Graham (GHC) 10-Q 2013 Q1 Quarterly report

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 March 31, 2013

or

     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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    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 “small reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨

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 May 3, 2013:

                                                    Class A Common Stock – 1,219,383 Shares

                                                    Class B Common Stock – 6,202,149 Shares

THE WASHINGTON POST COMPANY

Index to Form 10-Q

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	a.     Condensed Consolidated Statements of Operations (Unaudited) for the Three Months Ended March 31, 2013 and 2012	1
	b.     Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the Three Months Ended March 31, 2013 and 2012	2
	c.      Condensed Consolidated Balance Sheets at March 31, 2013 (Unaudited) and December 31, 2012	3
	d.     Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2013 and 2012	4
	e.     Notes to Condensed Consolidated Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Results of Operations and Financial Condition	21
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	27
Item 4.	Controls and Procedures	27
PART II. OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 6.	Exhibits	29
Signatures		30

PART I. FINANCIAL INFORMATION

Item  1.       Financial Statements

THE WASHINGTON POST COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
		Three Months Ended
		March 31,
(in thousands, except per share amounts)		2013		2012
Operating Revenues
	Education	$	527,815	$	546,685
	Advertising		163,148		167,558
	Circulation and Subscriber		221,709		213,677
	Other		46,433		27,581
			959,105		955,501
Operating Costs and Expenses
	Operating		451,981		460,300
	Selling, general and administrative		414,556		408,106
	Depreciation of property, plant and equipment		65,791		61,924
	Amortization of intangible assets		3,717		3,873
			936,045		934,203
Income from Operations			23,060		21,298
	Equity in earnings of affiliates, net		3,418		3,888
	Interest income		510		1,069
	Interest expense		(8,960)		(9,163)
	Other (expense) income, net		(4,083)		8,588
Income from Continuing Operations Before Income Taxes			13,945		25,680
Provision for Income Taxes			7,300		11,700
Income from Continuing Operations			6,645		13,980
(Loss) Income from Discontinued Operations, Net of Tax			(1,386)		17,588
Net Income			5,259		31,568
Net Income Attributable to Noncontrolling Interests			(97)		(70)
Net Income Attributable to The Washington Post Company			5,162		31,498
Redeemable Preferred Stock Dividends			(444)		(451)
Net Income Attributable to The Washington Post Company Common Stockholders		$	4,718	$	31,047
Amounts Attributable to The Washington Post Company Common Stockholders
Income from continuing operations		$	6,104	$	13,459
(Loss) income from discontinued operations, net of tax			(1,386)		17,588
Net income attributable to The Washington Post Company common stockholders		$	4,718	$	31,047
Per Share Information Attributable to The Washington Post Company
	Common Stockholders
Basic income per common share from continuing operations		$	0.82	$	1.72
Basic (loss) income per common share from discontinued operations			(0.18)		2.35
Basic net income per common share		$	0.64	$	4.07
Basic average number of common shares outstanding			7,227		7,514
Diluted income per common share from continuing operations		$	0.82	$	1.72
Diluted (loss) income per common share from discontinued operations			(0.18)		2.35
Diluted net income per common share		$	0.64	$	4.07
Diluted average number of common shares outstanding			7,266		7,615
See accompanying Notes to Condensed Consolidated Financial Statements.

1

THE WASHINGTON POST COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
			Three Months Ended
			March 31,
(in thousands)			2013		2012
Net Income			$	5,259	$	31,568
Other Comprehensive Income (Loss), Before Tax
	Foreign currency translation adjustments:
		Translation adjustments arising during the period		(4,191)		7,823
		Adjustment for sale of a business with foreign operations		―		513
				(4,191)		8,336
	Unrealized gains on available-for-sale securities:
		Unrealized gains for the period		49,078		32,315
		Reclassification adjustment for gain on available-for-sale security included in net income		(551)		―
				48,527		32,315
	Pension and other postretirement plans:
		Amortization of net prior service credit included in net income		(437)		(451)
		Amortization of net actuarial loss included in net income		2,317		1,657
		Settlement gain included in net income		(3,471)		―
				(1,591)		1,206
	Cash flow hedge gain (loss)			30		(35)
Other Comprehensive Income, Before Tax				42,775		41,822
	Income tax expense related to items of other comprehensive income			(18,787)		(13,393)
Other Comprehensive Income, Net of Tax				23,988		28,429
Comprehensive Income				29,247		59,997
	Comprehensive income attributable to noncontrolling interests			(118)		(90)
Total Comprehensive Income Attributable to The Washington Post Company			$	29,129	$	59,907
See accompanying Notes to Consolidated Financial Statements.

2

THE WASHINGTON POST COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
				March 31,		December 31,
(in thousands)				2013		2012
				(Unaudited)
Assets
Current Assets
	Cash and cash equivalents			$	300,652	$	512,431
	Restricted cash				37,457		28,538
	Investments in marketable equity securities and other investments				470,023		418,938
	Accounts receivable, net				372,466		399,204
	Deferred income taxes				―		3,974
	Inventories				3,929		7,985
	Other current assets				91,454		82,692
		Total Current Assets			1,275,981		1,453,762
Property, Plant and Equipment, Net					1,045,670		1,081,237
Investments in Affiliates					22,068		15,535
Goodwill, Net					1,309,663		1,317,915
Indefinite-Lived Intangible Assets, Net					539,728		539,728
Amortized Intangible Assets, Net					42,053		45,577
Prepaid Pension Cost					589,230		604,823
Deferred Charges and Other Assets					52,113		46,492
		Total Assets		$	4,876,506	$	5,105,069
Liabilities and Equity
Current Liabilities
	Accounts payable and accrued liabilities			$	444,972	$	486,396
	Income taxes payable				2,992		726
	Deferred income taxes				15,597		―
	Deferred revenue				403,098		395,837
	Dividends declared				222		―
	Short-term borrowings				3,169		243,327
		Total Current Liabilities			870,050		1,126,286
Postretirement Benefits Other Than Pensions					60,804		59,949
Accrued Compensation and Related Benefits					214,745		216,280
Other Liabilities					107,210		109,774
Deferred Income Taxes					530,667		529,427
Long-Term Debt					453,726		453,384
		Total Liabilities			2,237,202		2,495,100
Redeemable Noncontrolling Interest					12,664		12,655
Redeemable Preferred Stock					11,096		11,096
Preferred Stock					―		―
Common Stockholders’ Equity
	Common stock				20,000		20,000
	Capital in excess of par value				244,176		240,746
	Retained earnings				4,551,493		4,546,775
	Accumulated other comprehensive income, net of tax
		Cumulative foreign currency translation adjustment			21,881		26,072
		Unrealized gain on available-for-sale securities			139,669		110,553
		Unrealized gain on pensions and other postretirement plans			116,214		117,169
		Cash flow hedge			(922)		(940)
	Cost of Class B common stock held in treasury				(2,477,245)		(2,474,347)
		Total Common Stockholders’ Equity			2,615,266		2,586,028
Noncontrolling Interests					278		190
		Total Equity			2,615,544		2,586,218
			Total Liabilities and Equity	$	4,876,506	$	5,105,069
See accompanying Notes to Condensed Consolidated Financial Statements.

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THE WASHINGTON POST COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
			Three Months Ended
			March 31,
(in thousands)			2013		2012
Cash Flows from Operating Activities
Net Income			$	5,259	$	31,568
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation of property, plant and equipment			65,973		63,254
	Amortization of intangible assets			3,717		4,278
	Net pension expense			4,390		2,192
	Multiemployer pension plan withdrawal charge			349		―
	Early retirement program expense			14,258		1,022
	Foreign exchange loss (gain)			4,614		(2,660)
	Net loss on sales of businesses			70		3,082
	Equity in earnings of affiliates, net of distributions			(3,408)		(3,691)
	Provision (benefit) for deferred income taxes			1,877		(23,744)
	Net loss (gain) on sale or write-down of property, plant and equipment and other assets			515		(7,203)
	Change in assets and liabilities:
		Decrease in accounts receivable, net		23,020		36,716
		Decrease in inventories		3,658		2,016
		Decrease in accounts payable and accrued liabilities		(43,487)		(22,828)
		Increase in deferred revenue		15,529		3,647
		Increase in income taxes payable		2,273		11,019
		Increase in other assets and other liabilities, net		(24,202)		(14,817)
	Other			(387)		165
		Net Cash Provided by Operating Activities		74,018		84,016
Cash Flows from Investing Activities
	Purchases of property, plant and equipment			(36,462)		(44,875)
	Net proceeds from sales of businesses, property, plant and equipment and other assets			3,636		7,702
	Purchases of marketable equity securities and other investments			(8,623)		(23,003)
	Investments in certain businesses, net of cash acquired			(700)		(2,545)
	Other			(18)		1,571
		Net Cash Used in Investing Activities		(42,167)		(61,150)
Cash Flows from Financing Activities
	Repayment of short-term borrowing			(240,121)		(109,671)
	Common shares repurchased			(4,196)		(136)
	Dividends paid			(222)		(18,889)
	Other			3,311		16,459
		Net Cash Used in Financing Activities		(241,228)		(112,237)
Effect of Currency Exchange Rate Change				(2,402)		3,263
Net Decrease in Cash and Cash Equivalents				(211,779)		(86,108)
Beginning Cash and Cash Equivalents				512,431		381,099
Ending Cash and Cash Equivalents			$	300,652	$	294,991
See accompanying Notes to Condensed Consolidated Financial Statements.

4

THE WASHINGTON POST COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. ORGANIZATION, BASIS OF PRESENTATION AND RECENT ACCOUNTING PRONOUNCEMENTS

The Washington Post Company, Inc. (the Company) is a diversified education and media company. The Company’s Kaplan subsidiary provides a wide variety of educational services, both domestically and outside the United States. The Company’s media operations consist of the ownership and operation of cable television systems, newspaper publishing (principally The Washington Post), and television broadcasting (through the ownership and operation of six television broadcast stations).

Financial Periods – The Company and its subsidiaries report on a calendar-quarter basis, with the exception of most of the newspaper publishing operations, which report on a thirteen week quarter ending on the Sunday nearest the calendar quarter-end.

Basis of Presentation – The accompanying condensed consolidated financial statements have been prepared in accordance with: (i) generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information; (ii) the instructions to Form 10-Q; and (iii) the guidance of Rule 10-01 of Regulation S-X under the Securities and Exchange Act of 1934, as amended, for financial statements required to be filed with the Securities and Exchange Commission (SEC). They include the assets, liabilities, results of operations and cash flows of the Company, including its domestic and foreign subsidiaries that are more than 50% owned or otherwise controlled by the Company. As permitted under such rules, certain notes and other financial information normally required by GAAP have been condensed or omitted. Management believes the accompanying condensed consolidated financial statements reflect all normal and recurring adjustments necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows as of and for the periods presented herein. The Company’s results of operations for the quarterly periods ended March 31, 2013 and 2012 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 year ended December 31, 2012.

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 to the current year presentation, which includes the reclassification of the results of operations of certain businesses as discontinued operations for all periods presented.

Use of Estimates in the Preparation of the Condensed Consolidated Financial Statements – The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and judgments that affect the 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.

Recently Adopted and Issued Accounting Pronouncements – In February 2013, the Financial Accounting Standards Board (“FASB”) issued final guidance on the presentation of reclassifications out of other comprehensive income to net income. The amendment requires an entity to provide information about the amounts reclassified out of other comprehensive income by component. In addition, an entity is required to present, either on the face of the income statement or in a footnote, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, only if the amount reclassified is required by GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under GAAP that provide detail about those amounts. This amendment is effective for interim and fiscal years beginning after December 15, 2012. The adoption of the amendment in the first quarter of 2013 is reflected in the Company's Notes to Condensed Consolidated Financial Statements.

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2. DISCONTINUED OPERATIONS

In March 2013, the Company completed the sale of The Herald, a daily and Sunday newspaper headquartered in Everett, WA. Under the terms of the agreement, the purchaser received most of the assets and liabilities; however, certain land and buildings and other assets and liabilities were retained by the Company. The results of operations of The Herald for the first quarter of 2013 and 2012, are included in the Company’s Condensed Consolidated Statements of Operations as Income (Loss) from Discontinued Operations, Net of Tax. All corresponding prior period operating results presented in the Company’s Condensed Consolidated Financial Statements and the accompanying notes have been reclassified to reflect the discontinued operations presented. The Company did not reclassify its Condensed Consolidated Balance Sheets or Statements of Cash Flows to reflect the discontinued operations.

In August 2012, the Company completed the sale of Kidum and recorded a pre-tax gain of $3.6 million and an after-tax gain of $10.2 million related to this sale in the third quarter of 2012. On July 31, 2012, the Company disposed of its interest in Avenue100 Media Solutions, Inc. and recorded a pre-tax loss of $5.7 million related to the disposition. An income tax benefit of $44.5 million was also recorded in the third quarter of 2012 as the Company determined that Avenue100 had no value. The income tax benefit was due to the Company’s tax basis in the stock of Avenue100 exceeding its net book value, as a result of goodwill and other intangible asset impairment charges recorded in 2008, 2010 and 2011 for which no tax benefit was previously recorded. In April 2012, the Company completed the sale of Kaplan EduNeering. Under the terms of the agreement, the purchaser acquired the stock of EduNeering and received substantially all the assets and liabilities. In the second quarter of 2012, the Company recorded an after-tax gain of $18.5 million related to this sale. In February 2012, Kaplan completed the stock sale of Kaplan Learning Technologies (KLT) and recorded an after-tax loss on the sale of $1.9 million. The Company recorded $23.2 million of income tax benefits in the first quarter of 2012 in connection with the sale of its stock in EduNeering and KLT related to the excess of the outside stock tax basis over the net book value of the net assets disposed. The results of operations of Kidum, Avenue100, EduNeering, and KLT, for the first quarter of 2012 are included in the Company’s Condensed Consolidated Statement of Operations as Income (Loss) from Discontinued Operations, Net of Tax.

The summarized (loss) income from discontinued operations, net of tax, is presented below:

	Three Months Ended
	March 31,
(in thousands)	2013		2012
Operating revenues	$	3,461	$	23,171
Operating costs and expenses		(5,477)		(27,344)
Loss from discontinued operations		(2,016)		(4,173)
Benefit from income taxes		(676)		(23,700)
Net (Loss) Income from Discontinued Operations		(1,340)		19,527
Loss on sale of discontinued operations		(70)		(3,082)
Benefit from income taxes on sale of discontinued operations		(24)		(1,143)
(Loss) Income from Discontinued Operations, Net of Tax	$	(1,386)	$	17,588

6

The following table summarizes the 2012 quarterly operating results of the Company following the reclassification of the operations discussed above as discontinued operations:

		March 31,		June 30,		September 30,		December 31,
(in thousands, except per share amounts)		2012		2012		2012		2012
Operating Revenues
	Education	$	546,685	$	551,774	$	551,696	$	546,341
	Advertising		167,558		186,486		191,779		225,624
	Circulation and subscriber		213,677		217,747		219,137		220,732
	Other		27,581		33,096		42,582		53,127
			955,501		989,103		1,005,194		1,045,824
Operating Costs and Expenses
	Operating		460,300		461,788		480,731		463,626
	Selling, general and administrative		408,106		397,465		380,214		397,280
	Depreciation of property, plant and equipment		61,924		62,401		63,397		79,593
	Amortization of intangible assets		3,873		4,428		5,091		7,610
	Impairment of goodwill and other long-lived assets		―		―		―		111,593
			934,203		926,082		929,433		1,059,702
Income (Loss) from Operations			21,298		63,021		75,761		(13,878)
	Equity in earnings of affiliates, net		3,888		3,314		4,099		2,785
	Interest income		1,069		775		648		901
	Interest expense		(9,163)		(8,979)		(8,738)		(9,064)
	Other income (expense), net		8,588		(635)		4,163		(17,572)
Income (Loss) from Continuing Operations before Income Taxes			25,680		57,496		75,933		(36,828)
Provision for Income Taxes			11,700		21,200		31,100		8,200
Income (Loss) from Continuing Operations			13,980		36,296		44,833		(45,028)
Income (Loss) from Discontinued Operations, Net of Tax			17,588		15,751		49,114		(347)
Net Income (Loss)			31,568		52,047		93,947		(45,375)
Net (Income) Loss Attributable to Noncontrolling Interests			(70)		(11)		71		(64)
Net Income (Loss) Attributable to The Washington Post Company			31,498		52,036		94,018		(45,439)
Redeemable Preferred Stock Dividends			(451)		(222)		(222)		―
Net Income (Loss) Attributable to The Washington Post Company
	Common Stockholders	$	31,047	$	51,814	$	93,796	$	(45,439)
Amounts Attributable to The Washington Post Company
	Common Stockholders
Income (loss) from continuing operations		$	13,459	$	36,063	$	44,682	$	(45,092)
Income (loss) from discontinued operations, net of tax			17,588		15,751		49,114		(347)
Net income (loss) attributable to the Washington Post
	Company common stockholders	$	31,047	$	51,814	$	93,796	$	(45,439)
Per Share Information Attributable to The Washington Post
	Company Common Stockholders
Basic income (loss) per common share from continuing operations		$	1.72	$	4.76	$	6.02	$	(6.52)
Basic income (loss) per common share from discontinued operations			2.35		2.08		6.62		(0.05)
Basic net income (loss) per common share		$	4.07	$	6.84	$	12.64	$	(6.57)
Diluted income (loss) per common share from continuing operations		$	1.72	$	4.76	$	6.02	$	(6.52)
Diluted income (loss) per common share from discontinued operations			2.35		2.08		6.62		(0.05)
Diluted net income (loss) per common share		$	4.07	$	6.84	$	12.64	$	(6.57)

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The following table summarizes the annual operating results of the Company following the reclassification of operations discussed above as discontinued operations:

(in thousands, except per share amounts)		2012		2011
Operating Revenues
	Education	$	2,196,496	$	2,404,459
	Advertising		771,447		738,489
	Circulation and subscriber		871,293		852,891
	Other		156,386		113,973
			3,995,622		4,109,812
Operating Costs and Expenses
	Operating		1,866,445		1,891,888
	Selling, general and administrative		1,583,065		1,617,641
	Depreciation of property, plant and equipment		267,315		247,650
	Amortization of intangible assets		21,002		22,335
	Impairment of goodwill and other long-lived assets		111,593		―
			3,849,420		3,779,514
Income from Operations			146,202		330,298
	Equity in earnings of affiliates, net		14,086		5,949
	Interest income		3,393		4,147
	Interest expense		(35,944)		(33,226)
	Other expense, net		(5,456)		(55,200)
Income from Continuing Operations Before Income Taxes			122,281		251,968
Provision for Income Taxes			72,200		103,500
Income from Continuing Operations			50,081		148,468
Income (Loss) from Discontinued Operations, Net of Tax			82,106		(31,311)
Net Income			132,187		117,157
Net Income Attributable to Noncontrolling Interests			(74)		(7)
Net Income Attributable to The Washington Post Company			132,113		117,150
Redeemable Preferred Stock Dividends			(895)		(917)
Net Income Attributable to The Washington Post Company Common Stockholders		$	131,218	$	116,233
Amounts Attributable to The Washington Post Company Common Stockholders
Income from continuing operations		$	49,112	$	147,544
Income (loss) from discontinued operations, net of tax			82,106		(31,311)
Net income attributable to the Washington Post Company common stockholders		$	131,218	$	116,233
Per Share Information Attributable to The Washington Post Company Common
	Stockholders
Basic income per common share from continuing operations		$	6.23	$	18.66
Basic income (loss) per common share from discontinued operations			11.16		(3.96)
Basic net income per common share		$	17.39	$	14.70
Diluted income per common share from continuing operations		$	6.23	$	18.66
Diluted income (loss) per common share from discontinued operations			11.16		(3.96)
Diluted net income per common share		$	17.39	$	14.70

3. INVESTMENTS

Investments in marketable equity securities comprised the following:

	As of
	March 31,		December 31,
(in thousands)	2013		2012
Total cost	$	194,319	$	195,832
Net unrealized gains		232,782		184,255
Total Fair Value	$	427,101	$	380,087

There were no new investments in marketable equity securities during the first quarter of 2013. The Company made $30.0 million in investments in marketable equity securities during the first quarter of 2012, of which $7.7 million was settled in April 2012. During the first quarter of 2013, the proceeds from sales of marketable equity securities were $2.1 million, and net realized gains on such sales were $0.6 million. There were no sales of marketable equity securities in the first quarter of 2012.

8

As of March 31, 2013, the Company has a $3.7 million unrealized loss on its investment in Strayer Education, Inc., a publicly traded company. At March 31, 2013, the investment has been in an unrealized loss position for under three months. The Company evaluated this investment for other-than-temporary impairment based on various factors, including the duration and severity of the unrealized loss, the reason for the decline in value and the potential recovery period, and the ability and intent to hold the investment and concluded that the unrealized loss is not other-than-temporary as of March 31, 2013. If any impairment is considered other-than-temporary, the investment will be written down to its fair market value with a corresponding charge to the Consolidated Statement of Operations.

4. ACQUISITIONS AND DISPOSITIONS

In the first quarter of 2013, the Company acquired one small business included in other businesses; the purchase price allocation mostly comprised goodwill and other intangible assets on a preliminary basis. In the first quarter of 2012, Kaplan acquired two small businesses in its International division; the purchase price allocation mostly comprised goodwill and other intangible assets. The assets and liabilities of the companies acquired have been recorded at their estimated fair values at the date of acquisition.

In March 2013, the Company completed the sale of The Herald, a daily and Sunday newspaper headquartered in Everett, WA. The Herald was previously reported in the newspaper publishing segment. Kaplan completed the sale of Kaplan Learning Technologies in February 2012, which was part of the Kaplan Ventures division.

 5. GOODWILL AND OTHER INTANGIBLE ASSETS

Amortization of intangible assets for the three months ended March 31, 2013 and March 31, 2012 was $3.7 million and $3.9 million, respectively. Amortization of intangible assets is estimated to be approximately $9 million for the remainder of 2013, $9 million in 2014, $7 million in 2015, $6 million in 2016, $4 million in 2017, $4 million in 2018 and $3 million thereafter.

The changes in the carrying amount of goodwill, by segment, were as follows:

				Cable		Newspaper		Television		Other
(in thousands)		Education		Television		Publishing		Broadcasting		Businesses		Total
Balance as of December 31, 2012
	Goodwill	$	1,097,058	$	85,488	$	81,183	$	203,165	$	19,052	$	1,485,946
	Accumulated impairment losses		(102,259)		―		(65,772)		―		―		(168,031)
			994,799		85,488		15,411		203,165		19,052		1,317,915
Acquisitions			―		―		―		―		627		627
Foreign currency exchange rate changes			(8,879)		―		―		―		―		(8,879)
Balance as of March 31, 2013
	Goodwill		1,088,179		85,488		71,448		203,165		19,679		1,467,959
	Accumulated impairment losses		(102,259)		―		(56,037)		―		―		(158,296)
		$	985,920	$	85,488	$	15,411	$	203,165	$	19,679	$	1,309,663

The changes in carrying amount of goodwill at the Company’s education division were as follows:

		Higher		Test		Kaplan
(in thousands)		Education		Preparation		International		Total
Balance as of December 31, 2012
	Goodwill	$	409,184	$	152,187	$	535,687	$	1,097,058
	Accumulated impairment losses		―		(102,259)		―		(102,259)
			409,184		49,928		535,687		994,799
Foreign currency exchange rate changes			(50)		―		(8,829)		(8,879)
Balance as of March 31, 2013
	Goodwill		409,134		152,187		526,858		1,088,179
	Accumulated impairment losses		―		(102,259)		―		(102,259)
		$	409,134	$	49,928	$	526,858	$	985,920

9

Other intangible assets consist of the following:

			As of March 31, 2013						As of December 31, 2012
			Gross				Net		Gross				Net
		Useful Life	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
(in thousands)		Range	Amount		Amortization		Amount		Amount		Amortization		Amount
Amortized Intangible Assets
	Non-compete agreements	2-5 years	$	13,849	$	12,670	$	1,179	$	14,008	$	12,546	$	1,462
	Student and customer relationships	2-10 years		73,457		42,651		30,806		73,693		40,787		32,906
	Databases and technology	3-5 years		6,457		6,082		375		6,457		5,707		750
	Trade names and trademarks	2-10 years		26,372		18,364		8,008		26,634		18,185		8,449
	Other	1-25 years		8,872		7,187		1,685		8,849		6,839		2,010
			$	129,007	$	86,954	$	42,053	$	129,641	$	84,064	$	45,577
Indefinite-Lived Intangible Assets
	Franchise agreements		$	496,321					$	496,321
	Wireless licenses			22,150						22,150
	Licensure and accreditation			7,371						7,371
	Other			13,886						13,886
			$	539,728					$	539,728

6. DEBT

The Company’s borrowings consist of the following:

	As of
	March 31,		December 31,
(in thousands)	2013		2012
7.25% unsecured notes due February 1, 2019	$	397,583	$	397,479
USD Revolving credit borrowing		―		240,121
AUD Revolving credit borrowing		52,082		51,915
Other indebtedness		7,230		7,196
Total Debt		456,895		696,711
Less: current portion		(3,169)		(243,327)
Total Long-Term Debt	$	453,726	$	453,384

The Company’s other indebtedness at March 31, 2013 and December 31, 2012 is at interest rates from 0% to 6% and matures from 2013 to 2017.

During the three months ended March 31, 2013 and March 31, 2012, the Company had average borrowings outstanding of approximately $516.7 million and $484.5 million, respectively, at average annual interest rates of approximately 7.0%. During the three months ended March 31, 2013 and March 31, 2012, the Company incurred net interest expense of $8.5 million and $8.1 million, respectively.

At March 31, 2013, the fair value of the Company’s 7.25% unsecured notes, based on quoted market prices, totaled $471.5 million, compared with the carrying amount of $397.6 million. At December 31, 2012, the fair value of the Company’s 7.25% unsecured notes, based on quoted market prices, totaled $481.4 million, compared with the carrying amount of $397.5 million. The carrying value of the Company’s other unsecured debt at March 31, 2013 approximates fair value.

7. FAIR VALUE MEASUREMENTS

Fair value measurements are determined based on the assumptions that a market participant would use in pricing an asset or liability based on 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.

10

The Company’s financial assets and liabilities measured at fair value on a recurring basis were as follows:

(in thousands)			Level 1		Level 2		Total
As of March 31, 2013
Assets
	Money market investments (1)		$	―	$	190,915	$	190,915
	Marketable equity securities (2)			427,101		―		427,101
	Other current investments (3)			14,495		28,427		42,922
		Total Financial Assets	$	441,596	$	219,342	$	660,938
Liabilities
	Deferred compensation plan liabilities (4)		$	―	$	60,919	$	60,919
	7.25% unsecured notes (5)			―		471,528		471,528
	AUD revolving credit borrowing (5)			―		52,082		52,082
	Interest rate swap (6)			―		1,537		1,537
		Total Financial Liabilities	$	―	$	586,066	$	586,066

As of December 31, 2012
Assets
	Money market investments (1)		$	―	$	432,670	$	432,670
	Marketable equity securities (2)			380,087		―		380,087
	Other current investments (3)			14,134		24,717		38,851
		Total Financial Assets	$	394,221	$	457,387	$	851,608
Liabilities
	Deferred compensation plan liabilities (4)		$	―	$	62,297	$	62,297
	7.25% unsecured notes (5)			―		481,424		481,424
	AUD revolving credit borrowing (5)			―		51,915		51,915
	Interest rate swap (6)			―		1,567		1,567
		Total Financial Liabilities	$	―	$	597,203	$	597,203

____________

(1)       The Company’s money market investments are included in cash, cash equivalents and restricted cash.

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

(3)       Includes U.S. Government Securities, corporate bonds, mutual funds and time deposits (with original maturities greater than 90 days, but less than one year).

(4)       Includes The Washington Post Company Deferred Compensation Plan and supplemental savings plan benefits under The Washington Post Company Supplemental Executive Retirement Plan, which are included in accrued compensation and related benefits.

(5)       See Note 6 for carrying amount of these notes and borrowing.

(6)       Included in Other liabilities. The Company utilized a market approach model using the notional amount of the interest rate swap multiplied by the observable inputs of time to maturity and market interest rates.

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.

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8. EARNINGS PER SHARE

The Company’s earnings per share from continuing operations (basic and diluted) are presented below:

			Three Months Ended
			March 31,
(in thousands, except per share amounts)			2013		2012
Income from continuing operations attributable to The Washington Post Company
	common stockholders		$	6,104	$	13,459
Less: Amount attributable to participating securities				(160)		(501)
Basic income from continuing operations attributable to The Washington Post Company
	common stockholders		$	5,944	$	12,958
Plus: Amount attributable to participating securities				160		501
Diluted income from continuing operations attributable to The Washington Post Company
	common stockholders		$	6,104	$	13,459
Basic weighted average shares outstanding				7,227		7,514
Plus: Effect of dilutive shares related to stock options and restricted stock				39		101
Diluted weighted average shares outstanding				7,266		7,615
Income Per Share from Continuing Operations Attributable to The Washington Post Company
	Common Stockholders:
		Basic	$	0.82	$	1.72
		Diluted	$	0.82	$	1.72

For the first quarter of 2013 and 2012, the basic earnings per share computed under the two-class method is lower than the diluted earnings per share computed under the if-converted method for participating securities, resulting in the presentation of the lower amount in diluted earnings per share. The first quarter of 2013 and 2012 diluted earnings per share amounts exclude the effects of 85,861 and 115,294 stock options outstanding, respectively, as their inclusion would be antidilutive. The first quarter of 2013 and 2012 diluted earnings per share amounts also exclude the effects of 52,200 and 7,500 restricted stock awards, respectively, as their inclusion would have been antidilutive.

In the first quarter of 2012, the Company declared regular dividends totaling $4.90 per share. In December 2012, the Company declared and paid an accelerated cash dividend totaling $9.80 per share, in lieu of regular quarterly dividends that the Company otherwise would have declared and paid in calendar year 2013.

9. PENSION AND POSTRETIREMENT PLANS

Defined Benefit Plans. The total cost arising from the Company’s defined benefit pension plans, including a portion included in discontinued operations, consists of the following components:

					Supplemental Executive
	Pension Plan				Retirement Plan
	Three Months Ended March 31,				Three Months Ended March 31,
(in thousands)	2013		2012		2013		2012
Service cost	$	13,365	$	9,107	$	429	$	367
Interest cost		14,291		14,591		1,023		1,060
Expected return on assets		(26,322)		(24,012)		―		―
Amortization of prior service cost		909		937		14		14
Recognized actuarial loss		2,147		1,569		711		458
Net Periodic Cost		4,390		2,192		2,177		1,899
Early retirement program expense		14,258		1,022		―		―
Total Cost	$	18,648	$	3,214	$	2,177	$	1,899

The Company announced a Voluntary Retirement Incentive Program in February 2013, which was offered to certain employees of the Washington Post newspaper. The early retirement program expense is estimated at $20.4 million. Of this amount, $12.0 million was recorded in the first quarter of 2013 and the remainder will be recorded in the second quarter of 2013. In addition, the Washington Post newspaper recorded $2.3 million in special separation benefits for a group of employees. The early retirement program expense and special separation benefits for these programs will be funded from the assets of the Company’s pension plan.

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In the first quarter of 2012, the Company offered a Voluntary Retirement Incentive Program to certain employees of Post-Newsweek Media and recorded early retirement program expense of $1.0 million. The early retirement program expense for these programs is funded from the assets of the Company’s pension plan.

Defined Benefit Plan Assets. The Company’s defined benefit pension obligations are funded by a portfolio made up of a relatively small number of stocks and high-quality fixed-income securities that are held by a third-party trustee. The assets of the Company’s pension plan were allocated as follows:

	As of
	March 31,			December 31,
	2013			2012
U.S. equities		64	%		64	%
U.S. fixed income		11	%		13	%
International equities		25	%		23	%
		100	%		100	%

Essentially all of the assets are actively managed by two investment companies. The goal of the investment managers is to produce moderate long-term growth in the value of these assets, while protecting them against large decreases in value. Both of these managers may invest in a combination of equity and fixed-income securities and cash. The managers are not permitted to invest in securities of the Company or in alternative investments. The investment managers cannot invest more than 20% of the assets at the time of purchase in the stock of Berkshire Hathaway or more than 10% of the assets in the securities of any other single issuer, except for obligations of the U.S. Government, without receiving prior approval by the Plan administrator. As of March 31, 2013, the managers can invest no more than 24% of the assets in international stocks at the time the investment is made, and no less than 10% of the assets could be invested in fixed-income securities. None of the assets is managed internally by the Company.

In determining the expected rate of return on plan assets, the Company considers the relative weighting of plan assets, the historical performance of total plan assets and individual asset classes and economic and other indicators of future performance. In addition, the Company may consult with and consider the input of financial and other professionals in developing appropriate return benchmarks.

The Company evaluated its defined benefit pension plan asset portfolio for the existence of significant concentrations (defined as greater than 10% of plan assets) of credit risk as of March 31, 2013. Types of concentrations that were evaluated include, but are not limited to, investment concentrations in a single entity, type of industry, foreign country and individual fund. At March 31, 2013 and December 31, 2012, the pension plan held common stock in one investment that exceeded 10% of total plan assets. This investment was valued at $280.0 million and $223.1 million at March 31, 2013 and December 31, 2012, respectively, or approximately 12% and 11%, respectively, of total plan assets. Assets also included $209.7 million and $179.9 million of Berkshire Hathaway common stock at March 31, 2013 and December 31, 2012, respectively. At March 31, 2013 and December 31, 2012, the pension plan held investments in one foreign country that exceeded 10% of total plan assets. These investments were valued at $298.2 million and $240.4 million at March 31, 2013 and December 31, 2012, respectively, or approximately 13% and 12%, respectively, of total plan assets.

Other Postretirement Plans. The total benefit arising from the Company’s postretirement plans, including a portion included in discontinued operations, consists of the following components:

	Three Months Ended
	March 31,
(in thousands)	2013		2012
Service cost	$	727	$	778
Interest cost		510		684
Amortization of prior service credit		(1,360)		(1,402)
Recognized actuarial gain		(541)		(370)
Net Periodic Benefit		(664)		(310)
Settlement gain		(3,471)		―
Total Periodic Benefit	$	(4,135)	$	(310)

As part of the sale of The Herald, changes were made with respect to its postretirement medical plan, resulting in a $3.5 million settlement gain that is included in discontinued operations, net of tax, for the first quarter of 2013.

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10. OTHER NON-OPERATING (EXPENSE) INCOME

A summary of non-operating (expense) income is as follows:

		Three Months Ended
		March 31,
(in thousands)		2013		2012
Foreign currency (losses) gains, net		$	(4,614)	$	2,660
(Losses) gains on sales or write-downs of cost method investments			(179)		5,766
Other, net			710		162
	Total Other Non-Operating (Expense) Income	$	(4,083)	$	8,588

11. ACCUMULATED OTHER COMPREHENSIVE INCOME

The other comprehensive income (loss) consists of the following components:

			For the Three Months Ended
			March 31,
			2013							2012
			Before-Tax		Income		After-Tax		Before-Tax		Income		After-Tax
(in thousands)			Amount		Tax		Amount		Amount		Tax		Amount
Foreign currency translation adjustments:
	Translation adjustments arising during the period		$	(4,191)	$	―	$	(4,191)	$	7,823	$	―	$	7,823
	Adjustment for sale of a business with foreign operations			―		―		―		513		―		513
				(4,191)		―		(4,191)		8,336		―		8,336
Unrealized gains on available-for-sale securities:
	Unrealized gains for the period			49,078		(19,631)		29,447		32,315		(12,925)		19,390
	Reclassification adjustment for gain on available-for-sale
		security included in net income		(551)		220		(331)		―		―		―
				48,527		(19,411)		29,116		32,315		(12,925)		19,390
Pension and other postretirement plans:
	Amortization of net prior service credit included in net income			(437)		175		(262)		(451)		180		(271)
	Amortization of net actuarial loss included in net income			2,317		(927)		1,390		1,657		(662)		995
	Settlement gain included in net income			(3,471)		1,388		(2,083)		―		―		―
				(1,591)		636		(955)		1,206		(482)		724
Cash flow hedge:
	Gain (loss) for the period			30		(12)		18		(35)		14		(21)
Other Comprehensive Income			$	42,775	$	(18,787)	$	23,988	$	41,822	$	(13,393)	$	28,429

The accumulated balances related to each component of other comprehensive income (loss) are as follows:

			Cumulative				Unrealized Gain
			Foreign				on Pensions				Accumulated
			Currency		Unrealized Gain		and Other				Other
			Translation		on Available-for-		Postretirement		Cash Flow		Comprehensive
(in thousands, net of taxes)			Adjustment		Sale Securities		Plans		Hedge		Income
Balance as of December 31, 2012			$	26,072	$	110,553	$	117,169	$	(940)	$	252,854
	Other comprehensive income (loss) before
		reclassifications		(4,191)		29,447		―		(94)		25,162
	Net amount reclassified from accumulated
		other comprehensive income		―		(331)		(955)		112		(1,174)
	Net other comprehensive income (loss)			(4,191)		29,116		(955)		18		23,988
Balance as of March 31, 2013			$	21,881	$	139,669	$	116,214	$	(922)	$	276,842

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The amounts and line items of reclassifications out of Accumulated Other Comprehensive Income are as follows:

		For the Three Months Ended
		March 31, 2013
		Amount Reclassified from
		Accumulated Other		Affected Line Item in the Condensed
(in thousands)		Comprehensive Income		Consolidated Statement of Operations
Unrealized Gains (Losses) on Available-for-sale Securities:
	Realized gains for the period	$	(551)	Other (Expense) Income, net
			220	Provision for Income Taxes
			(331)	Net of Tax
Pension and Other Postretirement Plans
	Amortization of net prior service credit		(437)	(1)
	Amortization of net actuarial loss		2,317	(1)
	Settlement gain		(3,471)	(1)
			(1,591)	Before tax
			636	Provision for Income Taxes
			(955)	Net of Tax
Cash Flow Hedge
			186	Interest Expense
			(74)	Provision for Income Taxes
			112	Net of Tax
Total reclassification for the period		$	(1,174)	Net of Tax

____________

(1)       These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 9).

12. CONTINGENCIES

Litigation and Legal Matters.  The Company and its subsidiaries are involved in various legal proceedings that arise in the ordinary course of its business. Although the outcomes of the legal claims and proceedings against the Company cannot be predicted with certainty, based on currently available information, management believes that there are no existing claims or proceedings that are likely to have a material effect on the Company's business, financial condition, results of operations or cash flows. Also, based on currently available information, management is of the opinion that the exposure to future material losses from existing legal proceedings is not reasonably possible, or that future material losses in excess of the amounts accrued are not reasonably possible.

A purported class-action complaint was filed against the Company, Donald E. Graham and Hal S. Jones on October 28, 2010, in the U.S. District Court for the District of Columbia, by the Plumbers Local #200 Pension Fund. The complaint alleged that the Company and certain of its officers made materially false and misleading statements, or failed to disclose material facts relating to KHE, in violation of the U.S. Federal securities laws. The complaint sought damages, attorneys’ fees, costs and equitable/injunctive relief. The Company moved to dismiss the complaint, and on December 23, 2011, the court granted the Company’s motion and dismissed the case with prejudice. On January 25, 2012, the Plaintiff filed a motion seeking leave to amend or alter that final judgment, which the court granted in part on March 13, 2012 by allowing the Plaintiff to file an amended complaint. On May 11, 2012, the Company moved to dismiss the amended complaint. On March 19, 2013, the court granted the Company’s motion and dismissed the case.

DOE Program Reviews.  The U.S. Department of Education (DOE) undertakes program reviews at Title IV participating institutions. Currently, there are four pending program reviews, including Kaplan University. In addition, the Company is awaiting the DOE’s final report on the program review at KHE’s Broomall, PA, location. In May 2012, the DOE issued a preliminary report on its 2009 onsite program review at Kaplan University containing several findings that required Kaplan University to conduct additional, detailed file reviews and submit additional data. In January 2013, Kaplan submitted a response to the DOE’s data request and is awaiting a final report on this review. The Company does not expect the final program review report to have a material impact on KHE; however, the results of this and the other open reviews and their impact on Kaplan’s operations are uncertain.

The 90/10 Rule.  Under regulations referred to as the 90/10 rule, a KHE OPEID unit would lose its eligibility to participate in Title IV programs for a period of at least two fiscal years if it derives more than 90% of its receipts from Title IV programs, as calculated on a cash basis in accordance with the Higher Education Act and applicable DOE regulations, in each of two consecutive fiscal years, commencing with the unit’s first fiscal year that ends after August 14, 2008. Any

15

OPEID unit with Title IV receipts exceeding 90% for a single fiscal year ending after August 14, 2008, will be placed on provisional certification and may be subject to other enforcement measures. KHE is taking various measures to reduce the percentage of its receipts attributable to Title IV funds, including modifying student payment options; emphasizing direct-pay and employer-paid education programs; encouraging students to carefully evaluate the amount of their Title IV borrowing; eliminating some programs; cash-matching; and developing and offering additional non-Title IV-eligible certificate preparation, professional development and continuing education programs. Some of the other programs may currently be offered by other Kaplan businesses. Absent the adoption of the changes mentioned above, and if current trends continue, management estimates that in 2013, at least 17 of the KHE Campuses’ OPEID units, representing approximately 19% of KHE’s 2012 revenues, could have a 90/10 ratio over 90%. As noted above, Kaplan is taking steps to address compliance with the 90/10 rule; however, there can be no guarantee that these measures will be adequate to prevent the 90/10 rule calculations at some or all of the schools from exceeding 90% in the future.

13. BUSINESS SEGMENTS

The Company has seven reportable segments: Kaplan Higher Education, Kaplan Test Preparation, Kaplan International, cable television, newspaper publishing, and television broadcasting and other businesses.

Education.  Kaplan’s Colloquy business moved from Kaplan International to Kaplan Corporate effective January 1, 2013. Segment operating results of the education division have been restated to reflect this change.

NewspaperPublishing. In March 2013, the Company completed the sale of The Herald, a daily and Sunday newspaper headquartered in Everett, WA. As a result, The Herald results are included in discontinued operations, net of tax, for all periods presented. The newspaper publishing segment operating results have been restated to reflect this change.

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The following table summarizes the quarterly financial information related to each of the Company’s business segments:

		March 31,		March 31,		June 30,		September 30,		December 31,
(in thousands)		2013		2012		2012		2012		2012
Operating Revenues
	Education	$	527,815	$	546,685	$	551,774	$	551,696	$	546,341
	Cable television		200,138		190,210		195,579		199,625		201,703
	Newspaper publishing		127,264		132,450		139,228		132,025		155,952
	Television broadcasting		85,270		81,497		95,591		106,411		116,192
	Other businesses		18,891		4,768		7,177		15,834		25,761
	Corporate office		―		―		―		―		―
	Intersegment elimination		(273)		(109)		(246)		(397)		(125)
		$	959,105	$	955,501	$	989,103	$	1,005,194	$	1,045,824
Income (Loss) From Operations
	Education	$	(4,056)	$	(11,915)	$	3,728	$	14,693	$	(111,874)
	Cable television		36,613		32,777		38,446		39,913		43,445
	Newspaper publishing		(34,472)		(20,612)		(12,614)		(21,985)		3,180
	Television broadcasting		35,362		30,999		43,728		54,082		62,833
	Other businesses		(6,113)		(4,643)		(6,775)		(5,248)		(6,578)
	Corporate office		(4,274)		(5,308)		(3,492)		(5,694)		(4,884)
		$	23,060	$	21,298	$	63,021	$	75,761	$	(13,878)
Equity in Earnings (Losses) of Affiliates, Net			3,418		3,888		3,314		4,099		2,785
Interest Expense, Net			(8,450)		(8,094)		(8,204)		(8,090)		(8,163)
Other (Expense) Income, Net			(4,083)		8,588		(635)		4,163		(17,572)
Income from Continuing Operations Before Income Taxes		$	13,945	$	25,680	$	57,496	$	75,933	$	(36,828)
Depreciation of Property, Plant and Equipment
	Education	$	22,588	$	20,717	$	21,011	$	22,024	$	37,431
	Cable television		33,733		32,197		32,234		32,310		32,366
	Newspaper publishing		6,015		5,885		5,934		5,932		5,993
	Television broadcasting		3,145		3,125		3,222		3,126		3,545
	Other businesses		310		―		―		5		258
	Corporate office		―		―		―		―		―
		$	65,791	$	61,924	$	62,401	$	63,397	$	79,593
Amortization of Intangible Assets and
	Impairment of Goodwill and Other Long-Lived Assets
	Education	$	2,518	$	3,236	$	3,803	$	4,489	$	117,784
	Cable television		50		54		53		52		52
	Newspaper publishing		150		183		172		150		149
	Television broadcasting		―		―		―		―		―
	Other businesses		999		400		400		400		1,218
	Corporate office		―		―		―		―		―
		$	3,717	$	3,873	$	4,428	$	5,091	$	119,203
Net Pension Expense (Credit)
	Education	$	4,106	$	2,392	$	1,969	$	3,522	$	3,701
	Cable television		882		530		514		694		802
	Newspaper publishing		22,929		8,540		7,717		16,140		8,954
	Television broadcasting		1,288		960		1,055		1,432		1,523
	Other businesses		76		10		10		18		22
	Corporate office		(10,666)		(9,298)		(8,896)		(9,021)		(8,982)
		$	18,615	$	3,134	$	2,369	$	12,785	$	6,020

17

The following table summarizes annual financial information related to each of the Company’s business segments:

(in thousands)		2012		2011
Operating Revenues
	Education	$	2,196,496	$	2,404,459
	Cable television		787,117		760,221
	Newspaper publishing		559,655		601,199
	Television broadcasting		399,691		319,206
	Other businesses		53,540		25,507
	Corporate office		―		―
	Intersegment elimination		(877)		(780)
		$	3,995,622	$	4,109,812
Income (Loss) from Operations
	Education	$	(105,368)	$	96,286
	Cable television		154,581		156,844
	Newspaper publishing		(52,031)		(16,764)
	Television broadcasting		191,642		117,089
	Other businesses		(23,244)		(8,735)
	Corporate office		(19,378)		(14,422)
		$	146,202	$	330,298
Equity in Earnings of Affiliates, Net			14,086		5,949
Interest Expense, Net			(32,551)		(29,079)
Other Expense, Net			(5,456)		(55,200)
Income from Continuing Operations Before Income Taxes		$	122,281	$	251,968
Depreciation of Property, Plant and Equipment
	Education	$	101,183	$	83,735
	Cable television		129,107		126,302
	Newspaper publishing		23,744		24,921
	Television broadcasting		13,018		12,448
	Other businesses		263		―
	Corporate office		―		244
		$	267,315	$	247,650
Amortization of Intangible Assets and Impairment of Goodwill and Other Long-Lived Assets
	Education	$	129,312	$	19,417
	Cable television		211		267
	Newspaper publishing		654		1,051
	Television broadcasting		―		―
	Other businesses		2,418		1,600
	Corporate office		―		―
		$	132,595	$	22,335
Net Pension Expense (Credit)
	Education	$	11,584	$	6,345
	Cable television		2,540		1,924
	Newspaper publishing		41,351		22,614
	Television broadcasting		4,970		1,669
	Other businesses		60		17
	Corporate office		(36,197)		(36,983)
		$	24,308	$	(4,414)

Asset information for the Company’s business segments are as follows:

			As of
		March 31,		December 31,
(in thousands)		2013		2012
Identifiable Assets
	Education	$	1,727,078	$	1,988,015
	Cable television		1,181,320		1,187,603
	Newspaper publishing		255,574		280,323
	Television broadcasting		373,532		374,075
	Other businesses		64,215		81,211
	Corporate office		236,388		193,397
		$	3,838,107	$	4,104,624
Investments in Marketable Equity Securities			427,101		380,087
Investments in Affiliates			22,068		15,535
Prepaid Pension Cost			589,230		604,823
Total Assets		$	4,876,506	$	5,105,069

18

The following table summarizes the quarterly financial information related to the operating segments of the Company’s education division:

		March 31,		March 31,		June 30,		September 30,		December 31,
(in thousands)		2013		2012		2012		2012		2012
Operating Revenues
	Higher education	$	271,860	$	308,384	$	290,861	$	273,703	$	276,459
	Test preparation		68,943		62,829		79,787		81,151		60,485
	Kaplan international		184,813		173,563		179,141		194,158		206,928
	Kaplan corporate and other		2,604		3,384		3,090		3,809		4,756
	Intersegment elimination		(405)		(1,475)		(1,105)		(1,125)		(2,287)
		$	527,815	$	546,685	$	551,774	$	551,696	$	546,341
Income (Loss) from Operations
	Higher education	$	5,101	$	8,959	$	5,860	$	1,510	$	10,916
	Test preparation		(4,345)		(10,219)		2,706		3,446		(6,732)
	Kaplan international		6,397		4,140		9,788		20,365		15,319
	Kaplan corporate and other		(11,340)		(14,989)		(14,787)		(10,852)		(131,844)
	Intersegment elimination		131		194		161		224		467
		$	(4,056)	$	(11,915)	$	3,728	$	14,693	$	(111,874)
Depreciation of Property, Plant and Equipment
	Higher education	$	13,439	$	11,757	$	11,673	$	12,168	$	22,916
	Test preparation		4,758		4,315		4,449		5,544		5,410
	Kaplan international		3,996		4,178		4,471		3,841		8,659
	Kaplan corporate and other		395		467		418		471		446
		$	22,588	$	20,717	$	21,011	$	22,024	$	37,431
Amortization of Intangible Assets		$	2,518	$	3,236	$	3,803	$	4,489	$	6,191
Impairment of Goodwill and Other Long-Lived Assets		$	―	$	―	$	―	$	―	$	111,593
Pension Expense
	Higher education	$	2,807	$	1,587	$	1,587	$	2,234	$	2,535
	Test preparation		640		413		414		554		626
	Kaplan international		87		12		(11)		112		76
	Kaplan corporate and other		572		380		(21)		622		464
		$	4,106	$	2,392	$	1,969	$	3,522	$	3,701

19

The following table summarizes annual financial information related to the reportable segments of the Company’s education division segments:

(in thousands)		2012		2011
Operating Revenues
	Higher education	$	1,149,407	$	1,399,583
	Test preparation		284,252		303,093
	Kaplan international		753,790		690,226
	Kaplan corporate and other		15,039		18,940
	Intersegment elimination		(5,992)		(7,383)
		$	2,196,496	$	2,404,459
Income (Loss) from Operations
	Higher education	$	27,245	$	148,915
	Test preparation		(10,799)		(28,498)
	Kaplan international		49,612		46,498
	Kaplan corporate and other		(172,472)		(69,509)
	Intersegment elimination		1,046		(1,120)
		$	(105,368)	$	96,286
Depreciation of Property, Plant and Equipment
	Higher education	$	58,514	$	48,379
	Test preparation		19,718		15,489
	Kaplan international		21,149		16,746
	Kaplan corporate and other		1,802		3,121
		$	101,183	$	83,735
Amortization of Intangible Assets		$	17,719	$	19,417
Impairment of Goodwill and Other Long-Lived Assets		$	111,593	$	―
Pension Expense
	Higher education	$	7,943	$	4,249
	Test preparation		2,007		1,288
	Kaplan international		189		142
	Kaplan corporate and other		1,445		666
		$	11,584	$	6,345

Identifiable assets for the Company’s education division consist of the following:

		As of
		March 31,		December 31,
(in thousands)		2013		2012
Identifiable Assets
	Higher education	$	650,375	$	949,260
	Test preparation		198,639		197,672
	Kaplan international		840,187		818,613
	Kaplan corporate and other		37,877		22,470
		$	1,727,078	$	1,988,015

20

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

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

Results of Operations

The Company reported net income attributable to common shares of $4.7 million ($0.64 per share) for the first quarter ended March 31, 2013, compared to $31.0 million ($4.07 per share) for the first quarter of last year. Net income includes $1.4 million in losses ($0.18 per share) and $17.6 million in income ($2.35 per share) from discontinued operations for the first quarter of 2013 and 2012, respectively. Income from continuing operations attributable to common shares was $6.1 million ($0.82 per share) for the first quarter of 2013, compared to $13.5 million ($1.72 per share) for the first quarter of 2012. As a result of the Company’s share repurchases, there were 5% fewer diluted average shares outstanding in the first quarter of 2013.

Items included in the Company’s income from continuing operations for the first quarter of 2013:

§$25.3 million in early retirement, severance and restructuring charges at the newspaper publishing and education divisions (after-tax impact of $16.2 million, or $2.23 per share); and

§$4.6 million in non-operating unrealized foreign currency losses (after-tax impact of $3.0 million, or $0.41 per share).

Items included in the Company’s income from continuing operations for the first quarter of 2012:

§$1.9 million in severance and early retirement charges at the newspaper publishing division (after-tax impact of $1.2 million, or $0.16 per share);

§a $5.8 million gain on the sale of a cost method investment (after-tax impact of $3.7 million, or $0.48 per share); and

§$2.7 million in non-operating unrealized foreign currency gains (after-tax impact of $1.7 million, or $0.22 per share).

Revenue for the first quarter of 2013 was $959.1 million, up slightly compared to $955.5 million in the first quarter of 2012. The Company reported operating income of $23.1 million in the first quarter of 2013, compared to operating income of $21.3 million in the first quarter of 2012. Revenues increased at the television broadcasting and cable television divisions, offset by declines at the education and newspaper publishing divisions. Operating results improved at the education, television broadcasting and cable television divisions, offset by a decline at the newspaper publishing division. 

Division Results

Education

Education division revenue totaled $527.8 million for the first quarter of 2013, a 3% decline from revenue of $546.7 million for the first quarter of 2012. Kaplan reported a first quarter 2013 operating loss of $4.1 million, compared to an $11.9 million operating loss in the first quarter of 2012.

In response to student demand levels, Kaplan has formulated and implemented restructuring plans at its various businesses, with the objective of establishing lower cost levels in future periods. Across all businesses, restructuring costs totaled $9.5 million in the first quarter of 2013. Kaplan currently expects to incur approximately $15 million in additional restructuring costs for the remainder of 2013 at KHE and Kaplan International in conjunction with completing these restructuring plans. Kaplan may also incur additional restructuring charges in 2013 as Kaplan continues to evaluate its cost structure.

21

A summary of Kaplan’s first quarter 2013 operating results compared to 2012 is as follows:

		Three Months Ended
		March 31,
(in thousands)		2013		2012		% Change
Revenue
	Higher education	$	271,860	$	308,384	(12)
	Test preparation		68,943		62,829	10
	Kaplan international		184,813		173,563	6
	Kaplan corporate		2,604		3,384	(23)
	Intersegment elimination		(405)		(1,475)	―
		$	527,815	$	546,685	(3)
Operating Income (Loss)
	Higher education	$	5,101	$	8,959	(43)
	Test preparation		(4,345)		(10,219)	57
	Kaplan international		6,397		4,140	55
	Kaplan corporate and other		(11,340)		(14,989)	24
	Intersegment elimination		131		194	―
		$	(4,056)	$	(11,915)	66

Kaplan Higher Education (KHE) includes Kaplan’s domestic postsecondary education businesses, made up of fixed-facility colleges and online postsecondary and career programs. KHE also includes the domestic professional training and other continuing education businesses.

In September 2012, KHE announced a plan to consolidate its market presence at certain of its fixed-facility campuses. Under this plan, KHE ceased new enrollments at nine ground campuses as it considered alternatives for these locations, and is in the process of consolidating operations of four other campuses into existing, nearby locations. Revenues at these campuses represented approximately 4% of KHE’s total revenues in 2012. In the fourth quarter of 2012, KHE also began implementing plans to consolidate facilities and reduce its workforce. In connection with these and other plans, KHE incurred $9.1 million in total restructuring costs in the first quarter of 2013, including accelerated depreciation ($3.6 million), severance ($0.9 million), lease obligation losses ($3.7 million) and other items ($0.9 million). In the first quarter of 2013, five of the KHE campuses were closed.

In the first quarter of 2013, KHE revenue declined 12% due to a decline in average enrollments, reflecting weaker market demand over the past year and the impact of campuses in the process of closing. These declines were partially offset by a revenue increase arising from changes in the trial period offered to new students in 2013. These changes had the effect, among others, of recognizing revenue of $5.6 million in the first quarter of 2013 that otherwise would have been recognized in the second quarter of 2013.

Operating income decreased 43% due primarily to lower revenue and restructuring costs noted above. Partially offsetting the declines were expense reductions associated with lower enrollments and recent restructuring efforts.

New student enrollments at KHE decreased 9% in the first quarter of 2013. New student enrollments were adversely affected by campuses planned for closure that are no longer recruiting students, but were positively impacted by the changes in the trial period offered to new students.

Total students at March 31, 2013 were down 12% compared to March 31, 2012, and increased 3% compared to December 31, 2012. Excluding campuses planned for closure, total students at March 31, 2013 were down 8% compared to March 31, 2012, and increased 4% compared to December 31, 2012. A summary of student enrollments is as follows: 

	Students as of
	March 31,	December 31,	March 31,
	2013	2012	2012
Kaplan University	48,673	46,737	52,800
KHE Campuses	18,523	18,733	23,184
	67,196	65,470	75,984
	Students as of
	March 31,	December 31,	March 31,
(excluding campuses closing)	2013	2012	2012
Kaplan University	48,673	46,737	52,800
KHE Campuses	17,615	16,901	19,459
	66,288	63,638	72,259

22

Kaplan University enrollments included 8,819, 7,991 and 9,298 campus-based students as of March 31, 2013, December 31, 2012, and March 31, 2012, respectively.

Kaplan University and KHE Campuses enrollments at March 31, 2013, and March 31, 2012, by degree and certificate programs, are as follows:

	As of March 31,
	2013		2012
Certificate	23.0	%	25.2	%
Associate’s	35.7	%	29.7	%
Bachelor’s	29.5	%	33.6	%
Master’s	11.8	%	11.5	%
	100.0	%	100.0	%

Kaplan Test Preparation (KTP) includes Kaplan’s standardized test preparation and tutoring offerings and other businesses. KTP revenue increased 10% in the first quarter of 2013. Total enrollment was down slightly in the first quarter of 2013 due to declines in graduate programs, offset by continued strength in pre-college, nursing and bar review programs. KTP operating results improved in the first quarter of 2013 due largely to increased revenues.

Kaplan International includes English-language programs and postsecondary education and professional training businesses outside the United States. Kaplan International revenue increased 6% in the first quarter of 2013 due largely to enrollment growth in the pathways, English-language and Singapore higher education programs. Kaplan International operating income increased in the first quarter of 2013 due primarily to strong results in Singapore. In the first quarter of 2013, severance costs totaled $0.3 million in Australia, where Kaplan has been consolidating and restructuring its businesses to optimize operations.  

Corporate represents unallocated expenses of Kaplan, Inc.’s corporate office, other minor businesses and shared activities, and Colloquy, which was moved from Kaplan International to Kaplan corporate in 2013. The comparative division results presented above reflect this change. 

Cable Television

Cable television division revenue for the first quarter of 2013 increased 5% to $200.1 million, from $190.2 million for the first quarter of 2012. The revenue results reflect rate increases for many subscribers in June 2012, partially offset by a decline in basic video subscribers. 

Cable television division operating income increased 12% to $36.6 million, from $32.8 million in the first quarter of 2012, due to increased revenues, partially offset by higher programming and depreciation costs.

At March 31, 2013, Primary Service Units (PSUs) were down 3% from the prior year due to a decline in basic video subscribers. PSUs include about 6,000 subscribers who receive free basic cable service, primarily local governments, schools and other organizations as required by various franchise agreements. A summary of PSUs is as follows:

	As of March 31,
	2013	2012
Basic video	588,180	622,339
High-speed data	463,726	463,443
Telephony	185,717	186,009
	1,237,623	1,271,791

Below are details of Cable division capital expenditures as defined by the NCTA Standard Reporting Categories:

	Three Months Ended
	March 31,
(in thousands)	2013		2012
Customer Premise Equipment	$	5,361	$	15,813
Commercial		790		864
Scaleable Infrastructure		3,032		5,525
Line Extensions		890		1,123
Upgrade/Rebuild		6,001		3,228
Support Capital		11,085		5,172
	$	27,159	$	31,725

23

Newspaper Publishing

Newspaper publishing division revenue totaled $127.3 million for the first quarter of 2013, down 4% from revenue of $132.5 million for the first quarter of 2012. Print advertising revenue at The Washington Post (“the Post”) in the first quarter of 2013 declined 8% to $48.6 million, from $52.7 million in the first quarter of 2012. The decline is largely due to reductions in general and retail advertising. Revenue generated by the Company’s newspaper online publishing activities, primarily washingtonpost.com and Slate, increased 8% to $25.8 million for the first quarter of 2013, versus $23.9 million for the first quarter of 2012. Display online advertising revenue increased 16% for the first quarter of 2013. Online classified advertising revenue on washingtonpost.com declined 6% for the first quarter of 2013.  

For the first quarter of 2013, daily and Sunday circulation at the Post declined 7.2% and 7.7%, respectively, compared to the first quarter of 2012. For the first quarter of 2013, average daily circulation at the Post totaled 457,100, and average Sunday circulation totaled 659,500. In January 2013, the Post implemented circulation price increases for daily home delivery and daily and Sunday single copy categories.

In February 2013, the Company announced a Voluntary Retirement Incentive Program (VRIP) which was offered to certain employees of the Post. The VRIP expense is estimated at $20.4 million, which will be funded from the assets of the Company’s pension plan. Of this amount, $12.0 million was recorded in the first quarter of 2013; the remainder will be recorded in the second quarter of 2013. The Post also implemented a Separation Incentive Program in February 2013 that resulted in an additional $2.3 million in early retirement program expense, which will also be funded from the assets of the Company pension plan. In addition, voluntary severance and other early retirement expense of $1.6 million and $1.9 million was recorded at the newspaper publishing division in the first quarter of 2013 and 2012, respectively. 

The newspaper publishing division reported an operating loss of $34.5 million in the first quarter of 2013, compared to an operating loss of $20.6 million in the first quarter of 2012. These operating losses include noncash pension expense of $22.9 million and $8.5 million for the first quarter of 2013 and 2012, respectively. The decline in operating results is primarily due to the $14.0 million increase in early retirement and severance expense, offset partially by a reduction in other operating expenses. Newsprint expense was down 12% for the first quarter of 2013 compared to the first quarter of 2012 due to a decline in newsprint consumption.

In March 2013, the Company completed the sale of The Herald, a daily and Sunday newspaper headquartered in Everett, WA. Consequently, the newspaper division’s operating results exclude The Herald.

Television Broadcasting

Revenue for the television broadcasting division increased 5% in the first quarter of 2013 to $85.3 million, from $81.5 million in 2012; operating income for the first quarter of 2013 increased 14% to $35.4 million, from $31.0 million in 2012. The increase in revenue and operating income reflects growth in advertising demand across many product categories and increased retransmission revenues, offset by a $2.8 million decline in political advertising revenue.

Other Businesses

Other businesses includes the operating results of Social Code, a marketing solutions provider helping companies with marketing on social media platforms; Celtic Healthcare, Inc., a provider of home health care and hospice services in the northeastern and mid-Atlantic regions that was acquired by the Company in November 2012; and WaPo Labs, a digital team focused on emerging technologies and new product development.  

Corporate Office

Corporate office includes the expenses of the Company’s corporate office as well as a net pension credit.

Equity in Earnings (Losses) of Affiliates

The Company holds a 16.5% interest in Classified Ventures, LLC, and interests in several other affiliates.

24

The Company’s equity in earnings of affiliates, net, for the first quarter of 2013 was $3.4 million, compared to $3.9 million for the first quarter of 2012. 

Other Non-Operating (Expense) Income

The Company recorded other non-operating expense, net, of $4.1 million for the first quarter of 2013, compared to other non-operating income, net, of $8.6 million for the first quarter of 2012. The first quarter 2013 non-operating expense, net, included $4.6 million in unrealized foreign currency losses and other items. The first quarter 2012 non-operating income, net, included a $5.8 million gain on the sale of a cost method investment, $2.7 million in unrealized foreign currency gains and other items.

A summary of non-operating (expense) income is as follows:

		Three Months Ended
		March 31,
(in thousands)		2013		2012
Foreign currency (losses) gains, net		$	(4,614)	$	2,660
(Losses) gains on sales or write-downs of cost method investments			(179)		5,766
Other, net			710		162
	Total	$	(4,083)	$	8,588

Net Interest Expense

The Company incurred net interest expense of $8.5 million for the first quarter of 2013, compared to $8.1 million for the first quarter of 2012. At March 31, 2013, the Company had $456.9 million in borrowings outstanding at an average interest rate of 7.0%.

Provision for Income Taxes

The effective tax rate for income from continuing operations for the first quarter of 2013 was 52.3%, compared to 45.6% for the first quarter of 2012. The high effective tax rate in the first quarter of 2013 and 2012 results primarily from losses in Australia for which no tax benefit is recorded.

Discontinued Operations

In March 2013, the Company completed the sale of The Herald, a daily and Sunday newspaper headquartered in Everett, WA. Kaplan sold Kidum in August 2012, EduNeering in April 2012 and Kaplan Learning Technologies (KLT) in February 2012. The Company also divested its interest in Avenue100 Media Solutions in July 2012. Consequently, the Company’s income from continuing operations excludes these businesses, which have been reclassified to discontinued operations, net of tax.

The sale of The Herald resulted in a pre-tax loss of $0.1 million that was recorded in the first quarter of 2013. The sale of KLT resulted in a pre-tax loss of $3.1 million that was recorded in the first quarter of 2012. The sale of EduNeering resulted in a pre-tax gain of $29.5 million that was recorded in the second quarter of 2012. In the first quarter of 2012, in connection with each of the sales of the Company’s stock in KLT and EduNeering, the Company recorded $23.2 million of income tax benefits related to the excess of the outside stock tax basis over the net book value of the net assets acquired.

Earnings (Loss) Per Share

The calculation of diluted earnings per share for the first quarter of 2013 was based on 7,266,284 weighted average shares outstanding, compared to 7,614,623 for the first quarter of 2012. At March 31, 2013, there were 7,422,732 shares outstanding and the Company had remaining authorization from the Board of Directors to purchase up to 180,993 shares of Class B common stock.

25

Financial Condition: Capital Resources and Liquidity

Acquisitions and Dispositions

In the first quarter of 2013, the Company acquired one small business included in other businesses; the purchase price allocation mostly comprised goodwill and other intangible assets on a preliminary basis. In the first quarter of 2012, Kaplan acquired two small businesses in its International division; the purchase price allocation mostly comprised goodwill and other intangible assets. The assets and liabilities of the companies acquired have been recorded at their estimated fair values at the date of acquisition.

In March 2013, the Company completed the sale of The Herald, a daily and Sunday newspaper headquartered in Everett, WA. The Herald was previously reported in the newspaper publishing segment. Kaplan completed the sale of Kaplan Learning Technologies in February 2012, which was part of the Kaplan Ventures division.

Capital Expenditures

During the first three months of 2013, the Company’s capital expenditures totaled $36.5 million. The Company estimates that its capital expenditures will be in the range of $225 million to $250 million in 2013.

Liquidity

The Company’s borrowings decreased by $239.8 million, to $456.9 million at March 31, 2013, as compared to borrowings of $696.7 million at December 31, 2012. At March 31, 2013, the Company had $300.7 million in cash and cash equivalents, compared to $512.4 million at December 31, 2012. The Company had money market investments of $190.9 million and $432.7 million that are classified as cash, cash equivalents and restricted cash in the Company’s condensed consolidated Balance Sheets as of March 31, 2013 and December 31, 2012, respectively.

The Company’s total debt outstanding of $456.9 million at March 31, 2013 included $397.6 million of 7.25% unsecured notes due February 1, 2019, $52.1 million of AUD 50M borrowing and $7.2 million in other debt.

In June 2011, the Company entered into a credit agreement (the “Credit Agreement”) providing for a U.S. $450 million, AUD 50 million four year revolving credit facility (the “Facility”), with each of the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent (“JP Morgan”), and J.P. Morgan Australia Limited, as Australian Sub-Agent. The Facility will expire on June 17, 2015, unless the Company and the banks agree to extend the term.

The Company’s credit ratings were unchanged during the first quarter of 2013 and are as follows:

			Standard
	Moody’s		& Poor’s
Long-term		Baa1		BBB
Short-term		Prime-2		A-3

During the first quarter of 2013 and 2012, the Company had average borrowings outstanding of approximately $516.7 million and $484.5 million, respectively, at average annual interest rates of approximately 7.0%. During the first quarter of 2013 and 2012, the Company incurred net interest expense of $8.5 million and $8.1 million, respectively.

At March 31, 2013 and December 31, 2012, the Company had working capital of $405.9 million and $327.5 million, respectively. The Company maintains working capital levels consistent with its underlying business requirements and consistently generates cash from operations in excess of required interest or principal payments. The Company expects to fund its estimated capital needs primarily through existing cash balances and internally generated funds and to a lesser extent borrowings supported by our Credit Agreement. In management’s opinion, the Company will have ample liquidity to meet its various cash needs throughout 2013.

There were no 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 31, 2012.

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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 certain risks and uncertainties that could cause actual results and achievements to differ materially from those expressed in the forward-looking 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.

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 2012 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 March 31, 2013. 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 March 31, 2013 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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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 March 31, 2013, the Company purchased shares of its Class B Common Stock as set forth in the following table:

		Average		Total Number of	Maximum Number
	Total Number	Price		Shares Purchased	of Shares That May
	of Shares	Paid per		as Part of a Publicly	Yet Be Purchased
Period	Purchased	Share		Announced Plan*	Under the Plan*
2013
January	11,250	$	373.03	―	180,993
February	―		―	―	180,993
March	―		―	―	180,993
	11,250	$	373.03	―

*   On September 8, 2011, the Company’s Board of Directors authorized the Company to purchase, on the open market or otherwise, up to 750,000 shares of its Class B Common Stock. There is no expiration date for that authorization. In the first quarter of 2013, 11,250 shares were purchased from recipients of vested awards of restricted shares at market price. Under the Company’s Incentive Compensation Plan, the Compensation Committee may permit the recipient of a vested award of restricted shares of the Company’s Class B Common Stock to receive some or all of the value of the award in cash rather than in shares.

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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	Second Supplemental Indenture dated January 30, 2009, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The First National Bank of Chicago, as Trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated January 30, 2009).
4.2	Four Year Credit Agreement, dated as of June 17, 2011, among the Company, JPMorgan Chase Bank, N.A., J.P. Morgan Australia Limited, Wells Fargo Bank, N.A., The Royal Bank of Scotland PLC, HSBC Bank USA, National Association, The Bank of New York Mellon, PNC Bank, National Association, Bank of America, N.A., Citibank, N.A. and The Northern Trust Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 17, 2011).
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.
101	The following financial information from The Washington Post Company Quarterly Report on Form 10-Q for the period ended March 31, 2013, formatted in Extensible Business Reporting Language (XBRL): (i) Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2013 and 2012, (ii) Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2013 and 2012, (iii) Condensed Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012, (iv) Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2013 and 2012, and (v) Notes to Condensed Consolidated Financial Statements. Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise are not subject to liability under these sections.

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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: May 7, 2013	/s/ Donald E. Graham
	Donald E. Graham, Chairman & Chief Executive Officer (Principal Executive Officer)
Date: May 7, 2013	/s/ Hal S. Jones
	Hal S. Jones, Senior Vice President-Finance (Principal Financial Officer)

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