Washington Post Company (WPO)

Section 8 - Other Events

The Compensation Discussion and Analysis section of our Proxy Statement, filed on March 25, 2009, states that in 2008, the Company achieved approximately 86.7% of the earnings per share goal of $31.90, as adjusted. In setting that goal, the Compensation Committee established a formula for bonus purposes that included adjustments for certain items, to the extent their amounts varied from those in the 2008 annual budget that was used as the basis for determining the per share goal of $31.90. Specifically, these adjustments included charges related to voluntary incentive retirement programs and foreign exchange gains or losses. In making its final bonus determinations for the named executive officers, the Compensation Committee also exercised its discretion to exclude certain unusual items, in addition to the adjustments included in the formula, from its calculation of the earnings per share goal. The primary adjustments included goodwill and other intangible asset impairments and write-downs, and also excluded gains from the sale of marketable securities. The Compensation Committee adjusted for all these items as they are mostly non-cash (the early retirement programs are funded primarily from the assets of the Company’s pension plans) and do not relate to the regular operating results that are customarily considered by the Committee in determining bonus amounts. The exhibit to the Company’s Form 8-K filed on February 25, 2009, details these items, as does page 86 of the Company’s Annual Report on Form 10-K filed on February 26, 2009. These items collectively amounted to $19.37 in earnings per share adjustments, or 93% of the total adjustments made of $20.80. The remaining $1.43 in earnings per share adjustments were attributable to the following items:

Additions:

Deductions:

Taking into account all of these adjustments, the Company’s diluted earnings per share as adjusted for purposes of the bonus determination was $27.67, compared to diluted earnings per share of $6.87.

SIGNATURE

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 hereunto duly authorized.

Section 8 – Other Events

On November 19, 2008, The Washington Post Company (the Company) announced the resignation of Jonathan Grayer as Chairman and Chief Executive Officer of its subsidiary, Kaplan, Inc. (Kaplan). The Company also announced the appointment of Andrew S. Rosen to succeed Mr. Grayer as Chairman and Chief Executive Officer of Kaplan. Mr. Rosen has served in variety of roles at Kaplan and the Company over the past 22 years, most recently as President of Kaplan, Inc. and Chief Executive Officer of Kaplan Higher Education.

Under the terms of an Agreement, Mr. Grayer will receive his base salary and incentive compensation through December 31, 2008, in accordance with his prior compensation arrangement. Mr. Grayer’s prior compensation arrangement also provides for a payment representing eighteen months of base salary.

The Agreement also provides for a payment to Mr. Grayer of approximately $46.0 million related to the Kaplan Stock Option Plan. This payment represents the intrinsic value at $2,700 per share on 40,805 Kaplan stock options ($28.2 million) and 6,572 Kaplan shares ($17.8 million) to be exercised or sold by Mr. Grayer. Under the Agreement, Mr. Grayer will forfeit 21,526 Kaplan stock options. The Agreement provides for an additional payment to Mr. Grayer in January 2009 in the event that the Kaplan fair market value as of December 31, 2008 exceeds $2,700 per share. The Company believes it is unlikely that the final amount of the payment relating to these Kaplan stock options and shares will exceed the accrued amounts recorded at Kaplan as of September 30, 2008.

The Agreement provides for consulting and transition services from Mr. Grayer and includes non-competition, non-solicitation and customary arrangements; and it closes all matters relating to compensation and valuation of Mr. Grayer’s interest in Kaplan. In return, Mr. Grayer is entitled to receive payments of $10.0 million on November 19, 2009 and $20.0 million on November 19, 2011.

Section 8 — Other Events

Item 8.01 Other Events

The Washington Post Company (the “Company”), announced several developments today relating to operations at The Washington Post newspaper and the Company. These developments include, among others, the following:

The press release relating to this announcement is furnished as Exhibit 99.1 to this Form 8-K.

ITEM 8.01 OTHER EVENTS

The sale of BrassRing LLC to Kenexa Corporation closed on November 13, 2006. The Washington Post Company held a 49% interest in BrassRing LLC and will report a pre-tax gain on the sale of approximately $43 million in the fourth quarter of 2006.

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SIGNATURE

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 hereunto duly authorized.

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