New York, August 10, 2012 -- Moody's Investors Service downgraded The Washington Post Company's (WPO) senior unsecured rating to Baa1 from A3, concluding the review for downgrade initiated on July 11, 2012. The downgrade reflects the ongoing earnings pressure at Kaplan due to enrollment declines and competitive pressures and Moody's view that WPO's credit metrics will remain at weaker levels. The company's Prime-2 commercial paper rating is not affected. The rating outlook is negative.

Downgrades:

..Issuer: Washington Post Company (The)

....Senior Unsecured Regular Bond/Debenture, Downgraded to Baa1 from A3

Outlook Actions:

..Issuer: Washington Post Company (The)

....Outlook, Changed To Negative From Rating Under Review

RATINGS RATIONALE

The ongoing earnings pressure within Kaplan Higher Education (KHE, which is WPO's largest operating division based on revenue) and a weakening of WPO's credit metrics are the primary drivers of the downgrade. KHE's enrollment declines are moderating, but Moody's believes the full effect of the drop will sustain earnings pressure into 2013. There continues to be uncertainty regarding the level and timing at which KHE's enrollment, revenue and cash flow may ultimately stabilize. In Moody's opinion, greater competition for students that are more likely to succeed in Kaplan's programs, and the threat that a high unemployment rate has on incoming student demand remain headwinds. There is also potential risk related to compliance with the DOE's 90/10 rule (KHE indicated programs representing approximately 22% of its revenue may not meet the 90/10 rule in 2013 absent changes and if current trends continue), although Moody's anticipates Kaplan's strategies to maintain compliance with the 90/10 rules will minimize the adverse effects.

Moody's believes that cost reductions and the potential for a recovery in student demand among KHE's target market segment could stabilize revenue and earnings over the intermediate term. For-profit schools also serve a niche in higher education as their target students are currently not a primary focus of most traditional four-year not-for-profit colleges. However, Moody's believes revenue pressure in the higher education industry will prompt schools, aided by technology advances in online and distance learning, to seek new revenue opportunities by broadening the student base. This is likely to increase competition throughout the higher education market and favor globally recognized institutions with significant financial resources. Moody's believes KHE's long-term investment orientation and commitment to positive student outcomes will be beneficial as it faces potential new competition, but Moody's views pressure on the business in a changing environment as likely.

Credit metrics have deteriorated as the performance of WPO's other primary earnings contributors (cable television systems and local television stations) has not been sufficient to offset the drag from the deterioration at Kaplan. Debt -to-EBITDA (2.1x LTM 6/30/12 incorporating Moody's standard adjustments) and free cash flow-to-debt (6.4% LTM 6/30/12 incorporating Moody's standard adjustments) are not consistent with the prior A3 rating given the company's operating profile. Moody's believes WPO will continue to maintain a conservative balance sheet and liquidity position. This provides the company financial flexibility to manage through the near-term pressures on Kaplan with a focus on enhancing the long-term health of the business.

WPO's Baa1 senior unsecured and Prime-2 commercial paper ratings reflect good cash flow generated from a diverse portfolio of businesses and a conservative financial orientation that has sustained low leverage. The company is diversified within and outside of media, with the higher education business, cable television, and a mix of mature local television stations the primary earnings drivers. KHE provides some revenue balance to the media properties as it tends to perform well in the initial stages of economic downturns (when job losses prompt individuals to invest in additional education), although persistently high unemployment weakens student demand and enrollment. Low debt-to-EBITDA leverage (2.1x LTM 6/30/12 incorporating Moody's standard adjustments) and a strong liquidity position are important rating considerations that are byproducts of WPO's disciplined investment strategy. However, Moody's believes the company is not opposed to leveraging transactions for the right strategic opportunity and lately it has more aggressively used its existing cash, free cash flow and asset sale proceeds to repurchase shares in response to drops in its stock price.

The negative rating outlook reflects that free cash flow-to-debt is weak for the rating and will need to improve to avoid additional negative rating pressure. There is continued uncertainty regarding the timing and level at which KHE and WPO's revenue and cash flow will stabilize and this also contributes to the negative rating outlook.

Moody's views the likelihood of an upgrade as low given the pressures at Kaplan. However, the rating outlook could return to stable if Kaplan's enrollment and operating performance stabilize sustainably, liquidity remains strong, debt-to-EBITDA is sustained below 2.25x, and free cash flow-to-debt improves and is sustained in a 15% range or higher.

Weak operating performance, acquisitions or cash distributions to shareholders that leads to debt-to-EBITDA above 2.25x or sustains free cash flow-to-debt below 15% could lead to a downgrade. As free cash flow-to-debt is currently below this level, an improvement is necessary to maintain the rating. An inability to stabilize operating performance and cash flow with particular focus on Kaplan could thus lead to a downgrade. Rating pressure could also occur if the company's solid liquidity position were to weaken, although this is not expected.

Please see ratings tab on WPO's issuer page on www.Moodys.com for the last credit rating action and the rating history. Please see the credit opinion posted to www.Moodys.com for additional information on WPO's ratings.

The principal methodology used in rating WPO was the Large Global Diversified Media Industry Methodology published in December 2010. Please see the Credit Policy page on www.Moodys.com for a copy of this methodology.

WPO, headquartered in Washington, D.C., is a diversified education and media company whose operations consist of: Kaplan education (WPO's largest segment, which consists of higher education, test prep and professional training businesses), cable television systems, television broadcasting, and newspaper publishing. Consolidated revenue was approximately $4.1 billion for the LTM 6/30/12 period.

REGULATORY DISCLOSURES

The Global Scale Credit Ratings on this press release that are issued by one of Moody's affiliates outside the EU are endorsed by Moody's Investors Service Ltd., One Canada Square, Canary Wharf, London E 14 5FA, UK, in accordance with Art.4 paragraph 3 of the Regulation (EC) No 1060/2009 on Credit Rating Agencies. Further information on the EU endorsement status and on the Moody's office that has issued a particular Credit Rating is available on www.moodys.com.

For ratings issued on a program, series or category/class of debt, this announcement provides relevant regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides relevant regulatory disclosures in relation to the rating action on the support provider and in relation to each particular rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides relevant regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

Information sources used to prepare the rating are the following : parties involved in the ratings, parties not involved in the ratings, public information, and confidential and proprietary Moody's Investors Service information.

Moody's considers the quality of information available on the rated entity, obligation or credit satisfactory for the purposes of issuing a rating.

Moody's adopts all necessary measures so that the information it uses in assigning a rating is of sufficient quality and from sources Moody's considers to be reliable including, when appropriate, independent third-party sources. However, Moody's is not an auditor and cannot in every instance independently verify or validate information received in the rating process.

Please see the ratings disclosure page on www.moodys.com for general disclosure on potential conflicts of interests.

Please see the ratings disclosure page on www.moodys.com for information on (A) MCO's major shareholders (above 5%) and for (B) further information regarding certain affiliations that may exist between directors of MCO and rated entities as well as (C) the names of entities that hold ratings from MIS that have also publicly reported to the SEC an ownership interest in MCO of more than 5%. A member of the board of directors of this rated entity may also be a member of the board of directors of a shareholder of Moody's Corporation; however, Moody's has not independently verified this matter.

Please see Moody's Rating Symbols and Definitions on the Rating Process page on www.moodys.com for further information on the meaning of each rating category and the definition of default and recovery.

Please see ratings tab on the issuer/entity page on www.moodys.com for the last rating action and the rating history.

The date on which some ratings were first released goes back to a time before Moody's ratings were fully digitized and accurate data may not be available. Consequently, Moody's provides a date that it believes is the most reliable and accurate based on the information that is available to it. Please see the ratings disclosure page on our website www.moodys.com for further information.

Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating.

John E. Puchalla VP - Senior Credit Officer Corporate Finance Group Moody'sInvestors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653John Diaz MD - Corporate Finance Corporate Finance Group JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 Releasing Office: Moody's Investors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653(C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

CREDIT RATINGS ISSUED BY MOODY'S INVESTORS SERVICE, INC. ("MIS") AND ITS AFFILIATES ARE MOODY'S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES, AND CREDIT RATINGS AND RESEARCH PUBLICATIONS PUBLISHED BY MOODY'S ("MOODY'S PUBLICATIONS") MAY INCLUDE MOODY'S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES. MOODY'S DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL, FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS AND MOODY'S OPINIONS INCLUDED IN MOODY'S PUBLICATIONS ARE NOT STATEMENTS OF CURRENT OR HISTORICAL FACT. CREDIT RATINGS AND MOODY'S PUBLICATIONS DO NOT CONSTITUTE OR PROVIDE INVESTMENT OR FINANCIAL ADVICE, AND CREDIT RATINGS AND MOODY'S PUBLICATIONS ARE NOT AND DO NOT PROVIDE RECOMMENDATIONS TO PURCHASE, SELL, OR HOLD PARTICULAR SECURITIES. NEITHER CREDIT RATINGS NOR MOODY'S PUBLICATIONS COMMENT ON THE SUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR. MOODY'S ISSUES ITS CREDIT RATINGS AND PUBLISHES MOODY'S PUBLICATIONS WITH THE EXPECTATION AND UNDERSTANDING THAT EACH INVESTOR WILL MAKE ITS OWN STUDY AND EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATION FOR PURCHASE, HOLDING, OR SALE.

ALL INFORMATION CONTAINED HEREIN IS PROTECTED BY LAW, INCLUDING BUT NOT LIMITED TO, COPYRIGHT LAW, AND NONE OF SUCH INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED,DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT MOODY'S PRIOR WRITTEN CONSENT.

All information contained herein is obtained by MOODY'S from sources believed by it to be accurate and reliable. Because of the possibility of human or mechanical error as well as other factors, however, all information contained herein is provided "AS IS" without warranty of any kind. MOODY'S adopts all necessary measures so that the information it uses in assigning a credit rating is of sufficient quality and from sources MOODY'S considers to be reliable including, when appropriate, independent third-party sources. However, MOODY'S is not an auditor and cannot in every instance independently verify or validate information received in the rating process. Under no circumstances shall MOODY'S have any liability to any person or entity for (a) any loss or damage in whole or in part caused by, resulting from, or relating to, any error negligent or otherwise or other circumstance or contingency within or outside the control of MOODY'S or any of its directors, officers, employees or agents in connection with the procurement, collection, compilation, analysis, interpretation, communication, publication or delivery of any such information, or (b) any direct, indirect, special, consequential, compensatory or incidental damages whatsoever (including without limitation, lost profits), even if MOODY'S is advised in advance of the possibility of such damages, resulting from the use of or inability to use, any such information. The ratings, financial reporting analysis, projections, and other observations, if any, constituting part of the information contained herein are, and must be construed solely as, statements of opinion and not statements of fact or recommendations to purchase, sell or hold any securities. Each user of the information contained herein must make its own study and evaluation of each security it may consider purchasing, holding or selling.

NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH RATING OR OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY MOODY'S IN ANY FORM OR MANNER WHATSOEVER.

MIS, a wholly-owned credit rating agency subsidiary of Moody's Corporation ("MCO"), hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MIS have, prior to assignment of any rating, agreed to pay to MIS for appraisal and rating services rendered by it fees ranging from $1,500 to approximately $2,500,000. MCO and MIS also maintain policies and procedures to address the independence of MIS's ratings and rating processes. Information regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold ratings from MIS and have also publicly reported to the SEC an ownership interest in MCO of more than 5%, is posted annually at www.moodys.com under the heading "Shareholder Relations -- Corporate Governance -- Director and Shareholder Affiliation Policy."

Any publication into Australia of this document is by MOODY'S affiliate, Moody's Investors Service Pty Limited ABN 61 003 399 657, which holds Australian Financial Services License no. 336969. This document is intended to be provided only to "wholesale clients" within the meaning of section 761G of the Corporations Act 2001. By continuing to access this document from within Australia, you represent to MOODY'S that you are, or are accessing the document as a representative of, a "wholesale client" and that neither you nor the entity you represent will directly or indirectly disseminate this document or its contents to "retail clients" within the meaning of section 761G of the Corporations Act 2001.

Notwithstanding the foregoing, credit ratings assigned on and after October 1, 2010 by Moody's Japan K.K. ("MJKK") are MJKK's current opinions of the relative future credit risk of entities, credit commitments, or debt or debt-like securities. In such a case, "MIS" in the foregoing statements shall be deemed to be replaced with "MJKK". MJKK is a wholly-owned credit rating agency subsidiary of Moody's Group Japan G.K., which is wholly owned by Moody's Overseas Holdings Inc., a wholly-owned subsidiary of MCO.

This credit rating is an opinion as to the creditworthiness or a debt obligation of the issuer, not on the equity securities of the issuer or any form of security that is available to retail investors. It would be dangerous for retail investors to make any investment decision based on this credit rating. If in doubt you should contact your financial or other professional adviser.