaplan stock-based incentive compensation expense							$	35,265					$	35,265

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 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.

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 income for the third quarter of 2008 was $10.3 million ($1.08 per share), compared to net income of $72.5 million ($7.60 per share) for the third quarter of last year.

Items included in the Company’s results for the third quarter of 2008:

•

A $59.7 million goodwill impairment charge at the Company’s community newspapers and The Herald, which are part of the newspaper publishing division (after-tax impact of $41.9 million, or $4.48 per share);

•

$12.5 million in accelerated depreciation related to the closing of The Washington Post’s College Park, MD, plant (after-tax impact of $7.9 million, or $0.84 per share); and

•

$20.6 million in non-operating unrealized foreign currency losses arising from the strengthening of the U.S. dollar (after-tax impact of $13.0 million, or $1.39 per share).

Items included in the Company’s results for the third quarter of 2007:

•

A $9.5 million gain from the sale of property at the Company’s television station in Miami (after-tax impact of $5.9 million, or $0.62 per share); and

•

$9.2 million in non-operating unrealized foreign currency gains arising from the weakening of the U.S. dollar (after-tax impact of $5.7 million, or $0.60 per share).

Revenue for the third quarter of 2008 was $1,128.7 million, up 10% from $1,022.5 million in the third quarter of 2007. The increase is due to significant revenue growth at the education and cable television divisions, and a small increase at the television broadcasting division. Revenues were down at the Company’s newspaper and magazine publishing divisions.

Operating income declined in the third quarter of 2008 to $40.3 million, from $110.5 million in the third quarter of 2007. 2008 results included a $59.7 million goodwill impairment charge and $12.5 million in accelerated depreciation at The Washington Post; 2007 results included a $9.5 million gain from the sale of property at the Company’s television station in Miami. Offsetting these declines were improved results at the education, cable and magazine publishing divisions.

For the first nine months of 2008, net income totaled $46.9 million ($4.86 per share), compared with $205.7 million ($21.48 per share) for the same period of 2007.

Items included in the Company’s results for the first nine months of 2008:

•

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);

•

$13.7 million in accelerated depreciation related to the closing of The Washington Post’s College Park, MD, plant (after-tax impact of $8.6 million, or $0.91 per share);

•

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); and

•

$13.4 million in non-operating unrealized foreign currency losses arising from the strengthening of the U.S. dollar (after-tax impact of $8.4 million, or $0.89 per share).

Items included in the Company’s results for the first nine months of 2007:

•

A $9.5 million gain from the sale of property at the Company’s television station in Miami (after-tax impact of $5.9 million, or $0.62 per share);

•

An increase in equity in earnings of affiliates primarily from a $8.9 million 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);

•

$13.8 million in non-operating unrealized foreign currency gains arising from the weakening of the U.S. dollar (after-tax impact of $8.6 million, or $0.90 per share); and

•

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.

Revenue for the first nine months of 2008 was $3,298.0 million, up 8% from $3,054.9 million in the first nine months 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 nine months of 2008 decreased to $112.0 million, from $327.7 million in the first nine months of 2007. 2008 results included early retirement program expenses of $112.0 million, a $59.7 million goodwill impairment charge, $13.7 million in additional depreciation at The Washington Post along with a decline in overall newspaper division revenues; 2007 results included a $9.5 million gain from the sale of property at the Company’s television station in Miami. Offsetting these declines were improved results at the education and cable divisions.

The Company’s operating income for the third quarter and first nine months of 2008 included $6.4 million and $19.6 million of net pension credits, respectively, compared to $5.9 million and $16.7 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 $602.7 million for the third quarter of 2008, a 17% increase over revenue of $514.6 million for the same period of 2007. Excluding revenue from acquired businesses, education division revenue increased 14% for the third quarter of 2008. Kaplan reported operating income of $51.1 million for the third quarter of 2008, up 36% from $37.6 million in the third quarter of 2007. Operating income in the third quarter of 2008 included stock compensation expense of $2.5 million, compared to stock compensation expense of $12.0 million in the third quarter of 2007.

For the first nine months of 2008, education division revenue totaled $1,722.5 million, a 15% increase over revenue of $1,493.9 million for the same period of

2007. Excluding revenue from acquired businesses, education division revenue increased 11% for the first nine months of 2008. Kaplan reported operating income of $145.3 million for the first nine months of 2008, up 33% from $109.4 million for the first nine months of 2007. Operating income in the first nine months of 2008 included stock compensation expense of $9.8 million, compared to stock compensation expense of $35.3 million in the first nine months of 2007.

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

(In thousands)


	Third Quarter								YTD
	2008			2007			% Change		2008			2007			% Change
Revenue
Higher education	$	320,965		$	251,611		28		$	914,449		$	743,332		23
Test prep		168,489			155,649		8			458,015			438,447		4
Professional		113,457			107,309		6			349,757			312,022		12
Kaplan corporate		370			294		26			1,058			974		9
Intersegment elimination		(542	)		(268	)	—			(820	)		(912	)	—

	$	602,739		$	514,595		17		$	1,722,459		$	1,493,863		15

Operating income (loss)
Higher education	$	36,224		$	27,340		32		$	121,678		$	89,291		36
Test prep		27,927			28,214		(1	)		62,362			68,806		(9	)
Professional		4,384			8,364		(48	)		15,271			26,918		(43	)
Kaplan corporate overhead		(11,475	)		(10,864	)	(6	)		(33,546	)		(30,330	)	(11	)
Other*		(5,666	)		(15,539	)	64			(20,300	)		(45,046	)	55
Intersegment elimination		(268	)		40		—			(187	)		(193	)	—

	$	51,126		$	37,555		36		$	145,278		$	109,446		33

*	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 28% for the third quarter of 2008 and 23% in the first nine months of 2008. Enrollments increased 22% to 99,700 at September 30, 2008, compared to 81,600 at September 30, 2007, due to growth in both online and residential programs. Higher education results in the first nine months 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 6% of its domestic revenues in 2008 will come from non-Title IV private loans obtained by its students. Prospectively, KHE expects private student loan funding to diminish due to strains in the U.S. credit markets; KHE expects this source to be replaced with funds provided under Title IV sources, student cash payments and, to a lesser extent, a self-funded internal loan program.

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 14% in the third quarter of 2008 and 10% in the first nine months of 2008, largely due to growth in English-language programs. Score revenues declined 50% and 47%, respectively, for the third quarter and first nine months of 2008, respectively, 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 nine months of 2008 due to higher payroll and marketing costs for the traditional test preparation programs, along with continued weakness at Score.

Professional includes Kaplan’s domestic and overseas training businesses. Professional revenue grew 6% in the third quarter of 2008 and 12% in the first nine months of 2008 largely due to acquisitions made since the comparable periods of 2007. Excluding revenue from acquired businesses, professional revenue was down 3% for the third quarter of 2008 but grew 1% in the first nine months of 2008 due to continued declines in professional’s real estate book publishing and real estate course offerings, offset by revenue growth at Kaplan Professional (Asia-Pacific) and Schweser CFA exam course offerings. Operating income is down largely due to continued weakness in professional’s real estate businesses and to severance and other transition costs related to the restructuring of the Kaplan Professional (U.S.) financial education 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 $0.7 million and $3.9 million in severance costs were recorded in the third quarter and first nine months of 2008, respectively.

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

Other includes charges 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 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 $2.5 million and $12.0 million in the third quarter of 2008 and 2007, respectively, and $9.8 million and $35.3 million in the first nine 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 $196.2 million for the third quarter of 2008, a decrease of 7% from $210.2 million in the third quarter of 2007; division revenue decreased 9% to $599.6 million for the first nine months of 2008, from $657.2 million for the first nine months of 2007.

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. Early retirement program expense of $79.8 million was recorded in the second quarter of 2008, which is being funded mostly from the assets of the Company’s pension plans. Also, as previously announced, The Post will close its College Park, MD, printing plant. The Post has recently determined that the plant will close in the second half of 2009 and that none of the four presses will be moved to The Post’s Springfield, VA, plant. The Company reassessed the useful life of the presses and the fair value of the plant building and recorded accelerated depreciation beginning in June 2008; as a result, accelerated depreciation of $12.5 million and $13.7 million, respectively, was recorded in the third quarter and first nine months of 2008, respectively. The Company estimates that additional accelerated depreciation of $9.4 million and $28.4 million, respectively, will be recorded in the fourth quarter of 2008 and in 2009, respectively. Additionally, in the third quarter of 2008, the Company completed an impairment review of its community newspapers and The Herald, which resulted in a $59.7 million goodwill impairment loss.

The newspaper division reported an operating loss of $82.7 million in the third quarter of 2008, compared to operating income of $8.8 million in the third quarter of 2007. For the first nine months of 2008, the newspaper division reported an operating loss of $178.3 million, compared to operating income of $41.5 million for the first nine months of 2007. The decline in operating results is due primarily to the $59.7 million goodwill impairment charge in the third quarter of 2008, the $79.8 million in early retirement program expense recorded in the second quarter of 2008 and accelerated depreciation of $13.7 million recorded in the first nine months of 2008. Excluding these charges, the newspaper division reported an operating loss for the third quarter and first nine months of 2008 due primarily to the continued decline in division revenues; expenses were modestly higher, with newsprint expense up 7% for the third quarter of 2008, but down 5% for the first nine months of 2008.

Print advertising revenue at The Post in the third quarter of 2008 declined 14% to $97.2 million, from $113.1 million in the third quarter of 2007, and decreased 16% to $308.6 million for the first nine months of 2008, from $366.6 million in the same period of 2007. The decreases are primarily the result of a large decline in classified advertising revenue, along with reductions in retail and supplements.

For the first nine months of 2008, Post daily and Sunday circulation declined 2.4% and 3.6%, respectively, compared to the same periods of the prior year. For the nine months ended September 28, 2008, average daily circulation at The Post totaled 623,100 and average Sunday circulation totaled 872,700.

Revenue generated by the Company’s online publishing activities, primarily washingtonpost.com, increased 13% to $30.8 million for the third quarter of 2008, from $27.2 million for the third quarter of 2007; online revenues increased 8% to $87.2 million in the first nine months of 2008, from $80.5 million for the first nine months of 2007. Display online advertising revenue grew 32% and 20% for the third quarter and first nine months of 2008, respectively. Online classified advertising revenue on washingtonpost.com declined 8% in the third quarter of 2008, and was down 2% for the first nine 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 increased slightly in the third quarter of 2008 to $78.0 million, from $77.8 million in 2007; for the first nine months of 2008, revenue decreased 3% to $238.5 million, from $246.5 million in 2007. The increase in third quarter revenue was due to a $4.9 million increase in political advertising and $6.3 million in incremental summer Olympics-related advertising at the Company’s NBC affiliates, offset by weak advertising demand in most markets and product categories. The revenue decline for the first nine months of 2008 is the result of weak advertising demand in most markets and product categories, offset by an $8.3 million increase in political advertising and $6.3 million in incremental summer Olympics-related advertising at the Company’s NBC affiliates.

In the third quarter of 2008, the television broadcasting division recorded $4.9 million in non-cash property, plant and equipment gains as a reduction to expense due to new digital equipment received at no cost from Sprint/Nextel in connection with an FCC mandate reallocating a portion of the broadcast spectrum in order to eliminate interference with public safety wireless communication systems. In July 2007, the Company entered into a transaction to sell and lease back its current Miami television station facility; a $9.5 million gain was recorded as a reduction to expense in the third quarter of 2007.

Operating income for the third quarter of 2008 declined 16% to $30.1 million, from $36.0 million in 2007; operating income for the first nine months of 2008 declined 14% to $86.4 million, from $100.6 million in 2007. The declines in operating income are due to a $9.5 million gain on the sale of property at the Miami television station in the third quarter of 2007 and overall weak advertising demand for both the third quarter and nine months of 2008, offset by the $4.9 million in non-cash gains in the third quarter of 2008.

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 $60.0 million for the third quarter of 2008, a 4% decrease from $62.5 million for the third quarter of 2007; division revenue totaled $176.0 million for the first nine months of 2008, an 11% decrease from $197.1 million for the first nine months of 2007. The revenue decline for the third quarter of 2008 is primarily due to a decline in subscription revenue at the domestic edition as a result of the previously announced circulation rate base reduction, from 3.1 million to 2.6 million. The revenue decline for the first nine months of 2008 is largely due to a 13% reduction in advertising revenue at Newsweek as a result of fewer ad pages at the domestic edition and lower rates due to the rate base reduction. 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.

Operating income totaled $9.0 million in the third quarter of 2008, compared to operating income of $7.0 million in the third quarter of 2007, with the increase due to a reduction in subscription, manufacturing and distribution expenses at the domestic edition of Newsweek, partially offset by revenue declines. The division had an operating loss of $27.0 million for the first nine months of 2008, compared to operating income of $13.9 million for the first nine 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 $181.8 million for the third quarter of 2008 represents a 15% increase from $157.8 million in the third quarter of 2007; for the first nine months of 2008, revenue increased 16% to $535.0 million, from $461.1 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; a January 2008 basic video cable service rate increase at nearly all of its systems; and a rate increase in August 2008 for telephone subscribers. 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 40% to $41.6 million in the third quarter of 2008, versus $29.8 million in the third quarter of 2007; cable division operating income for the first nine months of 2008 increased 29% to $116.0 million, from $89.9 million for the first nine 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 September 30, 2008, Revenue Generating Units (RGUs) grew 7% 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 September 30, 2008, telephone service is being offered in all or part of systems representing 94% 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:


Cable Television Division Subscribers	September 30, 2008	September 30, 2007
Basic	701,711	699,268
Digital	224,231	221,033
High-speed data	368,614	329,815
Telephony	90,994	40,225

Total	1,385,550	1,290,341

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


	2008		2007
Customer Premise Equipment	$	27.6	$	40.3
Scaleable Infrastructure		11.7		14.1
Line Extensions		12.4		14.8
Upgrade/Rebuild		9.0		9.4
Support Capital		23.2		23.9

Total	$	83.9	$	102.5

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 nine months 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 nine months of 2007, other businesses and corporate office included the expenses of the Company’s corporate office.

Revenue for other businesses (CourseAdvisor) totaled $11.5 million and $30.1 million for the third quarter and first nine months of 2008, respectively. Operating expenses were $20.4 million for the third quarter of 2008, up from $8.6 million for the third quarter of 2007; operating expenses for the first nine months of 2008 were $60.5 million, up from $27.6 million in the first nine 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 both the third quarter of 2008 and the third quarter of 2007 was $0.6 million. For the first nine months of 2008, the Company’s equity in losses of affiliates totaled $9.5 million, compared to income of $8.3 million for the same period of 2007. Results for the first nine months of 2008 included $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’s non-operating income (expense) is primarily due to unrealized foreign currency gains or losses arising from the translation of British pound and Australian dollar denominated intercompany loans into U.S. dollars.

The Company recorded other non-operating expense, net, of $21.1 million for the third quarter of 2008, compared to other non-operating income, net, of $10.1 million for the third quarter of 2007. The third quarter 2008 non-operating income, net, included $20.6 million in unrealized foreign currency losses. The third quarter 2007 non-operating income, net, included $9.2 million in unrealized foreign currency gains.

The Company recorded other non-operating expense, net, of $14.2 million for the first nine months of 2008, compared to other non-operating income, net, of $15.3 million for the same period of the prior year. The 2008 non-operating expense, net, included $13.4 million in unrealized foreign currency losses. The 2007 non-operating income, net, included $13.8 million in unrealized foreign currency gains.

The unrealized foreign currency losses in 2008 were the result of a strengthening of the U.S. dollar against the British pound and the Australian dollar; the unrealized foreign currency gains in 2007 were the result of a weakening of the U.S. dollar against the British pound and the Australian dollar.

A summary of non-operating income (expense) for the thirty-nine weeks ended September 28, 2008 and September 30, 2007, is as follows (in millions):


	2008			2007
Foreign currency (losses) gains, net	$	(13.4	)	$	13.8
Gain on cost method and other investments					0.5
Other gains (losses), net		(0.8	)		1.0

Total	$	(14.2	)	$	15.3

Net Interest Expense. The Company incurred net interest expense of $5.7 million and $15.0 million for the third quarter and first nine months of 2008, respectively, compared to $3.0 million and $9.1 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 nine months of 2008 versus the same period of the prior year. At September 28, 2008, the Company had $509.1 million in borrowings outstanding at an average interest rate of 4.7%.

Provision for Income Taxes. The effective tax rate for the third quarter and first nine months of 2008 was 19.5% and 36.0%, respectively. The low effective tax rate for both of these periods is due to a reduction in state income taxes and a favorable $4.6 million provision to return adjustment from 2007, offset by $5.9 million from nondeductible goodwill in connection with the impairment charge recorded in the third quarter of 2008.

The effective tax rate for the third quarter and first nine months of 2007 was 38.0% and 39.9%, respectively. As previously discussed, results for the first nine 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. 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 first nine months of 2007 was 38.0%.

Earnings Per Share. The calculation of diluted earnings per share for the third quarter and first nine months of 2008 was based on 9,358,096 and 9,458,193 weighted average shares outstanding, respectively, compared to 9,508,752 and 9,531,195, respectively, for the third quarter and first nine months of 2007. The Company repurchased 167,642 shares of its Class B common stock at a cost of $99.0 million during the first nine months of 2008.

Financial Condition: Capital Resources and Liquidity

Acquisitions and Dispositions. In the third quarter of 2008, Kaplan acquired a business in their professional division. Also in the third quarter of 2008, additional purchase consideration was recorded in connection with the achievement of certain operating results by a company acquired in 2007. The combined acquisition value of these activities was $10.8 million. 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 nine months of 2008, the Company’s capital expenditures totaled $203.0 million. The Company estimates that its capital expenditures will be in the range of $300 million to $325 million in 2008.

Liquidity. The Company’s borrowings have increased by $19.0 million, to $509.1 million at September 28, 2008, as compared to borrowings of $490.1 million at December 30, 2007. At September 28, 2008, the Company has $247.9 million in cash and cash equivalents, compared to $321.5 million at December 30, 2007. The Company had money market investments of $9.0 million and $5.1 million that are classified as “Cash and cash equivalents” in the Company’s Consolidated Balance Sheets as of September 28, 2008 and December 30, 2007, respectively.

At September 28, 2008, the Company had $509.1 million in total debt outstanding, which comprised $105.0 million of commercial paper borrowings, $399.9 million of 5.5 percent unsecured notes due February 15, 2009, and $4.2 million in other debt.

The Company’s $500 million commercial paper program continues to serve as a significant source of short-term liquidity. The $500 million revolving credit facility that expires in August 2011 supports the issuance of the Company’s short-term commercial paper and provides for general corporate purposes. Despite the recent disruption to the general credit markets, the Company continued to have access and borrowed funds under its commercial paper program and did not need to borrow funds under its revolving credit facility. There is no assurance, however, that the cost or availability of future borrowings under our commercial paper program in the debt markets will not be impacted by the ongoing capital market conditions.

The Company has $399.9 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 September 28, 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 commercial paper program.

The Company’s credit ratings were affirmed by the rating agencies in October 2008 with a change in ratings outlook from stable to negative. The Company’s current credit ratings are as follows:


	Moody’s	Standard & Poor’s
Long-term	A1	A+
Short-term	Prime-1	A-1

At September 28, 2008 and December 30, 2007, the Company had a working capital deficit of $420.9 million and $18.5 million, respectively. The increase in working capital deficit is due to the Company’s $399.9 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 and 2009.

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. In the third quarter of 2008, the Company announced an agreement with NBC Universal to acquire WTVJ, the NBC-owned and operated television station in Miami, FL, for an approximate purchase price of $205 million. 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 30, 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 September 28, 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 September 28, 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 September 28, 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*
Jun.30 – Aug.3,2008	59,009	$	587.54	59,009	245,956
Aug.4 – Aug.31,2008	0		—	0	245,956
Sep.1 – Sep.28,2008	0		—	0	245,956

Total	59,009	$	587.54	59,009

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 September 28, 2008 were open market transactions.

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 and restated on September 10, 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: November 4, 2008		/s/ Donald E. Graham
		Donald E. Graham,
		Chairman & Chief Executive Officer
		(Principal Executive Officer)

Date: November 4, 2008		/s/ John B. Morse, Jr.
		John B. Morse, Jr.,
		Senior Vice President-Finance
		(Principal Financial Officer)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller Reporting Company