.

         During each of the last three years the

assets at December 29, 2002.

1

2005.

businesses and related policy issues. This site has developed a substantial audience of users who are outside of the Washington, D.C. area, and WPNI believes that at least three-quarters of the unique users who access the site each month are in that category. Since 2002 WPNI has required most users accessing the washingtonpost.com site to register and provide their year of birth, gender and zip code. The resulting information helps WPNI provide online advertisers with opportunities to target specific geographic areas and demographic groups. Early in 2004 this registration process was modified to include the collection of additional information from users, including job title and the type of industry in which the user works. WPNI also offers registered users the option of receiving various e-mail newsletters that cover specific topics, including political news and analysis, personal technology, and entertainment.

magazine’s own editorial staff as well as by independent contributors.

         In June

2

is primarily distributed by home delivery in Snohomish County. The Daily Herald Company also provides commercial printing services and publishes sixfour controlled-circulation weekly community newspapers (collectively knowknown asThe Enterprise Newspapers) that are distributed in south Snohomish and north King Counties.

Community Newspaper Division of Post-Newsweek Media

         The Community Newspaper Division of Post-Newsweek Media, Inc. (which was created by the merger in 2001 of The Gazette Newspapers, Inc. and Post Newsweek Tech Media Group, Inc.) publishes two weekly paid-circulation, three twice-weekly paid circulation and 39 controlled-circulation weekly community newspapers. This division’s newspapers are divided into two groups:The Gazette Newspapers, which circulate in Montgomery and Frederick Counties and in parts of Prince George’s, Carroll, Anne Arundel and Howard Counties, Maryland; andSouthern Maryland Newspapers, which circulate in southern Prince George’s County and in Charles, St. Mary’s and Calvert Counties, Maryland. During 2001 these newspapers had a combined average circulation of approximately 669,000 copies. This division also produces 11 military newspapers (most of which are weekly) under agreements where editorial material is supplied by local military bases; in 2001 these newspapers had a combined average circulation of over 200,000 copies.

The Gazette NewspapersandSouthern Maryland Newspaperstogether employ approximately 165 editors, reporters and photographers.

         This division also operates two commercial printing businesses in suburban Maryland.

are affiliated with one or another of the major national networks. The Company’s 2001Jacksonville station, WJXT, has operated as an independent station since July 2002.

4

channel in various ways, including providing one channel of high-definition television (“HDTV”) programming with greatly enhanced image and sound quality or several channels of lower-definition television programming (“multicasting”), and also is capable of accommodating subscription video and data services. Available compression technology also allows broadcasters to transmit simultaneously one channel of HDTV programming and at least one channel of lower-definition programming. Broadcasters may offer a combination of services soas long as they transmit at least one stream of free video programming on the DTV channel. The FCC has assigned to each existing full-power television station (including each station owned by the Company) a second channel to implement DTV while present television operations are continued on that station’s existinganalog channel. Although in some cases a station’s DTV channel may only permit operation over a smaller geographic service area than that available using its existinganalog channel, the FCC’s stated goal in assigning channels was to provide stations with DTV service areas that are generally consistent with their existinganalog service areas. The FCC’s DTV rules also permit stations to request modifications to their assigned DTV facilities, allowing them to expand their DTV service areas if certain interference criteria are met. Under FCC rules and the Balanced Budget Act of 1997, if specified DTV household penetration levels are met, station owners will be required to surrender one channel in 2006 and thereafter provide service solely in the DTV format if specified DTV household penetration levels are met.format.

         Theinterest. In June 2003, following such a review, the FCC also is conducting proceedings dealing withmodified its national television ownership limit to permit a broadcast company to own an unlimited number of television stations as long as the combined service areas of such matters as regulations pertainingstations do not include more than 45% of nationwide television households, an increase from the previous limit of 35%. Subsequently, legislation was enacted that fixed the national ownership limit at 39% of nationwide television households, removed the national ownership limit from the periodic FCC review process and changed the frequency of such reviews from every two years to cable television (discussed below under “Cable Television Division – Regulation of Cable Television and Related Matters”), and various proposals affecting the development of alternative video delivery systems that would compete in varying degrees with both cable television and television broadcasting operations. every four years.

5

two television stations in the same market if there are at least eight independently owned full-power television stations in that market (including non-commercial stations and counting the co-owned stations as one), and if at least one of the co-owned stations is not among the top four ranked television stations in that market. The FCC also decided to permit common ownership of stations in a single market if their signals do not overlap, and to permit common ownership where one of certainthe stations is failing or unbuilt stations.unbuilt. These rule changes are likely to increasepermitted increases in the concentration of station ownership in local markets. For example,markets, and all of the Company’s stations are now competing against two-station combinations in their respective markets. Separately,

         On January 11, 2001, Among the digital video services offered by Cable One sold its Greenwood, Indianais the delivery of certain premium, cable system to a joint venturenetwork and local over-the-air channels in which AT&T has an interest. In a related transaction, on March 1, 2001, Cable One transferred its Modesto and Santa Rosa, California cable systems (which had been its two largest systems), together with a cash payment, to a unit of AT&T in return for AT&T cable systems serving the communities of Boise, Idaho Falls, Twin Falls, Pocatello and Lewistown, Idaho, and the community of Ontario, Oregon. These transactions had the effect of increasing by approximately 34,000 the number of subscribers being served by the Company’s cable systems.

HDTV.

Mississippi and in the Boise, Idaho area.

6

         Among other things,

         In April 1993optional tiers (although the FCC adopted a “freeze”freeze on rate increases for regulated services (i.e., the basic and, prior to March 1999, optional tiers)tiers expired in 1999). Later that year the FCC promulgated benchmarks for determining the reasonableness of rates for suchregulated services. The benchmarks provided for a percentage reduction in the rates that were in effect when the benchmarks were announced. Pursuant to the FCC’s rules, cable operators can increase their benchmarked rates for regulated services to offset the effects of inflation, equipment upgrades, and higher programming, franchising and regulatory fees. Under the FCC’s approach, cable operators may exceed their benchmarked rates if they can show in a cost-of-service proceeding that higher rates are needed to earn a reasonable return on investment, which the Commission established in March 1994 to be 11.25%. The FCC’s rules also permit franchising authorities to regulate equipment rentals and service and installation rates on the basis of a cable operator’s actual costs plus an allowable profit, which is calculated from the operator’s net investment, income tax rate and other factors.

         Pursuant

7

agreements between broadcast stations and the Company’s cable systems expired at the end of 1999 and the expired agreements were replaced by new agreements having comparable terms.

In 2004 the FCC revised these rules and limited the extent to which incumbent telephone companies must provide access to these features and functionalities; the FCC also permitted incumbent telephone companies to increase the price they charge for such access.

9

Service (“MVDDS”). MVDDS providers will use “reharvested” DBS spectrum to transmit programming on a non-harmful interference basis using terrestrial microwave transmitters. (While DBS subscribers point their dishes south to pick up their provider’s signal, MVDDS customers will aim their antennas north.) The Commission’s order creating MVDDS did not grant any licenses to operate MVDDS systems. Instead, it requested comments on service, technical and licensing rulesIn January 2004 the FCC conducted an auction for the technology. Comments and reply comments topurpose of selecting MVDDS licensees. Ten bidders won licenses in more than 190 markets, although the FCC’s order have been filed, and the FCC is continuing to analyze the interference issues surrounding the use of this spectrum.Company believes that no MVDDS systems are yet in operation. MVDDS providers, like providers of other forms of wireless cable, will not be required to obtain franchises from local governmental authorities and generally will operate under fewer regulatory requirements than conventional cable systems.

         On March 14, Thus there currently is no restriction on the ownership of both a television broadcast station and a cable television system in the same market.

10

Magazine Publishing

Newsweek

Newsweekis a weekly news magazine published both domestically and internationally by Newsweek, Inc., a subsidiary of the Company. In gathering, reporting and writing news and other material for publication,Newsweek maintains news bureaus in 9 U.S. and 11 foreign cities.

         The domestic edition ofNewsweekincludes more than 100 different geographic or demographic editions which carry substantially identical news and feature material but enable advertisers to direct messages to specific market areas or demographic groups. Domestically,Newsweekranks second in circulation among the three leading weekly news magazines (Newsweek,TimeandU.S. News & World Report). For each of the last five yearsNewsweek’s average weekly domestic circulation rate base has been 3,100,000 copies. From 1997 through 1999Newsweek’s percentage of the total weekly domestic circulation rate base of the three leading weekly news magazines was 33.5%. In both 2000 and 2001 that percentage was 34.0%.

Newsweekis sold on newsstands and through subscription mail order sales derived from a number of sources, principally direct mail promotion. The basic one-year subscription price is $41.08. Most subscriptions are sold at a discount from the basic price. In May 2001,Newsweek’s newsstand cover price was increased from $3.50 per copy (which price had been in effect since April 1999) to $3.95 per copy.

         The total number ofNewsweek’s domestic advertising pages and gross domestic advertising revenues as reported by Publishers’ Information Bureau, Inc., together withNewsweek’s percentages of the total number of advertising pages and total advertising revenues of the three leading weekly news magazines, for the past five years have been as follows:

Newsweek’s advertising rates are based on its average weekly circulation rate base and are competitive with the other weekly news magazines. Effective with the January 8, 2001 issue, national advertising rates were increased by an average of 4.0%. Beginning with the issue dated January 14, 2002, national advertising rates were increased again, by an average of 5.0%.

11

Newsweek Business Plus, which is published 39 times a year, is a demographic edition ofNewsweekdistributed to high-income professional and managerial subscribers and subscribers in zip-code-defined areas. Advertising rates for this edition were increased an average of 4.0% in January 2001 and by an additional 5.0% in January 2002. The circulation rate base for this edition is 1,200,000 copies.

Newsweek’s other demographic edition,Newsweek Woman, which was published 13 times during 2001, has a circulation rate base of 800,000 selected female subscribers. At the beginning of 2001 advertising rates for this edition were increased by an average of 4.0%, with an additional average increase of 5.0% instituted early in 2002.

         Internationally,Newsweekis published in an Atlantic edition covering Europe, the Middle East and Africa, a Pacific edition covering Japan, Korea and south Asia, and a Latin American edition, all of which are in the English language. Editorial copy solely of domestic interest is eliminated in the international editions and is replaced by other international, business or national coverage primarily of interest abroad.

         Since 1984 a section ofNewsweekarticles has been included inThe Bulletin, an Australian weekly news magazine which also circulates in New Zealand. A Japanese-language edition ofNewsweek, Newsweek Nihon Ban,has been published in Tokyo since 1986 pursuant to an arrangement with a Japanese publishing company which translates editorial copy, sells advertising in Japan and prints and distributes the edition.Newsweek Hankuk Pan,a Korean-language edition ofNewsweek,began publication in 1991 pursuant to a similar arrangement with a Korean publishing company. Since 1996Newsweek en Español, a Spanish-language edition ofNewsweekdistributed in Latin America, has been published under an agreement with a Miami-based publishing company which translates editorial copy, prints and distributes the edition and jointly sells advertising with Newsweek. In June 2000,Newsweek Bil Logha Al-Arabia, an Arabic-language edition ofNewsweek, was launched under a similar arrangement with a Kuwaiti publishing company. Also,Newsweek Polska, a Polish-language newsweekly, was launched in September 2001 under a licensing agreement with a Polish publishing company which, in addition to translating selected stories fromNewsweek’s various U.S. and foreign editions, has established a staff of Polish reporters and editors for the magazine. In April 2001, Newsweek terminated its relationship withItogi, a Russian-language news magazine, due to a change in the control of the magazine.

         The average weekly circulation rate base, advertising pages and gross advertising revenues ofNewsweek’s international editions (not includingThe Bulletininsertions or the foreign-language editions ofNewsweek) for the past five years have been as follows:

12

         For 2002 the average weekly circulation rate base forNewsweek’s English-language international editions (not includingThe Bulletininsertions) will be 646,000 copies.Newsweek’s rate card estimates the average weekly circulation in 2001 forThe Bulletininsertions will be 80,000 copies and for the Japanese-, Korean-, Arabic- and Spanish- and Polish-language editions will be 130,000, 90,000, 30,000, 54,000 and 280,000 copies, respectively.

         The online version ofNewsweek, which includes stories fromNewsweek’s print edition as well as other material, became a co-branded feature on the MSNBC.com Web site in 2000. This feature is being produced by Washingtonpost.Newsweek Interactive Company, another subsidiary of the Company.

Arthur Frommer’s Budget Travelmagazine, another Newsweek publication, was published six times during 2001 and had a circulation of 400,000 copies.Budget Travelis headquartered in New York City and has its own editorial staff.

         During recent years Congress has considered a range of proposals intended to restrict the marketing of tobacco products. The Company cannot now predict what actions may eventually be taken to limit or restrict tobacco advertising. However such advertising accounts for less than 1% of Newsweek’s operating revenues and negligible revenues atThe Washington Postand the Company’s other publications. Moreover, federal law has prohibited the carrying of advertisements for cigarettes and smokeless tobacco by commercial radio and television stations for many years. Thus the Company believes that any restrictions on tobacco advertising which may eventually be put into effect would not have a material adverse effect on Newsweek or on any of the Company’s other business operations.

PostNewsweek Tech Media

         This division of Post-Newsweek Media, Inc. publishes controlled-circulation trade periodicals and produces trade shows and conferences for the information technology industry.

         Specifically, PostNewsweek Tech Media publishesWashington Technology, a biweekly tabloid newspaper for government information technology systems integrators,Government Computer News, a tabloid newspaper published 30 times per year serving government managers who buy information technology products and services, andGCN Shopper, a tabloid newspaper published four times per year providing information technology product reviews and other buying information for government managers.Washington Technology,Computer Government News, andGCN Shopperhave circulations of about 40,000, 87,000, and 120,000 copies, respectively.

         The other publications of PostNewsweek Tech Media areWashington Techway, a biweekly news magazine with a circulation of 30,000 copies that addresses the needs of the private-sector technology business community in the Washington region, and theTechnology Almanac, an annual directory of technology industry executives.Washington Techwayalso coproduces the annualGreater Washington High Technology Awards Banquet, which is held each spring in Washington, D.C. for more than 1,000 technology executives. Together withThe Washington Post and WPNI, PostNewsweek Tech Media contributes to the washtech.com Web site which serves theWashington Techwaycommunity online.

         This division also produces theFOSEtrade show, which is held each spring in Washington, D.C. for information technology decision makers in government and industry.

13

expanded as new educational and career services businesses have been acquired or initiated. The Company divides Kaplan’s various businesses into two categories: supplemental education, which consists of the Test Preparation and Admissions Division, the Professional Division, Score! Educational Centers, and The Financial Training Company; and higher education, which consists of Kaplan’s Higher Education Division and the Dublin Business School.

The Test Preparation and Admissions Division also includes Kaplan’s publishing activities. Kaplan currently co-publishes more than 150190 book titles, predominatelypredominantly in the areas of test preparation, admissions, career guidance and life skills, through a joint venture with Simon & Schuster, and also develops educational software for the K through 12K-12, graduate and graduateEnglish-as-a-second-language markets which is sold through arrangementsan arrangement with a third party whothat is responsible for production and distribution. KaplanThis division also produces a college newsstand guide in conjunction with Newsweek.

division).

Singapore.

14

University, Concord University School of Law and The College for Professional Studies, and ConcordStudies. Kaplan University School of Law. Kaplan College offers various master degree, bachelor degree, associate degree and certificate programs, principally in the fields of businessmanagement, criminal justice, paralegal studies, information technology, financial planning, nursing and information technology,education, and is accredited by the Higher Learning Commission of the North Central Association of Colleges and Schools. Some of Kaplan College’s coursesUniversity’s programs are offered online while others are

15have exempted

In addition, there may be other legal theories under which a school could be subject to suit as a result of alleged irregularities in the administration of student financial aid.

         Severalschools in Kaplan’s Higher Education Division are combined into groups of two or more schools for the purpose of determining compliance with Title IV requirements. Including schools that are not combined with other schools for that purpose, the Higher Education Division currently has 38 Title IV reporting units, the largest of which in terms of revenue accounted for approximately 24% of the Division’s 2004 revenues. If the Department of Education were to find that one reporting unit had failed to comply with any applicable Title IV requirement and as a result limited, suspended or terminated the Title IV eligibility of the school or schools in that unit, that action normally would not affect the Title IV eligibility of the schools in other reporting units that had continued to comply with Title IV requirements. For the most recent year for which data is available from the Department of Education, the cohort default rate for the Title IV reporting units in Kaplan’s Higher Education Division averaged 9.8%, and no unit had a cohort default rate of 25% or more. In 2004 those reporting units derived an average of less than 81% of their receipts from Title IV programs, with no unit deriving more than 88.2% of its receipts from such programs.

Other Activities

International Herald Tribune

         The Company beneficially owns 50%

16feature material but enable advertisers to direct messages to specific market areas or

17

case from various suppliers. Approximately 80%85% of the newsprint used by The Daily Herald Company and 45%65% of the newsprint used by Post-Newsweek Media, Inc. includes some recycled content.

weekly free-distribution newspapers.

18

(which was acquiredHotJobs.Yahoo.com (which is owned by Yahoo! early in 2002)) and CareerBuilderCareerBuilder.com (which acquired Headhunter.net in 2001)is jointly owned by Gannett, Knight-Ridder and Tribune Co.) aggregate employment listings.

Slatecompetes for readers with many other political and lifestyle publications, both online and in print, and competes for advertising revenue with those publications as well as with a wide variety of other print and online publications and other forms of advertising.

19

applicable to cable television to be applied to DBS operators, although certain of these rules, primarily relating to sports blackouts, are subject to reconsideration byoperators. In addition, the FCC. The Satellite Home Viewer Improvement Act also continuesand subsequent legislation continued restrictions on the transmission of distant network stations by DBS operators. Under these restrictions,Thus DBS operators generally are prohibited from distributing in a local marketdelivering the signals of any distant network-affiliated television station except in areas wherenetwork stations to subscribers who can receive the over-the-airanalog signal of the same network’s local affiliate is not available or where the local affiliate grants a waiver.affiliate. Several lawsuits were filed beginning in 1996 in which plaintiffs (including all four major broadcast networks and network-affiliated stations including one of the Company’s Florida stations) alleged that certain DBS operators had not been complying with this restriction.the prohibition on delivering network signals to households that can receive the analog signal of the local network affiliate over the air. The plaintiffs have entered into a settlement with DBS operator DirecTV, under which it willagreed to discontinue distant-network service to certain subscribers and alter the method by which it determines eligibility for this service. Litigation against DBS operator EchoStar is continuing. The Satellite Home Viewer Improvement Act also provides that certain distant-network subscribers whose service would have been discontinued as a result of this litigation will continue to have access to distant-network service through 2004. In addition to the matters discussed above, the Company’s television stations may also become subject to increased competition from low-power television stations, wireless cable services, satellite master antenna systems (which can carry pay-cable and similar program material) and prerecorded video programming. Further, the deployment of digital and other improved television technologies may enhance the ability of some of these other video providers to compete more effectively for viewers with the local television broadcasting stations owned by the Company.

Overseas, both The Financial Training Company and Dublin Business School compete with other for-profit companies and with governmentally supported schools and institutions that provide similar training and educational programs.

21

The Washington Post

2003, and efforts to negotiate a new agreement are continuing. Also, the agreement covering 63 paper handlers and general workers represented by the Graphic Communications International Union expired on November 20, 2004; a replacement agreement had been negotiated but that agreement was subsequently rejected by the members of the bargaining unit.

represented by a union.

22

Private Securities Litigation Reform Act of 1995. Forward-looking statements include comments about the Company’s business strategies and objectives, the prospects for growth in the Company’s various business operations, and the Company’s future financial performance. As with any projection or forecast, 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. In addition to the various matters discussed elsewhere in this Annual Report on Form 10-K (including the financial statements and other items filed herewith), specific factors identified by the Company that might cause such a difference include the following: changes in prevailing economic conditions, particularly in the specific geographic and other markets served by the Company; actions of competitors, including price changes and the introduction of competitive service offerings; changes in the preferences of readers, viewers and advertisers, particularly in response to the growth of Internet-based media; changes in communications and broadcast technologies; the effects of changing cost or availability of raw materials, including changes in the cost or availability of newsprint and magazine body paper; changes in the extent to which standardized tests are used in the admissions process by colleges and graduate schools; changes in the extent to which licensing or proficiency examinations are used to qualify individuals to pursue certain careers; changes in laws or regulations, including changes that affect the way business entities are taxed; and changes in accounting principles or in the way such principles are applied.

         In 1980 On December 22, 2003, WP Company sold a 35,000-square-foot lot on 15th Street next to the lot containingThe Post’s office building.

; both of these properties currently are under contract to be sold.

23

         The principal offices of Newsweek are located at 251 West 57th Street in New York City, where Newsweek rents space on nine floors. The lease on this space will expire in 2009 but is renewable for a 15-year period at Newsweek’s option at rentals to be negotiated or arbitrated.Budget Travel’s offices are also located in New York City where they occupy premises under a lease which expires in 2010. In 1997 Newsweek sold its Mountain Lakes, N.J. facility to a third party and leased back a portion of this building to house its accounting, production and distribution departments. The lease on this space will expire in 2007 but is renewable for two 5-year periods at Newsweek’s option.

commercial printing facility.

In addition, the Division houses a call-center operation in 20,000 square feet of rented space in Phoenix under a lease that expires in 2013.

         Kaplan owns a total

         The offices of Washingtonpost.Newsweek Interactive are located in Arlington, Virginia, and the offices of Greater Washington Publishing are located in Fairfax, Virginia. The office space for each of these units is leased.

24those

25

January 2, 2005.

26

traded companies to change by approximately 20% in one quarter, 15% in twofive quarters and by 10% or less then 10% in each of the other nine18 quarters.

2003.

27

definitive Proxy Statement for the Company’s 20022005 Annual Meeting of Stockholders is incorporated herein by reference thereto.

29