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INDEX TO EXHIBITS
Exhibit
Number Description
2.1 Securities Purchase Agreement among the Company, Nash Holdings LLC, WP Company LLC, Express
Publications Company, LLC, El Tiempo Latino LLC, Robinson Terminal Warehouse LLC, Greater Washington
Publishing, LLC and Post-Newsweek Media, LLC dated October 1, 2013 (incorporated by reference to
Exhibit 2.1 to the Company’s Current Report on Form 8-K dated October 7, 2013).
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 Amendment, effective November 29, 2013, to the Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated
November 29, 2013).
3.3 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).
3.4 By-Laws of the Company as amended and restated through November 29, 2013 (incorporated by
reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated November 29, 2013).
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, 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).
10.1 Graham Holdings Company 2012 Incentive Compensation Plan, as amended and restated effective
November 29, 2013.*
10.2 Washington Post Company Stock Option Plan as amended and restated effective May 31, 2003
(incorporated by reference to Exhibit 10.1 to The Washington Post Company’s Quarterly Report on
Form 10-Q for the quarter ended September 28, 2003).*
10.3 Graham Holdings Company Supplemental Executive Retirement Plan as amended and restated effective
December 10, 2013.*
10.4 Graham Holdings Company Deferred Compensation Plan as amended and restated effective January 1, 2014.*
10.5 Letter Agreement between the Company and Katharine Weymouth, dated October 1, 2013, addressing
compensation arrangements through closing of transaction with Nash Holdings LLC.
21 List of subsidiaries of the Company.
23 Consent of independent registered public accounting firm.
24 Power of attorney dated February 20, 2014.
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 Graham Holdings Company Annual Report on Form 10-K for the
year ended December 31, 2013, formatted in Extensible Business Reporting Language (XBRL): (i)
Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and 2011; (ii)
Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and
2011; (iii) Consolidated Balance Sheets as of December 31, 2013 and 2012; (iv) Consolidated
Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011; (v) Consolidated
Statements of Changes in Common Shareholders’ Equity for the years ended December 31, 2013, 2012
and 2011; and (vi) Notes to 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.
*A management contract or compensatory plan or arrangement required to be included as an exhibit hereto pursuant to Item 15(b) of
Form 10-K.
2013 FORM 10-K 91