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

The Company operates two business segments: national media and local media. Our national media segment includes leading national consumer media brands delivered via multiple media platforms, includingacross print magazines, digital and mobile media, brand licensing activities, performance marketing, database-related activities, affinity marketing, and business-to-business marketing products and services.services, and other related operations. Our focus is on the entertainment, food, lifestyle, parenting, and home categories, which include brands such as People, Better Homes & Gardens, InStyle, Allrecipes, Real Simple, Shape, Southern Living, and Martha Stewart Living among others. In addition to subscription magazines, in fiscal 2020,2021, we published over 300 special interest publications. Most of our brands are also available as digital editions on one or more of the major digital newsstands and on major tablet devices. The national media segment’s extensive digital presence consists of 5039 websites and applications (apps). The national media segment also includes brand licensing activities, affinity marketing, third-party marketing, an extensive consumer database, and other related operations. reaching more than 150 million consumers every month.

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

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

As of May 3, 2021, and as amended on June 2, 2021, Meredith, acquired magazines.com,Gray Television, Inc. (Gray), and Gray Hawkeye Stations, Inc., a website that promotes, markets,wholly-owned subsidiary of Gray, entered into a definitive merger agreement pursuant to which Gray will acquire Meredith for $2.825 billion (the Merger) immediately after and sells print and electronic magazine subscriptions.

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

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

In December 2019, there was an outbreak of a novel strain of coronavirus (COVID-19)The COVID-19 pandemic has impacted our results, positively in China that has since spread to nearly all regions of the world. The outbreak was subsequently declared a pandemic by the World Health Organizationsome areas and negatively in March 2020.others. In the face of unprecedented business conditions caused by the COVID-19 pandemic,

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

In response to the COVID-19 pandemic, the health and well-beingCompany introduced a number of our employees, our vendors, our customers, and the communities in which we operate are our top priorities. We are taking measures to adhere to all regulationsstrengthen its financial position, preserve liquidity, and guidelines from governmentimprove its financial flexibility. These included pausing Meredith Corporation’s dividend, refinancing our preferred equity with less expensive term debt, reducing capital expenditures, improving working capital, and health agency authorities related to the containment of COVID-19 and to implement emerging health and safety best practices, including:

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

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

National media contributed 7368 percent of Meredith’s consolidated revenues and 53 percent of the combined operating profit from national media and local media operations in fiscal 2020.2021. People and Better Homes & Gardens, our flagship brands, together account for a significant percentage of revenues and operating profit of the national media segment and the Company.

Information for our major subscription magazine titles as of June 30, 2020,2021, is as follows:

In addition to these major magazine titles, we published over 300 special interest publications under approximately 70a variety of brands in fiscal 2020.2021. The titles are issued from one to six times annually and sold primarily on newsstands. A limited number of special interest publication subscriptions are also sold.

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

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

National media’s 5039 websites and apps provide information, ideas, and inspiration for nearly 95 percentto more than 150 million unique monthly visitors, including approximately three-quarters of all American women. These branded websites focus on the topics that women care about most—celebrity, entertainment, food, home, entertaining, and meeting the needs of moms—and on delivering powerful content geared toward lifestyle topics such as health, beauty, style, and wellness. Our Allrecipes brand has four omni-channel sites serving six countriesbrands also engage on all major social platforms, through robust newsletter programs, audio products, and connected devices. For example, Allrecipes.com and People.com are No. 1 in two languages, one apptheir respective categories in terms of monthly visitors and engage consumers across all major social platforms, multiple platforms,podcasts, and one Skill for Amazon Alexa. Fiscal 2020 digital traffic across our various platforms averaged approximately 150 million unique monthly visitors. Our brands have a robust social networking presence as well.Alexa skills. In fiscal 2020, national media2021, our brands had 5 billion video views and reached approximately 9388 million Facebook fans, 5148 million Twitter followers, 4648 million Instagram followers, over 1215 million Pinterest followers, and over 810 million YouTube subscribers. Meredith brands also sent nearly 2 billion emails each month and have 17 podcasts across 11 brands.

Additionally, we have 18Powering our digital business is our proprietary technology platform that houses all of our titles available as digital editions, with an audience of approximately 2.1 million. Digital subscriptionscontent, our unique taxonomy, our first-party data and single-copy sales collectively represent 5.7 percentinsights, and our user identity graph. This platform allows us to have a unified view of our total rate base.consumers and how they interact with our content and products, a universal taxonomy for our brands, and first-party data. This combination provides us with deep predictive insights into user behavior that can be used to power our content and product development strategy and it, in turn, drives advertising and performance marketing dollars. Through this platform, Meredith captures billions of rich first-party contextual and intent signals each year, making our capabilities and scale even more valuable as third-party cookies grow obsolete.

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

The EatingWell branded line of healthy frozen foods entrées manufactured and distributed by Bellisio Foods Inc. now includes up to 12 frozen entrées and four noodle bowls to select from at more than 15,000 regional and national grocery locations. Also new in fiscal 2020 is an Allrecipes licensing program with Lifetime Brands, Inc. offered at Kroger stores and Kroger.com for more than 80approximately 85 kitchenware items, sold exclusively at Kroger grocery stores.plus launched Allrecipes spice sets which are available on amazon.com.

The Company expands its international reach primarily through international licensing agreements. Meredith’s national media brands are currently distributed, in approximately 70 countries, including a localized presence, in more than 30 countries such as Australia, China, India, Mexico, Russia, and Germany in print and digitally. The Company licenses its national media brands for consumer merchandise in 8multiple countries. The Company continues to pursue activities that will serve consumers and advertisers while also extending and strengthening the reach and vitality of our brands.

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

Paper, printing, and postage costs accounted for 1721 percent of the national media segment’s fiscal 20202021 operating expenses. Coated and supercalendered publication paper is the major raw material essential to the national media segment. We directly purchase all the paper for our magazine production and custom publishing business. The Company has contractual agreements with major paper manufacturers to ensure adequate supplies for planned publishing requirements. The price of paper is driven by overall market conditions and is therefore difficult to predict. In fiscal 2021, average paper prices decreased 15 percent, whereas in fiscal 2020, average paper prices decreased 4 percent, whereas inpercent. In fiscal 2019, average paper prices increased 10 percent. Paper prices decreased 1 percent in fiscal 2018. Management anticipates a reductionan increase in paper prices of approximately 511 percent in fiscal 2021.2022.

There has beenAs a result of significant consolidation in the printing industry, overat present there is one printer in the last 15 years. In 2019, only two printers remainedUnited States with the capability and capacity to handle a substantial portion of Meredith’s magazine print production.

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.

In general, postage rate changes are capped by law at the rate of inflation,inflation, as measured by the Consumer Price Index. The most recent rate change was an increaseIndex (CPI), but may be above-CPI price increases on the basis of approximately 1.9 percent effective January 2020. Except for fiscal 2016, postagecertain factors. Postage prices have risen in each of Meredith’sthe last five fiscalthree years. While we expect postage rates to again increase inIn January 2021, the United States Postal Service (USPS) increased rates by approximately 1.8 percent for First-Class Mail and 1.5 percent for other categories. The most recent rate change was an ongoing legislatively mandated reviewincrease of approximately 6.9 percent effective August 2021. The USPS has also announced proposed temporary rate adjustments for the existing law by2021 holiday season. Under the Postal Regulatory Commission could potentially result in adjustments torevised rate authority methodology, Meredith expects above-CPI price increases for the current rate-setting regime. The impact of any such change could be effective as early as the first quarter of calendar 2021.foreseeable future. Meredith continues to work independently andas well as with others to

encourage and helpassist 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.

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

Local media contributed 2732 percent of Meredith’s consolidated revenues and 47 percent of the combined operating profit from national media and local media operations in fiscal 2020.2021. Information about the Company’s television stations at June 30, 2020,2021, is as follows:

The principal sources of the local media segment’s revenues are 1) retransmission of our television signals by cable, satellite, telecommunications, and over-the-top service providers; 2) local non-political advertising focusing on the

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

advertising rates. Independent representative firms sell most national advertising while the sales staff at each station sell local/regional advertising.

Typically, 40 to 5060 percent of a market’s television advertising revenue is generated during local newscasts. Stations are continually working to increase the number of newscasts and additionally grow their news ratings, which in turn increase advertising revenues.

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

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

Local media’s operations also include MNI Targeted Media (MNI). Through MNI, we provide clients with a single point of contact for a range of targeted digital and print advertising programs primarily on a local and regional level. Digital products include programmatic offerings and custom display advertising on local and national websites.

Meredith’s television stations compete directly for advertising dollars and programming in their respective markets with other local television stations, radio stations, and cable/satellite systems, newspapers, outdoor advertising, local magazines, direct mail, and their related websites and apps. The stations further compete against these media competitors and other local and national digital and mobile media properties. Advertisers compare audience viewership/consumption, market share, audience demographics, and advertising rates, whether local, network, or syndicated, when making advertising decisions.

The ownership, operation, and sale of broadcast television stations, including those licensed to the Company, are subject to the jurisdiction of the FCC, which engages in extensive regulation of the broadcasting industry under authority granted by the Communications Act of 1934, as amended (Communications Act), and has the authority to promulgate rules and regulations governing broadcasting. The Communications Act requires broadcasters to serve the public interest. Among other things, the FCC assigns frequency bands; determines stations’ locations and operating parameters; issues, renews, revokes, and modifies station licenses; regulates and limits changes in ownership or control of station licenses; regulates equipment used by stations; regulates station employment practices; regulates certain program and advertising content, including commercial matters in children’s programming; regulates the retransmission of television stations by multichannel video programming distributors; has the authority to impose penalties for violations of its rules or the Communications Act; and imposes annual fees on stations. Reference should be made to the Communications Act, as well as to the FCC’s rules, public notices, and rulings for further information concerning the nature and extent of federal regulation of broadcast stations.

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

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

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

The FCC proposed a plan, called the National Broadband Plan, to increase the amount of spectrum available in the U.S. for wireless broadband use. In furtherance of the National Broadband Plan, Congress authorized the FCC to

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

or before the FCC’s deadline. The FCC reimburses us for certain repacking expenses subject to an overall industry cap onWe completed the reimbursed expensesrepack in fiscal 2021 and received reimbursements from the FCC’s special fund covering 80 percent of all repacked television stations and certain other entities. We cannot predict whether we will receive full reimbursement for our repacking expenses or how this process will ultimately affect the broadcast television industry,total cost of the Company, or our television stations.repack.

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

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

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

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

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

As of June 30, 2020, the Company2021, Meredith had approximately 5,2905,050 full-time and 8070 part-time employees of whom approximately 4,9904,750 were located in the United States,U.S., approximately 375365 in India, and approximately 5 in other locations. Only a small percentageLess than 10 percent of our workforce is unionized. We have various arrangements with our international employees that we believe to be customary for multinational corporations. We have had no strikes or work stoppages during the last five years and consider relations with our employees to be good.

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

The Company had no material expenses for research and development during the past three 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.

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

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

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

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

greater during biennial election campaigns (which take place primarily in odd-numbered fiscal years) than at other times. The growth in alternative forms of media, particularly digital platforms, has increased the competition for advertising dollars, which could, in turn, reduce expenditures for magazine and television advertising or suppress advertising rates.

controls, and other restrictions, and require ongoing review of new technologies and methods for delivering content and advertising to ensure that all new products and advertising services comply with all of the regulatory requirements imposed at the state, federal, and international level. In addition to the changing regulatory landscape, new privacy controls implemented by platforms such as Facebook, Google, and Apple will limit our ability to access and use data from consumers through those platforms, which we rely on for both digital advertising and mobile marketing.

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

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

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

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

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

which pay Meredith to carry our television programming in our markets. These network relationships may also include terms regarding over-the-top distribution. The non-renewal or termination of any of our network affiliation

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

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

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

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

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

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

If the Company had been required to fund the buyout deficit on June 30, 2020,2021, the amount would have been approximately £93£77 million. The amount of the buyout deficit changes daily and is determined by many factors, including changes in the fair value of the IPC Plan assets and liabilities and interest rates.

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

Our ability to make scheduled payments on and to refinance our indebtedness will depend on and be subject to our future financial and operating performance, which in turn is affected by general economic, financial, competitive, business, and other factors beyond our control, including the availability of financing in the banking and capital markets. Our business may fail to generate sufficient cash flow from operations or borrow funds in an amount sufficient to enable us to make payments on our debt, to refinance our debt, or to fund our other liquidity needs. If we were unable to make payments on or refinance our debt or obtain new financing under these circumstances, we would have to consider other options, such as asset sales, equity issuances, or negotiations with our lenders to

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

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

our credit agreement impose various covenants that limit our ability and/or our restricted subsidiaries’ ability to, among other things:

These covenants may:

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

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

these interest rates increase, our interest expense will increase, in which event we may have difficulties making interest payments and funding our other fixed costs, and our available cash flow for general corporate requirements may be adversely affected.

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

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

None.

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

Not applicable.

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

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

On JulyAugust 31, 2020,2021, there were approximately 830780 holders of record of the Company’s common stock and 450435 holders of record of class B stock.

The following graph compares the performance of the Company’s common stock during the period July 1, 2015,2016, to June 30, 2020,2021, with the Standard and Poor’s (S&P) SmallCap 600 Index the S&P MidCap 400 Index, and the Dow Jones US Media Index.

The graph depicts the results for investing $100 in the Company’s common stock, the S&P SmallCap 600 Index the S&P MidCap 400 Index, and the Dow Jones US Media Index, assuming dividends were reinvested.

The following table sets forth information with respect to the Company’s repurchases of common stock during the quarter ended June 30, 2020.2021.

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

The Company has elected to early adopt the amendment to Item 301 of Regulation S-K and is no longer required to provide five years of selected financial data for the fiscal years 2016 through 2020 are contained under the heading “Five-Year Financial History with Selected Financial Data” beginning on page 130 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 data.