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INDEX TO EXHIBITS
Exhibit
Number Description
2.1 Separation and Distribution Agreement, dated as of June 16, 2015, by and between the Company and Cable One,
Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed June 17, 2015).
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 filed
November 29, 2013).
3.3 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 filed 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 filed January 30, 2009).
4.2 Five-Year Credit Agreement, dated as of June 29, 2015, among the Company, and certain of its domestic
subsidiaries as guarantors, the several lenders from time to time party thereto, Wells Fargo Bank, National
Association, as Administrative Agent and JPMorgan Chase Bank, N.A., as Syndication Agent (incorporated by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 1, 2015).
10.1 Graham Holdings Company 2012 Incentive Compensation Plan, as amended and restated effective November
29, 2013, as adjusted to reflect the spin-off of Cable ONE.*
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 (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal
year ended December 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 (incorporated
by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2014).*
10.7 Letter Agreement between the Company and Andrew S. Rosen, dated April 7, 2014 (incorporated by reference
to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015). *
10.8 Letter Agreement between the Company and Hal S. Jones, dated July 16, 2014 (incorporated by reference to the
Company’s Current Report on Form 8-K filed July 16, 2014).*
10.9 Letter Agreement between the Company and Gerald M. Rosberg, dated July 16, 2014 (incorporated by reference
to the Company’s Current Report on Form 8-K filed July 16, 2014).*
10.10 Tax Matters Agreement, dated as of June 16, 2015 by and between the Company and Cable One, Inc.
(incorporated by reference to the Company’s Current Report on Form 8-K filed June 17, 2015).
10.11 Employee Matters Agreement, dated as of June 16, 2015 by and between the Company and Cable One, Inc.
(incorporated by reference to the Company’s Current Report on Form 8-K filed June 17, 2015).
21 List of subsidiaries of the Company.
23 Consent of independent registered public accounting firm.
24 Power of attorney dated February 24, 2016
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, 2015, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated
Statements of Operations for the years ended December 31, 2015, 2014 and 2013; (ii) Consolidated Statements
of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013; (iii) Consolidated Balance
Sheets as of December 31, 2015 and 2014; (iv) Consolidated Statements of Cash Flows for the years ended
December 31, 2015, 2014 and 2013; (v) Consolidated Statements of Changes in Common Shareholders’ Equity
for the years ended December 31, 2015, 2014 and 2013; 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.
2015 FORM 10-K 134