Meredith Corporation
MEREDITH CORP (Form: 10-K, Received: 08/26/2015 12:45:27)


 
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 ended June 30, 2015
Commission file number 1-5128

MEREDITH CORPORATION
(Exact name of registrant as specified in its charter)
 
 
Iowa
42-0410230
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 
1716 Locust Street, Des Moines, Iowa
50309-3023
(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 class
 
Name of each exchange on which registered
 
 
Common Stock, par value $1
 
New 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.    Yes x    No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes o    No x

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.     Yes x    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).     Yes x    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer x     Accelerated filer o      Non-accelerated filer o      Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes o    No x
 
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, 2014 , was $1,954,000,000 based upon the closing price on the New York Stock Exchange at that date.
Shares of stock outstanding at July 31, 2015
Common shares
37,660,699

Class B shares
6,963,229

Total common and Class B shares
44,623,928





DOCUMENT INCORPORATED BY REFERENCE
Certain portions of the Registrant's Proxy Statement for the Annual Meeting of Shareholders to be held on
 November 11, 2015, are incorporated by reference in Part III to the extent described therein.
 
 
 
 
 
 
 
TABLE OF CONTENTS
 
 
 
 
 
Page
 
 
 
Part I
 
 
 
Business
 
 
 
Description of Business
 
 
 
 
     Local Media
 
 
 
     National Media
 
 
 
Executive Officers of the Company
 
 
 
Employees
 
 
 
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
 
 
Selected Financial Data
 
 
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
 
 
 
 
 
 
 
 
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 Accounting Fees and Services
 
 
 
 
 
 
 
 
Part IV
 
 
 
Exhibits, Financial Statement Schedules
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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 for more than 110 years. Meredith began in 1902 as an agricultural publisher. In 1924, the Company published the first issue of Better Homes and Gardens . The Company entered the television broadcasting business in 1948. Today, Meredith uses multiple media outlets—including broadcast television, print, digital, mobile, tablets, and video—to provide consumers with content they desire and to deliver the messages of our advertising and marketing partners. 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: local media and national media. Our local media segment consists of 16 owned television stations and one operated television station located across the United States (U.S.) in mostly fast growing markets with related digital and mobile media assets. The owned television stations consist of seven CBS affiliates, five FOX affiliates, two MyNetworkTV affiliates, one NBC affiliate, one ABC affiliate, and one independent station. Local media's digital presence includes 13 websites, 13 mobile-optimized websites, and 38 applications (apps) focused on news, sports, and weather-related information.

Our national media segment includes leading national consumer media brands delivered via multiple media platforms including print magazines and digital and mobile media, brand licensing activities, database-related activities, and business-to-business marketing products and services. It focuses on the food, home, parenthood, and health markets and is a leading publisher of magazines serving women. In fiscal 2015 , we published in print more than 20 subscription magazines, including Better Homes and Gardens , Parents , Family Circle, Allrecipes, EveryDay with Rachael Ray, Martha Stewart Living, Shape, and FamilyFun , and approximately 130 special interest publications. Twenty-two of our brands are also available as digital editions on various platforms. The national media segment's extensive digital media presence consists of nearly 50 websites, more than 30 mobile-optimized websites, and nearly 20 apps. Of those websites and apps, the Allrecipes' brand accounts for 19 websites and 19 mobile sites serving 23 countries in 12 languages, and 3 mobile apps across multiple countries and platforms. The national media segment also includes digital and customer relationship marketing, which provides specialized marketing products and services to some of America's leading companies; a large consumer database; brand licensing activities; and other related operations.

Financial information about industry segments can be found in Item 7-Management's Discussion and Analysis of Financial Condition and Results of Operations and in Item 8-Financial Statements and Supplementary Data under Note 15.

The Company's largest revenue source is advertising. National and local economic conditions affect the magnitude of our advertising revenues. Both local media and national 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

In October 2014, Meredith acquired WGGB, the ABC affiliate in Springfield, Massachusetts. WGGB is also the FOX affiliate, airing it on a digital tier, and Meredith already owned the CBS affiliate in Springfield. In December 2014, the Company completed the acquisition of WALA, the FOX affiliate in the Mobile, Alabama-Pensacola, Florida market.

In November 2014, the Company entered into a 10-year licensing arrangement to license the Martha Stewart Living trade name and thus acquired the rights to operate Martha Stewart Living magazine and its related digital assets. Under the terms of the agreement, Meredith leads sales and marketing, circulation, production, and other non-editorial functions of Martha Stewart Living and Martha Stewart Weddings magazines. Martha Stewart Living Omnimedia's editorial team continues to create its highly regarded content. Additionally, Meredith assumed responsibility for the sales and marketing of www.marthastewart.com and www.marthastewartweddings.com and their related assets, including their vast video library. Martha Stewart Living is published 10 times annually with a rate base of approximately 2 million. Its readership is approximately 8.5 million according to Mediamark Research Institute. Martha Stewart's digital properties averaged 9 million monthly unique visitors according to comScore. Martha Stewart Weddings is a quarterly publication.

Also in November 2014, Meredith acquired Mywedding, which operates mywedding.com, a leading wedding website in the U.S. Mywedding.com, provides couples with the complete wedding planning product suite. With free planning tools, inspiration-focused content and a search experience designed to connect couples with local, national and international wedding professionals and venues, mywedding.com empowers couples to create a wedding that perfectly encompasses their unique style and budget. The site offers advertisers exposure and connection to motivated millennial consumers at a pivotal life stage.

In December 2014, Meredith acquired Selectable Media, a leading native and engagement-based digital advertising company. Selectable Media provides advertisers with native advertising solutions to engage consumers through advertising-supported access to digital content.

In February 2015, Meredith completed the acquisition of the Shape brand and related digital assets . Meredith began producing Shape magazine, which incorporates Fitness magazine, with the May 2015 issue. While Shape magazine had a rate base of 1.6 million and Fitness magazine had a rate base of 1.5 million, the combined Shape magazine has a rate base of 2.5 million.

In June 2015, the Company acquired Qponix, a leading shopper marketing data platform technology, further expanding our digital shopper marketing capabilities. This platform allows advertisers to deliver to consumers product offers at the exact moment they are developing weekly shopping lists or in the grocery aisle.

During fiscal 2015, Meredith continued to expand its reach to the consumer by increasing the rate base of Allrecipes magazine to 1.1 million, more than doubling its size at launch in November 2013. Meredith also grew the rate base of EatingWell magazine to 1.0 million, up from 350,000 when acquired four years ago. In addition, t he Company launched Parents Latina magazine, a new brand aimed at the U.S. Hispanic millennial woman, and the Eat This!Not That! bookazine based on the popular brand of the same name.


2



DESCRIPTION OF BUSINESS

Local Media

Local media contributed 34 percent of Meredith's consolidated revenues and 57 percent of the combined operating profit from local media and national media operations in fiscal 2015 . Information about the Company's television stations at June 30, 2015 , follows:

Station,
Market
DMA
National
Rank    1
Network
Affiliation
Channel
Expiration
Date of FCC
License
Average
Audience
Share   2
 
 
 
 
 
 
WGCL-TV
9
CBS
46
4-1-2021
4.5 %
Atlanta, GA
 
 
 
 
 
 
 
 
 
 
 
KPHO-TV
11
CBS
5
10-1-2022
5.9 %
Phoenix, AZ
 
 
 
 
 
 
 
 
 
 
 
KTVK
11
Independent
3
10-1-2022
3.2 %
Phoenix, AZ
 
 
 
 
 
 
 
 
 
 
 
KMOV
21
CBS
4
2-1-2022
10.1 %
St. Louis, MO
 
 
 
 
 
 
 
 
 
 
 
KPTV
23
FOX
12
2-1-2023
5.0 %
Portland, OR
 
 
 
 
 
 
 
 
 
 
 
KPDX
23
MyNetworkTV
49
2-1-2023
2.0 %
Portland, OR
 
 
 
 
 
 
 
 
 
 
 
WSMV-TV
29
NBC
4
8-1-2021
8.9 %
Nashville, TN
 
 
 
 
 
 
 
 
 
 
 
WFSB
30
CBS
3
4-1-2023
11.4 %
Hartford, CT
 
 
 
 
 
New Haven, CT
 
 
 
 
 
 
 
 
 
 
 
KCTV
31
CBS
5
2-1-2022
11.2 %
Kansas City, MO
 
 
 
 
 
 
 
 
 
 
 
KSMO-TV
31
MyNetworkTV
62
2-1-2022
0.8 %
Kansas City, MO
 
 
 
 
 
 
 
 
 
 
 
WHNS
37
FOX
21
12-1-2020
4.0 %
Greenville, SC
 
 
 
 
 
Spartanburg, SC
 
 
 
 
 
Asheville, NC
 
 
 
 
 
Anderson, SC
 
 
 
 
 
 
 
 
 
 
 
KVVU-TV
41
FOX
5
10-1-2022
4.9 %
Las Vegas, NV
 
 
 
 
 
 
 
 
 
 
 
WALA-TV
59
FOX
10
4-1-2021
8.6 %
Mobile, AL
 
 
 
 
 
Pensacola, FL
 
 
 
 
 
 
 
 
 
 
 

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Station,
Market
DMA
National
Rank    1
Network
Affiliation
Channel
Expiration
Date of FCC
License
Average
Audience
Share   2
 
 
 
 
 
 
WNEM-TV
70
CBS
5
10-1-2021
17.0 %
Flint, MI
 
 
 
 
 
Saginaw, MI
 
 
 
 
 
Bay City, MI
 
 
 
 
 
 
 
 
 
 
 
WGGB-TV
115
ABC
40
4-1-2023
10.6 %
Springfield, MA
 
FOX
6
 
3.2 %
Holyoke, MA
 
 
 
 
 
 
 
 
 
 
 
WSHM-LD
115
CBS
3
4-1-2023
6.8 %
Springfield, MA
 
 
 
 
 
Holyoke, MA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1    Designated Market Area (DMA) is a registered trademark of, and is defined by, Nielsen Media Research. The national rank is
     from the 2014-2015 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 2014, February 2015,
     and May 2015 measurement periods.

Operations
The principal sources of the local media segment's revenues are: 1) local non-political advertising focusing on the immediate geographic area of the stations; 2) national non-political advertising; 3) political advertising which is seasonal with peaks occurring in our odd fiscal years (e.g. fiscal 2013, fiscal 2015) and particularly in our second fiscal quarter of those years; 4) retransmission of our television signal by cable systems, satellite, and telecommunications companies; 5) digital advertising on the stations' websites and mobile websites; and 6) station operation management fees.

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 in-market broadcasters, audience share, and audience demographics. The larger a station's audience share in any particular daypart, the more leverage a station has in setting advertising rates. Generally, as supply and demand fluctuate in the market, so do a station's advertising rates. Most national advertising is sold by an independent representative firm. The sales staff at each station generates local/regional advertising revenues.

Typically 30 to 40 percent of a market's television advertising revenue is generated by local newscasts. Station personnel are continually working to grow their news ratings, which in turn will augment revenues. The Company broadcasts local newscasts in high definition in all of our markets.

The 16 national network affiliations of Meredith's network-affiliated television stations also influence advertising rates. Generally, 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.

Our CBS affiliation agreements expire in April 2016, December 2016, and August 2017. The two MyNetworkTV affiliation agreements expire in September 2016. FOX affiliation agreements expire in December 2015 and December 2017. Our NBC affiliation agreement expires in December 2017 and our ABC affiliation agreement expires in December 2019. Programming fees paid to CBS increased significantly in fiscal 2015. These payments are in essence a portion of the retransmission fees that Meredith receives from cable, satellite, and telecommunications service providers, which pay Meredith to carry our local television programming in their markets. These stations generally also pay networks for certain programming and services such as marquee sports

4



(professional football, college basketball, and Olympics) and news services. The Company's FOX affiliates also pay the FOX network for additional advertising spots during prime-time programming. While Meredith's relations with the networks historically have been very good, the Company can make no assurances they will remain so over time.

Retransmission revenue is generated from cable, satellite, and telecommunications 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 fiscal 2015 primarily due to the addition of the acquired stations and negotiated contract step-ups effective during the year.

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. Several of our stations are broadcasting a second programming stream on their digital channel. Examples include: two markets have MyNetworkTV, two of our markets air the LAFF network, eight of our markets carry COZI TV network, four broadcast Escape network, and Springfield airs the FOX network.

The costs of television programming are significant. In addition to network affiliation 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.

Competition
Meredith's television stations compete directly for advertising dollars and programming in their respective markets with other local television stations, radio stations, cable television providers, and digital websites and mobile sites. Other mass media providers such as newspapers and their websites are also competitors. Advertisers compare market share, audience demographics, and advertising rates, and take into account audience acceptance of a station's programming, whether local, network, or syndicated.

Regulation
The ownership, operation, and sale of broadcast television and radio 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), including 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 content, including commercial matters in children's programming; 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 eight-year periods. 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 local 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 are 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.

5




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, 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. These rules, including related rules on exclusivity, good faith bargaining, and "over-the-top" carriage are subject to further review by the FCC and possible actions by Congress.  We cannot predict the impact of any of these developments on our business.

The FCC proposed a plan, called the National Broadband Plan, to increase the amount of spectrum available in the United States for wireless broadband use. In furtherance of the National Broadband Plan, Congress enacted and the President signed into law legislation authorizing 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 new law, the FCC may hold one reverse auction, and another auction for the newly freed spectrum. The FCC must complete both auctions by 2022. In May 2014, the FCC adopted a Report and Order setting forth the basic framework for the reverse auction and the subsequent repacking of broadcast television signals into a new television band plan. Further actions from the FCC are expected in the coming months.

Even if a television licensee does not participate in the reverse auction, the results of the auction could materially impact a station's operations. The FCC has 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. We cannot predict whether or how this action will affect the Company or our television stations.

In addition to the National Broadband Plan, Congress 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 spectrum usage fees, regulation of political advertising rates, restrictions on the advertising of certain products (such as alcoholic beverages), program content restrictions, and ownership rule changes.

Other matters that could potentially affect the Company's broadcast properties include 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.

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.


National Media

National media contributed 66 percent of Meredith's consolidated revenues and 43 percent of the combined operating profit from local media and national media operations in fiscal 2015 . Better Homes and Gardens magazine, our flagship brand, continues to account for a significant percentage of revenues and operating profit of the national media segment and the Company.


6



Magazines
Information for our major magazine titles as of June 30, 2015 , follows:

Title
Description
Frequency
per Year
Year-end
  Rate Base

1  
 
 
 
 
 
Better Homes and Gardens
Women's service
12
7,600,000

 
Family Circle
Women's service
12
4,000,000

 
Shape (incorporating Fitness )
Women's lifestyle
10
2,500,000

 
Parents
Parenthood
12
2,200,000

 
FamilyFun
Parenthood
10
2,100,000

 
Martha Stewart Living
Women's service
10
2,050,000

 
American Baby
Parenthood
11
2,000,000

 
EveryDay with Rachael Ray
Women's lifestyle and food
10
1,700,000

 
Allrecipes
Food
6
1,100,000

 
EatingWell
Women's lifestyle and food
6
1,000,000

 
Midwest Living
Travel and lifestyle
6
950,000

 
Ser Padres
Hispanic parenthood
9
850,000

 
Traditional Home
Home decorating
8
850,000

 
More
Women's lifestyle
10
750,000

 
Siempre Mujer
Hispanic women's lifestyle
6
550,000

 
Wood
Woodworking
7
425,000

 
Successful Farming
Farming business
13
390,000

 
1
 
Rate 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 approximately 130 special interest publications under approximately 80 titles in fiscal 2015 , primarily under the Better Homes and Gardens brand. The titles are issued from one to six times annually and sold primarily on newsstands. A limited number of subscriptions are also sold to certain special interest publications. The following special interest titles were published quarterly or more frequently: American Patchwork & Quilting , Country Gardens , Diabetic Living , Do It Yourself , Kitchen and Bath Ideas , and Quilts & More .

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, mobile, consumer events, and custom marketing. Our team of creative and marketing experts delivers innovative solutions across multiple media channels that meet each client's unique advertising and promotional requirements.

Magazine Circulation —Subscriptions obtained through direct-mail solicitation, agencies, insert cards, the internet, and other means are Meredith's largest source of circulation revenues. 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.


7



Digital and Mobile Media
We have 22 of our titles available as digital editions, with an audience of approximately 940,000. Paid digital customers represent 3 percent of our total rate base.

National media's nearly 50 websites and more than 30 mobile-optimized websites provide ideas and inspiration. These branded websites focus on the topics that women care about most—food, home, entertaining, and meeting the needs of moms—and on delivering powerful content geared toward lifestyle topics such as health, beauty, style, and wellness. Our apps, which focus on the same topics, reached nearly 28 million cumulative downloads during fiscal 2015. Digital traffic across our various platforms averaged 60 million unique monthly visitors in fiscal 2015. Our brands have a strong social networking presence as well. In fiscal 2015, national media reached over 22 million Facebook fans, over 7 million Twitter followers, and nearly 4 million Pinterest followers.

In fiscal 2015, we generated 7 million digital orders for print magazine subscriptions. We received over one-third of our orders from digital sources.

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

Meredith Xcelerated Marketing —Meredith Xcelerated Marketing (MXM) is a leading content-powered customer engagement agency that develops and delivers custom content and customer relationship marketing programs for some of the world's top brands including Kraft, Lowe’s, and NBC Universal. MXM's revenue is independent of advertising and circulation, though sometimes its services are sold as part of larger programs that include advertising components. MXM's capabilities include particularly deep expertise in content, digital, social, and mobile.

Brand Licensing —Brand licensing consists of the licensing of various proprietary trademarks in connection with retail programs conducted through retailers, manufacturers, and agreements that extend Meredith's brands internationally.

Meredith's largest licensing agreement is for Better Homes and Gardens-branded products sold at Wal-Mart Stores, Inc. (Walmart). Our current licensing agreement with Walmart continues through 2016.

Meredith also has a long-term agreement to license the Better Homes and Gardens brand to Realogy Corporation (Realogy), which continues to build a residential real estate franchise system based on the Better Homes and Gardens brand. The network now includes more than 250 offices and more than 9,000 agents across the United States and Canada.

Meredith's magazine brands are currently distributed in nearly 100 countries, including more than 35 licensed local editions in countries such as Australia, China, Indonesia, Italy, Russia, and Turkey. During fiscal 2015, Meredith added a dozen international licenses in connection with our acquisition of the Shape brand, and also renewed and expanded the reach of our popular media brands in Brazil, Indonesia, and Turkey.

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 Books —Meredith has licensed exclusive global rights to publish and distribute books based on our consumer-leading brands, including the powerful Better Homes and Gardens imprint, to a book publisher. Meredith creates book content and retains all approval and content rights while the publisher is responsible for book layout and design, printing, sales and marketing, distribution, and inventory management. Meredith receives royalties based on net sales subject to a guaranteed minimum.


8



Production and Delivery
Paper, printing, and postage costs accounted for 29 percent of the national media segment's fiscal 2015 operating expenses.

Coated publication paper is the major raw material essential to the national media segment. We directly purchase all of 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 2015, average paper prices decreased 3 percent. They declined 4 percent in fiscal 2014 and 5 percent in fiscal 2013. Management anticipates paper prices will be stable during fiscal 2016 and that fiscal 2016 average paper prices will be relatively flat compared to fiscal 2015 given no significant shifts in the current supply and demand structure are anticipated.

Meredith has printing contracts with two major domestic printers for our magazines.

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. Periodical postage accounts for over 80 percent of Meredith's postage costs, while other mail items—direct mail, replies, and bills—account for nearly 20 percent. The Governors of the United States Postal Service (USPS) review prices for mailing services annually and adjust postage rates periodically. Though prices and price increases for various USPS products vary, overall average price increases are capped by law at the rate of inflation as measured by the Consumer Price Index (CPI). The allowable increase to take effect in 2015 was capped at 1.966 percent. The latest USPS rate increase went into effect on May 31, 2015, when prices increased at approximately this rate for many popular mail classes. In fiscal 2014, the CPI increase was 1.7 percent, however, the USPS obtained approval for an additional increase of 4.3 percent, effective in January 2014, to cover recent financial losses so the total price increase in January 2014 was 6.0 percent. Based on a recent court ruling, the 4.3 percent increase remains temporary and is expected to expire in April 2016. Postage prices have risen in each of Meredith's last five fiscal years. Over the longer term, prices have increased in nine of the last ten fiscal years for Meredith.

Meredith continues to work independently and with others to encourage and help 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 segment are provided by third parties. National magazine newsstand distribution services are provided by third parties through multi-year agreements.

Competition
Publishing is a highly competitive business. The Company's magazines and related publishing products and services compete with other mass media, including the internet and many other leisure-time activities. Competition for advertising dollars is based primarily on advertising rates, circulation levels, reader demographics, advertiser results, and sales team effectiveness. Competition for readers is based principally on editorial content, marketing skills, price, and customer service. While competition is strong for established titles, gaining readership for newer magazines and specialty publications is especially competitive.



9



EXECUTIVE OFFICERS OF THE COMPANY

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

Stephen M. Lacy— Chairman, President, and Chief Executive Officer (2010 - present) and a director of the Company since 2004. Age 61.

Thomas H. Harty— President-National Media Group (2010 - present). Age 52.

Paul A. Karpowicz— President-Local Media Group (2005 - present). Age 62.

Joseph H. Ceryanec— Vice President-Chief Financial Officer (2008 - present). Age 54.

John S. Zieser— Chief Development Officer/General Counsel and Secretary (2006 - present). Age 56.


EMPLOYEES

As of June 30, 2015 , the Company had approximately 3,700 full-time and 125 part-time employees. Only a small percentage of our workforce is unionized. We consider relations with our employees to be good.


OTHER

Name recognition and the public image of the Company's trademarks (e.g., Better Homes and Gardens and 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 fiscal 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.


AVAILABLE INFORMATION

The Company's corporate website is meredith.com . The content of our website is not incorporated by reference into this Form 10-K. 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 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. Meredith also makes available on our website our corporate governance information including charters of all of 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

10



uncertainties that could cause actual results to differ materially from those anticipated in any forward-looking statements. Such factors include, but are not limited to, those items described in Item 1A-Risk Factors below, 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 believe , expect , intend , estimate , may , anticipate , will , likely , project , plan , and 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. 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 carefully the following risk factors 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.

Advertising represents the largest portion of our revenues and advertising demand may fluctuate from period to period. In fiscal 2015 , 56 percent of our revenues were derived from advertising. Advertising constitutes 75 percent of our local media revenues and 47 percent of our national 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. The growth in alternative forms of media, particularly electronic media including those based on the internet, 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 20 percent of total revenues and 30 percent of national media revenues. Preserving circulation 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.

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. 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 mobile 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 online and other 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 in substantially all aspects of our business operations. Our website activities involve the storage and transmission of proprietary information, which we endeavor to protect from unauthorized access. However, it is possible that unauthorized persons may be able to circumvent our

11



protections and misappropriate proprietary information or cause interruptions or malfunctions in our digital operations. 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 constantly 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 and is also rented to or used on behalf of marketing and advertising clients. As public awareness shifts to data gathering and usage, privacy rights, and data protection, new laws and regulations may be passed that would restrict or prevent us from utilizing this data. Such restrictions could reduce or eliminate this resource for generating revenue for the Company.

World events may result in unexpected adverse operating results for our local media segment. Our local media results could be affected adversely by world events such as wars, political unrest, acts of terrorism, and natural disasters. Such events can result in significant declines in advertising revenues 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 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. Details regarding regulation and its impact on our local media operations are provided in Item 1-Business beginning on page 5.

Loss of or changes in affiliation agreements could adversely affect operating results for our local media segment . 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. In most cases, we also make cash payments to the networks. These payments are in essence a portion of the retransmission fees that Meredith receives from cable, satellite, and telecommunications service providers, which pay Meredith to carry its local television programming in their markets. 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 non-renewal of any retransmission consent agreement with a major cable, satellite, or telecommunications service provider could adversely affect the economics of our relationship with the applicable network(s), advertising revenues, and our local brands. If renewed, our network affiliation agreements and our retransmission agreements may be renewed on terms that are less favorable to us. Our CBS affiliation agreements expire in April 2016, December 2016, and August 2017. The two MyNetworkTV affiliation agreements expire in September 2016. FOX affiliation agreements expire in December 2015 and December 2017. Our NBC affiliation agreement expires in December 2017 and our ABC affiliation agreement expires in December 2019.

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.


12



Paper and postage prices are difficult to predict and control. Paper and postage represent significant components of our total cost to produce, distribute, and market our printed products. In fiscal 2015 , these expenses accounted for 21 percent of national media's operating costs. Paper is a commodity and its price has been subject to significant volatility. All of 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 of our 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.

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 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 interactive 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. We test our goodwill and intangible assets, including FCC licenses, for impairment during the fourth quarter of every fiscal year and on an interim basis if indicators of impairment exist. Factors which influence the evaluation include 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 impairment charge could be incurred. At June 30, 2015 , goodwill and intangible assets totaled $2.0 billion , or 69 percent of Meredith's total assets, with $1.2 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 three reporting units, local media, magazine brands, and MXM. As of May 31, 2015, the date that management last performed our annual review of impairment of goodwill and intangible assets, the fair value of the local media reporting unit significantly exceeded its net assets, the fair value of the magazine brands reporting unit exceeded its net assets by approximately 20 percent, and the fair value of the MXM reporting unit exceeded its net assets by nearly 50 percent. Changes in key assumptions about the economy or business prospects used to estimate fair value or other changes in market conditions could result in an impairment charge. Although these charges would be non-cash in nature and would not affect the Company's operations or cash flow, they would adversely affect stockholders' equity and reported results of operations in the period charged.

We have two classes of stock with different voting rights . We have two classes of stock: common stock and Class B stock. Holders of common stock are entitled to one vote per share and account for approximately 35 percent of the voting power. Holders of Class B stock are entitled to ten votes per share and account for the remaining 65 percent of the voting power. There are restrictions on who can own Class B stock. The majority of Class B shares are held by members of Meredith's founding family. 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.
 
 
 
The preceding risk factors should not be construed as a complete list of factors that
may affect our future operations and financial results.
 
 
 

13



ITEM 1B. UNRESOLVED STAFF COMMENTS


None.



ITEM 2. PROPERTIES


Meredith is headquartered in Des Moines, IA. The Company owns buildings at 1716 and 1615 Locust Street and is the sole occupant of these buildings. The Company believes these facilities are adequate for their intended use.

The local media segment operates from facilities in the following locations: Atlanta, GA; Phoenix, AZ; St. Louis, MO; Beaverton, OR; Nashville, TN; Rocky Hill, CT; Fairway, KS; Greenville, SC; Henderson, NV; Mobile, AL; Saginaw, MI; and Springfield, MA. The Company believes these properties are adequate for their intended use. The property in St. Louis is leased, while the other properties are owned by the Company. Each of the broadcast stations also maintains one or more owned or leased transmitter sites.

The national media segment operates mainly from the Des Moines offices and from a leased facility in New York, NY. The New York facility is used primarily as advertising sales offices for all Meredith magazines and as headquarters for Family Circle , Shape , Parents , FamilyFun , American Baby , EveryDay with Rachael Ray , More , and Siempre Mujer properties. Allrecipes operates out of leased space in Seattle, WA. We have also entered into leases for magazine editorial offices, customer relationship marketing operations, and national media sales offices in the states of California, Colorado, Illinois, Massachusetts, Michigan, Texas, Vermont, and Virginia. The Company believes these facilities are sufficient to meet our current and expected future requirements.



ITEM 3. LEGAL PROCEEDINGS


There are various legal proceedings pending against the Company arising from the ordinary course of business. In the opinion of management, liabilities, if any, arising from existing litigation and claims are not expected to have a material effect on the Company's earnings, financial position, or liquidity.



ITEM 4. MINE SAFETY DISCLOSURES


Not applicable.




14



 
 
PART II
 
 



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


MARKET INFORMATION, DIVIDENDS, AND HOLDERS

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.

The range of trading prices for the Company's common stock and the dividends per share paid during each quarter of the past two fiscal years are presented below.

 
High

 
Low

 
Dividends

Fiscal 2015
 
 
 
 
 
First Quarter
$
50.24

 
$
42.69

 
$
0.4325

Second Quarter
55.75

 
41.95

 
0.4325

Third Quarter
57.22

 
49.63

 
0.4575

Fourth Quarter
55.56

 
50.25

 
0.4575

 
 
 
 
 
 
 
 
 
 
 
 
 
High

 
Low

 
Dividends

Fiscal 2014
 
 
 
 
 
First Quarter
$
49.10

 
$
42.44

 
$
0.4075

Second Quarter
53.84

 
46.70

 
0.4075

Third Quarter
52.45

 
40.11

 
0.4325

Fourth Quarter
48.45

 
43.01

 
0.4325


Meredith stock became publicly traded in 1946, and quarterly dividends have been paid continuously since 1947. Meredith has increased our dividend for 22 consecutive years. It is currently anticipated that comparable dividends will continue to be paid in the future.

On July 31, 2015, there were approximately 1,000 holders of record of the Company's common stock and 580 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, 2010, to June 30, 2015, with the Standard and Poor's (S&P) MidCap 400 Index and with a peer group of companies engaged in multimedia businesses primarily with publishing and/or television broadcasting in common with the Company.

The S&P MidCap 400 Index is comprised of 400 mid-sized U.S. companies with a market cap in the range of $1.4 billion to $5.9 billion in the financial, information technology, industrial, and consumer discretionary industries covering more than 7 percent of the U.S. equities market and is weighted by market capitalization. The Peer Group

15



selected by the Company for comparison, which is also weighted by market capitalization, is comprised of TEGNA Inc. (formerly Gannett Co., Inc.); Graham Holding Company (formerly The Washington Post Company); Martha Stewart Living Omnimedia, Inc.; Media General, Inc.; and The E.W. Scripps Company.

The graph depicts the results for investing $100 in the Company's common stock, the S&P MidCap 400 Index and the Peer Group at closing prices on June 30, 2010, assuming dividends were reinvested.


16



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, 2015 .
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 thousands)
April 1 to
April 30, 2015
1,227
 
 
$
53.22

 
 
361
 
 
$
97,463

 
May 1 to
May 31, 2015
12,777
 
 
51.86
 
 
4,551
 
 
97,228

 
June 1 to
June 30, 2015
76,552
 
 
53.36
 
 
3,457
 
 
97,049

 
Total
90,556
 
 
53.14
 
 
8,369
 
 
 
 
1  
The number of shares purchased includes 361 shares in April 2015, 4,551 shares in May 2015, and 3,457 shares in June 2015 delivered or deemed to be delivered to us in satisfaction of tax withholding on option exercises and the vesting of restricted shares. These shares are included as part of our repurchase program and reduce the repurchase authority granted by our Board. The number of shares repurchased excludes shares we reacquired pursuant to forfeitures of restricted stock.
2  
The number of shares purchased includes 866 shares in April 2015, 8,226 shares in May 2015, and 73,095 shares in June 2015 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 stock through public and private transactions.

For more information on the Company's share repurchase program, see Item 7-Management's Discussion and Analysis of Financial Condition and Results of Operations , under the heading "Share Repurchase Program" on page 34.



ITEM 6. SELECTED FINANCIAL DATA


Selected financial data for the fiscal years 2011 through 2015 are contained under the heading "Five-Year Financial History with Selected Financial Data" beginning on page 86 and are primarily derived from consolidated financial statements for those years. Information contained in that table is not necessarily indicative of results of operations in future years and should be read in conjunction with Item 7-Management's Discussion and Analysis of Financial Condition and Results of Operations and Item 8-Financial Statements and Supplementary Data of this Form 10-K.




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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 committed to service journalism for more than 110 years. Today, the Company has multiple distribution platforms—including broadcast television, print, digital, mobile, tablets, and video—to provide consumers with content they desire and to deliver the messages of our advertising and marketing partners.

Meredith operates two business segments. The local media segment includes 16 owned television stations and one managed station reaching 11 percent of U.S. households. 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. Meredith’s stations produce more than 660 hours of local news and entertainment content each week, and operate leading local digital destinations.

Meredith’s national media segment reaches a multi-channel audience of approximately 220 million consumers monthly, including 100 million unduplicated women and over 60 percent of American millennial women. Meredith is the leader in creating content across media platforms in key consumer interest areas such as food, home, parenthood, and health through well-known brands such as Better Homes and Gardens, Parents, Allrecipes, and Shape. The national media segment features robust brand licensing activities, including more than 3,000 SKUs of branded products at 4,000 Walmart stores across the U.S. and at Walmart.com. MXM is a leader at developing and delivering custom content and customer relationship marketing programs for many of the world’s top companies and brands.

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 2015 , the national media segment accounted for 66 percent of the Company's $1.6 billion in revenues while local media segment revenues contributed 34 percent .


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Meredith's balanced portfolio consistently generates substantial free cash flow, and the Company is committed to growing Total Shareholder Return (TSR) through dividend payments, share repurchases, and strategic business investments. Meredith’s current annualized dividend of $1.83 per share currently yields approximately 4 percent. Meredith has paid a dividend for 68 straight years and increased it annually for 22 consecutive years.

In fiscal 2015, we successfully executed on our TSR strategy by making strategic investments to scale up our business while returning cash to our shareholders. For example, we added high quality television stations to our local media portfolio; broadened our national media portfolio through acquisitions and long-term partnerships; and increased our dividend. Fiscal 2015 highlights include:

Strengthened our media portfolio through acquisitions, enhancing existing brands, and launching new brands. For example, we:

Completed transactions to buy the broadcast assets of WALA, the FOX affiliate in Mobile, Alabama-Pensacola, Florida and WGGB, the ABC affiliate in Springfield, Massachusetts, that also airs FOX on a digital tier. Together with the fiscal 2014 acquisitions of KMOV in St. Louis and KTVK in Phoenix, we created two new profitable duopoly markets and added great properties to our station group.

Broadened our media portfolio through acquisitions and long-term partnerships. We acquired the Shape brand, the leader in the women’s active lifestyle category; acquired the rights to operate Martha Stewart’s media properties including Martha Stewart Living magazine and marthastewart.com; entered the millennial-rich wedding category through the addition of mywedding.com; increased our inventory of premium digital advertising and drove rate growth with the acquisition of Selectable Media; and acquired Qponix, a leading shopper marketing data platform technology.

Strengthened our existing brands and launched new brands. In our national media segment we expanded the rate base for Allrecipes and EatingWell magazines; redesigned Family Circle , More , and Wood magazines; and premiered Eat This!Not That! and Parents Latina magazines. In our local media segment we added news hours at several stations and delivered record political advertising.

Grew revenues and operating profit from activities that are not dependent on advertising. We delivered significant growth in retransmission-related revenues and profit in our local media operations. Within our national media operations, we grew brand licensing revenues and operating profit within brand licensing and MXM.

Drove rapid growth in our digital mobile, video, and social platforms. We redesigned and relaunched several of our key digital destinations, including BHG.com and agriculture.com, while also updating key apps including the popular Allrecipes Dinner Spinner. We also completed the groundwork for the next generation of Allrecipes.com, the world’s leading digital food destination. As a whole, traffic to our websites grew to a record high of approximately 70 million monthly unique visitors, ranking us among the top 35 digital operators in the U.S.

Successfully executed our TSR strategy. We increased our dividend 6 percent - our 22nd consecutive year of increases and repurchased approximately 925,000 shares.

Going forward, we are aggressively pursuing these parallel paths designed to accelerate revenue growth and increase operating profit margins and cash flow over time:

First, successfully integrating our recent acquisitions and growing our existing businesses
organically.

Second, rapidly growing our digital and mobile businesses.

Third, continuing to pursue opportunities to add to our portfolios.


19



Fourth, increasing revenues from businesses not dependent on traditional advertising.

Fifth, aggressively managing our costs; and

Finally, continuing to execute our TSR strategy by ongoing dividend increases, share repurchases, and seeking accretive acquisitions that grow cash flow over time.

LOCAL MEDIA

Local media derives the majority of its revenues— 75 percent i n fiscal 2015 —from the sale of advertising both over the air and on our stations' websites and apps. The remainder comes from television retransmission fees, station operation management fees, television production services, 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 have generated additional revenues from internet activities and programs focused on local interests such as community events and college and professional sports.

Changes in advertising 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 employee compensation and programming fees paid to the networks. Employee compensation represented 43 percent of local media's operating expenses in fiscal 2015 . Compensation expense is affected by salary and inc entive levels, the number of employees, the costs of our various employee benefit plans, and other factors. Programming fees paid to the networks represented 17 percent of this segment's fiscal 2015 expenses. 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 40 percent of local media's fiscal 2015 operating expenses.


NATIONAL MEDIA

Advertising revenues m ade up 47 percent of fiscal 2015 national media revenues. These revenues were generated from the sale of advertising space in our magazines and on our websites to clients interested in promoting their brands, products, and services to consumers. Changes in advertising revenues tend to correlate with changes in the level of eco nomic 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 revenues.

Circulation revenues account ed for 30 percent o f fiscal 2015 national media revenues. 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 86 percent o f circulation 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 revenues also can influence consumers' response to subscription offers and result in lower revenues and/or higher costs to maintain subscriber levels over time. A key factor in our subscription success is our industry-leading database. It contains approximately 100 million entries that include information on about three-quarters of American homeowners, which includes over 60 percent of millennial women, providing an average of 800 data points for each name. Th e size and depth of our database is a key to our circulation model and

20



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 23 percent of national media revenues came from a variety of activities that included the sale of customer relationship marketing products and services and books as well as brand licensing, product sales, and other related activities. MXM offers integrated promotional, database management, relationship, and direct marketing capabilities for corporate customers, both in printed and digital forms. These other 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.

National media's major expense categories are production and delivery of publications and promotional mailings and employee compensation costs. Paper, postage, and production charges represe nted 29 percent of the segment's operating expenses in fiscal 2015 . 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 typically have multi-year contracts for the printing of our magazines, a practice which reduces pr ice fluctuations over the contract term. Postal rates are dependent on the operating efficiency of the USPS and on legislative mandates imposed on the USPS. The USPS increased rates most recently in May 2015. At this time, the USPS has not proposed any future rate increases. Based on a recent court ruling, the 4.3 percent increase remains temporary and is expected to expire in April 2016. Meredith works with others in the industry and through trade organizations to encourage the USPS to implement efficiencies and contain rate increases.

Employee compensation, which includes benefits expense, represented 27 percent o f national media's operating expenses in fiscal 2015 , and is affected by the same factors noted for local media. The remaining 44 percent of fiscal 2015 national media expenses included costs for magazine newsstand and book distribution, advertising and promotional efforts, and overhead costs for facilities and technology services.


FISCAL 2015 FINANCIAL OVERVIEW

Meredith completed several strategic acquisitions including the October 2014 acquisition of WGGB, the ABC affiliate in Springfield, Massachusetts; the November 2014 acquisitions of the Martha Stewart Living media properties and related digital assets and of mywedding.com; the December 2014 acquisitions of WALA, the FOX affiliate in Mobile, Alabama-Pensacola, Florida and of Selectable Media; and the February 2015 acquisition of the Shape brand and related digital assets.

In October 2014, the Company entered into a $100.0 million note purchase agreement. Proceeds were used primarily to fund the WALA acquisition.

Management committed to several performance improvement plans related primarily to business realignments from recent broadcast station acquisitions, business realignments from recent digital business acquisitions, and other selected workforce reductions. In connection with these plans, the Company recorded pre-tax restructuring charges totaling $16.6 million. The restructuring charges include severance and related benefit costs of $14.7 million related to the involuntary termination of employees, the write-down of video production fixed assets that the Company plans to abandon of $1.2 million, and other write-downs and accruals of $0.7 million.

Local media revenues increased 33 percent and operating profit rose 44 percent reflecting the acquisition of two television stations in the second half of fiscal 2014, the acquisition of two television stations in the first half of fiscal 2015, and increased cyclical political advertising.

National media revenues declined 1 percent compared to the prior year as declines in the revenues of our magazine operations of $103.6 million more than offset revenues from acquisitions of $84.2 million and increased revenues in our interactive media operations of $12.5 million. Approximately 45 percent of the

21



decline in revenues of our magazine operations was due to the prior-year conversion of Ladies' Home Journal from a monthly subscription magazine to a newsstand-only special interest publication. National media operating profit increased 8 percent as operating profit from acquisitions of $17.9 million, improved operating results in our digital and mobile operations of $11.3 million, the lack of a $10.3 million intangible impairment charge as recorded in the prior year, and increased operating profit in our customer relationship marketing operations of $4.0 million more than offset a decline of magazine operating results of $31.6 million.

Diluted earnings per share increased 21 percent to $3.02 from $2.50 in fiscal 2014 .

In fiscal 2015 , we generated $192.3 million in operating cash flows, invested $257.0 million in acquisitions of and investments in businesses, and invested $33.2 million in capital improvements.



RESULTS OF OPERATIONS

Years ended June 30,
2015

 
Change
2014

 
Change
2013

(In millions except per share data)
 
 
 
 
 
 
 
 
 
Total revenues
$
1,594.2

 
9
 %
 
$
1,468.7

 
0
 %
 
$
1,471.3

Costs and expenses
1,294.3

 
6
 %
 
1,222.3

 
1
 %
 
1,215.1

Depreciation and amortization
57.8

 
(4
)%
 
59.9

 
32
 %
 
45.4

Total operating expenses
1,352.1

 
5
 %
 
1,282.2

 
2
 %
 
1,260.5

Income from operations
$
242.1

 
30
 %
 
$
186.5

 
(12
)%
 
$
210.8

Net earnings
$
136.8

 
20
 %
 
$
113.5

 
(8
)%
 
$
123.7

Diluted earnings per share
3.02

 
21
 %
 
2.50

 
(9
)%
 
2.74


OVERVIEW

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

Acquisitions

During fiscal 2015, Meredith completed several acquisitions including the October 2014 acquisition of WGGB and the December 2014 acquisition of WALA in our local media segment, and the November 2014 acquisitions of the rights to operate the Martha Stewart Living media properties and related digital assets and of mywedding.com, the December 2014 acquisition of Selectable Media, and the February 2015 acquisition of the Shape brand and its related digital assets in our national media segment. In the second half of fiscal 2014, Meredith completed the acquisitions of KMOV, the CBS affiliate in St. Louis, Missouri, and KTVK, an independent station in Phoenix, Arizona. In fiscal 2013, we acquired Parenting and Babytalk magazines and related digital assets and the remaining interest in Living the Country Life, LLC. These acquisitions were not material to our consolidated financial statements. The results of these acquisitions have been included in the Company's consolidated operating results since their respective acquisition dates. See Note 2 to the consolidated financial statements for further information.

In the fourth quarter of fiscal 2015, Shape and Fitness magazines were merged into one publication under the Shape brand. In MD&A disclosures, references to increases due to acquisitions includes the incremental increase of the combined Fitness/Shape magazine operations as compared to the operations of Fitness magazine in the fourth quarter of fiscal 2014.


22



Trends and Uncertainties

Advertising demand is the Company's key unc ertainty, and its fluctuation from period to period can have a material effect on operating results. Advertising revenues accounted f or 56 percent of total revenues in fiscal 2015 . 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.


LOCAL MEDIA

The following discussion reviews operating results for the Company's local media segment, which consists of 16 owned television stations and one managed station and related digital and mobile media. The local media segment contributed 34 percent of Meredith's consolidated revenues and 57 percent of the combined operating profit from local media and national media operations in fiscal 2015 .

Fiscal 2015 local media revenues rose 33 percent and operating profit grew 44 percent reflecting the acquisition of two television stations in the second half of fiscal 2014, the acquisition of two television stations in the first half of fiscal 2015, and increased cyclical political advertising.

Local media revenues increased 7 percent in fiscal 2014 as revenues from station acquisitions and strong increases in other revenues more than offset a $34.1 million reduction in political advertising, which was expected in a non-political year. Local media operating profit declined 9 percent in fiscal 2014.

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

Years ended June 30,
2015

 
Change
2014

 
Change
2013

(In millions)
 
 
 
 
 
 
 
 
 
Revenues
$
534.3

 
33
%
 
$
402.8

 
7
 %
 
$
376.1

Operating expenses
(371.6
)
 
28
%
 
(289.7
)
 
15
 %
 
(252.0
)
Operating profit
$
162.7

 
44
%
 
$
113.1

 
(9
)%
 
$
124.1


Local Media Revenues

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

Years ended June 30,
2015

 
Change
2014

 
Change
2013

(In millions)
 
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
 
 
Non-political advertising
$
356.5

 
23
%
 
$
290.7

 
8
 %
 
$
268.8

Political advertising
43.8

 
797
%
 
4.9

 
(87
)%
 
39.0

Other
134.0

 
25
%
 
107.2

 
57
 %
 
68.3

Total revenues
$
534.3

 
33
%
 
$
402.8

 
7
 %
 
$
376.1


Local media revenues increased 33 percent in fiscal 2015. The increase was due primarily to acquisitions and higher political advertising related to the November 2014 elections. Political advertising revenues totaled $43.8 million in

23



the current fiscal year compared with $4.9 million in the prior year. Political revenues from acquisitions accounted for 25 percent of the increase in political advertising revenues. Fluctuations in political advertising revenues at our stations and throughout the broadcasting industry generally follow the biennial cycle of election campaigns. Political advertising displaces a certain amount of non-political advertising; therefore, the revenues are not entirely incremental. Non-political advertising revenues increased 23 percent in fiscal 2015 due primarily to the addition of $73.8 million of non-political advertising revenue from acquisitions. Excluding the $73.8 million non-political advertising revenues from acquisitions, local non-political advertising revenues and national non-political advertising revenues each declined 3 percent in fiscal 2015. Online advertising increased 37 percent as compared to the prior year primarily due to the addition of the acquisitions. Other revenues, which are primarily retransmission fee s from cable, satellite, and telecommunications operators and station management fees , increased 25 percent in fiscal 2015 primarily due to the addition of revenues of $20.1 million from acquisitions and increased retransmission fees of $12.1 million.

Local media revenues increased 7 percent in fiscal 2014. Non-political advertising revenues increased 8 percent in fiscal 2014 as compared to the prior year primarily due to the addition of acquisitions non-political revenue of $14.7 million. Excluding the $14.7 million non-political advertising revenues from acquisitions, local non-political advertising revenues increased 3 percent while national non-political advertising was flat. Political advertising revenues totaled $4.9 million in fiscal 2014 compared with $39.0 million in the prior year. Online advertising revenues grew more than 15 percent in fiscal 2014 driven by increased traffic across the desktop and video platforms, the launch of new mobile apps, and the addition of the acquisitions. Other revenue grew significantly in fiscal 2014 primarily reflecting increased retransmission fees due to having a full year of benefit from agreements that were renegotiated in fiscal 2013.

Local Media Operating Expenses

Fiscal 2015 local media operating expenses increased 28 percent. Approximately 90 percent of the increase was due to the addition of acquisition operating expenses. In addition, programming fees paid to the networks increased $11.6 million, film amortization rose $1.6 million, and legal services expense increased $1.3 million. These increases were offset by a decrease in transaction costs related to station acquisitions of $3.2 million and a $1.1 million reduction in severance and related benefit accruals as compared to the prior year.

Local media operating expenses increased 15 percent in fiscal 2014. Increased programming fees paid to the networks of $14.8 million, the addition of acquisition expenses of $14.1 million, transaction costs related to the acquisitions of $5.5 million, higher payroll and related costs of $2.8 million and a $1.9 million increase in severance and related benefit accruals as compared to the prior year were partially offset by lower legal service costs of $3.6 million.

Local Media Operating Profit

Local media operating profit increased 44 percent in fiscal 2015 compared with the prior year reflecting the addition of the acquisitions as well as the increase in political advertising revenues.

Fiscal 2014 local media operating profit declined 9 percent compared with fiscal 2013 primarily due to a change in the mix of revenues from higher margin political advertising revenues to lower margin other revenues and increased operating expenses as discussed above.


NATIONAL MEDIA

The following discussion reviews operating results for our national media segment, which includes magazine publishing, digital and customer relationship marketing, digital and mobile media, brand licensing, database-related activities, and other related operations. The national media segment contributed 66 percent of Meredith's

24



consolidated revenues and 43 percent of the combined operating profit from local media and national media operations in fiscal 2015 .

National media revenues declined 1 percent in fiscal 2015 while segment operating profit grew 8 percent. Fiscal 2014 national media revenues decreased 3 percent and operating profit declined 18 percent. National media operating results for the last three fiscal years were as follows:

Years ended June 30,
2015

 
Change
2014

 
Change
2013

(In millions)
 
 
 
 
 
 
 
 
 
Revenues
$
1,059.9

 
(1
)%
 
$
1,065.9

 
(3
)%
 
$
1,095.2

Operating expenses
(937.2
)
 
(2
)%
 
(952.8
)
 
0
 %
 
(957.2
)
Operating profit
$
122.7

 
8
 %
 
$
113.1

 
(18
)%
 
$
138.0


National Media Revenues

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

Years ended June 30,
2015

 
Change
2014

 
Change
2013

(In millions)
 
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
 
 
Advertising
$
496.2

 
3
 %
 
$
482.8

 
(6
)%
 
$
515.8

Circulation
313.7

 
(4
)%
 
327.2

 
2
 %
 
322.2

Other
250.0

 
(2
)%
 
255.9

 
0
 %
 
257.2

Total revenues
$
1,059.9

 
(1
)%
 
$
1,065.9

 
(3
)%
 
$
1,095.2


Advertising Revenue
The following table presents advertising page information according to Publishers Information Bureau for our major subscription-based magazines for the last three fiscal years:

Years ended June 30,
2015

 
Change
2014

 
Change
2013

Better Homes and Gardens
1,099

 
(6
)%
 
1,174

 
(7
)%
 
1,263

Parents
1,074

 
(14
)%
 
1,256

 
2
 %
 
1,231

Family Circle
956

 
(1
)%
 
962

 
(16
)%
 
1,147

Fitness / Shape
720

 
(1
)%
 
729

 
(5
)%
 
766

More
565

 
(8
)%
 
611

 
(11
)%
 
685

EveryDay with Rachael Ray
513

 
(18
)%
 
628

 
(3
)%
 
645

Traditional Home
493

 
 %
 
495

 
(12
)%
 
562

FamilyFun
441

 
(19
)%
 
543

 
(3
)%
 
558

Midwest Living
358

 
(11
)%
 
402

 
5
 %
 
382

American Baby
309

 
(11
)%
 
348

 
(6
)%
 
370

Martha Stewart Living 1
301

 
n/m

 

 
n/m

 

EatingWell
257

 
(12
)%
 
293

 
31
 %
 
223

Allrecipes 2
164

 
71
 %
 
96

 
n/m

 

Ladies' Home Journal

 
n/m

 
517

 
(26
)%
 
703

¹ Since date of acquisition in fiscal 2015
 
 
 
 
 
 
 
 
 
2 Since date of launch in fiscal 2014
 
 
 
 
 
 
 
 
 
n/m - Not meaningful
 
 
 
 
 
 
 
 
 

25




Fiscal 2015 national media advertising revenues increased 3 percent. Online advertising revenues in our digital and mobile media operations increased almost 50 percent in fiscal 2015 primarily due to acquisitions, strong performance at Allrecipes.com, and other organic growth. Magazine advertising revenues declined 6 percent. Total advertising pages declined in the high-single digits on a percentage basis. Excluding advertising revenues and page declines due to the conversion of Ladies' Home Journal from a monthly subscription magazine to a newsstand-only special interest publication, ad revenues and pages decreased 1 percent and 4 percent, respectively, primarily due to declines in our parenthood titles partially offset by the addition of advertising revenues and pages from acquired magazines. Among our core advertising categories, prescription drugs showed strength while most other categories were weaker.

National media advertising revenues decreased 6 percent in fiscal 2014. Magazine advertising revenues declined 7 percent. Total advertising pages decreased in the high-single digits on a percentage basis in fiscal 2014 with most of our titles showing declines. Among our advertising categories, direct response and non-prescription drugs showed strength while demand was weaker for toiletries and cosmetics, food and beverage, and retail. Online advertising revenues declined 1 percent in fiscal 2014.

Circulation Revenues
Magazine circulation revenues decreased 4 percent in fiscal 2015. Subscription revenues declined in the low-single digits. A decline in subscription revenues of $24.5 million from the conversion of Ladies' Home Journal from a monthly subscription magazine to a newsstand-only special interest publication, a decline in More magazine's subscription revenues of $3.7 million primarily due to a rate base change, and declines in several other titles due to changes in subscriber source mix were partially offset by subscription revenues from acquisitions of $31.3 million. Newsstand revenues declined approximately 20 percent in fiscal 2015. The decline in newsstand revenues was primarily due to overall weaker demand and a wholesaler disruption in the newsstand channel.

Magazine circulation revenues increased 2 percent in fiscal 2014. While subscription revenues increased in the low-single digits, newsstand revenues declined in the high-single digits. The increase in subscription revenues is primarily due to the additional distribution of the recently launched Allrecipes magazine with Meredith's legacy titles and the additional subscribers obtained through the acquisition of Parenting and Babytalk magazines. The decline in newsstand revenues is primarily due to weakness in special interest media and other titles.

Other Revenues
Fiscal 2015 other revenues decreased 2 percent primarily due to declines in list rental revenues in our magazine operations.

Other revenues were flat in fiscal 2014. MXM revenues decreased in the mid-single digits in fiscal 2014 due primarily to weakness in our health and digital customer relation marketing practices. Brand licensing revenues grew approximately 10 percent primarily due to continued strong sales of Better Homes and Gardens’ licensed products at Walmart stores.

National Media Operating Expenses

Fiscal 2015 national media operating expenses declined 2 percent as compared to the prior year. The conversion of Ladies' Home Journal reduced operating expenses by $48.1 million. In the prior year, an intangible assets impairment charge of $10.3 million was recorded. Circulation expenses declined $9.2 million. Paper costs declined $8.4 million primarily due to a decrease in printing volumes. In addition to the decrease in the volume of paper used, paper expense also decreased due to a low-single digit decline in average paper prices as compared to the prior year. Payroll and related costs declined $4.4 million and editorial costs decreased $4.0 million. These declines were partially offset by the addition of expenses from acquisitions of $66.3 million.

National media operating expenses were flat in fiscal 2014. Fiscal 2014 paper costs declined $9.6 million primarily due to the decrease in printing volumes. In addition to the decrease in the volume of paper used, paper expense also

26



decreased due to a mid-single digit decline in average paper prices as compared to fiscal 2013. Payroll and related costs were down $7.9 million due primarily to restructuring actions taken in the prior year. Postage and other delivery and fulfillment costs declined $5.9 million and editorial costs declined by $4.5 million. Performance-based incentive accruals decreased by $5.1 million. Mostly offsetting these declines were increases in circulation expenses of $10.1 million and paid search costs of $3.2 million. Circulation expenses rose due to an increase in agent expenses.

In addition, in fiscal 2014, the national media segment recorded a $20.8 million restructuring charge. This compares to a $6.4 million restructuring charge recorded by national media in fiscal 2013. The $20.8 million restructuring charge included the impairment of intangible assets of $10.3 million, severance and related benefit costs of $8.5 million, the write-down of fixed assets of $0.9 million, a vacated lease accrual of $0.4 million, and other accruals and write-downs of $0.7 million. Partially offsetting these charges was a $1.1 million reversal of excess restructuring accrual previously recorded by the national media segment.

National Media Operating Profit

National media operating profit grew 8 percent in fiscal 2015. Operating profit from acquisitions of $17.9 million, improved operating results in our digital and mobile operations of $11.3 million, the lack of a $10.3 million intangible impairment charge as recorded in the prior year, and increased operating profit in our customer relationship marketing operations of $4.0 million more than offset a decline of magazine operating results of $31.6 million.

National media operating profit decreased 18 percent in fiscal 2014. The decrease in operating profit was primarily due to a larger restructuring charge recorded in fiscal 2014 as compared to the restructuring charge recorded in fiscal 2013. In addition, decreases in the operating profit of our magazine operations of $23.8 million more than offset improved operating results in our interactive media operations of $8.6 million and our licensing operations of $3.9 million.


UNALLOCATED CORPORATE EXPENSES

Unallocated corporate expenses are general corporate overhead expenses not attributable to the operating groups. These expenses for the last three fiscal years were as follows:

Years ended June 30,
 
2015

 
Change
 
2014

 
Change
 
2013

(In millions)
 
 
 
 
 
 
 
 
 
 
 
 
Unallocated corporate expenses
 
$
43.2

 
9
%
 
 
$
39.7

 
(23
)%
 
 
$
51.3


Unallocated corporate expenses increased 9 percent in fiscal 2015 compared with the prior year. Increases in performance-based incentive accruals of $1.5 million, charitable contributions of $1.5 million, and other small increases in various expense categories were partially offset by a reduction in consulting costs of $2.4 million.

Unallocated corporate expenses decreased 23 percent in fiscal 2014 as fiscal 2013 results included a charge of $5.1 million for professional fees and expenses related to a strategic transaction that did not materialize. Decreases in investment spending in Next Issue Media of $4.1 million and charitable contributions of $1.5 million also contributed to the decline.



27



CONSOLIDATED

Consolidated Operating Expenses

Consolidated operating expenses for the last three fiscal years were as follows:

Years ended June 30,
2015

 
Change
2014

 
Change
2013

(In millions)
 
 
 
 
 
 
 
 
 
Production, distribution, and editorial
$
598.9

 
6
 %
 
$
567.0

 
1
%
 
$
561.1

Selling, general, and administrative
695.3

 
6
 %
 
655.2

 
0
%
 
654.1

Depreciation and amortization
57.8

 
(4
)%
 
59.9

 
32
%
 
45.4

Operating expenses
$
1,352.1

 
5
 %
 
$
1,282.2

 
2
%
 
$
1,260.5


Production, Distribution, and Editorial Costs
Production, distribution, and editorial costs increased 6 percent in fiscal 2015. The addition of acquisition expenses of $61.9 million and increases in programming fees paid to the networks of $11.6 million were partially offset by a reduction in Ladies Home Journal expenses of $22.8 million and declines in paper expense of $8.4 million and editorial expenses of $4.0 million. In addition, customer relationship marketing expenses declined $10.1 million primarily due to a change in product mix.

Fiscal 2014 production, distribution, and editorial costs increased 1 percent compared to fiscal 2013. Increases in programming fees paid to the networks of $14.8 million and the addition of local media acquisition expenses of $6.1 million offset declines in national media paper costs of $9.6 million, postage and other delivery and fulfillment costs of $5.9 million, and editorial costs of $4.5 million.

Selling, General, and Administrative Expenses
Selling, general, and administrative expenses increased 6 percent in fiscal 2015. The addition of acquisition expenses of $64.9 million, increases in performance-based incentive accruals of $6.0 million, and increases in charitable contributions of $1.5 million more than offset a reduction in Ladies Home Journal expenses of $25.3 million and a decline in circulation expenses of $9.2 million. Customer relationship marketing expenses increased $5.4 million primarily due to a change in product mix.

Fiscal 2014 selling, general, and administrative expenses were flat compared to fiscal 2013. Circulation expenses increased $10.1 million, the addition of local media acquisition expenses added $5.3 million, and the accrual for severance and related benefit costs was $4.5 million higher than in fiscal 2013. Offsetting these increases were declines in performance-based incentive accruals of $6.3 million, the lack of expenses related to a fiscal 2013 strategic transaction that did not materialize of $5.1 million, lower investment spending in Next Issue Media of $4.1 million, a decrease in local media legal costs of $3.6 million, lower employee compensation costs of $2.5 million, a favorable curtailment credit related to our postretirement benefit plan of $1.5 million, and a reduction in charitable contributions of $1.5 million.

Depreciation and Amortization
Depreciation and amortization expense decreased 4 percent in fiscal 2015. In fiscal 2014, an impairment charge of $10.3 million related to trademarks and customer lists was recorded. No such impairment charge has been taken in fiscal 2015. In addition, certain intangible assets related to acquisitions in fiscal 2012 became fully amortized in the prior year or current year resulting in $2.9 million less amortization expense in fiscal 2015. These decreases were partially offset by increased depreciation and amortization from acquisitions of $12.0 million.

Depreciation and amortization expense increased 32 percent in fiscal 2014. Due to restructuring plans committed to by management during fiscal 2014, trademarks of $9.5 million and customer lists of $0.8 million were deemed to be impaired and were written off. Excluding these impairments, depreciation and amortization expense increased primarily due to the acquisition of KMOV.

28




Operating Expenses
E mployee compensation including benefits was the largest component of our operating expenses in fiscal 2015 . Employee compensation represented 34 percent of total operating expenses in fiscal 2015 compared t o 33 percent in fiscal 2014 , and 34 percent in fiscal 2013 . National media paper, production, and postage combined expense was the second largest component of our operating costs in fiscal 2015 , representing 20 percent of the total. In fiscal 2014 , these expenses represented 23 percent a nd in fiscal 2013 , they w ere 24 percent .

Income from Operations

Income from operations rose 30 percent in fiscal 2015. The addition of acquisitions operating profits of $49.0 million, higher operating profits in our local media segment of $15.5 million, improved operating results in our national media digital and mobile operations of $11.3 million, the lack an impairment charge of $10.3 million as recorded in fiscal 2014, and increased operating profits in our customer relationship marketing operations of $4.0 million were partially offset by declines in the operating results of our magazine operations of $31.6 million.

Income from operations decreased 12 percent in fiscal 2014 compared to fiscal 2013. The decrease in income from operations was primarily due to a larger restructuring charge recorded in fiscal 2014 than was recorded in fiscal 2013. In addition, decreases in the operating profit of our magazine operations of $23.8 million more than offset improved operating results in our national media digital and mobile operations of $8.6 million and our licensing operations of $3.9 million.

Net Interest Expense

Net interest expense was $19.4 million in fiscal 2015 , $12.2 million in fiscal 2014 , and $13.4 million in fiscal 2013 . Average long-term debt outstanding was $780.3 million in fiscal 2015 , $428.8 million in fiscal 2014 , and $367.7 million in fiscal 2013 . The Company's approximate weighted average interest rate was 2.5 percent in fiscal 2015 , 2.7 percent in fiscal 2014 , and 3.7 percent in fiscal 2013 . The fiscal 2015 weighted average rate includes the effects of derivative financial instruments.

Income Taxes

The Company's effective tax rate was 38.6 percent in fiscal 2015 , 34.9 percent in fiscal 2014 , and 37.4 percent in fiscal 2013 . The fiscal 2014 rate reflected tax benefits realized due to expiring federal and state statutes of limitations and federal tax benefits from the restructuring of Meredith's international operations. The fiscal 2013 rate reflected favorable adjustments primarily due to tax benefits from the resolution of state and local tax contingencies.

Net Earnings and Earnings per Share

Net earnings were $136.8 million ( $3.02 per diluted share) in fiscal 2015 , up 20 percent from $113.5 million ( $2.50 per diluted share) in fiscal 2014 . The increase in net earnings was primarily due to the growth in income from operations as discussed above reduced by increased interest expense and higher taxes. Both average basic and diluted shares outstanding decreased slightly.

Net earnings were $113.5 million ( $2.50 per diluted share) in fiscal 2014 , down 8 percent from $123.7 million ( $2.74 per diluted share) in fiscal 2013 . The decrease in net earnings was primarily due to a larger restructuring charge recorded in fiscal 2014 than was recorded in fiscal 2013. In addition, decreases in the operating profit of our magazine operations of $23.8 million more than offset improved operating results in our national media digital and mobile operations of $8.6 million and our licensing operations of $3.9 million. Both average basic and diluted shares outstanding increased slightly.



29




LIQUIDITY AND CAPITAL RESOURCES

Years ended June 30,
2015

 
2014

 
2013

(In millions)
 
 
 
 
 
Cash flows from operating activities
$
192.3

 
$
178.1

 
$
189.1

Cash flows from investing activities
(206.8
)
 
(442.3
)
 
(76.2
)
Cash flows from financing activities
0.7

 
273.1

 
(111.1
)
Net cash flows
$
(13.8
)
 
$
8.9

 
$
1.9

Cash and cash equivalents
$
22.8

 
$
36.6

 
$
27.7

Long-term debt (including current portion)
795.0

 
715.0

 
350.0

Shareholders' equity
951.9

 
891.7

 
854.3

Debt to total capitalization
46 %

 
45 %

 
29 %



OVERVIEW

Meredith's primary source of liquidity is cash generated by operating activities. Debt financing is typically used for significant acquisitions. Our core businesses—magazine and television broadcasting—have been strong cash generators. Despite the introduction of many new technologies, we believe these businesses will continue to have strong market appeal for the foreseeable future. As is true in any business, changes in the level of demand for magazine and television advertising or other products as well as changes in costs can have a significant effect on operating results and cash flows.

Historically, Meredith has been able to absorb normal business downturns without significant increases in debt and management believes the Company will continue to do so. We expect cash on hand, internally generated cash flow, and available credit from financing agreements will provide adequate funds for operating and recurring cash needs (e.g., working capital, capital expenditures, debt repayments, and cash dividends) into the foreseeable future. At June 30, 2015 , we had up to $122.5 million available under our revolving credit facility and up to $20.0 million av ailable under our asset-backed bank facility (depending on levels of accounts receivable). While there are no guarantees that we will be able to replace current credit agreements when they expire, we expect to be able to do so.


SOURCES AND USES OF CASH

Cash and cash equivalents decreased $13.8 million in fiscal 2015 . They increased $8.9 million in fiscal 2014 and $1.9 million in fiscal 2013 . Over the three-year period, net cash provided by operating activities was used for acquisitions, debt repayments, dividends, stock repurchases, and capital investments.

Operating Activities

The largest single component of operating cash inflows is cash received from advertising customers. Advertising accounted for more than 50 percent of total revenues in each of the past three fiscal years. Other sources of operating cash inflows include cash received from magazine circulation sales and other revenue transactions such as customer relationship marketing, retransmission consent fees, brand licensing, and product sales. Operating cash outflows include payments to vendors and employees and payments of interest and income taxes. Our most significant vendor payments are for production and delivery of publications and promotional mailings, broadcasting programming rights, employee benefits (including pension plans), network programming fees, and other services and supplies.


30



Cash provided by operating activities totaled $192.3 million in fiscal 2015 compared with $178.1 million in fiscal 2014 . The change is primarily due to increased net earnings and an increase in deferred income taxes.

Cash provided by operating activities totaled $178.1 million in fiscal 2014 compared with $189.1 million in fiscal 2013 . The change is primarily due to the timing of cash payments such as income tax payments and lower net earnings (excluding the impact of non-cash impairments).

Changes in the Company's cash contributions to qualified defined benefit pension plans can have a significant effect on cash provided by operations. During fiscal 2015, we made a $5.0 million contribution. We made no contributions in fiscal 2014 or fiscal 2013. We do not anticipate a required contribution in fiscal 2016 .

Investing Activities

Investing cash inflows generally include proceeds from the sale of assets or a business. Investing cash outflows generally include payments for the acquisition of new businesses; investments; and additions to property, plant, and equipment.

Net cash used in investing activities was $206.8 million in fiscal 2015 compared to $442.3 million in fiscal 2014 as less cash was used in the current year related to the purchases of acquisitions. In addition, Meredith received proceeds from the sale of assets in the current year. No such sales occurred in fiscal 2014.

Net cash used in investing activities increased to $442.3 million in fiscal 2014 from $76.2 million in the prior year. The increase primarily reflects cash used for the purchase of the broadcast stations in fiscal 2014.

Financing Activities

Financing cash inflows generally include borrowings under debt agreements and proceeds from the exercise of common stock options issued under share-based compensation plans. Financing cash outflows generally include the repayment of long-term debt, repurchases of Company stock, and the payment of dividends.

Net cash provided by financing activities totaled $0.7 million in fiscal 2015 , compared with $273.1 million in the prior year. The change in cash from financing activities is primarily due to net debt proceeds of $80.0 million in the current year compared to net debt proceeds $365.0 million in the prior year. The debt incurred in both fiscal 2015 and fiscal 2014 was used primarily to fund acquisitions.

Net cash provided by financing activities totaled $273.1 million in fiscal 2014 , compared with net cash used in financing activities of $111.1 million in fiscal 2013. The change in cash from financing activities is primarily due to net debt proceeds of $365.0 million in fiscal 2014 primarily to finance the broadcast acquisitions, compared to a net $30.0 million debt reduction in fiscal 2013.

Long-term Debt

At June 30, 2015 , long-term debt outstanding totaled $795.0 million ( $237.5 million under a term loan, $250.0 million in floating-rate unsecured senior notes, $150.0 million in fixed-rate unsecured senior notes, $80.0 million under an asset-backed bank facility, and $77.5 million outstanding under a revolving credit facility).

During fiscal 2015, the Company entered into interest rate swap agreements to hedge variable interest rate risk on the $250.0 million floating-rate senior notes and on $50.0 million of the term loan. The expiration of the swaps is as follows: $50.0 million in August 2018, $100.0 million in March 2019, and $150.0 million in August 2019. Under the swaps the Company will pay fixed rates of interest ( 1.36 percent on the swap maturing in August 2018, 1.53 percent on the swap maturing in March 2019, and 1.76 percent on the swaps maturing in August 2019) and receive variable rates of interest based on the one to three-month London Interbank Offered Rate (LIBOR) ( 0.19 percent on

31



the swap maturing in August 2018, 0.28 percent on the swap maturing in March 2019, and 0.28 percent on the swaps maturing in August 2019 as of June 30, 2015 ) on the $300.0 million notional amount of indebtedness.

The revolving credit facility has a capacity of up to $200.0 million. Both the revolving credit facility and the term loan have a five-year term which will expire in March 2019. The interest rate under both the revolving credit facility and the term loan is variable based on LIBOR and Meredith's debt to trailing 12 month EBITDA (earnings before interest, taxes, depreciation, and amortization as defined in the debt agreement) ratio. As of June 30, 2015 , the weighted average interest rate was 1.88 percent for the revolving credit facility and term loan, after taking into account the effect of outstanding interest rate swap agreements. The term loan is payable in quarterly installments based on an amortization schedule as set forth in the agreement. At June 30, 2015 , $237.5 million was outstanding under the term loan and $77.5 million was outstanding under the revolver. Of the term loan, $12.5 million is due in the next 12 months. We expect to repay this with cash from operations and credit available under existing credit agreements.

The floating-rate unsecured senior notes are due in December 2022 and February 2024. The weighted average effective interest rate for $150.0 million of the floating-rate unsecured senior notes was 3.26 percent at June 30, 2015 , after taking into account the effect of outstanding interest rate swap agreements. The weighted average effective interest rate for $100.0 million of the floating-rate unsecured senior notes was 3.03 percent at June 30, 2015 , after taking into account the effect of outstanding interest rate swap agreement. None of the floating-rate senior notes are due in the next 12 months.

Of the fixed-rate unsecured senior notes, $50.0 million is due in the next 12 months. We expect to repay the senior notes with cash from operations and credit available under existing credit agreements. The fixed-rate senior notes are repayable in amounts of $50.0 million and are due from March 1, 2016, to March 1, 2018. The fixed-rate senior notes carry an interest rate of 3.04 percent.

In connection with the asset-backed bank facility, we entered into a revolving agreement. Under this agreement, we currently sell all of our rights, title, and interest in the majority of our accounts receivable related to advertising and miscellaneous revenues to Meredith Funding Corporation, a special-purpose entity established to purchase accounts receivable from Meredith. At June 30, 2015 , $172.0 million of accounts receivable net of reserves were outstanding under the agreement. Meredith Funding Corporation in turn sells receivable interests to a major national bank. In consideration of the sale, Meredith receives cash and a subordinated note that bears interest at the prime rate, 3.25 percent at June 30, 2015 , from Meredith Funding Corporation. As of June 30, 2015 , the asset-backed bank facility had a capacity of up to $100.0 million (depending on levels of accounts receivable). The interest rate on the asset-backed bank facility is variable based on LIBOR plus a fixed spread. The interest rate was 1.04 percent as of June 30, 2015 . In February 2015, we renewed our asset-backed bank facility for an additional six month period on terms substantially similar to those previously in place. The renewed facility will expire in October 2015. We expect to renew the asset-backed bank facility on or before its expiration date under substantially similar terms.


32



We believe our debt agreements are material to discussions of Meredith's liquidity. All of our debt agreements include financial covenants, and failure to comply with any such covenants could result in the debt becoming payable on demand. A summary of the most significant financial covenants and their status at June 30, 2015 , is as follows:

 
Required at
June 30, 2015
Actual at
June 30, 2015
Ratio of debt to trailing 12 month EBITDA 1
Less than 3.75
2.49
Ratio of EBITDA 1  to interest expense
Greater than 2.75
15.29
1  EBITDA is earnings before interest, taxes, depreciation, and amortization as defined in the debt agreements.
 

The Company was in compliance with these and all other financial covenants at June 30, 2015 .

Contractual Obligations

The following table summarizes our principal contractual obligations as of June 30, 2015 :

 
 
 
 
Payments Due by Period
 
Contractual obligations
 
Total

 
Less than
1 Year

 
1-3
Years

 
4-5
Years

 
After 5
Years

(In millions)
 
 
 
 
 
 
 
 
 
Long-term debt
$
795.0

 
$
62.5

 
$
150.0

 
$
332.5

 
$
250.0

Debt interest 1
89.1

 
17.0

 
28.3

 
18.4

 
25.4

Broadcast rights and network programming 2
213.2

 
86.6

 
109.4

 
17.0

 
0.2

Contingent acquisition consideration 3
70.8

 
0.8

 
8.6

 
61.4

 

Operating leases
150.5

 
18.4

 
33.1

 
27.7

 
71.3

Purchase obligations and other 4
47.3

 
23.4

 
14.6

 
5.1

 
4.2

Total contractual cash obligations
$
1,365.9

 
$
208.7

 
$
344.0

 
$
462.1

 
$
351.1

 
 
1
Debt interest represents semi-annual interest payments due on fixed-rate senior notes outstanding at June 30, 2015 and estimated interest payments on variable-rate term loan and variable-rate private placement senior notes outstanding at June 30, 2015. Interest payments on variable-rate debt is estimated using the effective interest rate including projected payments related to interest rate swaps as of June 30, 2015.
2
Commitments for broadcasting rights and network programming consist of future rights to broadcast television programming and future programming costs pursuant to network affiliate agreements. Broadcast rights include $30.3 million owed for broadcast rights that are not currently available for airing and are therefore not included in the Consolidated Balance Sheet at June 30, 2015.
3
While it is not certain if and /or when these contingent acquisition payments will be made, we have included the payments in the table based on our best estimates of the amounts and dates when the contingencies may be resolved.
4
Purchase obligations and other includes expected postretirement benefit payments.

Due to uncertainty with respect to the timing of future cash flows associated with unrecognized tax benefits at June 30, 2015 , the Company is unable to make reasonably reliable estimates of the period of cash settlement. Therefore, $43.7 million of unrecognized tax benefits have been excluded from the contractual obligations table above. See Note 7 to the Consolidated Financial Statements for further discussion of income taxes.

Purchase obligations represent legally binding agreements to purchase goods and services that specify all significant terms. Outstanding purchase orders, which represent authorizations to purchase goods and services but are not legally binding, are not included in purchase obligations. We believe current cash balances, cash generated by future operating activities, and cash available under current credit agreements will be sufficient to meet our contractual

33



cash obligations and other operating cash requirements for the foreseeable future. Projections of future cash flows are, however, subject to substantial uncertainty as discussed throughout MD&A and particularly in Item 1A-Risk Factors beginning on page 11. Debt agreements may be renewed or refinanced if we determine it is advantageous to do so. We also have commitments in the form of standby letters of credit tota li ng $1.2 million tha t ex pire within one year.

Share Repurchase Program

We have maintained a program of Company share repurchases for 27 years. In fiscal 2015 , we spent $46.8 million to repurchase an aggregate of 924,000 shares of Meredith Corporation common and Class B stock at then current market prices. We spent $78.2 million to repurchase an aggregate of 1,640,000 shares in fiscal 2014 and $54.7 million to repurchase an aggregate of 1,477,000 shares in fiscal 2013 . We expect to continue repurchasing shares from time to time subject to market conditions. In May 2014, the Board of Directors authorized the repurchase of up to $100.0 million in additional shares of the Company's stock through public and private transactions. As of June 30, 2015 , $97.0 million remained available under the current authorizations for future repurchases. The status of the repurchase program is reviewed at each quarterly Board of Directors meeting. See Item 5-Issuer Purchases of Equity Securities of this Form 10-K for detailed information on share repurchases during the quarter ended June 30, 2015 .

Dividends

Meredith has paid quarterly dividends continuously since 1947 and we have increased our dividend annually for 22 consecutive years. The last increase occurred in February 2015 when the Board of Directors approved the quarterly dividend of 45.75 cents per share effective with the dividend payable in March 2015. Given the current number of shares outstanding, the increase will result in additional dividend payments of approximately $4.5 million annually. Dividend payments totaled $80.0 million , or $1.78 per share, in fiscal 2015 compared with $75.4 million , or $1.68 per share, in fiscal 2014 , and $70.5 million , or $1.58 per share, in fiscal 2013 .

Capital Expenditures

Spending for property, plant, and equipment totaled $33.2 million in fiscal 2015 , $24.8 million in fiscal 2014 , and $26.0 million in fiscal 2013 . Spending for all fiscal years primarily related to assets acquired in the normal course of business. The Company has no material commitments for capital expenditures. We expect funds for future capital expenditures to come from operating activities or, if necessary, borrowings under credit agreements.


CRITICAL ACCOUNTING POLICIES

Meredith's consolidated financial statements are prepared in accordance with GAAP. Our significant accounting policies are summarized in Note 1 to the consolidated financial statements. The preparation of our consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Some of these estimates and assumptions are inherently difficult to make and subjective in nature. We base our estimates on historical experience, recent trends, our expectations for future performance, and other assumptions as appropriate. We reevaluate our estimates on an ongoing basis; actual results, however, may vary from these estimates.

The following are the accounting policies that management believes are most critical to the preparation of our consolidated financial statements and require management's most difficult, subjective, or complex judgments. In addition, there are other items within the consolidated financial statements that require estimation but are not deemed to be critical accounting policies. Changes in the estimates used in these and other items could have a material impact on the consolidated financial statements.


34



GOODWILL AND INTANGIBLE ASSETS

The Company has a significant amount of goodwill and indefinite-lived intangible assets that are reviewed at least annually for impairment. At June 30, 2015 , goodwill and intangible assets totaled $2.0 billion , or 69 percent of Meredith's total assets, with $1.2 billion in the national media segment and $0.8 billion in the local media segment.

Management is required to evaluate goodwill and intangible assets with indefinite lives for impairment on an annual basis or when events occur or circumstances change that would indicate the carrying value exceeds the fair value. In reviewing goodwill for impairment, the Company may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. At May 31, 2015, the date the Company last performed our annual evaluation of impairment of goodwill, management elected to perform the two-step goodwill impairment test for all reporting units. The first step of this test is to compare the fair value of a reporting unit to its carrying value. In reviewing other indefinite-lived intangible assets for impairment, the Company compares the fair value of the asset to the asset’s carrying value.

Fair value is determined using a discounted cash flow model which requires us to estimate the future cash flows expected to be generated by the reporting unit or to result from the use of the assets. These estimates depend upon assumptions about future revenues (including projections of overall market growth and our share of market), estimated costs, and appropriate discount rates where applicable. Our assumptions are based on historical data, various internal estimates, and a variety of external sources and are consistent with the assumptions used in both our short-term financial forecasts and long-term strategic plans. Depending on the assumptions and estimates used, future cash flow projections can vary within a range of outcomes. Changes in key assumptions about the local media and national media businesses and their prospects or changes in market conditions could result in an impairment charge. See Item 1A.-Risk Factors for other factors which could affect our assumptions. Also see Note 4 to the consolidated financial statements for additional information. The impairment analysis of these assets is considered critical because of their significance to the Company and our local media and national media segments.


BROADCAST RIGHTS

Broadcast rights, which consist primarily of rights to broadcast syndicated programs and feature films, are recorded at cost when the programs become available for airing. Amortization of broadcast rights is generally recorded on an accelerated basis over the contract period. Broadcast rights valued at $6.3 million were included in the Consolidated Balance Sheet at June 30, 2015 . In addition, we had entered into contracts valued at $30.3 million not included in the Consolidated Balance Sheet at June 30, 2015 , because the related programming was not yet available for airing.

Broadcast rights are valued at the lower of unamortized cost or net realizable value. The determination of net realizable value requires us to estimate future net revenues expected to be earned as a result of airing of the programming. Future revenues can be affected by changes in the level of advertising demand, competition from other television stations or other media, changes in television programming ratings, changes in the planned usage of programming materials, and other factors. Changes in such key assumptions could result in an impairment charge.


PENSION AND POSTRETIREMENT PLANS

Meredith has noncontributory pension plans covering substantially all employees. These plans include qualified (funded) plans as well as nonqualified (unfunded) plans. These plans provide participating employees with retirement benefits in accordance with benefit provision formulas. The nonqualified plans provide retirement benefits only to certain highly compensated employees. Meredith also sponsors defined healthcare and life insurance plans that provide benefits to eligible retirees.

The accounting for pension and postretirement plans is actuarially based and includes assumptions regarding expected returns on plan assets, discount rates, and the rate of increase in healthcare costs. We consider the

35



accounting for pension and postretirement plans critical to Meredith and both of our segments because of the number of significant judgments required. More information on our assumptions and our methodology in arriving at these assumptions can be found in Note 8 to the consolidated financial statements. Changes in key assumptions could materially affect the associated assets, liabilities, and benefit expenses. Depending on the assumptions and estimates used, these balances could vary within a range of outcomes. We monitor trends in the marketplace and rely on guidance from employee benefit specialists to arrive at reasonable estimates. These estimates are reviewed annually and updated as needed. Nevertheless, the estimates are subjective and may vary from actual results.

Meredith will use a long-term rate of return on assets of 8.0 percent in developing fiscal 2016 pension costs, the same as used in fiscal 2015 . The fiscal 2015 rate was based on various factors that include but are not limited to the plans' asset allocations, a review of historical capital market performance, historical plan performance, current market factors such as inflation and interest rates, and a forecast of expected future asset returns. The pension plan assets earned 2.7 percent in fiscal 2015 and 20.2 percent in fiscal 2014 . If we had decreased our expected long-term rate of return on plan assets by 0.5 percent in fiscal 2015 , our pension expense would have increased by $0.7 million.

Meredith will use a discount rate of 3.75 percent in developing the fiscal 2016 pension costs, up from a rate of 3.57 percent used in fiscal 2015 . If we had decreased the discount rate by 0.5 percent in fiscal 2015 , our pension expense would have decreased by $0.2 million.

Assumed rates of increase in healthcare cost levels have a significant effect on postretirement benefit costs. A one-percentage-point increase in the assumed healthcare cost trend rate would have resulted in an increase of $0.4 million in the postretirement benefit obligation at June 30, 2015 , and no increase in the aggregate service and interest cost components of fiscal 2015 expense.


REVENUE RECOGNITION

Revenues from the newsstand sale of magazines are recorded net of our best estimate of expected product returns. Net revenues from newsstand sales totaled 4 percent o f fiscal 2015 national media segment revenues. Allowances for returns are subject to considerable variability. Return allowances may exceed 65 percent for magazines sold on the newsstand. Estimation of these allowances for future returns is considered critical to the national media segment and the Company as a whole because of the potential impact on revenues.

Estimates of magazine newsstand returns are based on historical experience and current marketplace conditions. Allowances for returns are adjusted continually on the basis of actual results. Unexpected changes in return levels may result in adjustments to net revenues.


SHARE-BASED COMPENSATION EXPENSE

Meredith has a stock incentive plan that permits us to grant various types of share-based incentives to key employees and directors. The primary types of incentives granted under the plan are stock options and restricted shares of common stock. Share-based compensation expense totaled $12.5 million in fiscal 2015 . As of June 30, 2015 , unearned compensation cost was $3.0 million for restricted stock units, $2.3 million for restricted stock, and $2.8 million for stock options. These costs will be recognized over weighted average periods of 2.2 years, 1.3 years, and 1.7 years, respectively.

Restricted shares and units are valued at the market value of traded shares on the date of grant. The valuation of stock options requires numerous assumptions. We determine the fair value of each option as of the date of grant using the Black-Scholes option-pricing model. This model requires inputs for the expected volatility of our stock price, expected life of the option, and expected dividend yield, among others. We base our assumptions on historical data, expected market conditions, and other factors. In some instances, a range of assumptions is used to reflect

36



differences in behavior among various groups of employees. In addition, we estimate the number of options and restricted stock expected to eventually vest. This is based primarily on past experience.

We consider the accounting for share-based compensation expense critical to Meredith and both of our segments because of the number of significant judgments required. More information on our assumptions can be found in Note 11 to the consolidated financial statements. Changes in these assumptions could materially affect the share-based compensation expense recognized as well as various liability and equity balances.


INCOME TAXES

Income taxes are recorded for the amount of taxes payable for the current year and include deferred tax assets and liabilities for the effect of temporary differences between the financial and tax basis of recorded assets and liabilities using enacted tax rates. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. Income tax expense was 38.6 percent of earnings before income taxes in fiscal 2015 . Net deferred tax liabilities totaled $340.0 million , or 18 percent of total liabilities, at June 30, 2015 .

We consider accounting for income taxes critical to our operations because management is required to make significant subjective judgments in developing our provision for income taxes, including the determination of deferred tax assets and liabilities, any valuation allowances that may be required against deferred tax assets, and reserves for uncertain tax positions.

The Company operates in numerous taxing jurisdictions and is subject to audit in each of these jurisdictions. These audits can involve complex issues that tend to require an extended period of time to resolve and may eventually result in an increase or decrease to amounts previously paid to the taxing jurisdictions. Any such audits are not expected to have a material effect on the Company's consolidated financial statements.


ACCOUNTING AND REPORTING DEVELOPMENTS


ADOPTED OR PENDING ACCOUNTING PRONOUNCEMENTS

There were no new accounting pronouncements issued or effective during the fiscal year which have had or are expected to have a material impact on the consolidated financial statements. See Note 1 to the consolidated financial statements for further detail on applicable accounting pronouncements that were adopted in fiscal 2015 or will be effective for fiscal 2016 .



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Meredith is exposed to certain market risks as a result of our use of financial instruments, in particular the potential market value loss arising from adverse changes in interest rates. The Company does not utilize financial instruments for trading purposes and does not hold any derivative financial instruments that could expose the Company to significant market risk. There have been no significant changes in the market risk exposures since June 30, 2014 .

Interest Rates

We generally manage our risk associated with interest rate movements through the use of a combination of variable and fixed-rate debt. At June 30, 2015 , Meredith had $150.0 million outstanding in fixed-rate, long-term debt. In

37



addition, Meredith has effectively converted the $250.0 million floating-rate senior notes and $50.0 million of the term loan to fixed-rate debt through the use of interest rate swaps. Since the interest rate swaps hedge the variability of interest payments on variable-rate debt with the same terms, they qualify for cash flow hedge accounting treatment. There are no earnings or liquidity risks associated with the Company's fixed-rate debt. The fair value of the fixed-rate debt (based on discounted cash flows reflecting borrowing rates currently available for debt with similar terms and maturities) varies with fluctuations in interest rates. A 10 percent decrease in interest rates would have changed the fair value of the fixed-rate debt to $152.7 million from $152.1 million at June 30, 2015 .

At June 30, 2015 , $645.0 million of our debt was variable-rate debt before consideration of the impact of the swaps. The Company is subject to earnings and liquidity risks for changes in the interest rate on this debt. A 10 percent increase in interest rates would increase annual interest expense by $1.1 million.

The fair value of the interest rate swaps is the estimated amount, based on discounted cash flows, the Company would pay or receive to terminate the swap agreements. We intend to continue to meet the conditions for hedge accounting. However, if hedges were not to be highly effective in offsetting cash flows attributable to the hedged risk, the changes in the fair value of the derivatives used as hedges could have an impact on our consolidated net earnings.

Broadcast Rights Payable

The Company enters into broadcast rights contracts for our television stations. As a rule, these contracts are on a market-by-market basis and subject to terms and conditions of the seller of the broadcast rights. These procured rights generally are sold to the highest bidder in each market, and the process is very competitive. There are no earnings or liquidity risks associated with broadcast rights payable. Fair values are determined using discounted cash flows. At June 30, 2015 , a 10 percent decrease in interest rates would have resulted in an immaterial change in the fair value of the available broadcast rights payable and the unavailable broadcast rights commitments.

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(This page has been left blank intentionally.)

39



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements and Supplementary Data
 
 
Page
 
 
 
 
Financial Statements
 
Consolidated Balance Sheets  as of June 30, 2015 and 2014
Consolidated Statements of Earnings  for the Years Ended June 30, 2015, 2014, and 2013
Consolidated Statements of Comprehensive Income  for the Years Ended June 30, 2015, 2014, and 2013
Consolidated Statements of Shareholders' Equity  for the Years Ended June 30, 2015, 2014, and 2013
Consolidated Statements of Cash Flows  for the Years Ended June 30, 2015, 2014, and 2013
Notes  to Consolidated Financial Statements
 
 
 
 
Financial Statement Schedule
 




40



Report of Independent Registered Public Accounting Firm


The Board of Directors and Shareholders
Meredith Corporation:

We have audited the accompanying consolidated balance sheets of Meredith Corporation and subsidiaries (the Company) as of June 30, 2015 and 2014, and the related consolidated statements of earnings, comprehensive income, shareholders' equity, and cash flows for each of the years in the three-year period ended June 30, 2015. In connection with our audits of the consolidated financial statements, we also have audited the consolidated financial statement schedule, Schedule II-Valuation and Qualifying Accounts. We also have audited the Company's internal control over financial reporting as of June 30, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these consolidated financial statements and financial statement schedule, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule and an opinion on the Company's internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Meredith Corporation and subsidiaries as of June 30, 2015 and 2014, and the results of their operations and their cash flows for each of the years in the three-year period ended June 30, 2015, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all

41



material respects, the information set forth therein. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

/s/ KPMG LLP
Des Moines, Iowa
August 24, 2015




42



REPORT OF MANAGEMENT




To the Shareholders of Meredith Corporation:

Meredith management is responsible for the preparation, integrity, and objectivity of the financial information included in this Annual Report on Form 10-K. We take this responsibility very seriously as we recognize the importance of having well-informed, confident investors. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include amounts based on our informed judgments and estimates. We have adopted appropriate accounting policies and are fully committed to ensuring that those policies are applied properly and consistently. In addition, we strive to report our consolidated financial results in a manner that is relevant, complete, and understandable. We welcome any suggestions from those who use our reports.

To meet our responsibility for financial reporting, our internal control systems and accounting procedures are designed to provide reasonable assurance as to the reliability of financial records. In addition, our internal audit staff monitors and reports on compliance with Company policies, procedures, and internal control systems.

The consolidated financial statements and the effectiveness of the Company's internal control over financial reporting have been audited by an independent registered public accounting firm in accordance with the standards of the Public Company Accounting Oversight Board (United States). The independent registered public accounting firm was given unrestricted access to all financial records and related information, including all Board of Directors and Board committee minutes.

The Audit Committee of the Board of Directors is responsible for reviewing and monitoring the Company's accounting policies, internal controls, and financial reporting practices. The Audit Committee is also directly responsible for the appointment, compensation, and oversight of the Company's independent registered public accounting firm. The Audit Committee consists solely of independent directors who meet with the independent registered public accounting firm, management, and internal auditors to review accounting, auditing, and financial reporting matters. To ensure complete independence, the independent registered public accounting firm has direct access to the Audit Committee without the presence of management representatives.

At Meredith, we have always placed a high priority on good corporate governance and will continue to do so in the future.


/s/ Joseph Ceryanec

Joseph Ceryanec
Chief Financial Officer




43



FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Meredith Corporation and Subsidiaries
Consolidated Balance Sheets

Assets
June 30,
2015

 
2014

(In thousands)
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
22,833

 
$
36,587

Accounts receivable
     (net of allowances of $8,495 in 2015 and $7,813 in 2014)
284,646

 
257,644

Inventories
24,681

 
24,008

Current portion of subscription acquisition costs
122,350

 
96,893

Current portion of broadcast rights
4,516

 
4,551

Assets held for sale

 
56,010

Other current assets
23,505

 
17,429

Total current assets
482,531

 
493,122

Property, plant, and equipment
 
 
 
Land
24,858

 
23,363

Buildings and improvements
151,320

 
143,169

Machinery and equipment
324,185

 
314,839

Leasehold improvements
14,284

 
14,125

Construction in progress
12,975

 
5,610

Total property, plant, and equipment
527,622

 
501,106

Less accumulated depreciation
(313,886
)
 
(296,168
)
Net property, plant, and equipment
213,736

 
204,938

Subscription acquisition costs
103,842

 
101,533

Broadcast rights
1,795

 
3,114

Other assets
67,750

 
86,935

Intangible assets, net
972,382

 
813,297

Goodwill
1,001,246

 
840,861

Total assets
$
2,843,282

 
$
2,543,800

 
 
 
 
See accompanying Notes to Consolidated Financial Statements
 
 
 

44





Meredith Corporation and Subsidiaries
Consolidated Balance Sheets (continued)

Liabilities and Shareholders' Equity
June 30,
2015

 
2014

(In thousands except per share data )
 
 
 
Current liabilities
 
 
 
Current portion of long-term debt 
$
62,500

 
$
87,500

Current portion of long-term broadcast rights payable 
4,776

 
4,511

Accounts payable
93,944

 
81,402

Accrued expenses
 
 
 
Compensation and benefits
71,233

 
57,637

Distribution expenses
13,056

 
8,504

Other taxes and expenses
79,366

 
69,906

Total accrued expenses
163,655

 
136,047

Current portion of unearned subscription revenues
206,126

 
173,643

Total current liabilities
531,001

 
483,103

Long-term debt
732,500

 
627,500

Long-term broadcast rights payable
2,998

 
4,327

Unearned subscription revenues
151,221

 
151,533

Deferred income taxes
311,645

 
277,477

Other noncurrent liabilities
162,067

 
108,208

Total liabilities
1,891,432

 
1,652,148

Shareholders' equity
 
 
 
Series preferred stock, par value $1 per share
 
 
 
Authorized 5,000 shares; none issued

 

Common stock, par value $1 per share
 
 
 
Authorized 80,000 shares; issued and outstanding 37,657 shares in 2015 (excluding 24,451 treasury shares) and 36,776 shares in 2014 (excluding 24,395 treasury shares)
37,657

 
36,776

Class B stock, par value $1 per share, convertible to common stock
 
 
 
Authorized 15,000 shares; issued and outstanding 6,963 shares in 2015 and 7,700 shares in 2014
6,963

 
7,700

Additional paid-in capital
49,019

 
41,884

Retained earnings
870,859

 
814,050

Accumulated other comprehensive loss
(12,648
)
 
(8,758
)
Total shareholders' equity
951,850

 
891,652

Total liabilities and shareholders' equity
$
2,843,282

 
$
2,543,800

 
 
 
 
See accompanying Notes to Consolidated Financial Statements
 
 
 


45



Meredith Corporation and Subsidiaries
Consolidated Statements of Earnings

Years ended June 30,
2015

 
2014

 
2013

(In thousands except per share data)
 
 
 
 
 
Revenues
 
 
 
 
 
Advertising
$
896,548

 
$
778,391

 
$
823,690

Circulation
313,685

 
327,214

 
322,223

All other
383,943

 
363,103

 
325,427

Total revenues
1,594,176

 
1,468,708

 
1,471,340

Operating expenses
 
 
 
 
 
Production, distribution, and editorial
598,941

 
567,024

 
561,058

Selling, general, and administrative
695,319

 
655,241

 
654,098

Depreciation and amortization
57,804

 
59,928

 
45,350

Total operating expenses
1,352,064

 
1,282,193

 
1,260,506

Income from operations
242,112