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INDEX TO 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 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 (incorporated by reference to Exhibit 10.1 to Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 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 (incorporated by reference to Exhibit 10.3 to Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2013).*
10.4 Amendment No. 1 to Graham Holdings Company Supplemental Executive Retirement Plan, effective
March 31, 2014.
10.5 Graham Holdings Company Deferred Compensation Plan as amended and restated effective January 1, 2014
(incorporated by reference to Exhibit 10.4 to Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2013).*
10.6 Letter Agreement between the Company and Timothy J. O’Shaughnessy, dated October 20, 2014.*
21 List of subsidiaries of the Company.
23 Consent of independent registered public accounting firm.
24 Power of attorney dated February 19, 2015.
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, 2014, formatted in Extensible Business Reporting Language (XBRL):
(i) Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 2012;
(ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013
and 2012; (iii) Consolidated Balance Sheets as of December 31, 2014 and 2013; (iv) Consolidated
Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012; (v) Consolidated
Statements of Changes in Common Shareholders’ Equity for the years ended December 31, 2014, 2013
and 2012; 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.
2014 FORM 10-K 97