Meredith Corporation
10-K on 09/10/2021   Download
SEC Document
SEC Filing
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year endedJune 30, 2021
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __ to __

Commission file number 1-5128
mdp-20210630_g1.jpg
MEREDITH CORPORATION
(Exact name of registrant as specified in its charter)
Iowa42-0410230
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
1716 Locust Street,Des Moines,Iowa50309-3023
(Address of principal executive offices)(ZIP Code)
Registrant’s telephone number, including area code:
(515)284-3000
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $1MDPNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Title of class
Class B Common Stock, par value $1

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. þ  Yes o  No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o  Yes þ  No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ  Yes o  No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). þ  Yes o  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and emerging growth company in Rule 12b-2 of the Exchange Act.     Large accelerated filer þ     Accelerated filer o     Non-accelerated filer o     Smaller reporting company      Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.    
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   Yes þ  No
The registrant estimates that the aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant at December 31, 2020, (the last business day of the most recently completed second fiscal quarter) was approximately $750 million based upon the closing price on the New York Stock Exchange at that date.
Shares of stock outstanding at August 31, 2021
Common shares40,719,945 
Class B shares5,061,358 
Total common and class B shares45,781,303 



DOCUMENT INCORPORATED BY REFERENCE
Certain portions of the Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on
December 29, 2021, are incorporated by reference into Part III of this Form 10-K to the extent described therein.
TABLE OF CONTENTS
Page
Part I
Business
Description of Business
     National Media
     Local Media
Information about our Executive Officers
Human Capital Resources
Other
Available Information
Forward-Looking Statements
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Part II
Market for Registrant’s Common Equity, Related Shareholder Matters, and
     Issuer Purchases of Equity Securities
[Reserved]
Management’s Discussion and Analysis of Financial Condition and
     Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and
     Financial Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Part III
Directors, Executive Officers, and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and
     Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Part IV
Exhibits and Financial Statement Schedules
Form 10-K Summary
Meredith Corporation and its consolidated subsidiaries are referred to in this Annual Report on Form 10-K
 (Form 10-K) as Meredith, the Company, we, our, and us.



 
PART I
 



ITEM 1. BUSINESS


GENERAL

Meredith Corporation has been committed to service journalism since its inception in 1902 as an agricultural publisher. In 1924, the Company published the first issue of Better Homes & Gardens. The Company entered the television broadcasting business in 1948. Today Meredith uses multiple media platforms—including print, digital, video, audio, and broadcast television—to provide consumers with content and experiences they desire and to deliver the messages of our advertising and marketing partners. Nationally, Meredith serves approximately 190 million unduplicated American consumers, including nearly 95 percent of all United States (U.S.) women. Meredith’s broadcast television stations reach 11 percent of U.S. households.

The Company is incorporated under the laws of the State of Iowa. Our common stock is listed on the New York Stock Exchange under the ticker symbol MDP.

The Company operates two business segments: national media and local media. Our national media segment includes leading national consumer media brands delivered across print magazines, digital media, brand licensing activities, performance marketing, database-related activities, affinity marketing, business-to-business marketing products and services, and other related operations. Our focus is on the entertainment, food, lifestyle, parenting, and home categories, which include brands such as People, Better Homes & Gardens, InStyle, Allrecipes, Real Simple, Shape, Southern Living, and Martha Stewart Living among others. In addition to subscription magazines, in fiscal 2021, we published over 300 special interest publications. Most of our brands are also available as digital editions on one or more of the major digital newsstands and on major tablet devices. The national media segment’s extensive digital presence consists of 39 websites and applications (apps) reaching more than 150 million consumers every month.

Our local media segment consists of 17 television stations located across the U.S. concentrated in fast-growing markets with related digital media assets. The television stations include seven CBS affiliates, five FOX affiliates, two MyNetworkTV affiliates, one NBC affiliate, one ABC affiliate, and two independent stations. Local media’s digital presence includes 12 websites and 12 apps focused on news, sports, and weather-related information. In addition, the local media segment sells geographically and demographically targeted advertising programs to third parties.

Financial information about industry segments can be found in Item 7-Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 8-Financial Statements and Supplementary Data, under Note 19.

The Company’s largest revenue source is advertising. National and local economic conditions affect the magnitude of our advertising revenues. Both national media and local media revenues and operating results can be affected by changes in the demand for advertising and consumer demand for our products. Television advertising is seasonal and cyclical to some extent, traditionally generating higher revenues in the second and fourth fiscal quarters and during key political contests and major sporting events. Magazine circulation revenues are generally affected by national and regional economic conditions and competition from other forms of media.


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BUSINESS DEVELOPMENTS

Pending Merger Transaction

As of May 3, 2021, and as amended on June 2, 2021, Meredith, Gray Television, Inc. (Gray), and Gray Hawkeye Stations, Inc., a wholly-owned subsidiary of Gray, entered into a definitive merger agreement pursuant to which Gray will acquire Meredith for $2.825 billion (the Merger) immediately after and subject to the consummation of the Spin-Off (as described below). Immediately prior to the consummation of the merger, Meredith intends to separate its local media group and national media group into two independent companies by distributing (the Distribution) to Meredith’s shareholders, on a pro rata basis, the issued and outstanding capital stock of Meredith Holdings Corporation, a wholly-owned subsidiary of Meredith (NMG SpinCo), which will hold the Company’s national media group and corporate segments following the separation (collectively, the Spin-Off). Following the Spin-Off, NMG SpinCo will focus on its national media group portfolio and accelerating the growth of its iconic brands including People, Better Homes & Gardens, and Allrecipes. The transaction is expected to close prior to the end of calendar year 2021.

Other Business Developments

In August 2020, Meredith launched Meredith Data Studio, a suite of advertising solutions leveraging the Company's vast, proprietary, first-party data, and predictive insights capabilities to help inform its partners' marketing, product, and business strategies. The offerings feature full-service data solutions, predictive analytics, consulting, and self-service tools, all powered by Meredith's 360 platform, which provides end-to-end audience insights and predictive capabilities to analyze billions of intent signals and engagements to trends and purchase intent in order to deliver precisely targeted audience and contextual advertising.

In September 2020, the Company debuted People (The TV Show!), which was the top-rated new syndicated show of the Fall 2020 season in the 12 markets where it airs. Meredith is currently selling the show to our markets for an anticipated launch nationally in Fall 2022. The show has been renewed for three additional seasons, through 2024.

Effective October 2020, Meredith named Evolution USA as our North America, Australia, and New Zealand licensing and brand management agency for the LIFE brand and The LIFE Picture Collection. Accelerating the next step in monetizing and managing these iconic assets, Evolution USA actively seeks new licensing and brand expansion opportunities for LIFE and its massive photo archive in a variety of product classifications and consumer experiences. These include apparel, accessories, home furnishings, housewares, gifts and collectibles, food and beverage, stationery and paper goods, brand and artist collaborations, hospitality, location-based entertainment experiences, gaming, and promotions.

As a result of strong consumer demand and success on the newsstand, Meredith re-launched home delivery subscriptions for Traditional Home, Coastal Living, and Cooking Light with their Winter 2020 issues and Rachel Ray in Season with its Winter/Spring 2021 issue. These titles’ subscription models had been discontinued in a previous year and were most recently newsstand only titles.

In January 2021, Meredith sold the Travel + Leisure trademark and other related assets, including the Travel + Leisure travel clubs. Meredith entered into a 30-year royalty-free licensing relationship to license back the Travel + Leisure brand and continues to publish the magazine and operate the Travel + Leisure media platforms.

In April 2021, Meredith announced the premiere of season two of The Southern Living Show, new episodes of Allrecipes Eating In!, and new specials from Better Homes & Gardens. The programming airs on the LMG local broadcast TV stations. The Southern Living Show originally launched in April 2020 celebrates the Southern lifestyle, covering food, home, travel, and style.

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In May 2021, Meredith announced the launch of PawPrint, the largest consumer magazine dedicated to pet families, according to MediaRadar. PawPrint is a companion to DailyPaws.com, which launched in 2020 as Meredith's digital brand, publishing high-quality pet care content.

In June 2021, the Company launched People in the '90s, a weekly podcast that takes a nostalgic look at the stars and stories that defined a decade. Each of the 12 episodes focuses on one print issue of People from 1990 through 1999, along with the news and events that occurred during the week the issue hit newsstands. It is the third podcast from the brand, which launched the daily People Every Day podcast in February 2021.

COVID-19 Pandemic

The COVID-19 pandemic has impacted our results, positively in some areas and negatively in others. In the face of unprecedented business conditions caused by the COVID-19 pandemic, we leveraged our core values, agility, connection to tens of millions of consumers, and relationships with advertisers and marketers to quickly adapt to changing business conditions. We believe our connection to consumers has strengthened, as visits to our websites, response rates to our magazine solicitation offers, sales of our licensed products, and our performance marketing activities all increased. In the first half of fiscal 2021, digital advertising revenues grew strongly, as economic uncertainty caused advertising clients to favor platforms with short lead times and flexibility. Magazine advertising revenues, which have relatively long lead times, were negatively impacted, particularly those focused on categories that have been most impacted by the pandemic, including travel and luxury.

As we have progressed through the pandemic, quantifying the specific impact becomes more challenging. The Company estimates that the COVID-19 impact on total revenues was a net decrease of revenues of approximately $100.0 million to $150.0 million in fiscal 2021.

In response to the pandemic, the Company introduced a number of measures to strengthen its financial position, preserve liquidity, and improve its financial flexibility. These included pausing Meredith Corporation’s dividend, refinancing our preferred equity with less expensive term debt, reducing capital expenditures, improving working capital, and temporarily reducing pay for Meredith Corporation’s Board of Directors, executives, and approximately 60 percent of its employees. Full pay was reinstated for all parties in early September 2020.

At this time, we have not experienced a negative impact on our liquidity due to COVID-19, and we believe we have sufficient liquidity to satisfy our cash needs for the foreseeable future.

We continue to monitor the ongoing and evolving situation. There may be developments outside our control requiring us to adjust our operating plan. There remains the risk that COVID-19 could have material adverse impacts on our future revenue growth as well as our overall profitability.

For additional details regarding the impacts and risks to our business from the COVID-19 pandemic, refer to Item 1-Risk Factors and Item 7-Management’s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this Form 10-K.

DESCRIPTION OF BUSINESS

National Media

National media contributed 68 percent of Meredith’s consolidated revenues and 53 percent of the combined operating profit from national media and local media operations in fiscal 2021. People and Better Homes & Gardens, our flagship brands, together account for a significant percentage of revenues and operating profit of the national media segment and the Company.

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Magazines
Information for our major subscription magazine titles as of June 30, 2021, is as follows:

TitleRelated WebsitesDescriptionFrequency
per Year
Year-end
 Rate Base
1
Better Homes & Gardensbhg.comWomen’s service127,600,000 
Peoplepeople.comCelebrity563,400,000 
Southern Livingsouthernliving.comTravel and lifestyle112,800,000 
Shapeshape.comWomen’s lifestyle102,500,000 
Parentsparents.comParenting122,200,000 
Martha Stewart Livingmarthastewart.comWomen’s service102,050,000 
Real Simplerealsimple.comWomen’s service121,975,000 
EatingWelleatingwell.comFood101,775,000 
InStyleinstyle.comWomen’s lifestyle121,700,000 
Entertainment Weeklyew.comEntertainment121,500,000 
Allrecipesallrecipes.comFood61,400,000 
Healthhealth.comWomen’s lifestyle101,350,000 
Midwest Livingmidwestliving.comTravel and lifestyle6950,000 
Travel + Leisuretravelandleisure.comTravel and lifestyle12950,000 
Food & Winefoodandwine.comFood12925,000 
People en Español
peopleenespanol.comCelebrity9500,000 
Successful Farmingagriculture.comFarming business13390,000 
1Rate base is the circulation guaranteed to advertisers. Actual circulation generally exceeds rate base and, for most of the Company’s titles, is tracked by the Alliance for Audited Media, which issues periodic statements for audited magazines.

In addition to these major magazine titles, we published 300 special interest publications under a variety of brands in fiscal 2021. The titles are issued from one to six times annually and sold primarily on newsstands. A limited number of special interest publication subscriptions are also sold.

Magazine Advertising—Advertising revenues are generated primarily from sales to clients engaged in consumer marketing. Many of Meredith’s larger magazines offer regional and demographic editions that contain similar editorial content but allow advertisers to customize messages to specific markets or audiences. The Company sells two primary types of magazine advertising: display and direct response. Advertisements are either run-of-press (printed along with the editorial portions of the magazine) or inserts (preprinted pages). Most of the national media segment’s advertising revenues are derived from run-of-press display advertising. Meredith also possesses strategic marketing capabilities, which provide clients and their agencies with access to all of Meredith’s media platforms and capabilities, including print, television, digital, video, consumer events, and custom marketing. Our team of creative and marketing experts deliver innovative solutions across multiple media channels that meet each client’s unique advertising and promotional requirements.

The rates at which we sell print advertising depend on each magazine’s rate base, which is the circulation of the magazine that we guarantee to our advertisers, as well as our audience size and composition. If we are not able to meet our committed rate base, the price paid by advertisers is generally subject to downward adjustments, including in the form of future credits or discounts. Our published rates for each of our magazines are subject to negotiation with each of our advertisers. We sell digital advertising primarily on a flat rate/sponsorship basis or on a cost per thousand, or CPM, basis. Flat rate/sponsorship deals are sold on an exclusive basis to advertisers giving them access to our major events and/or adjacent to prominent and specific areas of our websites. CPM deals are sold on an impression basis with a guarantee that we will deliver the negotiated volume commitment. If we are not able to meet the impression goal, we will extend the campaign or provide alternative placements.

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Magazine Circulation—Most of our magazines are sold primarily by subscription and delivered to subscribers through the mail. Subscriptions obtained through direct-mail solicitation, agencies, insert cards, the internet, and other means are Meredith’s largest source of circulation revenues. Revenue per subscription and related expenses can vary significantly by source. The majority of subscription magazines are also sold by single copy. Single copies sold on newsstands are distributed primarily through magazine wholesalers, who have the right to receive credit from the Company for magazines returned to them by retailers.

Newsstand sales include sales through traditional newsstands as well as supermarkets, convenience stores, pharmacies, and other retail outlets. We also publish branded books, including soft-cover “bookazines.” These are distributed through magazine-style “check-out pockets” at retail outlets and traditional trade book channels. We publish books on a diverse range of topics aligned with our brands, including special commemorative and biographical books. We also publish books under various licensed third-party brands and a number of original titles. Our Oxmoor House imprint publishes a variety of home, cooking, and health books under our lifestyle-oriented brands as well as licensed third-party brands.

Digital Media
National media’s 39 websites and apps provide information, ideas, and inspiration to more than 150 million unique monthly visitors, including approximately three-quarters of all American women. These branded websites focus on the topics that women care about most—celebrity, entertainment, food, home, health, beauty, style, and wellness. Our brands also engage on all major social platforms, through robust newsletter programs, audio products, and connected devices. For example, Allrecipes.com and People.com are No. 1 in their respective categories in terms of monthly visitors and engage consumers across all major social platforms, multiple podcasts, and Amazon Alexa skills. In fiscal 2021, our brands had 5 billion video views and reached approximately 88 million Facebook fans, 48 million Twitter followers, 48 million Instagram followers, over 15 million Pinterest followers, and over 10 million YouTube subscribers. Meredith brands also sent nearly 2 billion emails each month and have 17 podcasts across 11 brands.

Powering our digital business is our proprietary technology platform that houses all of our content, our unique taxonomy, our first-party data and insights, and our user identity graph. This platform allows us to have a unified view of our consumers and how they interact with our content and products, a universal taxonomy for our brands, and first-party data. This combination provides us with deep predictive insights into user behavior that can be used to power our content and product development strategy and it, in turn, drives advertising and performance marketing dollars. Through this platform, Meredith captures billions of rich first-party contextual and intent signals each year, making our capabilities and scale even more valuable as third-party cookies grow obsolete.

Other Sources of Revenues
Other revenues are derived from digital and customer relationship marketing, other custom publishing projects, brand licensing agreements, and ancillary products and services.

Affinity Marketing—Synapse Group, Inc., a wholly-owned subsidiary of Meredith, is an affinity marketing company that partners with publishers, brick and mortar retailers, digital partners, airline frequent flier programs, and customer service and direct response call centers. It is a major marketer of magazine subscriptions in the U.S. Building on its continuity marketing expertise, Synapse has diversified its business to also market other products and services. Meredith also owns magazines.com and magazine.store, websites focused on the sales of Meredith and third-party magazine subscriptions.

Brand Licensing—Meredith Brand Licensing generates revenue through multiple long-term trademark licensing agreements with retailers, manufacturers, publishers, and service providers. Our licensing programs extend the reach of Meredith brands into additional consumer channels in the U.S. and abroad. Currently the world’s second- largest global licensor, Meredith has direct-to-retail partnerships with leading companies, including Better Homes & Gardens at Walmart, Southern Living at Dillard’s, and InStyle-branded hair salons in select JC Penney stores and several manufacturers and service providers who sell licensed product to a variety of retailers.

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Our most significant partnership is Better Homes & Gardens-branded products sold at Walmart stores in the U.S. and at Walmart.com. The brand is represented by more than 3,000 products across multiple categories in the home décor, outdoor living, DIY and home improvement, and garden space. Meredith also has a long-term agreement to license the Better Homes & Gardens brand to Realogy Corporation, which is entering its 14th year as a residential real estate franchise system operating as Better Homes and Gardens Real Estate, LLC. The real estate network now includes more than 350 offices and more than 12,500 real estate professionals across the U.S., Canada, Bahamas, Jamaica, Australia, and New Zealand. Also, in the real estate sector, the Southern Living and Coastal Living brands include networks of hotels and inspired residential communities in the southeastern U.S. and Belize.

The Allrecipes licensing program with Lifetime Brands, Inc. offered at Kroger stores and Kroger.com for approximately 85 kitchenware items, plus launched Allrecipes spice sets which are available on amazon.com.

The Company expands its international reach primarily through international licensing agreements. Meredith’s national media brands are currently distributed, including a localized presence, in multiple countries. The Company continues to pursue activities that will serve consumers and advertisers while also extending and strengthening the reach and vitality of our brands.

Meredith has granted distribution rights for backlist titles of our consumer-leading brands, including the powerful Better Homes & Gardens imprint, to a book publisher. Meredith creates book content and retains all approval and content rights while the distributor is responsible for reprinting, sales and marketing, distribution, and inventory management. Meredith receives revenue based on sales less a 20 percent distributor fee.

The Foundry 360—The Foundry 360 is a creative content studio serving clients across a broad range of industries. The services include using our content creation expertise to develop content marketing programs across multiple platforms, including native advertising that enables clients to engage new consumers and build long-term relationships with existing customers.

Production and Delivery
Paper, printing, and postage costs accounted for 21 percent of the national media segment’s fiscal 2021 operating expenses. Coated and supercalendered publication paper is the major raw material essential to the national media segment. We directly purchase all the paper for our magazine production and custom publishing business. The Company has contractual agreements with major paper manufacturers to ensure adequate supplies for planned publishing requirements. The price of paper is driven by overall market conditions and is therefore difficult to predict. In fiscal 2021, average paper prices decreased 15 percent, whereas in fiscal 2020, average paper prices decreased 4 percent. In fiscal 2019, average paper prices increased 10 percent. Management anticipates an increase in paper prices of approximately 11 percent in fiscal 2022.

As a result of significant consolidation in the printing industry, at present there is one printer in the United States with the capability and capacity to handle a substantial portion of Meredith’s magazine print production. We have a long-term contract with that printer through 2030, creating extended price stability for our print manufacturing prices.

Postage is a significant expense of the national media segment. We continually seek the most economical and effective methods for mail delivery, including cost-saving strategies that leverage work-sharing opportunities offered within the postal rate structure.

In general, postage rate changes are capped by law at the rate of inflation, as measured by the Consumer Price Index (CPI), but may be above-CPI price increases on the basis of certain factors. Postage prices have risen in each of the last three years. In January 2021, the United States Postal Service (USPS) increased rates by approximately 1.8 percent for First-Class Mail and 1.5 percent for other categories. The most recent rate change was an increase of approximately 6.9 percent effective August 2021. The USPS has also announced proposed temporary rate adjustments for the 2021 holiday season. Under the revised rate authority methodology, Meredith expects above-CPI price increases for the foreseeable future. Meredith continues to work independently as well as with others to
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encourage and assist the USPS find and implement efficiencies to contain rate increases. We cannot, however, predict future changes in the postal rates or the impact they will have on our national media business.

Subscription fulfillment services for Meredith's national media brands are provided by third parties. National magazine newsstand distribution services are also provided by third parties through multi-year agreements.

Competition

Our business is characterized by continuously evolving technology, frequent product evolution, and changing preferences from consumers, advertisers, and marketers. Media is intensely competitive, particularly for women’s attention and for spending from advertisers and marketers. Our magazines and related publishing products and services compete with other mass media, including the internet and many other leisure-time activities. Our digital businesses compete against diversified multi-platform media companies, ‘pure-play’ digital companies, news aggregators, search engines, social media platforms, and large digital platform operators. Competition for consumer attention is based principally on editorial content, marketing skills, price, and customer service. Competition for advertising dollars is based primarily on advertising rates, circulation levels, reader demographics and engagement, advertiser results, and sales team effectiveness. While competition is strong for established titles, gaining readership for newer magazines and specialty publications is especially competitive. We believe our primary competitive differentiators are our large reach to American consumers, particularly women; our expertise at creating content and experiences that drive meaningful consumer engagement; our trusted and iconic brands; our proprietary technology and analytics platform; and our long-standing relationships with advertisers and marketers.


Local Media

Local media contributed 32 percent of Meredith’s consolidated revenues and 47 percent of the combined operating profit from national media and local media operations in fiscal 2021. Information about the Company’s television stations at June 30, 2021, is as follows:

Station,
Market
DMA
National
Rank 1
Network
Affiliation
Related WebsiteExpiration
Date of Network Affiliation
Virtual
Channel
Expiration
Date of FCC
License
Average
Audience
Share 2
WGCL-TV7CBScbs46.comJuly 202346April 20294.8 %
Atlanta, GA
WPCH-TV7Independentn/an/a17April 20290.8 %
Atlanta, GA
KPHO-TV11CBSazfamily.comJuly 20235October 20226.4 %
Phoenix, AZ
KTVK11Independentazfamily.comn/a3October 20223.8 %
Phoenix, AZ
KPTV21FOXkptv.comJuly 202212February 20236.4 %
Portland, OR
KPDX21MyNetworkTVn/aSeptember 202249February 20231.4 %
Portland, OR
KMOV23CBSkmov.comJuly 20234February 202211.1%
St. Louis, MO
WSMV-TV29NBCwsmv.comDecember 20214August 20296.1%
Nashville, TN
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Station,
Market
DMA
National
Rank 1
Network
Affiliation
Related WebsiteExpiration
Date of Network Affiliation
Virtual
Channel
Expiration
Date of FCC
License
Average
Audience
Share 2
WFSB32CBSwfsb.comJuly 20233April 202310.5 %
Hartford, CT
New Haven, CT
KCTV34CBSkctv5.comJuly 20235February 20229.3 %
Kansas City, MO
KSMO-TV34MyNetworkTVn/aSeptember 202262February 20220.8 %
Kansas City, MO
WHNS35FOXfoxcarolina.comJuly 202221December 20283.8 %
Greenville, SC
Spartanburg, SC
Asheville, NC
Anderson, SC
KVVU-TV40FOXfox5vegas.comJuly 20225October 20225.4 %
Las Vegas, NV
WALA-TV57FOXfox10tv.comJuly 202210April 20295.8 %
Mobile, AL
Pensacola, FL
WNEM-TV73CBSwnem.comJuly 20235October 202113.5 %
Flint, MI
Saginaw, MI
Bay City, MI
WGGB-TV116ABCwesternmassnews.comAugust 202340April 20235.6 %
Springfield, MAFOXJuly 202240.22.1 %
Holyoke, MA
WSHM-LD116CBSwesternmassnews.comJuly 20233April 20233.4 %
Springfield, MA
Holyoke, MA
n/a Not applicable
1 Designated Market Area (DMA) is a registered trademark of, and is defined by, Nielsen Media Research. The national rank is from the 2020-2021
   DMA ranking.
2 Average audience share represents the estimated percentage of households using television tuned to the station in the DMA. The percentages shown reflect
   the average total day shares (6:00 a.m. to 2:00 a.m.) for the November 2020, February 2021, and May 2021 measurement periods.

Operations
The principal sources of the local media segment’s revenues are 1) retransmission of our television signals by cable, satellite, telecommunications, and over-the-top service providers; 2) local non-political advertising focusing on the immediate geographic area of the stations; 3) national non-political advertising; 4) political advertising which is cyclical with peaks occurring in our odd-numbered fiscal years (e.g., fiscal 2019, fiscal 2021) and particularly in our second fiscal quarter of those fiscal years; 5) geographic and demographic-targeted digital and print advertising programs sold to third parties; and 6) digital advertising on the stations’ websites, mobile-optimized websites, and apps.

The stations sell commercial time to both local/regional and national advertisers. Rates for spot advertising are influenced primarily by the market size, number of media competitors, including in-market broadcasters, and audience ratings and demographics. Generally, the larger a station’s audience in any particular daypart or program, the higher the advertising rates it can command. As supply and demand fluctuate in the market, so do a station’s
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advertising rates. Independent representative firms sell most national advertising while the sales staff at each station sell local/regional advertising.

Typically, 40 to 60 percent of a market’s television advertising revenue is generated during local newscasts. Stations are continually working to increase the number of newscasts and additionally grow their news ratings, which in turn increase advertising revenues.

Meredith’s 16 national network affiliation agreements also influence advertising rates. A network affiliation agreement provides a station the exclusive right to broadcast network programming in its local service area. In return, the network has the right to sell most of the commercial advertising aired during network programs and receives programming fees from the station.

Retransmission consent revenue is generated from cable, satellite, telecommunications, and over-the-top service providers who pay Meredith for access to our television station signals so that they may retransmit our signals and charge their subscribers for this programming. These fees increased in each of the last three fiscal years, primarily due to renegotiations of expiring contracts and negotiated rate increases on existing contracts effective during the year.

Programming fees paid to the networks are, in essence, a portion of those retransmission consent fees. Programming fees paid to the networks increased 12 percent in fiscal 2021, 15 percent in fiscal 2020, and 20 percent in fiscal 2019 due to renegotiations of expiring contracts.

Stations sometimes also pay networks for certain marquee sports programming (professional football, college basketball, and Olympics) and news services. While Meredith’s relations with the networks historically have been very good, the Company can make no assurances they will remain so over time.

The Federal Communications Commission (FCC) has permitted broadcast television station licensees to use their digital spectrum for a wide variety of services such as high-definition television programming, audio, data, mobile applications, and other types of communication, subject to the requirement that each broadcaster provide at least one free video channel equal in quality to the current technical standards. All of our stations are broadcasting one or more additional programming streams on their digital channels: one airs the Fox network; two of our markets have MyNetworkTV; ten carry Cozi TV; six broadcast the Court TV Mystery and Circle networks; three air the Bounce and Grit networks; and four air the LAFF, DABL, and Court TV networks.

The costs of television programming are significant. In addition to network fees, there are two principal programming costs for Meredith: locally produced programming, including local news, and purchased syndicated programming. The Company continues to increase our locally produced news and entertainment programming to control content and costs and to attract advertisers. Syndicated programming costs are based largely on demand from stations in the market and can fluctuate significantly.

Local media’s operations also include MNI Targeted Media (MNI). Through MNI, we provide clients with a single point of contact for a range of targeted digital and print advertising programs primarily on a local and regional level. Digital products include programmatic offerings and custom display advertising on local and national websites. Print products include customized geographic and demographic-targeted advertising programs in approximately 35 top U.S. magazines, including our own national media magazines and those of other leading magazine publishers.

Competition
Meredith’s television stations compete directly for advertising dollars and programming in their respective markets with other local television stations, radio stations, cable/satellite systems, newspapers, outdoor advertising, local magazines, direct mail, and their related websites and apps. The stations further compete against these media competitors and other local and national digital media properties. Advertisers compare audience viewership/consumption, market share, audience demographics, and advertising rates, whether local, network, or syndicated, when making advertising decisions.
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Regulation
The ownership, operation, and sale of broadcast television stations, including those licensed to the Company, are subject to the jurisdiction of the FCC, which engages in extensive regulation of the broadcasting industry under authority granted by the Communications Act of 1934, as amended (Communications Act), and has the authority to promulgate rules and regulations governing broadcasting. The Communications Act requires broadcasters to serve the public interest. Among other things, the FCC assigns frequency bands; determines stations’ locations and operating parameters; issues, renews, revokes, and modifies station licenses; regulates and limits changes in ownership or control of station licenses; regulates equipment used by stations; regulates station employment practices; regulates certain program and advertising content, including commercial matters in children’s programming; regulates the retransmission of television stations by multichannel video programming distributors; has the authority to impose penalties for violations of its rules or the Communications Act; and imposes annual fees on stations. Reference should be made to the Communications Act, as well as to the FCC’s rules, public notices, and rulings for further information concerning the nature and extent of federal regulation of broadcast stations.

Broadcast licenses are granted for terms of up to eight years. The Communications Act directs the FCC to renew a broadcast license if the station has served the public interest and is in substantial compliance with the provisions of the Communications Act and FCC rules and policies. Management believes the Company is in substantial compliance with all applicable provisions of the Communications Act and FCC rules and policies and knows of no reason why Meredith’s broadcast station licenses will not be renewed.

The FCC has, on occasion, changed the rules related to ownership of media assets, including rules relating to the ownership of one or more television stations in a market. The FCC’s media ownership rules remain subject to further review by the FCC, various court appeals, petitions for reconsideration before the FCC, and possible actions by Congress. We cannot predict the impact of any of these developments on our business.

The Communications Act and the FCC also regulate relationships between television broadcasters and cable, satellite, and telecommunications television providers. Under these provisions, most cable systems must devote a specified portion of their channel capacity to the carriage of the signals of local television stations that elect to exercise this right to mandatory carriage. Alternatively, television stations may elect to restrict cable systems from carrying their signals without their written permission, which is referred to as retransmission consent. Congress and the FCC have established and implemented generally similar market-specific requirements for mandatory carriage of local television stations by satellite television providers when those providers choose to provide a market’s local television signals and grants of retransmission consent to satellite television providers. These rules, including existing related rules on exclusivity and good faith bargaining, and proposed rules governing “over-the-top” carriage by Internet video programming distributors are subject to further review by the FCC and possible actions by Congress. Carriage of local television stations by multichannel video programming distributors is also governed by U.S. copyright law, including the Copyright Act of 1976, as amended, which is subject to revision by Congress and interpretation by the courts. We cannot predict further changes in the laws or rules governing these relationships or the impact of any such developments on our business.

The FCC proposed a plan, called the National Broadband Plan, to increase the amount of spectrum available in the U.S. for wireless broadband use. In furtherance of the National Broadband Plan, Congress authorized the FCC to conduct a “reverse auction” for which television broadcast licensees could submit bids to receive compensation in return for relinquishing all or a portion of their rights in the television spectrum of their full service and/or Class A stations. Under the law, the FCC was permitted to hold one reverse auction and a follow-up auction for the newly freed spectrum. The FCC completed both auctions in calendar year 2017.

Even if a television licensee did not participate in the reverse auction, Congress granted the FCC the authority to force a television station to change channels and/or modify its coverage area to allow the FCC to rededicate certain channels within the television band for wireless broadband use. Following the incentive auction, the FCC released a list of television stations that were required to change their facilities by a specified date as part of this “repacking” process. Several of our stations were among the hundreds of stations selected for repacking of the television band. All our stations selected for repacking completed their move and commenced operations on their new channels on
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or before the FCC’s deadline. We completed the repack in fiscal 2021 and received reimbursements from the FCC’s special fund covering 80 percent of the total cost of the repack.

Congress, certain States, and the FCC have under consideration, and in the future may adopt, new laws, regulations, and policies regarding a wide variety of other matters that also could affect, directly or indirectly, the operation, ownership transferability, and profitability of the Company’s broadcast stations and affect the ability of the Company to acquire additional stations. In addition to the matters noted above, these could include, among other things, spectrum usage fees, regulation of political advertising rates, restrictions on the advertising of certain products (such as pharmaceuticals, alcoholic beverages, or gambling), program content restrictions, and ownership rule changes.

Other matters that could potentially affect the Company’s broadcast properties include, but are not limited to, technological innovations and developments generally affecting competition in the mass communications industry for viewers or advertisers, such as home video recording devices and players, satellite radio and television services, cable television systems, newspapers, outdoor advertising, and internet-delivered video programming services. For example, the FCC approved a proposal to allow the voluntary transition of television broadcasters to ATSC 3.0, known as Next Generation Television. We launched one of the first ATSC 3.0 transitions in Portland, Oregon. We cannot predict whether or how this process will ultimately affect the Company or our television stations.

Large mass communication transactions have also increased the scrutiny of federal and state antitrust enforcement on the mass communications industry. The Company, along with other major broadcasters, is subject to a Consent Decree with the U.S. Department of Justice entered in 2019 restricting the exchange of pacing and other information between stations. In entering the Consent Decree, the Company did not admit liability and was not required to pay any fine or other penalty. We cannot predict whether or how this Consent Decree will ultimately affect the broadcast industry, the Company, or our television stations.

The information provided in this section is not intended to be inclusive of all regulatory provisions currently in effect. Statutory provisions and FCC regulations are subject to change, and any such changes could affect future operations and profitability of the Company’s local media segment. Management cannot predict what regulations or legislation may be adopted, nor can management estimate the effect any such changes would have on the Company’s television broadcasting operations.


INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Executive officers are elected to one-year terms each November. The current executive officers of the Company are:

Thomas H. Harty—President and Chief Executive Officer (February 2018 - present) and a director of the Company since August 2017. Formerly President and Chief Operating Officer (August 2016 - February 2018) and President, National Media Group (2010 - August 2016). Mr. Harty received his MBA from Iona College and his bachelor’s degree from Castleton University. Age 58.

Catherine A. Levene—President, National Media Group (November 2020 - present). Formerly President/Chief Digital Officer National Media Group (March 2019 - November 2020) and Chief Strategy Officer (January 2019 - March 2019). Prior to joining Meredith, Ms. Levene served as an independent consultant (2016 - 2019). Ms. Levene received her MBA from Harvard University and her Bachelor’s degrees from the University of Pennsylvania. Age 51.

Patrick J. McCreery—President, Local Media Group (July 2018 - present). Formerly Local Media Group Executive Vice President (January 2018 - July 2018), and Vice President of News and Marketing (2014 - January 2018). Mr. McCreery received his bachelor’s degree from Ohio State University. Age 50.

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Jason M. Frierott—Chief Financial Officer (March 2020 - present). Prior to joining Meredith, Mr. Frierott served as Chief Financial Officer of Wabtec Freight, a segment of Wabtec Corporation (2019). Before Wabtec Corporation acquired GE Transportation, a business unit of General Electric Company, Mr. Frierott served as GE Transportation’s Chief Financial Officer (2015 - 2019). Mr. Frierott received his Bachelor’s degree from the University of Arizona. Age 47.

John S. Zieser—Chief Development Officer/General Counsel and Secretary (2006 - present). Mr. Zieser earned his Juris Doctor from Cornell University. Mr. Zieser earned both MBA and BBA degrees from the University of Iowa. Age 62.


HUMAN CAPITAL RESOURCES

Meredith operates under the guiding principle that our employees are the Company’s most important resource. Our human resources initiatives are therefore designed to attract, develop, and retain a diverse group of highly qualified employees who embody values such as integrity, creativity, courage, initiative, passion, energy, teamwork, inclusiveness, and respect for others. We focus on both the end result of an employee’s work, as well as how that end result is achieved. Our culture at Meredith is centered on workplace community, collaboration, communication, and a shared sense of purpose.

Workforce Demographics

As of June 30, 2021, Meredith had approximately 5,050 full-time and 70 part-time employees of whom approximately 4,750 were located in the U.S., approximately 365 in India, and approximately 5 in other locations. Less than 10 percent of our workforce is unionized. We have various arrangements with our international employees that we believe to be customary for multinational corporations. We have had no strikes or work stoppages during the last five years and consider relations with our employees to be good.

Diversity, Equity, and Inclusion

We have published detailed workforce diversity statistics in our Corporate Social Responsibility Report, available on our website. The following reflects selected diversity data for our employees. As of June 30, 2021, 59.1 percent of our workforce identifies as women and 24.4 percent as people of color. In fiscal 2021, 59.6 percent of new hires were women and 41.1 percent of new hires were people of color.

Diversity, equity, and inclusion are at the heart of Meredith’s core values, and we have made it a priority to foster a work environment where every employee feels welcomed and valued. We are committed to these components of our diversity efforts:

Increasing employee diversity across the organization;

Facilitating inclusion efforts within the workplace;

Creating education and awareness opportunities; and

Effectively communicating our diversity, equity, and inclusion initiatives and strategies inside and outside of the organization.

We believe having a diverse organization will create even greater results and allow us to better serve our increasingly diverse consumer base.

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We believe in and strive for an environment based on respect for all individuals, and we provide equal employment opportunity to all people, regardless of race, color, national origin/ethnicity, gender identity/gender expression, creed, religion, age, disability, sexual orientation, marital status, military service, or any other characteristic.

We created a Diversity, Equity, & Inclusion team led by a Vice President, Diversity, Equity, & Inclusion and that team, supported by our Employee Resource Groups, is responsible for connecting current activities to a larger Diversity, Equity, and Inclusion strategy that we believe will allow us to continually embed these principles into all of our functions. This strategy is focused around the pillars of Education, Recruitment, Retention, and Communication, which are discussed in more detail in our Corporate Social Responsibility Report.

Talent Management

In addition to our Diversity, Equity, and Inclusion initiatives, we prioritize our people and the communities in which we operate in several ways, including:

Compensation and Benefits. We deliver a total rewards package (compensation and benefits) to attract, retain, and motivate our employees. Competitive compensation is a Meredith cornerstone, and we have strong practices in place to support the well-being of all employees. Our pay programs are designed to recognize and reward individual performance. We participate annually in industry surveys to benchmark our pay programs and ensure overall pay levels are commensurate with the marketplace. We utilize outside consultants to conduct pay studies to ensure compensation is administered fairly and equitably across all employees. We also offer a broad slate of competitive employee benefits, including, but not limited to, a 401(k) plan with a generous Company matching contribution and no vesting requirement, an Employee Stock Purchase Plan, tuition reimbursement, an education loan program for parents, a student-loan refinancing program for employees and family members, generous time off policies, as well as robust health benefits and an extensive and award-winning health and financial wellness program available to employees and their spouses/domestic partners. Meredith also offers virtual and onsite healthcare consultation through its health centers in Des Moines and New York. Finally, in addition to our own corporate donations to nonprofit organizations, we also offer to match employee donations (up to $5,000 each fiscal year for each employee) and contribute funds based on hours employees volunteer with qualifying charities.

Employee Engagement. In order to better inform the development of, and the resulting impact from, our human resources initiatives, we survey our employees periodically to monitor their satisfaction and engagement. The most recent employee survey was distributed in September 2020 and covered a range of topics, including Productivity & Collaboration; Transparency & Communication; Employee Well-Being and Diversity, Equity and Inclusion. Additionally, our Chairman and Chief Executive Officer regularly communicates with and responds to employee questions and concerns in Company-wide town hall meetings, with questions and answers posted on the Company’s intranet following meetings. In each case, the feedback is carefully reviewed by our human resources team and used to develop and refine our human resources initiatives.

Talent Development and Training. Meredith prides itself on having a culture of highly engaged employees, which we believe is largely driven by our approach to performance management. We have a tried-and-true approach, which starts with employees collaborating with their managers to set meaningful, actionable, and impactful goals at the beginning of the year. Throughout the year, managers and employees have regular dialogue regarding progress against those goals. At the end of the year, employees and managers complete a performance appraisal, which includes a discussion about goal attainment. It is a two-way conversation where employees are encouraged to provide their manager feedback on how he, she, or they can best support day-to-day activities and interactions while helping employees achieve their longer-term career goals. This approach enhances employee engagement but also ensures that performance standards are applied fairly and reasonably and that they maintain a focus on continuous improvement. Demonstrated successful performance is rewarded with appropriate increases in pay and promotional opportunities, when they arise. In addition to performance management, we know that employees capable of motivating and
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developing others have a significant positive impact on employee performance, retention, engagement, and overall business performance. We designed a learning portal with engaging video-based learning for all employees that focuses on growth and career development. We believe our employee development and training programs are an important investment in Meredith’s future.

COVID-19 Response

We have adopted a multi-pronged approach to managing the COVID-19 pandemic. Much of our focus has been on deploying timely and engaging content, deep consumer connections, and broad reach to provide important communications, inspire families to make the most of their time at home, and help consumers – and Meredith employees – manage the stress associated with this unprecedented situation. For our employees, in particular, our extensive and award-winning wellness program has provided important resources to them and their families in order to help them manage their physical, mental, and financial health during this crisis. We have taken the following actions to help protect the health, safety, and well-being of our employees in response to the COVID-19 pandemic:

We moved all nonessential employees to a remote work environment and implemented additional safety measures for all essential employees, including the provision of necessary protective equipment, the creation of sanitizing locations, daily entry questionnaires, trainings, and the adoption of distancing and testing protocols to align with regulatory guidelines.

We provided Telehealth benefits at no cost to employees through September 2020.

We offered additional assistance with back-up dependent care, including reimbursement for emergency childcare expenses, and additional paid time off for employees with children at home due to schools and childcare providers closing.

We provided employees access to a free 12-month premium membership to MyLife, a meditation app designed to help individuals manage their stress.

We co-facilitated a series of Company-wide discussions about developing strategies for self-care during turbulent times with our Employee Assistance Program, which also hosts free webinars about managing stress and offers employees 24/7 confidential access to professional counselors.

In an effort to encourage employees to get vaccinated, we secured partnerships with pharmacies and vaccine clinics in our Des Moines and Birmingham locations, and provided paid time off for employees to receive their COVID-19 vaccines.


OTHER

Name recognition and the public image of the Company’s trademarks (for example, People, Better Homes & Gardens, Parents) and television station call letters are vital to the success of our ongoing operations and to the introduction of new businesses. The Company protects our brands by aggressively defending our trademarks and call letters.

The Company had no material expenses for research and development during the past three years. Revenues from individual customers and revenues, operating profits, and identifiable assets of foreign operations were not significant. Compliance with federal, state, and local provisions relating to the discharge of materials into the environment and to the protection of the environment had no material effect on capital expenditures, earnings, or the Company’s competitive position.


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AVAILABLE INFORMATION

The Company’s corporate website at meredith.com and our Investor Relations website at ir.meredith.com contain a significant amount of information about Meredith. We encourage investors to visit these websites from time to time, as information is updated and new information is posted. Additional information on non-financial matters, including environmental and social matters and diversity and inclusion initiatives, is available at www.meredith.com/about-us/corporate-social-responsibility. Website references in this report are provided as a convenience and do not constitute, and should not be viewed as, incorporation by reference of the information contained on, or available through, the websites. Therefore, such information should not be considered part of this report.

Meredith makes available free of charge through our website our Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished to the United States Securities and Exchange Commission (SEC) pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practical after such documents are electronically filed with or furnished to the SEC. Additionally, the SEC maintains an internet site that contains reports, proxy and information statements, and other information. The address of the SEC’s website is www.sec.gov. Meredith also makes available on our website our corporate governance information, including charters of all our Board Committees, our Corporate Governance Guidelines, our Code of Ethics, and our Bylaws. Copies of such documents are also available free of charge upon written request.


FORWARD-LOOKING STATEMENTS

This Form 10-K, including the sections titled Item 1-Business, Item 1A-Risk Factors, and Item 7-Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements that relate to future events or our future financial performance. We may also make written and oral forward-looking statements in our SEC filings and elsewhere. By their nature, forward-looking statements involve risks, trends, and uncertainties that could result in actual results that are materially different than those anticipated in any forward-looking statements. Such factors include, but are not limited to, those items described in Item 1A-Risk Factors, those identified elsewhere in this document, and other risks and factors identified from time to time in our SEC filings. We have tried, where possible, to identify such statements by using words such as may, should, expects, provides, anticipates, assumes, can, will, meets, could, likely, intends, might, predicts, seeks, would, believes, estimates, plans, continues, guidance, or outlook, or variations of these words or similar expressions in connection with any discussion of future operating or financial performance. Any forward-looking statements are and will be based upon our then-current expectations, estimates, and assumptions regarding future events and are applicable only as of the dates of such statements. Readers are cautioned not to place undue reliance on such forward-looking statements that are part of this filing; actual results may differ materially from those currently anticipated. Such risk factors may be amplified by the COVID-19 pandemic and its potential impact on the Company’s business and the global economy. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.


ITEM 1A. RISK FACTORS


In addition to the other information contained or incorporated by reference into this Form 10-K, investors should consider the following risk factors carefully when investing in our securities. In addition to the risks described below, there may be additional risks that we have not yet perceived or that we currently believe are immaterial.

Risks Relating to the Separation, Distribution, and Spin-Off

Meredith’s and Gray’s inability to obtain all material authorizations, consents, approvals and clearances of third parties including U.S. federal agencies (Third-Party Approvals) in connection with the Distribution and
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merger may have a material adverse effect on Meredith’s ability to consummate the Distribution. There are numerous Third-Party Approvals that Meredith and Gray must obtain in connection with the Distribution and the restructuring of Meredith’s business in connection therewith, including approvals by regulatory authorities. In some cases, these approvals must be obtained before the Distribution can be completed. Although Meredith and Gray have commenced the process of seeking the necessary Third-Party Approvals required in connection with the distribution, they currently do not have all the necessary Third-Party Approvals. There is no assurance that Meredith and Gray will be able to obtain these Third-Party Approvals.

The Merger may not be completed on the terms or timeline currently contemplated or at all. Failure to complete the transaction could negatively impact the stock price and the future business and financial results of Meredith. The completion of the Merger is subject to certain conditions, including (1) approval by Meredith shareholders, (2) the expiration or termination of the required waiting period under the HSR Act, (3) the receipt of FCC consent, (4) the absence of certain legal impediments, (5) a cash payment by NMG SpinCo to Meredith, (6) completion of the Spin-Off, and (7) other customary closing conditions, as well as conditions unique to Gray and its subsidiary Gray Hawkeye Stations, Inc., on the one hand, or the Company, on the other hand.

Completion of the Spin-Off (and therefore the Merger) is subject to certain conditions, including (1) the satisfaction or waiver of the conditions to the consummation of the Merger (other than those conditions that by their nature are satisfied at the closing), (2) consummation of the SpinCo debt financing, (3) effectiveness of a Registration Statement on Form 10 regarding NMG SpinCo Common Stock, (4) receipt by the Company and NMG SpinCo of a solvency opinion, (5) the acceptance of NMG SpinCo Common Stock for listing on the New York Stock Exchange, (5) the absence of certain legal impediments, and (6) other customary closing conditions.

We cannot assure you that the Merger and Spin-Off will be consummated on the terms or timeline currently contemplated, or at all. We have expended and will continue to expend a significant amount of time and resources on the transaction, and a failure to consummate the transaction as currently contemplated, or at all, could have a material adverse effect on Meredith’s business and results of operations. If the Merger is not completed, the ongoing business of Meredith may be adversely affected and Meredith will be subject to several risks, including the following:

the Spin-Off will not be completed;
being required, under certain circumstances, to pay Gray a termination fee of $73 million;
being required, under certain circumstances, to pay Gray a termination fee of $113 million;
being required, under certain circumstances, to reimburse certain of Gray’s expenses up to $10 million;
having to pay substantial other costs and expenses relating to the proposed transaction, such as legal, accounting, financial advisor, filing, printing and mailing fees, and integration costs that have already been incurred and will continue to be incurred until closing;
the focus of management of Meredith on the Merger instead of on pursuing other opportunities that could be beneficial to Meredith;
the market price of Meredith could decline to the extent that the current market price reflects a market assumption that the Merger will be completed; and
if the transaction agreement is terminated and Meredith’s Board of Directors seeks another business combination, shareholder of Meredith cannot be certain that Meredith will be able to find a party willing to enter into a business combination or other strategic transaction on terms equivalent to or more attractive than the terms that Gray has agreed to in the Merger Agreement and Spin-Off Agreements;

in each case, without realizing any of the anticipated benefits of having the Merger and Spin-Off completed. In addition, if the Merger is not completed, Meredith may experience negative reactions from the financial markets and from its customers and employees. Meredith could also be subject to litigation related to any failure to complete the Merger and Spin-Off or to enforcement proceedings commenced against Meredith to perform its obligations under the Merger Agreement and Spin-Off Agreements. If the Merger and Spin-Off are not completed, Meredith cannot assure its shareholders that these risks will not materialize and will not materially affect the business, financial results, and stock price of Meredith.
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The existence of the pending Merger could have an adverse effect on our business, revenue, and results of operations. While the Merger is pending, advertisers and other sources of revenue may decide to delay, defer, or cancel purchases of our products and/or services, pending completion of the Merger or termination of the Merger Agreement. If these decisions represent a significant portion of our anticipated revenue, our results of operations and quarterly revenues could be substantially below the expectations of market analysts.

In addition, while the Merger is pending, we are subject to a number of risks that may adversely affect our business, revenue, and results of operations, including:

the diversion of management and employee attention and the unavoidable disruption to our relationships with customers and vendors may detract from our ability to grow revenues and minimize costs;
the fact that we have incurred and will continue to incur significant expenses related to the Merger;
the fact that, pursuant to the Merger Agreement, we must generally conduct our business in the ordinary course and we are subject to a variety of other restrictions on the conduct of our business prior to the closing or termination of the Merger Agreement; and
the fact that we may be unable to respond effectively to competitive pressures, industry developments, and future opportunities.

If the Merger occurs, Meredith shareholders will not be able to participate in any upside to our local media business and NMG SpinCo, the company you will receive shares in through the Distribution, may not enjoy the same benefits that Meredith did prior to the Spin-Off. Upon consummation of the Merger, our shareholders will receive $16.99 in cash per share, without interest and subject to applicable tax withholding, for each share of Meredith common stock and Meredith class B stock owned by them, but will not receive any shares of Gray common stock. As a result, if our local media business performs well following the Merger, our current shareholders will not receive any additional consideration, and will therefore not receive any benefit from the performance of the business. In addition, if the Merger occurs, shareholders of Meredith as of the record date set for the Distribution will receive shares of common stock and class B common stock in NMG SpinCo on a one-for-one basis. Following the Spin-Off, our national media and digital businesses (which will comprise NMG SpinCo subsequent to the Spin-Off) will no longer operate as part of a larger Meredith that included the local media business. Accordingly, compared to Meredith prior to the Merger, NMG SpinCo will have less collateral to secure new financings, NMG SpinCo’s business will be less diversified, NMG SpinCo’s market capitalization will be smaller than that of Meredith, and NMG SpinCo’s ability to take advantage of economies of scale may be adversely impacted. For example, NMG SpinCo may experience an adverse impact on pricing for goods and services. There is a risk that NMG SpinCo may be more susceptible to market fluctuations and other adverse events than if it remained a part of the larger Meredith organizational structure.

Risks Relating to Business Operations

The COVID-19 pandemic has had and may continue to have an adverse impact on our business, financial condition, and results of operations. We have experienced challenges in connection with the COVID-19 pandemic including advertising cancellations and delays across our business as well as declines in our newsstand sales, resulting in an adverse impact on our revenues and results of operations. To protect the health and well-being of our employees, suppliers, and customers, we made substantial modifications to employee travel policies, implemented office closures as employees were advised to work from home, and canceled or shifted our marketing events to virtual-only.

The COVID-19 pandemic has impacted and may continue to impact our business operations, including our employees, customers, partners, and communities. There is substantial uncertainty as to the nature and degree of the continued effects of the pandemic over time. Our business, financial condition, operations, and prospects have been and may continue to be adversely affected by the COVID-19 pandemic, which has adversely impacted our advertising and marketing partners, consumers, and the markets in which we operate.

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While the potential future impact and duration of the COVID-19 pandemic on the global economy and our business, in particular, may be difficult to assess or predict, to date the pandemic has resulted in and may continue to result in significant disruption of aspects of our business. For example, we have experienced advertising cancellations and delays across our business as well as declines in our newsstand sales, resulting in an adverse impact on our revenues. In addition, we may experience unfavorable impacts on our operations as a result of COVID-19, including but not limited to:

significant reductions or volatility in demand for one or more of our products, which may be caused by, among other things: the temporary inability of consumers to purchase our products due to illness, quarantine, or other travel restrictions, or financial hardship, shifts in demand away from one or more of our products; if prolonged, such impacts may further increase the difficulty of planning for operations and may negatively impact our results;
significant reductions in the availability of one or more of our products as a result of retailers or shippers modifying restocking, fulfillment, and shipping practices;
failure of third parties on which we rely;
continued increases in commodity costs;
the inability of a significant portion of our workforce, including our management team, to work as a result of illness;
shifts and volatility in consumer spending and purchasing behaviors; and
reduced availability of credit or financing upon acceptable terms or at all.

As a result of the impact of the COVID-19 pandemic, we have paused our common and class B stock dividends and implemented a series of operational cost-control measures, including temporary reductions in Board of Director fees and employee and executive salaries which were lifted in early September 2020, and have taken steps to significantly reduce capital expenditures and optimize working capital. We may need to take further actions to ensure the continuity of our business. In addition, due to market volatility and material declines in equity prices, in fiscal 2020, we recorded material non-cash impairment charges related to certain indefinite-lived intangible assets, including goodwill, trademarks, and FCC broadcast licenses.

The duration and extent of the impact from the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of the virus, the emergence and spread of variants, infection rates in areas where we operate, the extent and effectiveness of containment actions, including the continued availability and effectiveness of vaccines in the markets where we operate, and the impact of these and other factors on our employees, customers, suppliers, distributors, and manufacturers. Should these conditions persist for a prolonged period, the COVID-19 pandemic, including any of the above factors and others that are currently unknown, could have a material adverse effect on our business, financial condition, and results of operations. The pandemic may also affect our business, operations, or financial condition in a manner that is not presently known to us or that we currently do not consider to present significant risks. The impact of the COVID-19 pandemic may also exacerbate other risks discussed in this Item 1A, Risk Factors, any of which could have a material effect on us.

Advertising related revenues represent the largest portion of our revenues, and advertising demand may fluctuate from period to period. In fiscal 2021, 51 percent of our revenues were derived from advertising related sources. Advertising related revenues constitute 48 percent of our national media revenues and 59 percent of our local media revenues. Demand for advertising is highly dependent upon the strength of the U.S. economy. During an economic downturn, demand for advertising may decrease. Since the outbreak of COVID-19, some of our advertising and marketing partners have faced tremendous challenges, which has impacted Meredith. As a result, during the fourth quarter of fiscal 2020, Meredith saw cancellations and delays in advertising campaigns, with significant declines in local television non-political advertising, digital advertising, and print advertising revenues. While digital advertising strengthened in fiscal 2021, we continued to see an adverse impact on print and local television non-political advertising into fiscal 2021. While we are not able to estimate the continued impact of the COVID-19 pandemic on revenues, we may continue to see an adverse impact on print advertising and do not know when or if it will improve. In addition, political advertising revenues are cyclical in that they are significantly
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greater during biennial election campaigns (which take place primarily in odd-numbered fiscal years) than at other times. The growth in alternative forms of media, particularly digital platforms, has increased the competition for advertising dollars, which could, in turn, reduce expenditures for magazine and television advertising or suppress advertising rates.

Circulation revenues represent a significant portion of our revenues. Magazine circulation is another significant source of revenue, representing 24 percent of total revenues and 35 percent of national media revenues in fiscal 2021. Preserving the number of copies sold is critical for maintaining advertising sales. Magazines face increasing competition from alternative forms of media and entertainment. As a result, sales of magazines through subscriptions and at the newsstand could decline. As publishers compete for subscribers, subscription prices could decrease and marketing expenditures may increase. Shelter-in-place and business closing orders related to COVID-19 as well as significant declines in travel impacted Meredith particularly in the first half of fiscal 2021. As a result, Meredith saw reductions in newsstand sales. While the Company is not able to estimate the ongoing impact of the COVID-19 pandemic on newsstand revenues, we may experience further declines in newsstand sales.

Technology in the media industry continues to evolve rapidly. Advances in technology have led to an increasing number of alternative methods for the delivery of content and have driven consumer demand and expectations in unanticipated directions. If we are unable to exploit new and existing technologies to distinguish our products and services from those of our competitors or adapt to new distribution methods that provide optimal user experiences, our business, financial condition, and prospects may be adversely affected. Technology developments also pose other challenges that could adversely affect our revenues and competitive position. New delivery platforms may lead to pricing restrictions, the loss of distribution control, and the loss of a direct relationship with consumers. For example, the largest broadcast television national networks have brought a copyright infringement lawsuit against Locast, an entity that claims to be a non-profit and claims to have found a loophole allowing for uncompensated online streaming of copyrighted television content. We may also be adversely affected if the use of technology developed to block the display of advertising on websites proliferates. In addition, technologies such as subscription streaming media services and video are increasing competition for household audiences and advertisers. This competition may make it difficult for us to grow or maintain our broadcasting and print revenues, which we believe may challenge us to expand the contribution of our digital businesses.

Our websites and internal networks may be vulnerable to unauthorized persons accessing our systems, which could disrupt our operations. The Company uses computers and other technology in substantially all aspects of our business operations, and our revenues are increasingly dependent on digital products. Such increases expose us to potential cyber incidents resulting from deliberate attacks or unintentional events. Our website activities involve the storage and transmission of proprietary information, which we strive to protect from unauthorized access. However, it is possible that unauthorized persons may be able to circumvent our protections and misappropriate proprietary information, corrupt data, or cause interruptions or malfunctions in our digital operations. The results of these incidents could include, but are not limited to, business interruption, public disclosure of nonpublic information, decreased advertising revenues, misstated financial data, liability for stolen assets or information, increased cybersecurity protection costs, litigation, financial consequences, and reputational damage adversely affecting customer or investor confidence, any or all of which could adversely affect our business. We invest in security resources and technology to protect our data and business processes against risk of data security breaches and cyber-attack, but the techniques used to attempt attacks are continually changing. A breach or successful attack could have a negative impact on our operations or business reputation.

Evolving privacy and information security laws and regulations may impair our ability to market to consumers. Meredith’s consumer database includes first-party data that is used to market our products to our customers. In select circumstances, we share this first-party data with advertising and marketing clients and partners. As public awareness increases and shifts to data gathering and usage, privacy rights, and data protection, new laws and regulations may be passed or existing laws and regulations may be amended in ways that would limit our collection and use of certain categories of data. The United States Congress, the Federal Trade Commission, and state attorneys general continue to initiate investigations into the collection and use of consumer data, often with a focus on the advertising industry. These investigations could lead to new transparency requirements, consumer
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controls, and other restrictions, and require ongoing review of new technologies and methods for delivering content and advertising to ensure that all new products and advertising services comply with all of the regulatory requirements imposed at the state, federal, and international level. In addition to the changing regulatory landscape, new privacy controls implemented by platforms such as Facebook, Google, and Apple will limit our ability to access and use data from consumers through those platforms, which we rely on for digital advertising and marketing.

Currently, we must comply with increasingly complex and rigorous, and sometimes conflicting, regulatory standards enacted to protect business and personal data in the U.S., Europe, and elsewhere. For example, the European Union (E.U.) adopted the General Data Protection Regulation (the GDPR), which became effective on May 25, 2018; and California passed the California Consumer Privacy Act (the CCPA), which became effective on January 1, 2020. These laws impose additional obligations on companies regarding the handling of personal data and provide certain individual privacy rights to persons whose data is processed.

The GDPR establishes requirements applicable to the processing of personal data, affords new data protection rights to individuals (e.g., the right to erasure of personal data), and imposes penalties for serious data breaches. Individuals also have a right to compensation under GDPR for financial or non-financial losses. Additionally, Brexit took effect in January 2020, which will lead to further legislative and regulatory changes. While the Data Protection Act of 2018, that “implements” and complements the GDPR achieved Royal Assent on May 23, 2018, and is now effective in the United Kingdom (U.K.), it is still unclear whether transfer of data from the European Economic Area (EEA) to the U.K. will remain lawful in the long term under GDPR. With the expiry of the transition period on December 31, 2020, companies will have to comply with the GDPR and the GDPR as incorporated into U.K. national law, which has the ability to separately fine up to the greater of £17.5 million or 4 percent of global turnover.

If we do not comply with our obligations under the GDPR, we could be exposed to fines and penalties, which under the GDPR could be as high as the greater of €20 million or 4 percent of our total global annual revenue in the event of a significant breach. In addition, we may be the subject of litigation or adverse publicity, which could negatively affect our business, financial condition, and results of operations. Similarly, the CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase data breach litigation.

Additionally, legal challenges in Europe to the mechanisms allowing companies to transfer personal data from the EEA to the U.S. could result in further limitations on the ability to transfer personal data across borders, particularly if governments are unable or unwilling to reach new or maintain existing agreements that support cross-border data transfers. Specifically, on July 16, 2020, the Court of Justice of the E.U. invalidated Decision 2016/1250 on the adequacy of the protection provided by the EU-U.S. Privacy Shield Framework. We are certified under the EU-U.S. Privacy Shield Framework but will not be able to rely on it in the future, which could increase our costs and limit our ability to process personal data from the E.U. The same decision also casts doubt on the ability to use one of the primary alternatives to the Privacy Shield, namely, the European Commission’s Standard Contractual Clauses, to lawfully transfer personal data from Europe to the U.S. and most other countries. At present, there are few, if any, viable alternatives to the Privacy Shield and the Standard Contractual Clauses. On June 28, 2021, the European Commission announced a decision of “adequacy” concluding that the U.K. ensures an equivalent level of data protection to the GDPR, which provides some relief regarding the legality of continued personal data flows from the EEA to the U.K. Some uncertainty remains, however, as this adequacy determination must be renewed after four years and may be modified or revoked in the interim. We cannot fully predict how the Data Protection Act, the U.K. GDPR, and other U.K. data protection laws or regulations may develop in the medium to longer term nor the effects of divergent laws and guidance regarding how data transfers to and from the U.K. will be regulated.

In the U.S., California voters approved a new privacy law, the California Privacy Rights Act (CPRA) in the November 3, 2020 election. Effective starting on January 1, 2023, the CPRA will significantly modify the CCPA, including by expanding consumers’ rights with respect to certain sensitive personal information. The CPRA also creates a new state agency that will be vested with authority to implement and enforce the CCPA and the CPRA. New legislation proposed or enacted in various other states will continue to shape the data privacy environment
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nationally beyond the CCPA and CPRA. For example, on March 2, 2021, Virginia enacted the Virginia Consumer Data Protection Act, or CDPA, which becomes effective on January 1, 2023, and on June 8, 2021, Colorado enacted the Colorado Privacy Act, or CPA, which takes effect on July 1, 2023. The CPA and CDPA are similar to the CCPA and CPRA, but aspects of these state privacy statutes remain unclear, resulting in further legal uncertainty and potentially requiring us to modify our data practices and policies and to incur substantial additional costs and expenses in an effort to comply. Complying with the GDPR, CCPA, CPRA, CDPA, CPA, or other laws, regulations, amendments to, or re-interpretations of existing laws and regulations, and contractual or other obligations relating to privacy, data protection, data transfers, data localization, or information security may require us to make changes to our services to enable us or our customers to meet new legal requirements, incur substantial operational costs, modify our data practices and policies, and restrict our business operations. Any actual or perceived failure by us to comply with these laws, regulations, or other obligations may lead to significant fines, penalties, regulatory investigations, lawsuits, significant costs for remediation, damage to our reputation, or other liabilities.

Compliance with existing, proposed, and recently enacted laws (including implementation of the privacy and process enhancements called for under GDPR and CCPA) and regulations can be costly and time consuming, and any failure to comply with these regulatory standards could subject us to legal and reputational risks. In addition, all 50 states have security breach notification laws that generally require a business to give notice to consumers and (in some cases) government agencies when certain information has been accessed or acquired by an unauthorized party due to a security breach.

Misuse of or failure to secure personal information could result in violation of data privacy laws and regulations, proceedings against the Company by governmental entities or others, imposition of fines by governmental authorities, and damage to our reputation and credibility and could have a negative impact on revenues and profits.

World events may result in unexpected adverse operating results. Our results have been and in the future could again be affected adversely by world events such as wars, political unrest, acts of terrorism, pandemics, and natural disasters, as well as by adverse economic conditions such as prolonged economic downturn, lack of liquidity in the capital markets, or increased inflation. In particular, such events can result in significant declines in advertising revenues in our local media segment as the stations will not broadcast or will limit broadcasting of commercials during times of crisis. In addition, our stations may have higher newsgathering costs related to coverage of the events.

Our local media operations are subject to FCC regulation. Our broadcasting stations operate under licenses granted by the FCC. The FCC regulates many aspects of television station operations, including employment practices, political advertising, indecency and obscenity, programming, signal carriage, and various other technical matters. Violations of these regulations could result in penalties and fines. Changes in these regulations could impact the results of our operations. The FCC also regulates the ownership of television stations. Changes in the ownership rules could adversely affect our ability to consummate future transactions or may favor our competitors. Details regarding regulation and its impact on our local media operations are provided in Item 1-Business beginning on page 10.

Loss of or changes in affiliation agreements could adversely affect operating results for our local media segment. Further, our retransmission consent revenue may be adversely affected by renewals of retransmission consent agreements or by declines in the number of subscribers to multichannel video programming distributor (MVPD) services. Due to the quality of the programming provided by the networks, stations that are affiliated with a network generally have higher ratings than unaffiliated independent stations in the same market. As a result, it is important for stations to maintain their network affiliations. Most of our stations have network affiliation agreements. Seven are affiliated with CBS, five with FOX, two with MyNetworkTV, one with NBC, and one with ABC. These television networks produce and distribute programming in exchange for each of our stations’ commitment to air the programming at specified times and for commercial announcement time during the programming. We also make cash payments to the networks. These payments are, in essence, a portion of the retransmission consent fees that Meredith receives from cable, satellite, and telecommunications service providers,
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which pay Meredith to carry our television programming in our markets. These network relationships may also include terms regarding over-the-top distribution. The non-renewal or termination of any of our network affiliation agreements would prevent us from being able to carry programming of the affiliate network. This loss of programming would require us to obtain replacement programming, which may involve higher costs and/or which may not be as attractive to our audiences, resulting in reduced revenues.

Furthermore, the loss of or material reduction in retransmission consent revenues or further change in the current retransmission consent regulations could adversely affect the economics of our relationship with the applicable network(s), advertising revenues, and our local brands. Specifically, our retransmission consent revenue may be adversely affected by renewals, non-renewals, or renewals on less favorable terms of retransmission consent agreements, declines in the number of subscribers to MVPD services, or by new technologies for the distribution of video programming. In recent years, the number of subscribers to MVPD services has declined as the growth of direct internet streaming of video programming to televisions and mobile devices has led consumers to discontinue their cable or satellite service subscriptions. As most retransmission consent agreements include payment terms by subscriber numbers, reductions in the number of MVPD subscribers reduces the revenue we earn under our retransmission agreements.

If renewed, our network affiliation agreements and our retransmission agreements may be renewed on terms that are less favorable to us. Our FOX affiliation agreements expire in July 2022. Our MyNetworkTV affiliation agreements expire in September 2022. Our NBC affiliation agreement expires in December 2021 and our ABC affiliation agreement expires in August 2023. Our CBS affiliation agreements expire in July 2023.

Client relationships are important to our brand licensing and consumer relationship marketing businesses. Our ability to maintain existing client relationships and generate new clients depends significantly on the quality of our products and services, our reputation, and the continuity of Company and client personnel. Dissatisfaction with our products and services, damage to our reputation, or changes in key personnel could result in a loss of business.

Increases in paper and postage prices, which are difficult to predict and control, could adversely affect our results of operations. Paper and postage represent significant components of our total cost to produce, distribute, and market our printed products. In fiscal 2021, these expenses accounted for 17 percent of national media’s operating costs. Paper is a commodity and its price can be subject to significant volatility. All our paper supply contracts currently provide for price adjustments based on prevailing market prices; however, we historically have been able to realize favorable paper pricing through volume discounts. The USPS distributes substantially all our subscription magazines and many of our marketing materials. Postal rates are dependent on the operating efficiency of the USPS and on legislative mandates imposed upon the USPS. Although we work with others in the industry and through trade organizations to encourage the USPS to implement efficiencies that will minimize rate increases, we cannot predict with certainty the magnitude of future price changes for paper and postage. Further, we may not be able to pass such increases on to our customers.

We are currently reliant on a single supplier for printing of our magazines. All our magazine printing is performed by the only domestic supplier capable of producing the entirety of our work. Failure by such supplier to provide printing services to us, or any disruption in such services, may adversely impact our business. We may incur increased business disruption risk due to the dependence on a single supplier. If this supplier experienced business difficulties or failed to meet our printing needs, then we may be unable to satisfy customer product demands, lose revenues, and be unable to maintain customer relationships. Longer production lead times and increased paper and postage costs may result if there is a need to move the printing to multiple other suppliers. Without such single supplier continuing to print our magazines, we may have no other means of producing our magazines until we are able to secure printing capabilities at multiple other facilities. This transition could be costly and time consuming.

Acquisitions pose inherent financial and other risks and challenges. As a part of our strategic plan, we have acquired businesses and we expect to continue acquiring businesses in the future. These acquisitions can involve a number of risks and challenges, any of which could cause significant operating inefficiencies and adversely affect
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our growth and profitability. Such risks and challenges include underperformance relative to our expectations and the price paid for the acquisition; unanticipated demands on our management and operational resources; difficulty in integrating personnel, operations, and systems; retention of customers of the combined businesses; assumption of contingent liabilities; and acquisition-related earnings charges. If our acquisitions are not successful, we may record impairment charges. Our ability to continue to make acquisitions will depend upon our success at identifying suitable targets, which requires substantial judgment in assessing their values, strengths, weaknesses, liabilities, and potential profitability, as well as the availability of suitable candidates at acceptable prices and whether restrictions are imposed by regulations. Moreover, competition for certain types of acquisitions is significant, particularly in the fields of broadcast stations and digital media. Even if successfully negotiated, closed, and integrated, certain acquisitions may not advance our business strategy and may fall short of expected return on investment targets.

Impairment of goodwill and intangible assets is possible, depending upon future operating results and the value of the Company’s stock. Although the Company wrote down its goodwill and intangible assets by $301.4 million in fiscal 2020 and $41.8 million in fiscal 2019, further impairment charges are possible. We test our goodwill and indefinite-lived intangible assets for impairment during the fourth quarter of every fiscal year and on an interim basis if indicators of impairment exist. Factors that influence the evaluation include, among many things, the Company’s stock price and expected future operating results. If the carrying value of a reporting unit or an intangible asset is no longer deemed to be recoverable, a potentially material non-cash impairment charge could be incurred. At June 30, 2021, goodwill and intangible assets totaled $3.3 billion, or 59 percent of Meredith’s total assets, with $2.5 billion in the national media segment and $0.8 billion in the local media segment. The review of goodwill is performed at the reporting unit level. The Company has two reporting units – national media and local media. Changes in key assumptions about the economy or business prospects used to estimate fair value or other changes in market conditions could result in additional impairment charges. Although these charges would be non-cash in nature and would not affect the Company’s operations or cash flow, they would reduce stockholders’ equity and reported results of operations in the period charged. Additionally, as goodwill and intangible assets of the national media reporting unit were written down to their estimated fair values as of March 31, 2020, those amounts are more susceptible to risk of impairment if business operating results or macroeconomic conditions deteriorate.

Failure to maintain effective internal control over financial reporting could have a material adverse effect on the Company’s business, results of operations, financial condition, and/or cash flows. Maintaining effective disclosure controls and procedures and effective internal control over financial reporting are necessary for us to produce reliable consolidated financial statements. The Company cannot provide assurances that material weaknesses or significant deficiencies will not occur in the future and that it will be able to remediate such weaknesses or deficiencies in a timely manner, which could have a material adverse effect on the Company’s business, prospects, results of operations, financial condition, and/or cash flows. The development of material weaknesses in our internal control over financial reporting could result in material misstatements in our consolidated financial statements and cause us to fail to meet our reporting and financial obligations, which in turn could have a material adverse effect on our financial condition and the trading price of our common stock, and/or result in litigation against us. In addition, those controls and procedures may not be adequate to prevent or identify irregularities or facilitate the fair presentation of our consolidated financial statements or our periodic reports filed with the SEC.

Adverse litigation judgments or settlements resulting from legal proceedings in which we are currently and, in the future, may be involved could expose us to monetary damages or limit our ability to operate our business. We are currently involved in and may in the future become involved in private actions, collective actions, investigations, and various other legal proceedings by clients, employees, suppliers, competitors, government agencies, or others. For example, on September 6, 2019, a shareholder filed a putative class action lawsuit in the U.S. District Court for the Southern District of New York against the Company, its Chief Executive Officer, and its Chief Financial Officer, seeking to represent a class of shareholders who acquired securities of the Company between May 10, 2018, and September 4, 2019 (the New York Action). On September 12, 2019, a shareholder filed a putative class action lawsuit in the U.S. District Court for the Southern District of Iowa against the Company, its Chief Executive Officer, its Chief Financial Officer, and its Chairman of the Board seeking to represent a class of shareholders who acquired securities of the Company between January 31, 2018, and September 5, 2019 (the Iowa
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Action). Both complaints allege that the defendants made materially false and/or misleading statements and failed to disclose material adverse facts about the Company’s business, operations, and prospects. Both complaints assert claims under the federal securities laws and seek unspecified monetary damages and other relief. On November 12, 2019, the plaintiff shareholder withdrew the New York Action, and the action has been dismissed. On November 25, 2019, the City of Plantation Police Officers Pension Fund was appointed to serve as lead plaintiff in the Iowa Action. On March 9, 2020, the lead plaintiff filed an amended complaint in the Iowa Action, now seeking to represent a class of shareholders who acquired securities of the Company between January 31, 2018, and September 30, 2019. The defendants intend to vigorously oppose the Iowa Action. On June 22, 2020, the defendants filed a motion to dismiss the Iowa Action. On October 28, 2020, a U.S. District Judge granted defendants’ motion to dismiss, dismissing the Iowa Action with prejudice at plaintiffs’ cost due to plaintiffs’ failure to satisfy applicable pleading requirements. Specifically, the court held that plaintiffs had failed to plead any actionable misstatement or omission, scienter, or loss causation. On November 23, 2020, the lead plaintiff filed a notice of appeal of the District Court’s dismissal. The parties have completed briefing in the Eighth Circuit Court of Appeals, and it appears likely we will receive a decision on the appeal sometime in late 2021 or 2022. The results of any such litigation, including the aforementioned class action lawsuits, investigations, and other legal proceedings are inherently unpredictable and expensive. Any claims against us, whether meritorious or not, could be time consuming, result in costly litigation, damage our reputation, require significant amounts of management time, and divert significant resources. If any of these legal proceedings were to be determined adversely to us, or we were to enter into a settlement arrangement, we could be exposed to monetary damages or limits on our ability to operate our business, which could have an adverse effect on our business, financial condition, and operating results.

We have two classes of stock outstanding with different voting rights. We have two classes of stock outstanding: common stock and class B stock. Holders of common stock are entitled to one vote per share and account for 45 percent of the voting power. Holders of class B stock are entitled to ten votes per share and account for the remaining 55 percent of the voting power. There are restrictions on who can own class B stock. Members of Meredith’s founding family hold the majority of class B shares. Control by a limited number of holders may make the Company a less attractive takeover target, which could adversely affect the market price of our common stock. This voting control also prevents other shareholders from exercising significant influence over certain of the Company’s business decisions.

Adverse changes in the equity markets or interest rates, changes in actuarial assumptions, and legislative or other regulatory actions could substantially increase our U.K. pension costs and could result in a material adverse effect on our business, financial condition, and results of operations. The Company sponsors the IPC Media Pension Scheme (the IPC Plan), a U.K. defined benefit pension plan that is closed both to new participants and to the future accrual of additional benefits for current participants. The majority of pensions in payment and deferred pensions in excess of any guaranteed minimum pension are increased annually in line with the increase in the retail price index up to a maximum of 5 percent.

The most recent triennial valuation of the IPC Plan under U.K. pension regulations was completed as of April 5, 2018. Under the assumptions used in such valuation, which are more conservative than the assumptions used to determine a pension plan’s funded status in accordance with accounting principles generally accepted in the U.S. (U.S. GAAP), the IPC Plan was deemed to be underfunded at that time by approximately £59 million.

Under the current deed of guarantee, the Company would be obligated to fund the IPC Plan’s “buyout deficit” (i.e., the amount that would be needed to purchase annuities to discharge the benefits under the plan) under certain circumstances. Specifically, the Company would be required to deposit the buyout deficit into escrow if its debt in excess of $50 million were not to be paid when due or were to come due prior to its stated maturity as a result of a default (a Major Debt Acceleration) or if a Covenant Breach were to occur (as described below). The Company would be permitted to recoup the escrowed funds under certain circumstances. However, if the Company, as the sponsor, was to become insolvent, or if a Major Debt Acceleration were to occur (without being promptly cured), any escrowed funds would be immediately contributed into the IPC Plan, and the Company would be obligated to immediately contribute into the IPC Plan any shortfall in the buyout deficit amount.

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In connection with the completion of the sale of all issued shares of Time Inc. (UK) Ltd (TIUK) on March 15, 2018, and the substitution of another U.K. subsidiary of the Company as the sole sponsor under the IPC Plan, the deed of guarantee was amended to remove requirements to deposit the buyout deficit as a result of certain credit rating triggers. At the same time, the Company agreed that the same subsidiaries of the Company that guarantee the Company’s initial $1.4 billion aggregate principal amount of 6.875 percent unsecured senior notes (2026 Unsecured Senior Notes) would guarantee the obligations of the Company under the IPC Plan on a pari passu basis with the obligations under the 2026 Unsecured Senior Notes. In addition, the Company agreed to incorporate the terms of certain covenants under the indenture governing the 2026 Unsecured Senior Notes into the amended deed of guarantee effective as of March 15, 2018. If a breach of such covenants by the Company or the subsidiary guarantors occurs (after certain notice and cure periods) (a Covenant Breach), the Company would be required to deposit the buyout deficit (less the amount of certain types of security in favor of the IPC Plan, currently provided in the form of a surety bond) into escrow as described above.

If the Company had been required to fund the buyout deficit on June 30, 2021, the amount would have been approximately £77 million. The amount of the buyout deficit changes daily and is determined by many factors, including changes in the fair value of the IPC Plan assets and liabilities and interest rates.

It is possible that, following future valuations of the IPC Plan’s assets and liabilities or following future discussions with the IPC Plan trustee, the annual funding obligation and/or the arrangements to ensure adequate funding for the IPC Plan will change. The future valuations under the IPC Plan can be affected by a number of assumptions and factors, including legislative changes; assumptions regarding interest rates, currency rates, inflation, mortality, and retirement rates; the investment strategy and performance of the IPC Plan assets; and (in certain limited circumstances) actions by the U.K. Pensions Regulator. Volatile economic conditions could increase the risk that the funding requirements increase following the next triennial valuation. The U.K. Pensions Regulator also has powers under the Pensions Act 2004 to impose a contribution notice or a financial support direction on the Company (and other persons connected with the Company or the U.K. subsidiary which sponsors the IPC Plan) if, in the case of a contribution notice, the U.K. Pensions Regulator reasonably believes such person has been party to an act, or deliberate failure to act, intended to avoid pension liabilities or that is materially detrimental to the pension plan, or, in the case of a financial support direction, if a plan employer is a service company or insufficiently resourced and the Pensions Regulator considers it is reasonable to act against such a person. A significant increase in the funding requirements for the IPC Plan or in the calculated “self-sufficiency deficit” or the calculated “risk-free self-sufficiency deficit” could result in a material adverse effect on its business, financial condition, and results of operations.

Risks Relating to Indebtedness

Our level of indebtedness and our ability to incur significant additional indebtedness could adversely affect our business, financial condition, and results of operations. Our level of indebtedness could have important consequences. For example, it could:

increase our vulnerability to general adverse economic and industry conditions;
limit our ability to obtain additional financing to fund future working capital, capital expenditures, and other general corporate requirements or to carry out other aspects of our business;
increase our cost of borrowing;
make it more difficult for us to satisfy our obligations with respect to our debt;
require us to dedicate a substantial portion of our cash flow from operations to payments on indebtedness, thereby reducing the availability of such cash flow to fund working capital, capital expenditures, and other general corporate requirements or to carry out other aspects of our business;
limit our ability to make material acquisitions or take advantage of business opportunities that may arise;
expose us to fluctuations in interest rates, to the extent our borrowings bear variable rates of interest;
limit our flexibility in planning for, or reacting to, changes in our business and industry;
limit our ability to pay dividends;
place us at a potential disadvantage compared to our competitors that have less debt; and
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affect our credit ratings.

Our ability to make scheduled payments on and to refinance our indebtedness will depend on and be subject to our future financial and operating performance, which in turn is affected by general economic, financial, competitive, business, and other factors beyond our control, including the availability of financing in the banking and capital markets. Our business may fail to generate sufficient cash flow from operations or borrow funds in an amount sufficient to enable us to make payments on our debt, to refinance our debt, or to fund our other liquidity needs. If we were unable to make payments on or refinance our debt or obtain new financing under these circumstances, we would have to consider other options, such as asset sales, equity issuances, or negotiations with our lenders to restructure the applicable debt. The terms of our debt agreements and market or business conditions may limit our ability to take some or all of these actions. In addition, if we incur additional debt, the related risks described above could be exacerbated.

Our indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly or could prevent us from taking advantage of lower rates. A portion of our indebtedness consists of term loans and revolving credit facility borrowings with variable rates of interest that expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed remains the same, and our net earnings and cash flows will correspondingly decrease. Even if we enter into interest rate swaps in the future to reduce future interest rate volatility, we may not elect to maintain such interest rate swaps with respect to any of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk. In addition, we have significant fixed-rate indebtedness that includes prepayment penalties, which could prevent us from taking advantage of any future decrease in interest rates that may otherwise be applicable to us.

To service our indebtedness, we will require a significant amount of cash and our ability to generate cash depends on many factors beyond our control. Our ability to make cash payments on and to refinance our indebtedness and to fund planned capital expenditures will depend on our ability to generate significant operating cash flow in the future. Our ability to generate such cash flow is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control.

Our business may not generate cash flow from operations in an amount sufficient to enable us to pay the principal, premium, if any, and interest on our indebtedness, or to fund our other liquidity needs. If we cannot service our indebtedness, we may have to take actions such as refinancing or restructuring our indebtedness, selling assets, issuing equity, or reducing or delaying capital expenditures, strategic acquisitions, and investments. These actions, if necessary, may not be effected on commercially reasonable terms or at all. Our ability to refinance or restructure our debt will depend on the condition of the capital markets and our financial condition at the applicable time. Any refinancing of our debt, if we are able to refinance our debt at all, could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. Further, the credit agreement that governs the senior credit facilities, the indenture governing our initial $300.0 million aggregate principal amount of 6.500 percent secured senior notes (2025 Secured Senior Notes), and the indenture governing the 2026 Unsecured Senior Notes (collectively the Senior Notes) restricts our ability to undertake, or use the proceeds from, such measures.

Our ability to repay our indebtedness is largely dependent on the generation of cash flow by our operating subsidiaries and our operating subsidiaries’ ability to make cash available to us by dividend, intercompany loans, advances, and other transactions, or otherwise. Our subsidiaries may not be able to or may not be permitted to transfer cash to us to enable us to make payments in respect of our indebtedness. Each of our subsidiaries is a distinct legal entity and, under certain circumstances, legal and contractual restrictions, as well as the financial condition and operating requirements of our subsidiaries, may limit our ability to obtain cash from our subsidiaries.

Covenants under the indentures governing our Senior Notes and our credit agreement may restrict our business and operations in many ways, and if we do not effectively manage our covenants, our financial conditions and results of operations could be adversely affected. The indentures governing our Senior Notes and
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our credit agreement impose various covenants that limit our ability and/or our restricted subsidiaries’ ability to, among other things:

pay dividends or distributions, repurchase equity, prepay, redeem or repurchase certain debt, and make certain investments;
incur additional debt and issue certain preferred stock;
provide guarantees in respect of obligations of other persons;
incur liens on assets;
engage in certain asset sales, including capital stock of our subsidiaries;
merge, consolidate with, or sell all or substantially all our assets to another person;
enter into transactions with affiliates;
enter into agreements that restrict distributions from our subsidiaries;
designate subsidiaries as unrestricted subsidiaries; and
prohibit certain restrictions on the ability of restricted subsidiaries to pay dividends or make other payments to us.

These covenants may:

limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, or other general business purposes;
limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions, or other general business purposes;
require us to use a substantial portion of our cash flow from operations to make debt service payments;
limit our flexibility to plan for, or react to, changes in our business and industry;
place us at a competitive disadvantage compared to less leveraged competitors; and
increase our vulnerability to the impact of adverse economic and industry conditions.

If we are unable to successfully manage the limitations and decreased flexibility on our business due to our significant debt obligations, we may not be able to capitalize on strategic opportunities or grow our business to the extent we would be able to without these limitations.

Our failure to comply with any of the covenants could result in a default under the credit agreement or the indentures governing the Senior Notes, which could permit the administrative agent or the trustee, as applicable, or permit the lenders or the holders of the Senior Notes to cause the administrative agent or the trustee, as applicable, to declare all or part of any of our outstanding senior secured term loans or revolving loans or the Senior Notes to be immediately due and payable or to exercise any remedies provided to the administrative agent or the trustee, including, in the case of the credit agreement and the 2025 Secured Senior Notes, proceeding against the collateral granted to secure our obligations under the credit agreement and the 2025 Secured Senior Notes. An event of default under the credit agreement or the indentures governing the Senior Notes could also lead to an event of default under the terms of certain of our other agreements. Any such event of default or any exercise of rights and remedies by our creditors could seriously harm our business.

Discontinuation, reform, or replacement of LIBOR may adversely affect our variable rate debt. A substantial portion of our long-term indebtedness bears interest at fluctuating interest rates based on the London Interbank Offered Rate for deposits of U.S dollars (LIBOR). LIBOR tends to fluctuate based on general interest rates, rates set by the U.S. Federal Reserve Board and other central banks, the supply of and demand for credit in the London interbank market, and general economic conditions. In July 2017, the United Kingdom Financial Conduct Authority (the authority that regulates LIBOR) announced that it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. It is unclear whether new methods of calculating LIBOR will be established such that it continues to exist after 2021. The U.S. Federal Reserve Board, in conjunction with the Alternative Reference Rates Committee, is considering replacing U.S. dollar LIBOR with a newly created index, calculated with a broad set of short-term repurchase agreements backed by treasury securities. It is not possible to predict the effect of these changes, other reforms, or the establishment of alternative reference rates in the U.S. or elsewhere. To the extent
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these interest rates increase, our interest expense will increase, in which event we may have difficulties making interest payments and funding our other fixed costs, and our available cash flow for general corporate requirements may be adversely affected.

Risks Relating to Income Taxes

We may have exposure to additional tax liabilities. Our Company is subject to income taxes as well as non-income taxes, in both the U.S. and various foreign jurisdictions. Significant uncertainties exist with respect to the amount of our tax liabilities, including those arising from potential changes in laws in the countries in which we have a presence and the possibility of adverse determinations with respect to the application of existing laws. Many judgments are required in determining our provision for income taxes and other tax liabilities, and we are regularly under audit by tax authorities, which often do not agree with positions taken by us on our tax returns. Any unfavorable resolution of these uncertainties may have a significant adverse impact on our tax rate.

Increasingly, countries around the world are actively considering or have enacted changes in relevant tax, accounting, and other laws, regulations, and interpretations. In particular, the U.S. Tax Cuts and Jobs Act of 2017 (the Tax Act) significantly changed how corporations are taxed in the U.S., which has an ongoing impact on our provision for income taxes. While the Company’s accounting for the effects of the Tax Act was completed in fiscal 2019, and the Company believes those effects have been appropriately recorded, various interpretive issues remain with respect to the Tax Act and additional regulatory guidance may be issued. Certain aspects of the Tax Act have been modified by subsequent legislation, such as the Coronavirus Aid, Relief, and Economic Security Act (CARES Act).

The uncertainty in the application of the Tax Act and the CARES Act to our ongoing operations, potential future increases in capital gains tax rates, as well as possible adverse future law changes attributable to changes in the U.S. political landscape, create the potential for added volatility in our quarterly provision for income taxes and could have an adverse impact on our future tax rate. Various legislative proposals would partially or wholly reverse beneficial features of the Tax Act, such as by raising the U.S. corporate tax rate and increasing the tax on non-U.S. income. Increased federal and state fiscal spending to fund COVID-19 relief measures, coupled with a drop in tax revenue from pandemic-related reductions in economic activity, may add to the pressure to raise more tax revenue from federal and state corporate income and other taxes or to enact new types of taxes on businesses and their customers.

The Time business could have an indemnification obligation to Time Warner, which could materially adversely affect our financial condition. The complete legal and structural separation of Time Warner Inc.’s (Time Warner) magazine publishing and related business from Time Warner (the Time Spin-Off) was completed by way of a pro rata dividend of Time Inc. shares held by Time Warner to its stockholders as of May 23, 2014, based on a distribution ratio of one share of Time Inc. common stock for every eight shares of Time Warner common stock held (the Distribution). If, due to any of Time Inc.’s representations being untrue or Time Inc.’s covenants being breached, it was determined that the Distribution did not qualify for non-recognition of gain and loss under Section 355 of the Internal Revenue Code, or that an excess loss account existed at the date of the Time Spin-Off, Time Inc. could be required to indemnify Time Warner for the resulting taxes and related expenses. Any such indemnification obligation could materially adversely affect our financial condition.

The preceding risk factors should not be construed as a complete list of factors that
may affect our future operations and financial results.



28


ITEM 1B. UNRESOLVED STAFF COMMENTS


None.



ITEM 2. PROPERTIES

The Company owns its headquarters located at 1716 and 1615 Locust Street (“Des Moines Campus”) in Des Moines, Iowa, and is the sole occupant of the Des Moines Campus. The Company also leases property in New York, New York, and believes these facilities, together with our other locations, are sufficient to meet our current and expected future requirements. As a result of dispositions and cost-reduction initiatives, we have vacant leased space, including two floors at our location in New York, New York. The vacant space is presently held with the intent to sublease for the remainder of the lease term.


ITEM 3. LEGAL PROCEEDINGS

See the discussion of legal proceedings contained under the Legal Proceedings heading of Note 11 of the Notes to Consolidated Financial Statements (Part II, Item 8 of this report).


ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.



 
PART II
 



ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES


MARKET INFORMATION, DIVIDENDS, AND HOLDERS

Meredith stock became publicly traded in 1946. The principal market for trading Meredith’s common stock is the New York Stock Exchange (trading symbol MDP). There is no separate public trading market for Meredith’s class B stock, which is convertible share for share at any time into common stock. Holders of both classes of stock receive equal dividends per share.

As a result of operating performance being impacted by the COVID-19 pandemic, debt agreement covenant compliance, and liquidity considerations, the Board of Directors paused dividend payments on the Company’s common and class B stock after the March 13, 2020, payment. The Board remains committed to resuming the dividend in the future when circumstances permit. Prior to June 2020, quarterly dividends had been paid continuously since 1947.

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On August 31, 2021, there were approximately 780 holders of record of the Company’s common stock and 435 holders of record of class B stock.


COMPARISON OF SHAREHOLDER RETURN

The following graph compares the performance of the Company’s common stock during the period July 1, 2016, to June 30, 2021, with the Standard and Poor’s (S&P) SmallCap 600 Index and the Dow Jones US Media Index.

The graph depicts the results for investing $100 in the Company’s common stock, the S&P SmallCap 600 Index and the Dow Jones US Media Index, assuming dividends were reinvested.

mdp-20210630_g2.jpg


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ISSUER PURCHASES OF EQUITY SECURITIES

The following table sets forth information with respect to the Company’s repurchases of common stock during the quarter ended June 30, 2021.

Period
(a)
Total number
of shares
purchased 1, 2
(b)
Average price
paid
per share
(c)
Total number of shares
purchased as part of
publicly announced
programs
(d)
Approximate dollar value of shares
 that may yet be
purchased under the
programs
(in millions)
April 1 to
April 30, 2021
— $— — $45.5 
May 1 to
May 31, 2021
— — — 45.5 
June 1 to
June 30, 2021
42,257 39.90 2,538 45.4 
Total42,257 2,538 
1The number of shares purchased includes 2,538 shares in June 2021 delivered or deemed to be delivered to us in satisfaction of tax withholding on the vesting of restricted shares. These shares are included as part of our repurchase program and reduce the repurchase authority granted by our Board.
2The number of shares purchased includes 39,719 shares in June 2021 deemed to be delivered to us on tender of stock in payment for the exercise price of options. These shares do not reduce the repurchase authority granted by our board.

In May 2014, Meredith announced the Board of Directors had authorized the repurchase of up to $100.0 million in additional shares of the Company’s common and class B stock through public and private transactions.

For more information on the Company’s common and class B share repurchase program, see Item 7-Management’s Discussion and Analysis of Financial Condition and Results of Operations, under the heading “Share Repurchase Program.”



ITEM 6. [RESERVED]

The Company has elected to early adopt the amendment to Item 301 of Regulation S-K and is no longer required to provide five years of selected financial data.


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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) consists of the following sections:
Page

MD&A should be read in conjunction with the other sections of this Form 10-K, including Item 1-Business, Item 6-Selected Financial Data, and Item 8-Financial Statements and Supplementary Data. MD&A contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based upon our current expectations and could be affected by many risks, uncertainties, and changes in circumstances, including the uncertainties and risk factors described throughout this filing, particularly in Item 1A-Risk Factors. Important factors that could cause actual results to differ materially from those described in forward-looking statements are set forth under the heading “Forward-Looking Statements” in Item 1-Business.


EXECUTIVE OVERVIEW

Meredith has been a leading media company for nearly 120 years. Meredith produces service journalism that engages audiences with essential, inspiring, and trusted content reaching consumers where they are across multiple platforms including digital, video, print, and broadcast television.

Meredith operates two business segments. The national media segment reaches nearly 95 percent of all U.S. women and approximately 190 million unduplicated American consumers every month through such iconic brands as People, Better Homes & Gardens, Allrecipes, Southern Living, and Real Simple. Meredith's premium digital network reaches more than 150 million consumers each month. The company is the No. 1 U.S. magazine operator with 36 million subscribers, and the No. 2 global licensor with robust brand licensing activities that include a Better Homes & Gardens partnership with Walmart.

Meredith’s local media segment includes 17 television stations reaching 11 percent of U.S. households and more than 30 million viewers. Meredith's portfolio is concentrated in large, fast-growing markets, with seven stations in the nation's Top 25 markets—including Atlanta, Phoenix, St. Louis, and Portland—and 13 in Top 50 markets.

Both segments operate primarily in the U.S. and compete against similar media and other types of media on both a local and national basis. In fiscal 2021, the national media segment accounted for 68 percent of the Company’s $3.0 billion in revenues while local media segment revenues contributed 32 percent.

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Fiscal 2021 was a transformational year as the Company reached certain strategic events and operational milestones positioning the Company for future growth. Highlights include:

Crossing an important milestone with digital advertising revenue surpassing magazine for the first time in Meredith’s history.

Agreeing to sell our local media group segment, for $2.825 billion to Gray Television. The combination of the pending sale and digital advertising surpassing magazine sets the stage for post-transaction Meredith to be positioned as a ‘digital-first’ media company with low-leverage and the capacity to invest in future organic and inorganic growth.

Our digital businesses delivered record revenues across the board, driven by:

Our launch of the Meredith Data Studio, which brings together our valuable first-party data and predictive insights to help clients improve returns on their advertising investments. Both the Meredith Data Studio and our new digital platform have been key factors in large client expansions.

Strong performance from our licensing relationships with Apple News+ and Walmart, and we retained our position as the world’s second-largest licensor for the 6th straight year according to License Global.

Expanding performance marketing activities in fiscal 2021, in particular our relationship with key retail partnerships. In total, our performance marketing efforts drove nearly $1 billion in retail sales for our partners during the year.

While our magazine business endured COVID-19 all year, we gained more than 4 percentage points of magazine advertising market share, bringing our total to 36 percent. In addition, we sold nearly 20 million copies of our newsstand specials, one million more copies than the prior year. This is a substantial accomplishment considering many newsstands were closed or operated at reduced capacity due to COVID-19.

Our Local Media Group also delivered record results, driven by record political related advertising revenues and continued growth in retransmission consent revenues.

Finally, we reduced long-term debt by redeeming $250.0 million of the 2026 Unsecured Senior Notes.
In addition to the many performance metrics, the Company had several recent social and environmental accomplishments. For example:

We made Sustainability Accounting Standards Board disclosures available publicly for the first time, and completed the Carbon Disclosure Project’s Forests and Climate questionnaires for the second year;

We earned Gender Fair certification for achieving standards in leadership and opportunity, employee policies, advertising and communications, diversity reporting, and social impact related to women empowerment;

We have been recognized by 50/50 Women on Boards as having a gender-balanced board;

We created a Business Diversity and Social Responsibility program to facilitate alignment with suppliers that share our values; and

We launched our Good Impressions program that brings Meredith’s media and marketing consultation services to bear for minority owned small businesses in the communities we serve.
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We have a large audience deeply engaged with our trusted brands; our digital businesses are delivering record performance; and the pending Local Media Group transaction will enhance our ability to invest in future growth and return capital to shareholders.

NATIONAL MEDIA

Advertising related revenues made up 48 percent of fiscal 2021 national media revenues. These revenues were generated from the sale of advertising space in our magazines and on our digital properties to clients interested in promoting their brands, products, and services to consumers as well as revenue we generate selling advertising space on third-party platforms. Changes in advertising related revenues tend to correlate with changes in the level of economic activity in the U.S. Indicators of economic activity include changes in the level of gross domestic product, consumer spending, housing starts, unemployment rates, auto sales, and interest rates. Circulation levels of Meredith’s magazines, reader demographic data, and the advertising rates charged relative to other comparable available advertising opportunities also affect the level of advertising related revenues.

Consumer related revenues accounted for 49 percent of fiscal 2021 national media revenues. Consumer related revenue includes all revenues either driven by or otherwise linked to consumer buying decisions and include circulation activities; magazine subscriptions sales for third-party publishers; brand licensing; digital lead generation; affiliate marketing; and other e-commerce sales, product sales, and related activities. Circulation revenues result from the sale of magazines to consumers through subscriptions and by single copy sales on newsstands in print form, primarily at major retailers and grocery/drug stores, and in digital form on tablets and other media devices. In the short term, subscription revenues, which accounted for 57 percent of consumer related revenues, are less susceptible to economic changes because subscriptions are generally sold for terms of one to three years. The same economic factors that affect advertising related revenues also can influence consumers’ response to subscription offers and result in lower revenues and/or higher costs to maintain subscriber levels over time. Subscription revenues per copy and related costs can also vary significantly by subscription source. Some subscription sources generate lower revenues than other sources but have proportionately lower related costs. A key factor in our subscription success is our industry-leading database. It contains an abundance of attributes on 185 million individuals, including 90 percent of U.S. millennial women. The size and depth of our database is a key to our circulation model and allows more precise consumer targeting. Newsstand revenues are more volatile than subscription revenues and can vary significantly month-to-month depending on economic and other factors. The remaining consumer related revenues are generally affected by changes in the level of economic activity in the U.S., including changes in the level of gross domestic product, consumer spending, unemployment rates, and interest rates.

The remaining 3 percent of national media revenues came from a variety of activities that included the sale of customer relationship marketing products and services. In addition, for certain sold brands, Meredith has provided consumer marketing, subscription fulfillment, paper purchasing, printing, and other services under outsourcing agreements and records such revenue in other revenue.

National media’s major expense categories are employee compensation costs, subscription acquisition costs, and production and delivery of publications and promotional mailings. Employee compensation, which includes benefits expense, represented 26 percent of national media’s operating expenses in fiscal 2021. Compensation expense is affected by salary and incentive levels, the number of employees, the costs of our various employee benefit plans, and other factors. Subscription acquisition costs, which represent the cost of obtaining subscriptions from third-party agents, accounted for 22 percent of the national media segment’s operating expenses in fiscal 2021.

Paper, postage, and production charges represented 21 percent of the segment’s operating expenses in fiscal 2021. The price of paper can vary significantly on the basis of worldwide demand and supply for paper in general and for specific types of paper used by Meredith. The printing of our publications is outsourced. We have a multi-year contract for the printing of our magazines, a practice which reduces price fluctuations over the contract term. Postal rates are dependent on the operating efficiency of the USPS and legislative mandates imposed on the USPS. In January 2021, the USPS increased rates by approximately 1.8 percent for First-Class Mail and 1.5 percent for other
34


categories. The most recent rate change was an increase of approximately 6.9 percent effective August 2021. The USPS has also announced proposed temporary rate adjustments for the 2021 holiday season. Meredith continues to work independently and with others to encourage and help the USPS find and implement efficiencies to contain rate increases.

The remaining 31 percent of fiscal 2021 national media expenses included depreciation and amortization, costs for magazine newsstand distribution, advertising and promotional efforts, and overhead costs for facilities and technology services.

LOCAL MEDIA

Local media derives the majority of its revenues—59 percent in fiscal 2021—from the sale of spot advertising on our stations’ digital media properties as well as revenue we generate selling advertising space on third-party platforms. The remainder comes from television retransmission consent fees, television production, and other services.

The stations sell advertising to both local/regional and national accounts. Political advertising revenues are cyclical in that they are significantly greater during biennial election campaigns (which take place primarily in odd-numbered fiscal years) than at other times. We generate additional revenues from digital activities and programs focused on local interests such as community events and college and professional sports.

Changes in advertising related revenues tend to correlate with changes in the level of economic activity in the U.S. and in the local markets in which we operate stations, and with the cyclical changes in political advertising discussed previously. Programming content, audience share, audience demographics, and the advertising rates charged relative to other available advertising opportunities also affect advertising revenues. On occasion, unusual events necessitate uninterrupted television coverage and will adversely affect spot advertising revenues.

Local media’s major expense categories are programming fees paid to the networks and employee compensation. Programming fees paid to the networks represented 36 percent of this segment’s fiscal 2021 expenses. Employee compensation represented 29 percent of local media’s operating expenses in fiscal 2021 and is affected by the same factors noted for national media. Sales and promotional activities, costs to produce local news programming, and general overhead costs for facilities and technical resources accounted for most of the remaining 35 percent of local media’s fiscal 2021 operating expenses.

COVID-19 UPDATE

During fiscal 2021, COVID-19 continued to negatively impact our results, particularly advertising related revenues in our national media segment and our magazine advertising and non-political spot revenue streams. We see strong consumer engagement with our brands in both the national and local media segments and across platforms. We are also seeing performance improvement from our brands that focus on home and lifestyle. As the effects of public health measures such as travel restrictions and previously mandated business closures continue to impact consumers and the overall economy, we have seen negative performance trends continue within our brands focused on travel and luxury. While the COVID-19 pandemic continues to depress levels of magazine advertising, we have seen improvement in digital advertising. As we continue to progress through the pandemic, quantifying the specific impact becomes more challenging. The Company estimates that the COVID-19 impact on total revenues was a net decrease in revenues of approximately $100.0 million to $150.0 million in fiscal 2021.

The Company temporarily reduced the pay for our Board of Directors, our executives, and approximately 60 percent of our employees in response to the COVID-19 pandemic. These reductions were lifted, and full pay was reinstated for all parties in early September 2020.

We have not experienced a negative impact on our liquidity due to COVID-19, and we believe we have sufficient liquidity to satisfy our cash needs for the foreseeable future.
35


We continue to monitor the ongoing and evolving situation. There may be developments outside our control requiring us to adjust our operating plan. Due to the emergence of new variants and continued high case counts, fiscal 2022 is expected to continue to be a time of uncertainty. While fiscal 2021 earnings increased as compared to the prior year due to record political and digital advertising, there remains the risk that COVID-19 could have material adverse impacts on our future revenue growth as well as our overall profitability. We will continue to evaluate the nature and extent of the impact of COVID-19 on our business, consolidated results of operations, financial condition, and liquidity. For additional discussion of the impacts and risks to our business from the COVID-19 pandemic, refer to Item 1- Risk Factors in this Form 10-K.

FISCAL 2021 FINANCIAL OVERVIEW

During fiscal 2021, the Company made debt principal payments totaling $254.1 million including redeeming, in the third quarter of fiscal 2021, $250.0 million of its senior unsecured notes. Those notes bore the highest interest rate in the Company’s debt portfolio.

Local media revenues increased 25 percent compared to the prior year primarily due to increased political spot revenues and digital political advertising revenues included in third party sales. These increases were partially offset by decreases in non-political spot advertising revenues due primarily to political crowd-out and the impact of COVID-19. Operating profit more than doubled primarily due to the additional high-margin political advertising revenues as a result of the cyclical nature of political advertising.

The Company sold the Travel + Leisure trademark and other related assets, including the Travel + Leisure travel clubs (collectively the Travel + Leisure Brand), and recognized a gain on the sale of $97.6 million.

National media revenues decreased 3 percent compared to the prior year primarily due to declines in magazine advertising and subscription revenues resulting from portfolio changes and the impact of COVID-19. These declines were partially offset by increases in digital advertising, licensing, and digital and other consumer driven revenues. Digital advertising revenues surpassed magazine advertising revenues for the first time. Operating profit was $351.2 million in fiscal 2021, which included the $97.6 million gain on the sale of the Travel + Leisure Brand. Due primarily to non-cash impairment charges of $367.0 million, the national media segment ended fiscal 2020 with an operating loss of $167.7 million.

As discussed above, COVID-19 continues to negatively impact our results, particularly magazine advertising revenues in our national media segment. As we continue to progress through the pandemic, quantifying the specific impact becomes more challenging. The Company estimates that the COVID-19 impact on total revenues was a net decrease in revenues of approximately $100.0 million to $150.0 million in fiscal 2021.

Unallocated corporate expenses increased significantly primarily due to an increase in incentive-based compensation expenses and transaction related costs.

The Company reported net earnings from continuing operations for fiscal 2021 of $306.6 million, which includes the $97.6 million ($72.7 million after-tax) gain on the sale of the Travel + Leisure Brand. In fiscal 2020, the Company reported a net loss from continuing operations of $209.0 million reflecting non-cash impairment charges of $389.3 million ($327.6 million after-tax). Absent the gain on the sale of the Travel + Leisure Brand and the impairment charges, the Company would have had net earnings from continuing operations of $233.9 million in fiscal 2021 and $118.6 million in fiscal 2020. The increase in net earnings from continuing operations reflects the increased political and digital advertising.

In fiscal 2021, we generated $398.6 million in operating cash flows and invested $35.2 million in capital improvements.


36


RESULTS OF OPERATIONS

Years ended June 30,2021Change2020Change2019
(In millions except per share data)
Total revenues$2,977.4 %$2,848.6 (11)%$3,188.5 
Operating expenses
Costs and expenses(2,465.8)(2)%(2,526.6)(8)%(2,758.8)
Acquisition, disposition, and restructuring related activities49.8 n/m(26.8)(73)%(100.9)
Impairment of goodwill and other long-lived assets— n/m(389.3)n/m(41.8)
Total operating expenses(2,416.0)(18)%(2,942.7)%(2,901.5)
Income (loss) from operations$561.4 n/m$(94.1)n/m$287.0 
Net earnings (loss) from continuing operations
$306.6 n/m$(209.0)n/m$129.1 
Net earnings (loss)306.6 n/m(234.3)n/m46.3 
Diluted earnings (loss) per common share from continuing operations6.27 n/m(9.85)n/m1.12 
Diluted earnings (loss) per common share6.27 n/m(10.41)n/m(0.70)
n/m - Not meaningful


TRENDS AND UNCERTAINTIES

The following is a discussion of the trends and uncertainties that affected our businesses. Following the Overview is an analysis of the results of operations for the national media and local media segments and an analysis of our consolidated results of operations for the last three fiscal years.

Advertising revenues accounted for 51 percent of total revenues in fiscal 2021. Advertising demand is the Company’s key uncertainty, and its fluctuation from period to period can have a material effect on operating results. Demand for political advertising in the Company’s local media segment is cyclical in nature, generally following the biennial cycle of election campaigns with peaks occurring in our odd fiscal years (e.g., fiscal 2021, fiscal 2019) and particularly in our second quarter of those fiscal years. Other significant uncertainties that can affect operating results include fluctuations in the cost of paper, postage rates, and over time, television programming rights. The Company’s cash flows from operating activities, our primary source of liquidity, is adversely affected when the advertising market is weak or when costs rise. One of our priorities is to manage our businesses prudently during expanding and contracting economic cycles to maximize shareholder return over time. To manage the uncertainties inherent in our businesses, we prepare monthly internal forecasts of anticipated results of operations and monitor the economic indicators mentioned in the Executive Overview. See Item 1A-Risk Factors in this Form 10-K for further discussion.


NATIONAL MEDIA

The following discussion reviews operating results for our national media segment, which includes magazine publishing, digital media, digital and customer relationship marketing, affinity marketing, brand licensing, database-related activities, and other related operations. The national media segment contributed 68 percent of Meredith’s consolidated revenues and 53 percent of the combined operating profit from national media and local media operations in fiscal 2021.

National media revenues decreased 3 percent in fiscal 2021. Operating costs and expenses decreased 6 percent. Operating profit was $351.2 million in fiscal 2021, which included the $97.6 million gain on the sale of the Travel + Leisure Brand.

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Fiscal 2020 national media revenues declined 11 percent. Costs and expenses decreased 11 percent, and impairment charges of $367.0 million were recorded in the national media segment. Due to the impairment charges, the national media operations reported an operating loss of $167.7 million in fiscal 2020.

National media operating results for the last three fiscal years were as follows:

Years ended June 30,2021 Change2020 Change2019 
(In millions)
Revenues$2,023.5 (3)%$2,081.6 (11)%$2,326.6 
Operating expenses
Costs and expenses(1,763.8)(6)%(1,879.9)(11)%(2,104.5)
Acquisition, disposition, and restructuring related activities91.5 n/m(2.4)(96)%(54.3)
Impairment of goodwill and other long-lived assets— n/m(367.0)n/m(41.8)
Total operating expenses(1,672.3)(26)%(2,249.3)%(2,200.6)
Operating profit (loss)$351.2 n/m$(167.7)n/m$126.0 
n/m - Not meaningful

Revenues

The table below presents the components of national media revenues for the last three fiscal years.

Years ended June 30,2021Change2020Change2019
(In millions)
Advertising related
Digital$491.8 31 %$376.8 (5)%$394.9 
Magazine426.5 (23)%553.5 (20)%690.1 
Third party sales46.1 (27)%63.1 (3)%65.3 
Total advertising related964.4 (3)%993.4 (14)%1,150.3 
Consumer related
Subscription564.7 (8)%611.8 (15)%716.1 
Newsstand150.0 (1)%150.8 (9)%165.5 
Licensing124.9 27 %98.0 %95.2 
Affinity marketing62.3 (8)%67.4 %66.7 
Digital and other consumer driven90.9 25 %72.8 28 %56.8 
Total consumer related992.8 (1)%1,000.8 (9)%1,100.3 
Other
Project based50.4 (11)%56.7 12 %50.5 
Other15.9 (48)%30.7 20 %25.5 
Total other66.3 (24)%87.4 15 %76.0 
Total revenues$2,023.5 (3)%$2,081.6 (11)%$2,326.6 

Advertising Related Revenue
National media advertising related revenue includes all advertising in Meredith owned publications and on Meredith owned websites as well as revenue generated from selling advertising space on third-party platforms. Advertising related revenue decreased 3 percent in fiscal 2021.

Digital advertising revenue increased 31 percent in fiscal 2021. Meredith’s Data Studio, which launched in the first quarter of fiscal 2021, offers advertising solutions that harness the Company’s proprietary first-party data and
38


predictive insights to help inform its clients’ marketing, product, and business strategies, providing the opportunity to create multi-year integrated partnerships with our top clients. This has driven positive digital advertising results across our brands. In fiscal 2021, sessions increased almost 15 percent and approximately 60 percent of digital advertising was from direct sales while approximately 40 percent was open programmatic digital advertising. People.com delivered the strongest year-over-year traffic growth as it continued to benefit from strong interest in celebrity and entertainment-related information. We also delivered continued growth at Allrecipes.com, along with our home sites, including Southern Living and Martha Stewart.

We believe certain trends resulting from the impact of COVID-19, such as increased cooking at home, redecorating, and home remodeling, appear to be positively impacting web traffic, and the Company is seeing positive trends on many of our sites, including Allrecipes.com and People.com. Growth in open programmatic advertising has been driven by the combination of advertisers coming back into the market and increased sessions. In addition, the Company saw a recovery in cost per thousand or CPM’s, which had been suppressed during the early stages of the pandemic. While digital traffic to our sites has historically been strongest in our second quarter, the Company continued to see increased consumer demand in the back half of fiscal 2021.

Digital advertising decreased 5 percent in fiscal 2020. While the Company saw increased digital advertising revenues during the first eight months of fiscal 2020, the Company estimates that cancellations and delays in digital advertising revenues due to the COVID-19 pandemic resulted in a $33.0 million adverse impact in fiscal 2020.
39


The following table presents advertising page information according to MediaRadar, an independent agency that measures advertising sales volume, for our major subscription-based magazines for the last three fiscal years:

<
Years ended June 30,2021Change2020Change2019
People1,612 (17)%1,941 (16)%2,303 
Better Homes & Gardens894 %860 (9)%942 
Southern Living788 %738 (10)%816 
Parents776 11 %701 (14)%817 
Real Simple690 (7)%738 %733 
InStyle550 (41)%933 (14)%1,081 
Health489 (3)%506 (1)%510 
Shape459 (9)%504 (13)%579 
Food & Wine450 (21)%573 (8)%620 
Martha Stewart Living432 (5)%453 (19)%560 
EatingWell429 (7)%461 12 %410 
Successful Farming428 (8)%464 (7)%501 
Travel + Leisure403 (45)%735 (4)%764 
Entertainment Weekly 2
343 12 %307 (37)%491 
People en Español
313 (17)%375 (15)%442 
Allrecipes282 (1)%285 %276 
Midwest Living270 %269 (11)%302 
Wood171 (4)%179 (16)%214 
Magnolia Journal165