Form 10-Q Meredith Corporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2020 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 Former name, former address, and former fiscal year, if changed since last report: Not applicable

Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which Title of each class Trading Symbol registered Common Stock, par value $1 MDP New York Stock Exchange

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 þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o

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

Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Shares of stock outstanding at January 31, 2021 Common shares 40,565,853 Class B shares 5,068,657 Total common and class B shares 45,634,510 (This page has been left blank intentionally.) TABLE OF CONTENTS

Page Part I - Financial Information

Item 1. Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets as of December 31, 2020 and June 30, 2020 1

Condensed Consolidated Statements of Earnings for the Three and Six Months Ended December 31, 2020 and 2019 2

Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended December 31, 2020 and 2019 3

Condensed Consolidated Statements of Shareholders' Equity for the Three and Six Months Ended December 31, 2020 and 2019 4

Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2020 and 2019 6

Notes to Condensed Consolidated Financial Statements 7

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 23

Item 3. Quantitative and Qualitative Disclosures About Market Risk 41

Item 4. Controls and Procedures 41

Part II - Other Information

Item 1A. Risk Factors 42

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 42

Item 5. Other information 42

Item 6. Exhibits 43

Signature 45

Meredith Corporation and its consolidated subsidiaries are referred to in this Quarterly Report on Form 10-Q (Form 10-Q) as Meredith, the Company, we, our, and us. PART I FINANCIAL INFORMATION Item 1. Financial Statements

Meredith Corporation and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited) June 30, Assets December 31, 2020 2020 (In millions except per share data) Current assets Cash and cash equivalents $ 379.1 $ 132.4 Accounts receivable, net 542.3 461.9 Inventories 33.8 34.2 Current portion of subscription acquisition costs 222.1 213.2 Other current assets 62.9 43.1 Total current assets 1,240.2 884.8 Property, plant, and equipment 894.7 883.3 Less accumulated depreciation (517.3) (483.4) Net property, plant, and equipment 377.4 399.9 Operating lease assets 387.6 404.6 Subscription acquisition costs 212.8 221.6 Other assets 242.4 232.4 Intangible assets, net 1,586.3 1,647.5 Goodwill 1,719.6 1,719.3 Total assets $ 5,766.3 $ 5,510.1

Liabilities and Shareholders' Equity Current liabilities Current portion of long-term debt $ 4.1 $ 4.1 Current portion of operating lease liabilities 35.7 35.2 Accounts payable 124.4 121.1 Accrued expenses and other liabilities 225.2 168.1 Current portion of unearned revenues 402.3 403.2 Total current liabilities 791.7 731.7 Long-term debt 2,985.2 2,981.8 Operating lease liabilities 449.4 466.7 Unearned revenues 254.6 267.5 Deferred income taxes 468.7 463.8 Other noncurrent liabilities 206.8 210.4 Total liabilities 5,156.4 5,121.9

Shareholders' equity Series preferred stock, par value $1 per share — — Common stock, par value $1 per share 40.5 40.3 Class B stock, par value $1 per share 5.1 5.1 Additional paid-in capital 240.0 227.6 Retained earnings 390.5 197.6 Accumulated other comprehensive loss (66.2) (82.4) Total shareholders' equity 609.9 388.2 Total liabilities and shareholders' equity $ 5,766.3 $ 5,510.1 See accompanying Notes to Condensed Consolidated Financial Statements.

1 Meredith Corporation and Subsidiaries Condensed Consolidated Statements of Earnings (Unaudited)

Three Months Six Months Periods ended December 31, 2020 2019 2020 2019 (In millions except per share data) Revenues Advertising related $ 525.1 $ 427.3 $ 883.6 $ 806.9 Consumer related 358.0 348.9 676.7 672.0 Other 18.4 34.3 34.7 56.8 Total revenues 901.5 810.5 1,595.0 1,535.7 Operating expenses Production, distribution, and editorial 266.5 280.1 507.6 553.8 Selling, general, and administrative 332.6 338.4 643.8 669.2 Acquisition, disposition, and restructuring related activities 4.2 (0.5) 18.3 13.6 Depreciation and amortization 49.8 58.6 98.8 117.1 Impairment of long-lived assets — — — 5.2 Total operating expenses 653.1 676.6 1,268.5 1,358.9 Income from operations 248.4 133.9 326.5 176.8 Non-operating income (expense), net 0.2 (7.2) 5.8 1.4 Interest expense, net (43.1) (36.9) (86.6) (75.8) Earnings from continuing operations before income taxes 205.5 89.8 245.7 102.4 Income tax expense (57.0) (27.7) (54.9) (28.2) Earnings from continuing operations 148.5 62.1 190.8 74.2 Loss from discontinued operations, net of income taxes — (24.3) — (30.3) Net earnings $ 148.5 $ 37.8 $ 190.8 $ 43.9

Diluted earnings attributable to common shareholders $ 140.6 $ 19.0 $ 181.2 $ 4.2

Basic earnings (loss) per share attributable to common shareholders Continuing operations $ 3.04 $ 0.93 $ 3.93 $ 0.75 Discontinued operations — (0.54) — (0.66) Basic earnings per common share $ 3.04 $ 0.39 $ 3.93 $ 0.09 Basic average common shares outstanding 46.2 45.7 46.1 45.7

Diluted earnings (loss) per share attributable to common shareholders Continuing operations $ 3.04 $ 0.91 $ 3.92 $ 0.75 Discontinued operations — (0.51) — (0.66) Diluted earnings per common share $ 3.04 $ 0.40 $ 3.92 $ 0.09 Diluted average common shares outstanding 46.3 47.3 46.2 45.7 See accompanying Notes to Condensed Consolidated Financial Statements.

2 Meredith Corporation and Subsidiaries Condensed Consolidated Statements of Comprehensive Income (Unaudited)

Three Months Six Months Periods ended December 31, 2020 2019 2020 2019 (In millions) Net earnings $ 148.5 $ 37.8 $ 190.8 $ 43.9 Other comprehensive income (loss) Pension and other postretirement benefit plans activity, net of income taxes (1.6) 0.4 (2.6) 0.9 Foreign currency translation adjustment 10.7 9.2 18.8 4.3 Total other comprehensive income 9.1 9.6 16.2 5.2 Comprehensive income $ 157.6 $ 47.4 $ 207.0 $ 49.1

See accompanying Notes to Condensed Consolidated Financial Statements.

3 Meredith Corporation and Subsidiaries Condensed Consolidated Statements of Shareholders' Equity (Unaudited)

See accompanying Notes to Condensed Consolidated Financial Statements.

4 Meredith Corporation and Subsidiaries Condensed Consolidated Statements of Shareholders' Equity (Continued) (Unaudited)

Accumulated Common Class B Additional Other Stock - $1 Stock - $1 Paid-in Retained Comprehensive (In millions except per share data) par value par value Capital Earnings Income (Loss) Total Balance at June 30, 2019 $ 40.1 $ 5.1 $ 216.7 $ 759.0 $ (46.3) $ 974.6 Net earnings — — — 6.1 — 6.1 Other comprehensive loss, net of income taxes — — — — (4.4) (4.4) Stock issued under various incentive plans, net of forfeitures 0.1 — 0.4 — — 0.5 Purchases of Company stock (0.1) — (1.7) — — (1.8) Share-based compensation — — 7.5 — — 7.5 Dividends paid Common stock ($0.575 dividend per share) — — — (24.3) — (24.3) Class B stock ($0.575 dividend per share) — — — (2.9) — (2.9) Series A preferred stock ($22.19 dividend per share) — — — (14.4) — (14.4) Accretion of Series A preferred stock (4.5) (4.5) Cumulative effect adjustment for adoption of Accounting Standards Update 2016-02 — — — (7.8) — (7.8) Balance at September 30, 2019 40.1 5.1 222.9 711.2 (50.7) 928.6 Net earnings — — — 37.8 — 37.8 Other comprehensive income, net of income taxes — — — — 9.6 9.6 Stock issued under various incentive plans, net of forfeitures 0.1 — 0.5 — — 0.6 Purchases of Company stock — — (2.4) — — (2.4) Share-based compensation — — 2.2 — — 2.2 Dividends paid Common stock ($0.575 dividend per share) — — — (24.5) — (24.5) Class B stock ($0.575 dividend per share) — — — (3.0) — (3.0) Series A preferred stock ($21.72 dividend per share) — — — (14.1) — (14.1) Accretion of Series A preferred stock — — — (4.5) — (4.5) Balance at December 31, 2019 $ 40.2 $ 5.1 $ 223.2 $ 702.9 $ (41.1) $ 930.3

See accompanying Notes to Condensed Consolidated Financial Statements.

5 Meredith Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited)

Six months ended December 31, 2020 2019 (In millions) Cash flows from operating activities Net earnings $ 190.8 $ 43.9 Adjustments to reconcile net earnings to net cash provided by operating activities Depreciation 37.6 39.4 Amortization 61.2 77.7 Non-cash lease expense 17.7 19.6 Share-based compensation 12.6 9.7 Deferred income taxes 3.1 6.1 Amortization of original issue discount and debt issuance costs 6.3 3.3 Amortization of broadcast rights 8.4 9.6 Gain on sale of assets, net (2.9) (9.4) Write-down of impaired assets — 21.2 Fair value adjustments to contingent consideration 0.3 0.3 Changes in assets and liabilities, net of acquisitions (73.3) (149.3) Net cash provided by operating activities 261.8 72.1 Cash flows from investing activities Acquisitions of and investments in businesses and assets, net of cash acquired — (23.0) Net proceeds from disposition of assets, net of cash sold 5.2 33.8 Additions to property, plant, and equipment (17.9) (34.5) Other 0.7 — Net cash used in investing activities (12.0) (23.7) Cash flows from financing activities Proceeds from issuance of long-term debt — 280.0 Repayments of long-term debt (2.0) (260.0) Dividends paid — (83.2) Purchases of Company stock (0.9) (4.2) Proceeds from common stock issued 0.9 1.1 Payment of acquisition-related contingent consideration (1.0) — Financing lease payments (0.7) (0.7) Net cash used in financing activities (3.7) (67.0) Effect of exchange rate changes on cash and cash equivalents 0.6 (0.1) Change in cash in assets held-for-sale — (5.1) Net increase (decrease) in cash and cash equivalents 246.7 (23.8) Cash and cash equivalents at beginning of period 132.4 45.0 Cash and cash equivalents at end of period $ 379.1 $ 21.2

See accompanying Notes to Condensed Consolidated Financial Statements.

6 Meredith Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Summary of Significant Accounting Policies

Basis of Presentation—The condensed consolidated financial statements include the accounts of Meredith Corporation and its wholly- owned and majority-owned subsidiaries (Meredith or the Company), after eliminating all significant intercompany balances and transactions. Meredith does not have any off-balance sheet arrangements.

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (U.S. GAAP) for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements, which are included in Meredith's Annual Report on Form 10-K for the year ended June 30, 2020, filed with the SEC.

The condensed consolidated financial statements as of December 31, 2020, and for the three and six months ended December 31, 2020 and 2019, are unaudited but, in management's opinion, include all adjustments necessary for a fair presentation of the results of interim periods. All such adjustments are of a normal recurring nature. The year-end condensed consolidated balance sheet as of June 30, 2020, was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire fiscal year. Interim results may vary significantly as the economic impact of the COVID-19 pandemic continues to evolve. The extent to which the evolving COVID-19 pandemic impacts the Company's condensed consolidated financial statements will depend on a number of factors, including the magnitude and duration of the pandemic. There remains risk that COVID-19 could have material adverse impacts on future revenue growth as well as overall profitability.

The financial position and operating results of the Company's foreign operations are consolidated using primarily the local currency as the functional currency. Local currency assets and liabilities are translated at the rates of exchange as of the balance sheet date, and local currency revenues and expenses are translated at average rates of exchange during the period. Translation gains or losses on assets and liabilities are included as a component of accumulated other comprehensive loss.

Adopted Accounting Pronouncements—

ASU 2016-13—In June 2016, the Financial Accounting Standards Board (FASB) issued a standard that replaces the current incurred loss methodology for recognizing credit losses with a current expected credit loss methodology. Under this standard, the establishment of an allowance for credit losses reflects all relevant information about past events, current conditions, and reasonable supportable forecasts rather than delaying the recognition of the full amount of a credit loss until the loss is probable of occurring. The new standard changes the impairment model for most financial assets and certain other instruments, including trade receivables. The Company implemented the new standard on July 1, 2020, on a modified retrospective basis. The adoption of this standard resulted in a decrease in the allowance for doubtful accounts of $2.8 million and an increase in deferred tax liabilities of $0.7 million, with a corresponding increase to retained earnings of $2.1 million. This standard did not have a material impact on the Company's condensed consolidated financial statements and related disclosures upon adoption.

ASU 2018-13—In August 2018, the FASB issued an accounting standards update which changes the fair value measurement disclosure requirements. The update removes, modifies, and adds certain additional disclosures. The Company adopted this pronouncement in the first quarter of fiscal 2021. The adoption required additional disclosure on the Company's Level 3 measurements as defined in Note 9. There were no other impacts to the Company's condensed consolidated financial statements.

7 ASU 2019-02—In March 2019, the FASB issued an accounting standards update which aligns the accounting for production costs of episodic television series with the accounting for production costs of films. In addition, the update modifies certain aspects of the capitalization, impairment, presentation, and disclosure requirements in the accounting standards for entities in the film and broadcast entertainment industries. The update was prospectively adopted in the first quarter of fiscal 2021. Due to existing Company policies and the nature of its episodic television series, the update had no impact on the Company's condensed consolidated financial statements.

ASU 2020-09—In October 2020, the FASB issued an accounting standards update to formally codify the new disclosure requirements of an SEC final rule issued in March 2020 related to certain registered securities under SEC Regulation S-X, Rule 3-10 (Rule 3-10). The most pertinent portions of the final rule applicable to the Company include: (i) replacing the previous requirement under Rule 3-10 to provide condensed consolidated financial information in the registrant's financial statements with a requirement to provide alternative financial disclosures (which include summarized financial information of the parent and any issuers and guarantors, as well as other qualitative disclosures) in either the registrant's Management Discussion & Analysis section or its financial statements; and, (ii) reducing the periods for which summarized financial information is required to the most recent annual period and year-to-date interim period. The final rule was effective for filings on or after January 4, 2021. The Company elected to early-adopt the provisions of the final rule during the third quarter of fiscal 2020 and elected to provide the summarized financial information in Item II, Management's Discussion and Analysis of Financial Condition and Results of Operations.

ASU 2020-10—In October 2020, the FASB issued an accounting standards update containing codification improvements. These improvements include providing a consistent location for disclosure guidance and providing clarification to other certain guidance sections. The Company early adopted this guidance retrospectively as of July 1, 2020. The early adoption of this guidance did not materially impact the Company’s condensed consolidated financial statements.

2. Inventories

Major components of inventories are summarized below.

(In millions) December 31, 2020 June 30, 2020 Raw materials $ 16.6 $ 21.0 Work in process 14.6 10.6 Finished goods 2.6 2.6 Inventories $ 33.8 $ 34.2

8 3. Discontinued Operations and Dispositions

Shortly after the Company’s acquisition of Time Inc. in fiscal 2018, it announced the planned sale of certain brands and investments. Several of these brands and investments were held during fiscal 2020, and all sales were completed by the end of the third quarter of fiscal 2020. The second step of the two-step transaction to sell the Sports Illustrated brand and the sale of Viant were completed in October 2019. Based on the selling price of Sports Illustrated, an impairment of goodwill for the Sports Illustrated brand of $4.2 million was recorded in the first quarter of fiscal 2020. FanSided was sold in January 2020 and the investment in Xumo was sold in February 2020. Based on the selling price of FanSided, an impairment of goodwill for the Fansided brand of $11.8 million was recorded in the second quarter of fiscal 2020. The revenues and expenses of these businesses were included in the loss from discontinued operations, net of income taxes line on the Condensed Consolidated Statements of Earnings for the periods prior to their sales. All discontinued operations related to the national media segment.

In October 2019, Meredith sold the Money brand to an unrelated third party for $24.9 million, which resulted in a gain on sale of $8.3 million. This gain was recorded in the acquisition, disposition, and restructuring related activities line on the Condensed Consolidated Statements of Earnings.

Amounts applicable to discontinued operations on the Condensed Consolidated Statements of Earnings were as follows:

Periods ended December 31, 2019 Three Months Six Months (In millions except per share data) Revenues $ 25.3 $ 110.8 Costs and expenses (20.9) (107.6) Impairment of goodwill (11.8) (16.0) Interest expense (0.8) (2.0) Gain on disposal 3.0 3.0 Loss before income taxes (5.2) (11.8) Income tax expense (19.1) (18.5) Loss from discontinued operations, net of income taxes $ (24.3) $ (30.3) Loss per share from discontinued operations Basic $ (0.54) $ (0.66) Diluted (0.51) (0.66)

The Company did not allocate interest to discontinued operations unless the interest was directly attributable to the discontinued operations or was interest on debt that was required to be repaid as a result of the disposal transaction. Interest expense included in discontinued operations reflected an estimate of interest expense related to the debt that was repaid with the proceeds from the sales of the businesses.

The discontinued operations did not have depreciation, amortization, or significant non-cash investing items for the six months ended December 31, 2019. Share-based compensation expense related to discontinued operations was a benefit of $0.1 million for the six months ended December 31, 2019, due to the forfeiture of stock compensation upon sale, and is included in the calculation of net cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows.

9 Meredith continued to provide accounting, finance, human resources, information technology, and certain support services for a short period of time under Transition Services Agreements (TSAs) with certain buyers. In addition, Meredith continues to provide consumer marketing, information technology, subscription fulfillment, paper purchasing, printing, and other services under Outsourcing Agreements (OAs) with certain buyers. The remaining OAs have terms up to approximately three years, subject to renewal. Income of $0.8 million and $3.0 million for the three months ended, and $1.5 million and $6.0 million for the six months ended December 31, 2020 and 2019, respectively, earned from performing services under the OAs was recorded in the other revenue line on the Condensed Consolidated Statements of Earnings. Income of less than $0.1 million and $7.1 million for the three months ended, and $0.1 million and $9.0 million for the six months ended December 31, 2020 and 2019, respectively, earned from performing services under the TSAs was recorded as a reduction to the selling, general, and administrative expense line on the Condensed Consolidated Statements of Earnings.

4. Intangible Assets and Goodwill

Intangible assets consisted of the following:

December 31, 2020 June 30, 2020 Gross Accumulated Net Gross Accumulated Net (In millions) Amount Amortization Amount Amount Amortization Amount Intangible assets subject to amortization National media Advertiser relationships $ 211.0 $ (205.2) $ 5.8 $ 211.0 $ (170.0) $ 41.0 Publisher relationships 132.8 (53.2) 79.6 132.8 (43.9) 88.9 Partner relationships 98.2 (46.8) 51.4 98.2 (38.7) 59.5 Customer relationships 8.0 (3.1) 4.9 71.3 (65.6) 5.7 Other 23.9 (16.3) 7.6 26.3 (16.9) 9.4 Local media Network affiliation agreements 229.3 (164.7) 64.6 229.3 (161.5) 67.8 Advertiser relationships 12.5 (12.2) 0.3 12.5 (10.1) 2.4 Retransmission agreements 10.6 (6.5) 4.1 27.9 (23.1) 4.8 Other 0.7 (0.6) 0.1 1.7 (1.6) 0.1 Total $ 727.0 $ (508.6) 218.4 $ 811.0 $ (531.4) 279.6 Intangible assets not subject to amortization National media Trademarks 706.7 706.7 Internet domain names 8.3 8.3 Local media FCC licenses 652.9 652.9 Total 1,367.9 1,367.9 Intangible assets, net $ 1,586.3 $ 1,647.5

Amortization expense was $61.2 million and $77.7 million for the six months ended December 31, 2020 and 2019, respectively. Annual amortization expense for intangible assets is expected to be as follows: $90.5 million in fiscal 2021, $44.7 million in fiscal 2022, $42.2 million in fiscal 2023, $34.1 million in fiscal 2024, and $16.7 million in fiscal 2025.

During the first quarter of fiscal 2020, the Company recorded an impairment charge of $5.2 million on a national media trademark. Management determined this trademark was fully impaired as part of management's commitment

10 to performance improvement plans, including the closure of the Family Circle brand. The impairment charge was recorded in the impairment of long-lived assets line on the Condensed Consolidated Statements of Earnings.

Changes in the carrying amount of goodwill were as follows:

Six months ended December 31, 2020 2019 Accumulated Net Carrying Accumulated Net Carrying (In millions) Goodwill Impairment Loss Amount Goodwill Impairment Loss Amount National media Balance at beginning of period $ 1,855.4 $ (252.7) $ 1,602.7 $ 1,862.8 $ — $ 1,862.8 Acquisitions — — — 7.1 — 7.1 Acquisition adjustments (0.1) — (0.1) — — — Disposals — — — (16.7) — (16.7) Foreign currency translation 0.4 — 0.4 — — — Balance at end of period 1,855.7 (252.7) 1,603.0 1,853.2 — 1,853.2

Local media Balance at beginning of period 116.6 — 116.6 116.6 — 116.6 Activity — — — — — — Balance at end of period 116.6 — 116.6 116.6 — 116.6 Total $ 1,972.3 $ (252.7) $ 1,719.6 $ 1,969.8 $ — $ 1,969.8

In January 2021, Meredith sold the Travel + Leisure trademark and other related assets, including the Travel + Leisure’s travel clubs, to an unrelated third-party for $100.0 million, including $35.0 million of cash at closing with the remaining payments to be completed by June 2024. Meredith has entered into a 30-year royalty-free licensing relationship to license back the Travel + Leisure brand and will continue publishing the magazine and operating the Travel + Leisure media platforms.

5. Restructuring Accrual

In the first quarter of fiscal 2021, management committed to a performance improvement plan to control costs. Actions included consolidating certain local media functions and reallocating positions across the Company by shifting resources to digital operations in the national media segment. In connection with this plan, the Company recorded pre-tax restructuring charges totaling $12.4 million for severance and related benefit costs associated with the involuntary termination of employees. These actions affected approximately 140 employees in the local media segment, 80 in the national media segment, and 10 in unallocated corporate. During the second quarter of fiscal 2021, the calculations were refined, and an additional $0.5 million in severance and related benefit costs was recorded. The majority of the severance costs will be paid during fiscal 2021. These costs were recorded in the acquisition, disposition, and restructuring related activities line on the Condensed Consolidated Statements of Earnings.

In the first quarter of fiscal 2020, management committed to performance improvement plans related to the strategic decisions to transition Rachael Ray Every Day into a consumer-driven, newsstand-only quarterly magazine and to discontinue the Family Circle brand. Other smaller actions were taken in the local media segment and unallocated corporate. In connection with these plans, the Company recorded pre- tax restructuring charges totaling $12.9 million, including $9.9 million for severance and related benefit costs associated with the involuntary termination of employees and $3.0 million in other costs and expenses. In the second quarter of fiscal 2020, additional smaller actions were taken in the local media segment and unallocated corporate. In connection with these plans, the Company recorded pre-tax restructuring charges of $3.8 million for severance and related benefit costs associated with the involuntary termination of employees. Combined, these actions affected approximately 130 employees in

11 the national media segment, 15 in the local media segment, and 10 in unallocated corporate. The majority of the severance costs were paid during fiscal 2020. Of these costs, $13.0 million were recorded in the acquisition, disposition, and restructuring related activities line and $3.7 million were recorded in the loss from discontinued operations, net of income taxes line on the Condensed Consolidated Statements of Earnings.

Details of the severance and related benefit costs by segment for these performance improvement plans are as follows:

Amount Accrued in the Period Total Amount Three Months Six Months Expected to be Incurred Periods ended December 31, 2020 2019 2020 2019 (in millions) National media $ 0.5 $ — $ 5.1 $ 8.8 $ 5.1 Local media — 1.7 7.2 2.4 7.2 Unallocated Corporate — 2.1 0.6 2.5 0.6 $ 0.5 $ 3.8 $ 12.9 $ 13.7 $ 12.9

Details of changes in the Company's restructuring accrual related to employee terminations are as follows:

Six months ended December 31, 2020 2019 (In millions) Balance at beginning of period $ 10.7 $ 43.7 Accruals 12.9 13.7 Cash payments (11.5) (36.0) Reversal of excess accrual (2.1) — Balance at end of period $ 10.0 $ 21.4

As of December 31, 2020, the $10.0 million was classified as current liabilities on the Condensed Consolidated Balance Sheets.

12 6. Long-term Debt

Long-term debt consisted of the following:

December 31, 2020 June 30, 2020 Unamortized Unamortized Principal Discount and Debt Carrying Principal Discount and Debt Carrying (In millions) Balance Issuance Costs Value Balance Issuance Costs Value Variable-rate credit facility Senior credit facility term loan, due January 31, 2025 $ 1,062.5 $ (11.7) $ 1,050.8 $ 1,062.5 $ (13.1) $ 1,049.4 Senior credit facility incremental term loan, due January 31, 2025 408.0 (20.5) 387.5 410.0 (22.7) 387.3 Revolving credit facility of $350 million, due January 31, 2023 — — — — — — Senior Unsecured Notes 6.875% senior notes, due February 1, 2026 1,272.9 (17.4) 1,255.5 1,272.9 (18.7) 1,254.2 Senior Secured Notes 6.500% senior notes, due July 1, 2025 300.0 (4.5) 295.5 300.0 (5.0) 295.0 Total long-term debt 3,043.4 (54.1) 2,989.3 3,045.4 (59.5) 2,985.9 Current portion of long-term debt (4.1) — (4.1) (4.1) — (4.1) Long-term debt $ 3,039.3 $ (54.1) $ 2,985.2 $ 3,041.3 $ (59.5) $ 2,981.8

7. Income Taxes

Our effective tax rate was 27.7 percent in the second quarter and 22.3 percent in the first six months of fiscal 2021 as compared to 30.8 percent in the second quarter and 27.5 percent in the first six months of fiscal 2020.

In the third quarter of fiscal 2020, the Federal District Court ruled in the Company’s favor on a disputed Internal Revenue Code Section 199 issue for fiscal years 2006 through fiscal 2012. In the first quarter of fiscal 2021, the Department of Justice waived its right to appeal, resulting in the finalization of the Federal District Court decision and the release of the associated reserve for uncertain tax positions. As such, a tax benefit of $15.2 million was recorded in the first quarter of fiscal 2021.

8. Commitments and Contingencies

Lease Guarantees

In March 2018, the Company sold Time Inc. (UK) Ltd (TIUK), a United Kingdom (U.K.) multi-platform publisher. In connection with the sale of TIUK, the Company recognized a liability in connection with a lease of office space in the U.K. through December 31, 2025, which was guaranteed by the Company. In the first quarter of fiscal 2020, the Company was released of its guarantee by the landlord. As a result, a gain of $8.0 million was recorded in the non-operating income (expense), net line on the Condensed Consolidated Statements of Earnings.

The Company guarantees two other leases of entities previously sold, one through January 2023 and another through November 2030. The carrying value of those guarantees, which are recorded in other noncurrent liabilities on the Condensed Consolidated Balance Sheets, was $2.1 million and $2.2 million at December 31, 2020 and June 30, 2020, respectively, and the maximum obligation for which the Company would be liable if the primary obligors fail to perform under the lease agreements is $12.8 million as of December 31, 2020.

13 Legal Proceedings

In the ordinary course of business, the Company is a defendant in or party to various legal claims, actions, and proceedings. These claims, actions, and proceedings are at varying stages of investigation, arbitration, or adjudication, and involve a variety of areas of law.

On October 26, 2010, the Canadian Minister of National Revenue denied the claims by Time Inc. Retail (formerly Time/Warner Retail Sales & Marketing, Inc.) (TIR) for input tax credits in respect of goods and services tax that TIR had paid on magazines it imported into and had displayed at retail locations in Canada during the years 2006 to 2008, on the basis that TIR did not own those magazines and issued Notices of Reassessment in the amount of approximately C$52.0 million. On January 21, 2011, TIR filed an objection to the Notices of Reassessment with the Chief of Appeals of the Canada Revenue Agency (CRA), arguing that TIR claimed input tax credits only in respect of goods and services tax it actually paid and it is entitled to a rebate for such payments. On September 13, 2013, TIR received Notices of Reassessment in the amount of C$26.9 million relating to the same type of situation during the years 2009 to 2010, and TIR filed similar objections as for prior years. By letter dated June 19, 2015, the CRA requested payment of C$89.8 million, which includes interest accrued and stated that failure to pay may result in legal action. TIR responded by stating that collection should remain stayed pending resolution of the issues raised by TIR’s objection. Including interest accrued, the total of the reassessments claimed by the CRA for the years 2006 to 2010 was C$91.0 million as of November 30, 2015. The parties are engaged in mediation.

On September 6, 2019, a shareholder filed a putative class action lawsuit in the U.S. District Court for the Southern District of New York against the Company, its Chief Executive Officer, and its Chief Financial Officer, seeking to represent a class of shareholders who acquired securities of the Company between May 10, 2018 and September 4, 2019 (the New York Action). On September 12, 2019, a shareholder filed a putative class action lawsuit in the U.S. District Court for the Southern District of Iowa against the Company, its Chief Executive Officer, its Chief Financial Officer, and its Chairman of the Board seeking to represent a class of shareholders who acquired securities of the Company between January 31, 2018 and September 5, 2019 (the Iowa Action). Both complaints allege that the defendants made materially false and/or misleading statements, and failed to disclose material adverse facts, about the Company’s business, operations, and prospects. Both complaints assert claims under the federal securities laws and seek unspecified monetary damages and other relief. On November 12, 2019, the plaintiff shareholder withdrew the New York Action, and the action has been dismissed. On November 25, 2019, the City of Plantation Police Officers Pension Fund was appointed to serve as lead plaintiff in the Iowa Action. On March 9, 2020, the lead plaintiff filed an amended complaint in the Iowa Action, seeking to represent a class of shareholders who acquired securities of the Company between January 31, 2018 and September 30, 2019. On June 22, 2020, the defendants filed a motion to dismiss the Iowa Action. On October 28, 2020, a U.S. District Judge granted defendants’ motion to dismiss, dismissing the Iowa Action with prejudice at plaintiffs’ cost due to plaintiffs’ failure to satisfy applicable pleading requirements. Specifically, the court held that plaintiffs had failed to plead any actionable misstatement or omission, scienter, or loss causation. The court observed that, “[a]s explained in Defendants’ motion [to dismiss] and supporting briefs, this lawsuit is precisely the type of frivolous ‘strike’ suit that Congress directed federal courts to dismiss at the pleading stage.” On November 23, 2020, the lead plaintiff filed a notice of appeal of the District Court's dismissal. The Eighth Circuit Court of Appeals has scheduled briefing on the appeal. The Company expects all briefs to be submitted within the first half of calendar 2021.

On April 3, 2019, a purported class of plaintiff purchasers of broadcast television spot advertising amended its pending consolidated complaint in the U.S. District Court for the Northern District of Illinois against a number of broadcast television station groups to add Meredith and other broadcast television station groups as defendants (the Defendants). The amended complaint alleges that the Defendants have violated federal antitrust law by entering agreements with their competitors to fix prices and exchange competitively sensitive information. The Defendants filed a joint motion to dismiss on June 5, 2019, after which the plaintiffs filed a consolidated second amended complaint on September 9, 2019. The Defendants filed a joint motion to dismiss the second amended complaint on October 8, 2019. On November 6, 2020, the court denied the motion to dismiss.

The Company establishes an accrued liability for specific matters, such as a legal claim, when the Company determines that a loss is probable and the amount of the loss can be reasonably estimated. Once established, accruals are adjusted, as appropriate, in light of additional information. The amount of any loss ultimately incurred in

14 relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters. In view of the inherent difficulty of predicting the outcome of litigation, claims, and other matters, the Company often cannot predict what the eventual outcome of a pending matter will be, or what the timing or results of the ultimate resolution of a matter will be. Accordingly, for the matters described above, the Company is unable to predict the outcome or reasonably estimate a range of possible loss.

9. Fair Value Measurements

The Company estimates the fair value of financial instruments using available market information and valuation methodologies the Company believes to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts the Company would realize upon disposition.

The fair value hierarchy consists of three broad levels of inputs that may be used to measure fair value, which are described below: • Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2 Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and • Level 3 Assets or liabilities for which fair value is based on valuation models with significant unobservable pricing inputs and which result in the use of management estimates.

The following table sets forth the carrying value and the estimated fair value of the Company's financial instruments not measured at fair value in the Condensed Consolidated Balance Sheets:

December 31, 2020 June 30, 2020 (In millions) Carrying Value Fair Value Carrying Value Fair Value Broadcast rights payable $ 16.1 $ 15.1 $ 12.7 $ 11.7 Total long-term debt 2,989.3 3,030.1 2,985.9 2,753.6

The fair value of broadcast rights payable was determined utilizing Level 3 inputs. The fair value of total long-term debt was based on pricing from observable market information obtained from a non-active market, therefore is included as a Level 2 measurement.

15 The following tables summarize recurring and nonrecurring fair value measurements at December 31, 2020 and June 30, 2020, along with the corresponding impacts to the Condensed Consolidated Statements of Earnings, if any:

December 31, 2020 (In millions) Total Level 1 Level 2 Level 3 Recurring fair value measurements Cash and cash equivalents - cash equivalents $ 101.8 $ 101.8 $ — $ — Accrued expenses Contingent consideration $ 2.5 $ — $ — $ 2.5 Deferred compensation plans 3.0 — 3.0 — Other noncurrent liabilities Contingent consideration 1.7 — — 1.7 Deferred compensation plans 14.4 — 14.4 — Total recurring liability fair value measurements $ 21.6 $ — $ 17.4 $ 4.2

Six months ended June 30, 2020 December 31, 2019 (In millions) Total Level 1 Level 2 Level 3 Total Losses Recurring fair value measurements Cash and cash equivalents - cash equivalents $ 115.2 $ 115.2 $ — $ — Accrued expenses Contingent consideration $ 1.3 $ — $ — $ 1.3 Deferred compensation plans 3.4 — 3.4 — Other noncurrent liabilities Contingent consideration 3.6 — — 3.6 Deferred compensation plans 13.5 — 13.5 — Total recurring liability fair value measurements $ 21.8 $ — $ 16.9 $ 4.9 Nonrecurring fair value measurements Intangible assets, net 1 $ — $ — $ — $ — $ (5.2) 1 Represents the fair value of a national media trademark fully impaired at September 30, 2019. The impairment charge was recorded in the impairment of long-lived assets line on the Condensed Consolidated Statements of Earnings. For further discussion, refer to Note 4.

The fair value of deferred compensation plans is derived from quotes of similar investments observable in the market, and thus represents a Level 2 measurement. The fair value of contingent consideration is based on estimates of future performance benchmarks established in the associated acquisition agreements and the amortization of the present value discount. These estimates are based on inputs not observable in the market and thus represent Level 3 measurements. Estimates utilize a weighted average discount rate of 3.30 percent, weighted by relative fair value.

The fair value of the trademark was measured on a non-recurring basis and was determined based on significant inputs not observable in the market and thus represents a Level 3 measurement. The key assumptions used to determine the fair value included discount rates, estimated cash flows, royalty rates, and revenue growth rates. The discount rate used was based on several factors, including market interest rates, a weighted average cost of capital analysis based on the target capital structure and included adjustments for market risk and Company-specific risk. Estimated cash flows were based upon internally developed estimates, and the revenue growth rates were based on industry knowledge and historical performance. For further discussion of the impairment of the trademark, refer to Note 4.

16 The following table represents changes in the fair value of liabilities subject to Level 3 measurement during the six months ended December 31, 2020 and 2019.

Six months ended December 31, 2020 2019 (In millions) Contingent consideration Balance at beginning of period $ 4.9 $ 0.8 Additions due to acquisitions — 4.1 Payments (1.0) — Fair value adjustment of contingent consideration 0.3 0.3 Balance at end of period $ 4.2 $ 5.2

The fair value adjustment of contingent consideration was the change in the estimated earn-out payments based on projections of performance and the amortization of the present value discount. The fair value adjustment of contingent consideration was included in the selling, general, and administrative line on the Condensed Consolidated Statements of Earnings.

10. Revenue Recognition

Meredith disaggregates revenue from contracts with customers by types of goods and services. A reconciliation of disaggregated revenue to segment revenue (as provided in Note 13) is as follows.

National Local Intersegment Three months ended December 31, 2020 Media Media Elimination Total (In millions) Advertising related Digital $ 161.2 $ 4.9 $ — $ 166.1 Magazine 120.4 — — 120.4 Non-political spot — 75.3 — 75.3 Political spot — 117.7 — 117.7 Third party sales 13.8 34.7 (2.9) 45.6 Total advertising related 295.4 232.6 (2.9) 525.1 Consumer related Subscription 144.8 — — 144.8 Retransmission — 91.9 — 91.9 Newsstand 40.3 — — 40.3 Licensing 34.5 — — 34.5 Affinity marketing 18.5 — — 18.5 Digital and other consumer driven 27.7 0.3 — 28.0 Total consumer related 265.8 92.2 — 358.0 Other Projects based 11.1 — — 11.1 Other 3.7 3.6 — 7.3 Total other 14.8 3.6 — 18.4 Total revenues $ 576.0 $ 328.4 $ (2.9) $ 901.5

17 National Local Intersegment Three months ended December 31, 2019 Media Media Elimination Total (In millions) Advertising related Digital $ 132.2 $ 4.9 $ — $ 137.1 Magazine 149.4 — — 149.4 Non-political spot — 89.5 — 89.5 Political spot — 4.4 — 4.4 Third party sales 20.4 27.2 (0.7) 46.9 Total advertising related 302.0 126.0 (0.7) 427.3 Consumer related Subscription 159.8 — — 159.8 Retransmission — 85.1 — 85.1 Newsstand 37.7 — — 37.7 Licensing 24.4 — — 24.4 Affinity marketing 20.0 — — 20.0 Digital and other consumer driven 21.9 — — 21.9 Total consumer related 263.8 85.1 — 348.9 Other Projects based 15.1 — — 15.1 Other 16.3 2.9 — 19.2 Total other 31.4 2.9 — 34.3 Total revenues $ 597.2 $ 214.0 $ (0.7) $ 810.5

National Local Intersegment Six months ended December 31, 2020 Media Media Elimination Total (In millions) Advertising related Digital $ 266.3 $ 9.2 $ — $ 275.5 Magazine 228.9 — — 228.9 Non-political spot — 132.1 — 132.1 Political spot — 169.4 — 169.4 Third party sales 27.8 53.0 (3.1) 77.7 Total advertising related 523.0 363.7 (3.1) 883.6 Consumer related Subscription 278.2 — — 278.2 Retransmission — 183.3 — 183.3 Newsstand 75.4 — — 75.4 Licensing 58.6 — — 58.6 Affinity marketing 32.9 — — 32.9 Digital and other consumer driven 47.8 0.5 — 48.3 Total consumer related 492.9 183.8 — 676.7 Other Projects based 21.0 — — 21.0 Other 6.8 6.9 — 13.7 Total other 27.8 6.9 — 34.7 Total revenues $ 1,043.7 $ 554.4 $ (3.1) $ 1,595.0

18 National Local Intersegment Six months ended December 31, 2019 Media Media Elimination Total (In millions) Advertising related Digital $ 223.8 $ 9.1 $ — $ 232.9 Magazine 309.8 — — 309.8 Non-political spot — 166.3 — 166.3 Political spot — 7.0 — 7.0 Third party sales 39.4 52.7 (1.2) 90.9 Total advertising related 573.0 235.1 (1.2) 806.9 Consumer related Subscription 310.3 — — 310.3 Retransmission — 164.7 — 164.7 Newsstand 80.3 — — 80.3 Licensing 44.4 — — 44.4 Affinity marketing 33.9 — — 33.9 Digital and other consumer driven 38.4 — — 38.4 Total consumer related 507.3 164.7 — 672.0 Other Projects based 29.5 — — 29.5 Other 20.3 7.0 — 27.3 Total other 49.8 7.0 — 56.8 Total revenues $ 1,130.1 $ 406.8 $ (1.2) $ 1,535.7

Contract Balances

The timing of Meredith’s performance under its various contracts often differs from the timing of the customer’s payment, which results in the recognition of a contract asset or a contract liability. A contract asset is recognized when a good or service is transferred to a customer and the Company does not have the contractual right to bill for the related performance obligations. Due to the nature of its contracts, the Company does not have any significant contract assets. A contract liability is recognized when consideration is received from the customer prior to the transfer of goods or services. Current portion of contract liabilities were $402.3 million at December 31, 2020, and $403.2 million at June 30, 2020, and are presented as current portion of unearned revenues on the Condensed Consolidated Balance Sheets. Noncurrent contract liabilities were $254.6 million and $267.5 million at December 31, 2020 and June 30, 2020, respectively, and are reflected as unearned revenues on the Condensed Consolidated Balance Sheets. Revenue of $251.7 million and $296.4 million recognized in the six- month periods ended December 31, 2020 and 2019, respectively, was in contract liabilities at the beginning of the period.

19 11. Pension and Postretirement Benefit Plans

The following table presents the components of net periodic benefit costs for Meredith's pension and postretirement benefit plans:

Three Months Six Months Periods ended December 31, 2020 2019 2020 2019 (In millions) Domestic Pension Benefits Service cost $ 2.3 $ 2.5 $ 4.6 $ 5.0 Interest cost 0.8 1.3 1.6 2.7 Expected return on plan assets (1.9) (2.4) (3.9) (4.8) Prior service cost amortization 0.1 0.2 0.2 0.3 Actuarial loss amortization 0.7 0.6 1.4 1.2 Settlement charge 1.8 8.8 1.8 8.8 Net periodic benefit costs $ 3.8 $ 11.0 $ 5.7 $ 13.2

International Pension Benefits Interest cost $ 2.3 $ 3.7 $ 4.6 $ 7.3 Expected return on plan assets (3.9) (4.7) (7.7) (9.3) Prior service credit amortization 0.1 0.1 0.1 0.1 Net periodic benefit credit $ (1.5) $ (0.9) $ (3.0) $ (1.9)

Postretirement Benefits Interest cost $ — $ 0.1 $ 0.1 $ 0.1 Actuarial gain amortization — (0.2) (0.1) (0.3) Net periodic benefit credit $ — $ (0.1) $ — $ (0.2)

The pension settlement charges recorded in the second quarter of fiscal 2021 and 2020 were triggered by lump-sum payments made as a result of executive retirements.

The components of net periodic benefit costs (credit), other than the service cost component, are included in the non-operating income (expense), net line on the accompanying Condensed Consolidated Statements of Earnings.

The amortization of amounts related to unrecognized prior service costs/credit and net actuarial gain/loss was reclassified out of other comprehensive income as components of net periodic benefit costs (credit).

20 12. Earnings Per Common Share

The following table presents the calculations of basic earnings per common share:

Three Months Six Months Periods ended December 31, 2020 2019 2020 2019 (In millions except per share data) Net earnings $ 148.5 $ 37.8 $ 190.8 $ 43.9 Participating warrants dividend — (1.0) — (1.9) Series A preferred stock dividend — (14.1) — (28.5) Accretion of Series A preferred stock — (4.5) — (9.0) Other securities dividends — (0.2) — (0.3) Undistributed earnings allocated to participating securities (7.9) — (9.6) — Basic earnings attributable to common shareholders $ 140.6 $ 18.0 $ 181.2 $ 4.2

Basic weighted average common shares outstanding 46.2 45.7 46.1 45.7 Basic earnings per common share $ 3.04 $ 0.39 $ 3.93 $ 0.09

Diluted earnings per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The dilutive effects of these share-based awards were computed using the two-class method.

Three Months Six Months Periods ended December 31, 2020 2019 2020 2019 (In millions except per share data) Basic weighted-average common shares outstanding 46.2 45.7 46.1 45.7 Dilutive effect of stock options and equivalents 0.1 — 0.1 — Dilutive effect of participating warrants — 1.6 — — Diluted weighted-average shares outstanding 46.3 47.3 46.2 45.7

Basic earnings attributable to common shareholders $ 140.6 $ 18.0 $ 181.2 $ 4.2 Dilutive security dividends — 1.0 — — Diluted earnings attributable to common shareholders $ 140.6 $ 19.0 $ 181.2 $ 4.2 Diluted earnings per common share 3.04 0.40 3.92 0.09

For the three months ended December 31, 2020, 1.5 million warrants and 0.2 million of restricted stock were excluded from the computation of diluted earnings per common share. For the six months ended December 31, 2020, 1.5 million warrants and a minimal amount of restricted stock were excluded from the computation of diluted earnings per common share. These securities have an antidilutive effect on the earnings per common share calculation (the diluted earnings per share becoming more than the basic earnings per share). Therefore, these securities are not taken into account in determining the weighted average number of shares for the calculation of diluted earnings per share for the three and six months ended December 31, 2020.

For the three months ended December 31, 2019, 1.6 million warrants were included in the computation of diluted earnings per share while being antidilutive (the diluted earnings per common share becoming more than basic earnings per common share). These securities are dilutive (the diluted earnings per common share becoming less than basic earnings per common share) when calculating the diluted earnings per common share for income from continuing operations, which is the control number when determining the dilutive impact of securities in all

21 earnings per common share calculations. Therefore, these securities are included in all diluted earnings per common share calculations for the three months ended December 31, 2019. There were also 0.7 million convertible preferred shares and 0.1 million shares of restricted stock excluded from the computation of diluted earnings per common share due to their antidilutive effect on all earnings per share calculations for the three months ended December 31, 2019.

For the six months ended December 31, 2019, 1.6 million warrants, 0.7 million convertible preferred shares, and 0.1 million shares of restricted stock were excluded from the computation of diluted earnings per common share. These securities have an antidilutive effect on the earnings per common share calculation. Therefore, these securities are not taken into account in determining the weighted average number of shares for the calculation of diluted earnings per share for the six months ended December 31, 2019.

For the three months ended December 31, 2020 and 2019, antidilutive options excluded from the above calculations totaled 4.3 million (with a weighted average exercise price per share of $48.33) and 3.8 million (with a weighted average exercise price per share of $54.89), respectively. For the six months ended December 31, 2020 and 2019, antidilutive options excluded from the above calculations totaled 4.2 million (with a weighted average exercise price per share of $49.54) and 3.6 million (with a weighted average exercise price per share of $56.48), respectively.

In the six months ended December 31, 2020, no options were exercised to purchase common shares. In the six months ended December 31, 2019, a minimal amount of options were exercised to purchase common shares.

13. Financial Information about Industry Segments

Meredith is a diversified media company focused primarily on service journalism. On the basis of products and services, the Company has established two reportable segments: national media and local media. There have been no changes in the basis of segmentation since June 30, 2020. There have been no material intersegment transactions.

There are two principal financial measures reported to the chief executive officer (the chief operating decision maker) for use in assessing segment performance and allocating resources. Those measures are operating profit and earnings before interest expense, income taxes, depreciation, and amortization (EBITDA). Operating profit for segment reporting, disclosed below, is revenues less operating costs excluding unallocated corporate expenses. Segment operating expenses include allocations of certain centrally incurred costs such as employee benefits, occupancy, information systems, accounting services, internal legal staff, and human resources administration. These costs are allocated based on actual usage or other appropriate methods, primarily number of employees. Unallocated corporate expenses are corporate overhead expenses not directly attributable to the operating groups. In accordance with authoritative guidance on disclosures about segments of an enterprise and related information, EBITDA is not presented below.

22 The following table presents financial information by segment:

Three Months Six Months Periods ended December 31, 2020 2019 2020 2019 (In millions) Revenues National media $ 576.0 $ 597.2 $ 1,043.7 $ 1,130.1 Local media 328.4 214.0 554.4 406.8 Total revenues, gross 904.4 811.2 1,598.1 1,536.9 Intersegment revenue elimination (2.9) (0.7) (3.1) (1.2) Total revenues $ 901.5 $ 810.5 $ 1,595.0 $ 1,535.7

Segment profit National media $ 114.3 $ 100.5 $ 145.8 $ 128.6 Local media 151.7 54.8 215.5 93.2 Unallocated corporate (17.6) (21.4) (34.8) (45.0) Income from operations 248.4 133.9 326.5 176.8 Non-operating income (expense), net 0.2 (7.2) 5.8 1.4 Interest expense, net (43.1) (36.9) (86.6) (75.8) Earnings from continuing operations before income taxes $ 205.5 $ 89.8 $ 245.7 $ 102.4

Depreciation and amortization National media $ 40.6 $ 47.8 $ 80.6 $ 95.2 Local media 8.7 9.9 17.3 19.5 Unallocated corporate 0.5 0.9 0.9 2.4 Total depreciation and amortization $ 49.8 $ 58.6 $ 98.8 $ 117.1

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of Meredith Corporation's financial condition and results of operations should be read together with Meredith's condensed consolidated financial statements and notes thereto, included elsewhere in this Quarterly Report on Form 10-Q (Form 10-Q). When used herein, the terms Meredith, the Company, we, us, and our refer to Meredith Corporation, including its consolidated subsidiaries.

Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based upon management's current expectations and are subject to various uncertainties and changes in circumstances. Important factors that could cause actual results to differ materially from those described in forward-looking statements are set forth below under the headings "Forward Looking Statements" and under the "Risk Factors" heading in our Annual Report on Form 10-K (Form 10-K) for the year ended June 30, 2020. Such risk factors may be amplified by the COVID-19 pandemic and its potential impact on the Company’s business and the global economy.

23 EXECUTIVE OVERVIEW

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

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

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

Both segments operate primarily in the U.S. and compete against similar and other types of media on both a local and national basis. The national media segment accounted for 65 percent of the Company's $1.6 billion in revenues in the first six months of fiscal 2021, while the local media segment contributed 35 percent.

NATIONAL MEDIA

Advertising related revenues represented 50 percent of national media's fiscal 2021 first six months' revenues. These revenues were generated from the sale of advertising space in our magazines and digital properties to clients interested in promoting their brands, products, and services to consumers as well as selling advertising space on third-party platforms. Consumer related revenues accounted for 47 percent of national media's first six months' revenues. Consumer related revenue includes all revenues either driven by or otherwise linked to consumer buying decisions and includes circulation revenues, which 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; affinity marketing revenues, which represent agency commissions from the sale of magazines for third-party publishers; licensing revenues; and other ecommerce sales, product sales, and related activities. The remaining 3 percent of national media's revenues came from a variety of activities, which included the sale of customer relationship marketing products and services as well as television and streaming services content production and other related activities. National media's major expense categories are production and delivery of publications and promotional mailings and employee compensation costs.

LOCAL MEDIA

Local media derives the majority of its revenues—66 percent in the first six months of fiscal 2021—from the sale of advertising, both over the air and on our stations' digital and mobile media properties as well as selling advertising space on third-party platforms. Television retransmission fees accounted for 33 percent of local media's first six months' revenues. The remainder comes from other services. 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. Local media's major expense categories are employee compensation costs and programming fees paid to the networks.

COVID-19 UPDATE

In the second quarter of fiscal 2021, COVID-19 continued to negatively impact our results, particularly advertising related revenues in our national media segment. For the first six months of fiscal 2021, the COVID-19 pandemic impacted our business results, particularly in our magazine advertising and non-political spot revenue streams. We are seeing continued strong consumer engagement with our brands in both the national and local media segments

24 and across platforms. We are also seeing performance improvement from our brands that focus on food, home, and lifestyle. As public health measures such as travel restrictions and mandated business closures continue to impact consumers and the overall economy, we have seen negative performance trends continue within our brands focused on travel and luxury. While the COVID-19 pandemic continues to depress levels of magazine advertising, we have seen improvement in digital advertising. As we continue to progress through the pandemic, quantifying the specific impact becomes more challenging. The Company estimates that the COVID-19 impact on total revenues was a net decrease of revenues of approximately $25.0 million to $35.0 million in the second quarter and approximately $70.0 million to $100.0 million in the first six months of fiscal 2021.

The Company previously announced that it had temporarily reduced the pay for our Board of Directors, our executives, and approximately 60 percent of our employees. These reductions were lifted, and full pay was reinstated for all parties in early September 2020.

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

We continue to monitor the ongoing and evolving situation. There may be developments outside our control requiring us to adjust our operating plan. As such, fiscal 2021 will continue to be a time of uncertainty. While earnings increased in the second quarter and first six months of fiscal 2021 as compared to the prior-year periods, there remains the risk that COVID-19 could have material adverse impacts on our future revenue growth as well as our overall profitability. We will continue to evaluate the nature and extent of the impact of COVID-19 on our business, consolidated results of operations, financial condition, and liquidity. For additional discussion of the impacts and risks to our business from the COVID-19 pandemic, refer to Item 1- Risk Factors in our most recent Form 10-K and information presented in this Item 2.

FIRST SIX MONTHS FISCAL 2021 FINANCIAL OVERVIEW

• Local media revenues increased 36 percent compared to the prior-year period primarily due to increased political spot revenues and digital political advertising revenues included in third party sales. These increases were partially offset by decreases in non- political spot advertising revenues due primarily to political crowd-out. Operating profit more than doubled primarily due to the additional high-margin political advertising revenues as a result of the cyclical nature of political advertising.

• National media revenues decreased 8 percent compared to the prior-year period primarily due to declines in magazine advertising and subscription revenues resulting from portfolio changes and the impact of COVID-19. These declines were partially offset by increases in digital advertising, licensing, and digital and other consumer driven revenues. Digital advertising revenues surpassed magazine advertising revenues for the first time in the Company's history. Operating profit grew 13 percent primarily due to growth in digital advertising revenues and reductions in non-cash expenses such as amortization and the impairment of a long- lived asset. These operating profit gains were partially offset by the negative impacts of COVID-19 primarily on magazine advertising.

• As discussed above, COVID-19 continues to negatively impact our results, particularly advertising related revenues in our national media segment. As we continue to progress through the pandemic, quantifying the specific impact becomes more challenging. The Company estimates that the COVID-19 impact on total revenues was a net decrease in revenues of approximately $70.0 million to $100.0 million.

• Unallocated corporate expenses decreased 23 percent primarily due to reductions in employee compensation and benefit costs, decreases in occupancy-related expenses, and lower restructuring costs.

25 • Diluted earnings per common share from continuing operations increased to $3.92 in the first six months of fiscal 2021 from $0.75 in the prior-year six-month period reflecting increased political and digital advertising.

RESULTS OF OPERATIONS

Three months ended December 31, 2020 2019 Change (In millions except per share data) Total revenues $ 901.5 $ 810.5 11 % Operating expenses 653.1 676.6 (3)% Income from operations $ 248.4 $ 133.9 86 % Earnings from continuing operations $ 148.5 $ 62.1 139 % Net earnings 148.5 37.8 293 % Diluted earnings per common share from continuing operations 3.04 0.91 234 % Diluted earnings per common share 3.04 0.40 n/m n/m - Not meaningful

Six months ended December 31, 2020 2019 Change (In millions except per share data) Total revenues $ 1,595.0 $ 1,535.7 4 % Operating expenses Cost and expenses 1,268.5 1,353.7 (6)% Impairment of long-lived assets — 5.2 (100)% Total operating expenses 1,268.5 1,358.9 (7)% Income from operations $ 326.5 $ 176.8 85 % Earnings from continuing operations $ 190.8 $ 74.2 157 % Net earnings 190.8 43.9 335 % Diluted earnings per common share from continuing operations 3.92 0.75 423 % Diluted earnings per common share 3.92 0.09 n/m n/m - Not meaningful

OVERVIEW

The following sections provide an analysis of the results of operations for the national media and local media segments and an analysis of the consolidated results of operations for the three and six months ended December 31, 2020, compared with the prior-year periods. This commentary should be read in conjunction with the interim condensed consolidated financial statements presented elsewhere in this report and with our Form 10-K for the year ended June 30, 2020.

26 NATIONAL MEDIA

National media operating results were as follows:

Three months ended December 31, 2020 2019 Change (In millions) Advertising related Digital $ 161.2 $ 132.2 22 % Magazine 120.4 149.4 (19) % Third party sales 13.8 20.4 (32) % Total advertising related 295.4 302.0 (2) % Consumer related Subscription 144.8 159.8 (9) % Newsstand 40.3 37.7 7 % Licensing 34.5 24.4 41 % Affinity marketing 18.5 20.0 (8) % Digital and other consumer driven 27.7 21.9 26 % Total consumer related 265.8 263.8 1 % Other Project based 11.1 15.1 (26) % Other 3.7 16.3 (77) % Total other 14.8 31.4 (53) % Total revenues 576.0 597.2 (4) % Operating expenses 461.7 496.7 (7) % Operating profit $ 114.3 $ 100.5 14 % Operating profit margin 19.8 % 16.8 %

27 Six months ended December 31, 2020 2019 Change (In millions) Advertising related Digital $ 266.3 $ 223.8 19 % Magazine 228.9 309.8 (26)% Third party sales 27.8 39.4 (29)% Total advertising related 523.0 573.0 (9)% Consumer related Subscription 278.2 310.3 (10)% Newsstand 75.4 80.3 (6)% Licensing 58.6 44.4 32 % Affinity marketing 32.9 33.9 (3)% Digital and other consumer driven 47.8 38.4 24 % Total consumer related 492.9 507.3 (3)% Other Project based 21.0 29.5 (29)% Other 6.8 20.3 (67)% Total other 27.8 49.8 (44)% Total revenues 1,043.7 1,130.1 (8)% Operating expenses Costs and expenses 897.9 996.3 (10)% Impairment of long-lived assets — 5.2 (100)% Total operating expenses 897.9 1,001.5 (10)% Operating profit $ 145.8 $ 128.6 13 % Operating profit margin 14.0 % 11.4 %

Revenues National media advertising related revenue includes all advertising in Meredith owned publications and on Meredith owned websites as well as revenue we generate selling advertising space on third-party platforms. Advertising related revenue decreased 2 percent in the second quarter and 9 percent in the first six months of fiscal 2021.

Digital advertising increased 22 percent in the second quarter and 19 percent in the first six months of fiscal 2021. Meredith’s Data Studio, which launched in the first quarter of fiscal 2021, is one of the features of Meredith’s new digital platform. This platform offers advertising solutions that harness the Company's proprietary first-party data and predictive insights to help inform its clients' marketing, product, and business strategies, providing the opportunity to create multi-year, integrated partnerships with our top clients, and other work to improve the user experience. The use of this platform has driven positive digital advertising results, especially for the People brand.

Meredith has made changes to its portfolio of brands and titles intended to enhance the consumer experience, provide more effective and efficient platforms for advertisers, and increase the profitability of the portfolio. These changes included closing Family Circle magazine and transitioning Traditional Home and Rachael Ray Every Day to premium newsstand titles, which resulted in declines in combined magazine advertising revenues of $9.5 million in the second quarter and $20.7 million in the first six months of fiscal 2021. Magazine advertising continues to be negatively impacted by COVID-19 with the automotive, media and entertainment, luxury, and travel categories being impacted the most. While the majority of our titles experienced magazine advertising revenue declines in the second quarter and first six months of fiscal 2021 as compared to the prior-year periods, approximately half of our titles, including our two largest brands, People and Better Homes and Gardens, once again experienced improved year-over-year performance in magazine advertising revenues in the second quarter of fiscal 2021 as compared to

28 the first quarter of fiscal 2021. The declines as compared to the prior-year periods are due to a mix of the impact of COVID-19 and changing market demands for magazine advertising.

Certain trends resulting from the impact of COVID-19, such as increased cooking at home, redecorating, and home remodeling, appear to be positively impacting web traffic, and the Company is seeing positive trends on many of our sites, including Allrecipes.com and People.com. Growth in open programmatic advertising has been driven by the combination of advertisers coming back into the market, increased sessions, and increased impressions per session offset by reduced cost per thousand or CPM’s, which have been suppressed during the pandemic. Digital traffic to our sites has historically been strongest in our second quarter and as such, the increased consumer demand may reverse in the coming months.

The decrease in third-party sales of 32 percent in the second quarter and 29 percent in the first six months of fiscal 2021 was primarily due to reductions in cover wrap sales as well as decreases in advertising pages in publications the Company produces on behalf of others. These declines were primarily due to a continued reluctance to handle printed material within doctor's offices due to COVID-19.

Consumer related revenue includes all revenues either driven by or otherwise linked to consumer buying decisions. Consumer related revenues increased 1 percent in the second quarter. They declined 3 percent in the first six months of fiscal 2021. For the second quarter and first six months of fiscal 2021, approximately 60 percent of the declines in subscription revenues were due to the portfolio changes noted above. The remaining decreases in subscription revenues were due primarily to fulfillment of a larger percentage of subscriptions received directly by the Company, which tend to have lower subscription revenues and lower acquisition costs compared to subscriptions received from third party agents. Subscriptions received directly by the Company tend to have higher renewal rates and a higher lifetime value. Newsstand revenues increased in the second quarter of fiscal 2021 as almost 25 percent more titles were produced by Meredith Premium Publishing as compared to the prior-year period. Although about 5 percent more titles were produced in the first six months of fiscal 2021, newsstand revenues decreased during the period due to the impact of COVID-19. Licensing revenue increased in the second quarter and first six months of fiscal 2021 primarily due to an increase in royalties from Apple News+ and Walmart Inc. Digital and other consumer driven revenue increased primarily due to increases in ecommerce revenues.

Other revenue decreased 53 percent in the second quarter and 44 percent in the first six months of fiscal 2021 primarily due to non-repeating project work, declines in revenues from operational support agreements for the sold brands, and the negative COVID-19 impact on consumer events.

While the Company is not able to estimate the impact of the COVID-19 pandemic on revenues into the third quarter of fiscal 2021, the Company saw month-by-month improvement in magazine advertising performance during the first six months of fiscal 2021 through the December on-sales. As the second quarter has historically been the national media segment's strongest quarter for revenues, this improving trend is not expected to continue into the third quarter of fiscal 2021. Future actions such as renewed shelter-in-place or business closing orders could further negatively impact these expectations.

Operating Costs and Expenses In the second quarter of fiscal 2021, national media operating costs and expenses decreased 7 percent primarily due to a decrease in non- payroll related editorial costs of $14.5 million, lower subscription acquisition costs of $10.4 million, lower amortization expense of $7.7 million, a reduction in incentive-based compensation costs of $4.6 million, a decline in travel and entertainment expenses of $4.6 million, a decrease in paper expense of $4.5 million, a reduction in custom publishing expenses of $4.2 million, a decrease in bad debt expense of $3.3 million, and a decline in distribution costs of $3.2 million. The portfolio changes noted above as well as the impact from COVID-19 contributed to the declines. These declines were partially offset by a decrease in the gain on the sale of business assets of $8.3 million and a reduction of $7.1 million in revenues earned under Transition Service Agreements (TSAs) related to previously sold brands, which were recorded as credits to operating expenses, and an increase in outside sales commission expense of $3.2 million.

29 National media operating costs and expenses decreased 10 percent in the first six months of fiscal 2021 primarily due to a reduction in subscription acquisition costs of $27.9 million, a decrease in non-payroll related editorial costs of $20.7 million, lower amortization expense of $14.9 million, a decline in employee compensation costs of $11.5 million, a decline in distribution costs of $11.4 million, a reduction in custom publishing expenses of $10.7 million, a decrease in paper expense of $9.8 million, a decline in travel and entertainment expenses of $9.2 million, a decrease in bad debt expense of $9.2 million, and lower occupancy-related costs of $5.7 million. The portfolio changes noted above as well as the impact from COVID-19 contributed to the declines. A portion of the decline in employee compensation costs was due to the temporary reduction in pay that impacted approximately 60 percent of our employees for July and August 2020. These declines were partially offset by a reduction of $8.9 million in revenues earned under TSAs related to previously sold brands and a decrease in the gain on the sale of business assets of $8.8 million, which were recorded as credits to operating expenses, and an increase in incentive-based compensation costs of $8.5 million and an increase in outside sales commission expense of $3.9 million.

While the Company is not able to estimate the impact of COVID-19 on operating costs and expenses into the third quarter of fiscal 2021, the Company expects that to the extent advertising related revenues continue to recover, related direct costs and expenses will also increase.

Impairment of Long-lived Assets In the first quarter of fiscal 2020, the national media segment recorded a $5.2 million non-cash impairment of a trademark.

Operating Profit National media operating profit increased 14 percent in the second quarter and 13 percent in the first six months of fiscal 2021 as growth in the operating profit of our digital operations and reductions in amortization more than offset the negative impacts of COVID-19 on our national media operations. In addition, the first six months of 2020 included a $5.2 million write-down of impaired assets that did not repeat.

LOCAL MEDIA

Local media operating results were as follows:

Three months ended December 31, 2020 2019 Change (In millions) Advertising related Non-political spot $ 75.3 $ 89.5 (16)% Political spot 117.7 4.4 n/m Digital 4.9 4.9 0 % Third party sales 34.7 27.2 28 % Total advertising related 232.6 126.0 85 % Consumer related Retransmission 91.9 85.1 8 % Digital and other consumer driven 0.3 — n/m Consumer related 92.2 85.1 8 % Other 3.6 2.9 24 % Total revenues 328.4 214.0 53 % Operating expenses 176.7 159.2 11 % Operating profit $ 151.7 $ 54.8 177 % Operating profit margin 46.2 % 25.6 % n/m - Not meaningful

30 Six months ended December 31, 2020 2019 Change (In millions) Advertising related Non-political spot $ 132.1 $ 166.3 (21)% Political spot 169.4 7.0 n/m Digital 9.2 9.1 1 % Third party sales 53.0 52.7 1 % Total advertising related 363.7 235.1 55 % Consumer related Retransmission 183.3 164.7 11 % Digital and other consumer driven 0.5 — n/m Consumer related 183.8 164.7 12 % Other 6.9 7.0 (1)% Total revenues 554.4 406.8 36 % Operating expenses 338.9 313.6 8 % Operating profit $ 215.5 $ 93.2 131 % Operating profit margin 38.9 % 22.9 % n/m - Not meaningful

Revenues Local media revenues increased 53 percent in the second quarter and 36 percent in the first six months of fiscal 2021. Advertising related revenues increased 85 percent in the second quarter and 55 percent in the first six months of fiscal 2021. Political spot advertising revenues totaled $117.7 million in the second quarter of the current year compared with $4.4 million in the prior-year second quarter and $169.4 million in the first six months of the current year compared to $7.0 million in the first half of the prior year. More than 20 percent of second quarter political spot advertising revenues were generated from Senate run-off races that occurred after election day. Fluctuations in political spot advertising revenues at our stations and throughout the broadcasting industry generally follow the biennial cycle of election campaigns. Political spot advertising displaces a certain amount of non-political spot advertising; therefore, the revenues are not entirely incremental.

Non-political spot advertising revenues decreased 16 percent in the second quarter and 21 percent in the first six months of fiscal 2021. Local non-political spot advertising revenues declined 17 percent in the second quarter and 21 percent in the first six months of fiscal 2021 while national non-political spot advertising revenues decreased 13 percent in the second quarter and 19 percent in the first six months of fiscal 2021. These declines in non-political spot revenues were caused primarily by political crowd-out. Due to significant political crowd-out, the Company is not able to estimate what, if any, impact COVID-19 had on non-political spot revenues in the second quarter of fiscal 2021. These declines in non-political spot revenues in the first six months of fiscal 2021 were caused by both political crowd-out and COVID-19. In the first six months of fiscal 2021, there were several categories that were negatively impacted by COVID-19 with the automotive, restaurants, and retail categories being impacted the most. While these categories continue to be down, automotive showed improvement.

Third party sales, which represent revenue generated through selling advertising space on third-party platforms, increased 28 percent in the second quarter and 1 percent in the first six months of fiscal 2021. The increase in the second quarter is primarily due to political advertising on digital third party platforms of $12.1 million. The increase in the first six months of fiscal 2021 is primarily due the increase in digital political advertising of $15.0 million offset by reductions in third party sales primarily related to COVID-19. In the first six months of fiscal 2021, there were several categories that were negatively impacted by COVID-19, with the banking and finance, retail, media, building, travel, and consumer packaged goods categories being impacted the most.

31 Consumer related revenues primarily represent retransmission consent fees from cable, satellite, and telecommunications operators. Consumer related revenues increased primarily due to renegotiated contracts and annual escalators.

As discussed above, COVID-19 negatively impacted our results, particularly non-political spot and non-political third party advertising related revenues for the six-month period ended December 31, 2020. As the pandemic continues, quantifying the specific impact becomes more challenging. While the Company is not able to estimate the impact of the COVID-19 pandemic on revenues into the third quarter of fiscal 2021, with the reduction in demand for political advertising in our third quarter, the Company expects the COVID-19 pandemic to continue to negatively impact non-political spot and third party sales advertising revenues in the third quarter of fiscal 2021. Future actions such as renewed shelter-in-place or business closing orders could further negatively impact these expectations.

Operating Costs and Expenses Local media operating costs and expenses increased 11 percent in the second quarter and 8 percent in the first six months of fiscal 2021. The increase in the second quarter was primarily due to higher programming fees paid to affiliated networks of $7.3 million, an increase in outside sales commissions expense of $5.0 million, higher third party inventory acquisition costs of $4.8 million, and an increase in consulting costs of $3.2 million. The six-month period increase was primarily due to higher programming fees paid to affiliated networks of $13.3 million, an increase in outside sales commissions expense of $7.0 million, an increase in severance and related benefit costs of $4.8 million, and an increase in consulting costs of $3.6 million. The increases in outside sales commissions, third party inventory acquisition costs, and consulting costs were primarily due to the increase in political advertising revenues. These increases were partially offset by reductions in travel and entertainment expenses of $2.8 million and a decline in employee compensation costs of $2.8 million.

While the Company is not able to estimate the impact of the COVID-19 pandemic on operating costs and expenses into the second half of fiscal 2021, the Company expects that, to the extent advertising related revenues continue to recover, related direct costs and expenses will also increase.

Operating Profit Local media operating profit grew 177 percent in the second quarter and 131 percent in the first six months of fiscal 2021 primarily due to increased political advertising revenues.

UNALLOCATED CORPORATE EXPENSES

Unallocated corporate expenses are general corporate overhead expenses not attributable to the operating groups. These expenses were as follows:

Unallocated Corporate Expenses 2020 2019 Change (In millions) Three months ended December 31, $ 17.6 $ 21.4 (18) % Six months ended December 31, 34.8 45.0 (23) %

Unallocated corporate expenses decreased 18 percent in the second quarter of fiscal 2021 primarily due to reductions in occupancy-related costs of $2.2 million and lower severance and related benefit costs of $2.1 million.

Unallocated corporate expenses decreased 23 percent in the first six months of fiscal 2021 primarily due to reductions in occupancy-related costs of $4.0 million, lower benefit costs of $2.2 million, a decrease in employee compensation costs of $2.2 million, lower integration and exit costs of $2.0 million, and a decline in severance and related benefit costs of $1.9 million. These decreases were partially offset by an increase in incentive-based compensation expenses of $5.4 million.

32 The Company estimates that COVID-19 did not have a significant impact on unallocated corporate operating costs and expenses during the first six months of fiscal 2021, nor does the Company anticipate that COVID-19 will have a significant impact on unallocated corporate operating costs and expenses in the third quarter of fiscal 2021.

CONSOLIDATED

Consolidated Operating Expenses

Consolidated operating expenses were as follows:

Three months ended December 31, 2020 2019 Change (In millions) Production, distribution, and editorial $ 266.5 $ 280.1 (5) % Selling, general, and administrative 332.6 338.4 (2) % Acquisition, disposition, and restructuring related activities 4.2 (0.5) n/m Depreciation and amortization 49.8 58.6 (15) % Operating expenses $ 653.1 $ 676.6 (3) % n/m - Not meaningful

Six months ended December 31, 2020 2019 Change (In millions) Production, distribution, and editorial $ 507.6 $ 553.8 (8)% Selling, general, and administrative 643.8 669.2 (4)% Acquisition, disposition, and restructuring related activities 18.3 13.6 35 % Depreciation and amortization 98.8 117.1 (16)% Impairment of long-lived assets — 5.2 (100)% Operating expenses $ 1,268.5 $ 1,358.9 (7)%

Fiscal 2021 production, distribution, and editorial costs decreased 5 percent in the second quarter and 8 percent in the first six months of fiscal 2021. The second quarter decrease was primarily due to a decline in non-payroll related editorial costs of $14.5 million, a decrease in paper expense of $4.5 million, a reduction in custom publishing expenses of $4.2 million, and lower distribution costs of $3.2 million, partially offset by an increase in programming fees paid to affiliated networks of $7.3 million and higher third party inventory acquisition costs of $4.8 million. The decrease in the six-month period was primarily due a decline in non-payroll related editorial costs of $20.7 million, lower distribution costs of $11.4 million, a reduction in custom publishing expenses of $10.7 million, a decline in paper expense of $9.8 million, and a decrease in employee compensation costs of $7.3 million partially offset by an increase in programming fees paid to affiliated networks of $13.3 million.

Selling, general, and administrative expenses decreased 2 percent in the second quarter primarily due to lower subscription acquisition costs of $10.4 million, a decline in travel and entertainment expenses of $5.1 million, a decrease in occupancy-related costs of $5.0 million, a reduction in incentive-based compensation costs of $3.9 million, and a decrease in bad debt expense of $3.4 million partially offset by an increase in outside sales commission expense of $8.2 million and a reduction of $7.1 million in revenues earned under TSAs, which were recorded as a credit to selling, general, and administrative expenses. For the first six months of fiscal 2021, selling, general, and administrative expenses decreased 4 percent primarily due to lower subscription acquisition costs of $27.9 million, a decline in travel and entertainment expenses of $9.9 million, a decrease in occupancy-related costs of $10.3 million, a decline in bad debt expense of $9.7 million, and a decrease in employee compensation costs of

33 $9.2 million, partially offset by higher incentive-based compensation costs of $15.6 million, an increase in outside sales commission expense of $10.9 million, and a reduction of $8.9 million in revenues earned under TSAs.

Fiscal 2021 second quarter acquisition, disposition, and restructuring related activities expenses were primarily integration and exit costs. Acquisition, disposition, and restructuring related activities expense for the first six months of fiscal 2021 were primarily made up of approximately two-thirds severance and related benefit costs and one-third integration and exit costs. Fiscal 2020 second quarter acquisition, disposition, and restructuring related activities represented a gain on the sale of business assets of $8.3 million mostly offset by integration and exit costs of $4.0 million and severance and related benefit costs of $3.8 million. The first six months of fiscal 2020 acquisition, disposition, and restructuring related activities represented integration and exit costs of $12.4 million and severance and related benefit costs of $9.9 million partially offset by the gain on the sale of business assets of $8.8 million.

Depreciation and amortization expense decreased 15 percent in the second quarter and 16 percent in the first six months of fiscal 2021 primarily due to reductions in customer relationships amortization expense in our national media segment due to such intangibles becoming fully amortized during the prior fiscal year.

In the first quarter of fiscal 2020, the national media segment recorded a $5.2 million non-cash impairment of a trademark.

Income from Operations Second quarter fiscal 2021 income from operations was $248.4 million whereas second quarter fiscal 2020 income from operations was $133.9 million. Income from operations increased to $326.5 million in the first six months of fiscal 2021 from $176.8 million in the first six months of fiscal 2020. For the second quarter of fiscal 2021, the increase was primarily due to higher operating profit in our local media operations primarily as a result of the increase in political advertising revenues and an increase in the operating profit of our national media group primarily due to the strength of digital advertising revenues. These increases were partially offset by the adverse impact of COVID-19 on our national media business and a reduction in non-political spot revenues due primarily to political crowd-out. The increase in income from operations for the first six months of fiscal 2021 was primarily due to higher operating profit in our local media operations primarily due to the increase in political advertising revenues and an increase in the operating profit of our national media group primarily due to the strength of digital advertising revenues and reductions in amortization expense and employee compensation costs. These positive factors were partially offset by the adverse impact of COVID-19 on our business, a reduction in non- political spot revenues due primarily to political crowd-out, and an increase in incentive-based compensation expenses.

Non-operating Income (Expense), net The second quarter of fiscal 2021 non-operating income, net related primarily to a pension and other postretirement plans benefit credit of $2.0 million partially offset by a pension settlement charge of $1.8 million. The second quarter of fiscal 2020 non-operating expense, net related primarily to a pension settlement charge of $8.8 million partially offset by a pension and other postretirement plans benefit credit of $1.3 million. For the first six months of fiscal 2021, non-operating income, net related primarily to the gain on the sale of an investment of $3.6 million and a pension and other postretirement plans benefit credit of $4.0 million partially offset by a pension settlement charge of $1.8 million. For the first six months of fiscal 2020, non-operating income, net related primarily to an $8.0 million credit for the release of a lease guarantee and a pension and other postretirement plans benefit credit of $2.6 million partially offset by a pension settlement charge of $8.8 million.

Interest Expense, net Net interest expense increased to $43.1 million in the fiscal 2021 second quarter compared with $36.9 million in the prior-year second quarter. For the six months ended December 31, 2020, net interest expense was $86.6 million versus $75.8 million in the first six months of fiscal 2020. Average long-term debt outstanding was $3.0 billion in the second quarter of fiscal 2021 and six-month periods compared with $2.4 billion in the prior-year second quarter and six-month periods. The Company's approximate weighted average interest rate was 5.7 percent in the first six months of fiscal 2021 compared to 6.4 percent for the first six months of fiscal 2020. For the three months and six

34 months ended December 31, 2019, $0.8 million and $2.0 million, respectively, of interest expense was allocated to discontinued operations and was included in the loss from discontinued operations, net of income taxes line on the Condensed Consolidated Statements of Earnings.

Income Taxes Our effective tax rate was 27.7 percent in the second quarter and 22.3 percent in the first six months of fiscal 2021 as compared to 30.8 percent in the second quarter and 27.5 percent in the first six months of fiscal 2020.

In the third quarter of fiscal 2020, the Federal District Court ruled in the Company’s favor on a disputed Internal Revenue Code Section 199 issue for fiscal years 2006 through fiscal 2012. In the first quarter of fiscal 2021, the Department of Justice waived its right to appeal resulting in the finalization of the Federal District Court decision and the release of the associated reserve for uncertain tax positions. As such, a tax benefit of $15.2 million was recorded in the first quarter of fiscal 2021.

Earnings from Continuing Operations and Earnings per Common Share from Continuing Operations Earnings from continuing operations were $148.5 million ($3.04 per diluted common share) for the quarter ended December 31, 2020, compared to $62.1 million ($0.91 per diluted common share) in the prior-year second quarter. For the six months ended December 31, 2020, earnings from continuing operations were $190.8 million ($3.92 per diluted common share), compared to prior-year six months earnings of $74.2 million ($0.75 per diluted common share). The increase in the second quarter was primarily due to the increase in political advertising revenues, increased digital advertising revenues partially offset by the adverse impact of COVID-19 on our national media business, a reduction in non-political spot revenues due primarily to political crowd-out, and an increase in income tax expense. The increase in the six- month period was primarily due to the increase in political advertising revenues, increased digital advertising revenues, and reductions in amortization and employee compensation costs partially offset by the adverse impact of COVID-19 on our business, increased income tax expense, and higher incentive-based compensation costs.

Loss from discontinued operations, net of income taxes Loss from discontinued operations, net of income taxes represents the results of operations, net of income taxes, of the properties that were held-for-sale during the six months ended December 31, 2019. The revenues and expenses of Sports Illustrated and Viant, which were sold in the second quarter of fiscal 2020 as well as the revenue and expenses of FanSided, and the Company's investment in Xumo, which were sold in the third quarter of fiscal 2020, were included in the loss from discontinued operations, net of income taxes line on the Condensed Consolidated Statements of Earnings for the periods prior to their sales.

The revenues and expenses for each of these properties while owned, along with associated income taxes, have been removed from continuing operations and reclassified into a single line item on the Condensed Consolidated

35 Statements of Earnings titled loss from discontinued operations, net of income taxes, for the three and six months ended December 31, 2019, as follows:

Net Earnings and Earnings per Common Share Net earnings were $148.5 million ($3.04 per diluted common share) for the quarter ended December 31, 2020, compared to $37.8 million ($0.40 per diluted common share) in the prior-year second quarter. For the six months ended December 31, 2020, net earnings were $190.8 million ($3.92 per diluted common share) compared to prior-year six-month net earnings of $43.9 million ($0.09 per diluted common share). The increases were primarily due to the increases in income from operations discussed above partially offset by increases in income tax expense. In addition, the second quarter and first six months of 2020 included a loss from discontinued operations that did not repeat. In the second quarter of fiscal 2021, basic average common shares outstanding increased slightly while diluted average common shares outstanding decreased slightly compared to the second quarter of fiscal 2020. Both basic average common shares outstanding and diluted average common shares outstanding increased slightly in the six-month period.

LIQUIDITY AND CAPITAL RESOURCES

Six months ended December 31, 2020 2019 Change (In millions) Net earnings $ 190.8 $ 43.9 335 % Net cash provided by operating activities $ 261.8 $ 72.1 263 % Net cash used in investing activities (12.0) (23.7) (49)% Net cash used in financing activities (3.7) (67.0) (94)% Effect of exchange rate changes 0.6 (0.1) n/m Change in cash in assets held-for-sale — (5.1) (100)% Net increase (decrease) in cash and cash equivalents $ 246.7 $ (23.8) n/m n/m - Not meaningful

June 30, December 31, 2020 2020 Change Cash and cash equivalents $ 379.1 $ 132.4 186 % Total long-term debt 3,043.4 3,045.4 0 %

36 OVERVIEW

Meredith's primary source of liquidity is cash generated by operating activities. Debt financing is typically used for significant acquisitions. 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. As of December 31, 2020, we had $347.1 million of additional available borrowings under our revolving credit facility. While there are no guarantees that we will be able to replace our credit agreements when they expire, we expect to be able to do so.

SOURCES AND USES OF CASH

Cash and cash equivalents increased $246.7 million in the first six months of fiscal 2021 compared to a decrease of $23.8 million in the first six months of fiscal 2020.

Operating Activities The largest single component of operating cash inflows is cash received from advertising customers. Other sources of operating cash inflows include cash received from magazine circulation sales, retransmission consent fees, affinity marketing, 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, network programming fees, employee benefit plans (including pension plans), broadcast programming rights, and other services and supplies.

Cash provided by operating activities totaled $261.8 million in the first six months of fiscal 2021 compared to $72.1 million in the first six months of fiscal 2020. The increase in cash flows was the result of increased net earnings and reduced payments for severance, incentives, and other employee-related items.

Investing Activities Investing cash inflows generally include proceeds from the sale of assets or businesses. 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 $12.0 million in the first six months of fiscal 2021, compared to $23.7 million in the prior-year period. The decrease in cash used in investing activities resulted from a reduction in asset acquisitions and capital expenditures, partially offset by a decrease in cash received from the disposition of assets.

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 repayment of long-term debt, repurchases of Company stock, the payment of dividends, and the payment of acquisition-related contingent consideration.

Net cash used in financing activities was $3.7 million in the six months ended December 31, 2020, compared to $67.0 million in the prior- year period. The decrease in cash used in financing activities was primarily due to the lack of dividend payments in fiscal 2021 compared to fiscal 2020, partially offset by net debt payments of $2.0 million in the first six months of fiscal 2021 compared to net issuances of $20.0 million in the prior-year period.

Long-term Debt At December 31, 2020, total long-term debt outstanding was $3.1 billion consisting of $1.5 billion of term loans under a variable-rate credit facility and $1.6 billion in fixed-rate senior notes.

The variable-rate credit facility includes a senior secured term loan (Term Loan B) and an incremental senior secured term loan (Incremental Term Loan) with $1.1 billion and $408.0 million of aggregate principal outstanding, respectively, and a five-year senior secured revolving credit facility of $350.0 million, of which $175.0 million is

37 available for the issuance of letters of credit and $35.0 million of swingline loans. On December 31, 2020, there were no borrowings outstanding under the revolving credit facility. There were $2.9 million of standby letters of credit issued under the revolving credit facility resulting in availability of $347.1 million at December 31, 2020. The Incremental Term Loan amortizes at 1.0 percent per annum in equal quarterly installments until the final maturity date, which is in 2025, at which time the remaining principal on the Term Loan B will also mature. The interest rate under the Term Loan B is based on London Interbank Offered Rate (LIBOR) plus 2.50 percent and bore interest at a rate of 2.65 percent at December 31, 2020. The interest rate under the Incremental Term Loan is based on LIBOR plus 4.25 percent with a floor of 1.00 percent for LIBOR and bore interest at a rate of 5.25 percent at December 31, 2020.

Our credit agreement includes a consolidated net leverage ratio financial covenant that is applicable based on a certain utilization level of the revolving credit line. Failure to comply with this covenant could result in the debt becoming payable on demand. The covenant did not apply at December 31, 2020, as we were below the specified utilization level on the revolving credit line. The revolving credit facility was amended in June 2020 to increase the maximum consolidated net leverage ratio during a covenant relief period, which is effective until March 31, 2022, if not sooner terminated by the Company (the Covenant Relief Period). During the Covenant Relief Period, the revolving credit facility bears interest at LIBOR plus a spread ranging from 2.50 percent to 3.50 percent. After the Covenant Relief Period, the revolving credit facility bears interest at LIBOR plus a spread ranging from 2.50 percent to 3.00 percent. It also has a commitment fee ranging from 0.375 percent to 0.500 percent of the unused commitment. All interest rates and commitment fees associated with this variable-rate revolving credit facility are derived from a leverage-based pricing grid. The fixed-rate Senior Notes include the 2026 Unsecured Senior Notes with $1.3 billion of aggregate principal and the 2025 Secured Senior Notes with $300.0 million of aggregate principal. The Senior Unsecured Notes mature in 2026 with an interest rate of 6.875 percent per annum, and the Senior Secured Notes mature in 2025 with an interest rate of 6.500 percent per annum. Total outstanding principal is due at the final maturity dates.

Contractual Obligations As of December 31, 2020, there had been no material changes in our contractual obligations from those disclosed in our Form 10-K for the year ended June 30, 2020.

Share Repurchase Program As part of our ongoing share repurchase program, we spent $0.9 million in the first six months of fiscal 2021 to repurchase 65,000 shares of common stock at then-current market prices. We spent $4.2 million to repurchase 103,000 shares in the first six months of fiscal 2020. Shares that are deemed to be delivered to us on tender of stock in payment for the exercise price of options do not reduce the repurchase authority granted by our Board of Directors. Of the 65,000 shares of common stock purchased during the first six months of the current fiscal year, none were deemed to be delivered to us on tender of stock in payment for the exercise price of options. As of December 31, 2020, $45.7 million remained available under the current authorization for future repurchases. See Part II, Item 2 (c), Issuer Repurchases of Equity Securities, of this Form 10-Q for detailed information on share repurchases during the quarter ended December 31, 2020.

Dividends Meredith had paid quarterly dividends continuously since 1947, and we increased our dividend annually for 27 consecutive years. However, in April 2020, we announced that in response to uncertainties surrounding the COVID‑19 pandemic, Meredith paused the common and class B stock dividends. The Board remains committed to paying a dividend in the future when circumstances permit and will consider the following factors, among others, when evaluating the Company’s dividend policy going forward: seeing a path to economic recovery, including recovery of the advertising market, evaluating the Company’s cash flow needs to support future growth, and ensuring compliance with terms of the Company’s debt agreements.

Dividends paid in the first six months of fiscal 2020 on common and class B stock totaled $54.7 million, or $1.150 per share. Dividends paid in the first six months of fiscal 2020 on Series A preferred stock totaled $28.5 million or

38 $43.91 per share. As the Series A preferred stock was redeemed in June 2020, there will be no future dividend payments on the Series A preferred stock.

Capital Expenditures Investment in property, plant, and equipment totaled $17.9 million in the first six months of fiscal 2021 compared with prior-year first six months' investment of $34.5 million. Current year and prior year investment spending primarily related to assets acquired in the normal course of business. We have no other material commitments for capital expenditures. We expect funds for future capital expenditures to come from operating activities or, if necessary, borrowings under existing credit agreements.

Off-Balance Sheet Arrangements We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements.

Guarantor Financial Information The 2026 Unsecured Senior Notes are general unsecured senior obligations of Meredith Corporation (Parent Issuer) and are guaranteed on a full, unconditional, joint, and several basis, by the combined “Guarantor Subsidiaries.” The other subsidiaries (the Non-Guarantor Subsidiaries) of the Company do not guarantee the 2026 Unsecured Senior Notes. Under the terms of the indenture governing the 2026 Unsecured Senior Notes, Meredith Corporation and the Guarantor Subsidiaries each fully and unconditionally, jointly and severally, guarantee the payment of interest, principal and premium, if any, on each of the notes included in the 2026 Unsecured Senior Notes.

The following financial information presents summarized balance sheet information as of December 31, 2020 and June 30, 2020, and summarized statement of earnings information for the six months ended December 31, 2020, for Meredith Corporation (Parent Issuer) and Guarantor Subsidiaries on a combined basis.

June 30, Summarized Balance Sheet December 31, 2020 2020 (In millions) Assets Current assets $ 1,198.3 $ 859.2 Intercompany receivable due from non-guarantor subsidiaries 1,897.0 1,177.8 Intangible assets, net 1,577.6 1,637.4 Goodwill 1,691.7 1,691.7 Other assets 1,021.8 1,077.4

Liabilities Current liabilities 785.1 723.5 Intercompany payable due to non-guarantor subsidiaries 1,928.2 1,206.0 Long-term debt 2,985.2 2,981.8 Other liabilities 1,341.9 1,379.0

Six months ended Summarized Statement of Earnings December 31, 2020 (In millions) Revenues $ 1,549.4 Operating expenses 1,246.9 Net earnings 170.8

39 OTHER MATTERS

CRITICAL ACCOUNTING POLICIES

Meredith's critical accounting policies are summarized in our Form 10-K for the year ended June 30, 2020. As of December 31, 2020, the Company's critical accounting policies had not changed from June 30, 2020.

The Company has a significant amount of goodwill and indefinite-lived intangible assets that are reviewed at least annually for impairment. At December 31, 2020, goodwill and intangible assets totaled $3.3 billion with $2.5 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. See Item 1A. Risk Factors and Note 6 to the consolidated financial statements in our Form 10-K for the year ended June 30, 2020, for additional information.

ACCOUNTING AND REPORTING DEVELOPMENTS

Accounting Standards Update 2016-13, Financial Instruments—Credit Losses, became effective for the Company on July 1, 2020. The adoption of the update did not have a material impact on the Company's condensed consolidated financial statements and related disclosures upon adoption.

There were no other 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 during fiscal 2021. See Note 1 to the condensed consolidated financial statements for further detail on applicable accounting pronouncements that were adopted in the first quarter of fiscal 2021 or will be effective in future periods.

FORWARD LOOKING STATEMENTS

Except for the historical information contained herein, the matters discussed in this Form 10-Q are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those predicted by such forward-looking statements. These statements are based on management's current knowledge and estimates of factors affecting the Company's operations. Readers are cautioned not to place undue reliance on such forward-looking information. Factors that could adversely affect future results include, but are not limited to, market conditions, including the availability of debt capital and the terms upon which such debt can be secured, if at all; the impact of the COVID-19 pandemic on the Company, its customers and its suppliers; downturns in global, national and/or local economies; a softening of the domestic advertising market; world, national, or local events that could disrupt broadcast television; increased consolidation among major advertisers or other events depressing the level of advertising spending; the unexpected loss or insolvency of one or more major clients or vendors; the integration of acquired businesses; changes in consumer reading, purchasing and/or television viewing patterns; increases in paper, postage, printing, syndicated programming, or other costs; changes in television network affiliation agreements; technological developments affecting products or methods of distribution; changes in government regulations affecting the Company's industries; increases in interest rates; the consequences of acquisitions and/or dispositions; and the Company's ability to comply with the terms of its debt financings. Additional risks and uncertainties are described in Meredith's Form 10-K for the year ended June 30, 2020, which include a more complete description of the risk factors that may affect our results. Such risk factors may be amplified by the COVID-19 pandemic and its potential impact on the Company’s business and the global economy. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

40 Item 3. 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. Readers are referred to Item 7A, Quantitative and Qualitative Disclosures about Market Risk, in the Company's Form 10-K for the year ended June 30, 2020, for a more complete discussion of these risks.

Interest Rates We generally strive to manage our risk associated with interest rate movements by using a combination of variable and fixed-rate debt. At December 31, 2020, Meredith had $1.6 billion outstanding in fixed-rate long-term debt. There were no earnings or liquidity risks associated with the Company's fixed-rate debt. The fair value of the fixed-rate debt varies with fluctuations in interest rates. A 100 basis points decrease in interest rates would have increased the fair value of the fixed-rate debt of $1.6 billion by $55.8 million at December 31, 2020.

At December 31, 2020, $1.5 billion of our debt was variable-rate debt. The Company is subject to earnings and liquidity risks for changes in the interest rate on this debt. A 100-basis point increase in LIBOR would increase annual interest expense by $11.2 million.

Because the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced the desire to phase out the use of LIBOR by the end of 2021, future borrowings under our credit agreement could be subject to reference rates other than LIBOR.

Broadcast Rights Payable There has been no material change in the market risk associated with broadcast rights payable since June 30, 2020.

Item 4. Controls and Procedures

Meredith's Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, that the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) were effective in ensuring that information required to be disclosed in the reports that Meredith files or submits under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the United States Securities and Exchange Commission's (SEC) rules and forms and (ii) accumulated and communicated to Meredith's management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. There has been no significant change in the Company’s internal control over financial reporting that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting in the quarter ended December 31, 2020.

We have not experienced any material impact to our internal control over financial reporting despite the fact that the majority of our accounting, finance, and legal employees are working remotely due to the COVID-19 pandemic, but we are continually monitoring the COVID-19 pandemic and its effects on the design and operating effectiveness of our internal control over financial reporting.

41 PART II OTHER INFORMATION

Item 1A. Risk Factors

There have been no material changes to the Company's risk factors as disclosed in Item 1A, Risk Factors, in the Company's Form 10-K for the year ended June 30, 2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth information with respect to the Company's repurchases of common stock during the quarter ended December 31, 2020.

(a) (b) (c) (d) Total number of Average price Total number of shares Approximate dollar value shares paid purchased as part of of shares that may yet purchased 1 per share publicly be purchased under Period announced programs programs (in millions) October 1 to October 31, 2020 36,417 $ 12.89 36,417 $ 45.7 November 1 to November 30, 2020 1,797 12.17 1,797 45.7 December 1 to December 31, 2020 — — — 45.7 Total 38,214 38,214

1 The number of shares purchased includes 36,417 shares in October and 1,797 shares in November 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 of Directors.

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

For more information on the Company's common and class B share repurchase program, see Part I, Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations, under the heading "Share Repurchase Program."

Item 5. Other Information

On February 2, 2021, the Company amended its employment agreement with Patrick McCreery, President—Local Media Group (the Amendment). The Amendment establishes that, in the event Mr. McCreery is terminated without cause, (1) the period for which Mr. McCreery will receive severance shall be increased from twelve (12) months to eighteen (18) months, (2) Mr. McCreery shall be deemed to have met the age and service requirements for vesting in the Meredith Replacement Benefit Plan and the Meredith Supplemental Benefit Plan, and (3) all awards of restricted stock units and stock options shall automatically vest, and stock options shall be exercisable for the full

42 unexpired term of the option. In addition, the post-termination non-solicitation period was increased from twelve (12) months to eighteen (18) months. The Amendment is attached as Exhibit 10.4 to this Form 10-Q and this disclosure is qualified in its entirety by reference to the Amendment.

Item 6. Exhibits

3.1 The Company's Restated Articles of Incorporation, as amended, are incorporated herein by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the period ended December 31, 2003.

3.2 The Restated Bylaws, as amended, are incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2015.

3.3 Articles of Amendment to the Restated Articles of Incorporation of Meredith Corporation, incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed November 16, 2020.

3.4 Articles of Amendment to the Restated Articles of Incorporation of Meredith Corporation, incorporated herein by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed November 16, 2020.

10.1 # Meredith Corporation Employee Stock Purchase Plan of 2002, as amended is incorporated herein by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed November 16, 2020.

10.2 # Employment Agreement dated December 1, 2020, between Meredith Corporation and Catherine Levene.

10.3 # Amended and Restated Severance agreement dated December 2, 2020, between Meredith Corporation and Catherine Levene.

10.4 # Amendment to employment agreement dated February 2, 2021, between Meredith Corporation and Patrick McCreery.

22 List of Guarantor Subsidiaries.

31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

32 * Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

43 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (formatted as Inline XBRL (included in Exhibits 101)

* These certifications are being furnished solely to accompany this Quarterly Report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing. # Management contract or compensatory plan or arrangement.

44 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MEREDITH CORPORATION Registrant

/s/ Jason Frierott Jason Frierott Chief Financial Officer (Principal Financial and Accounting Officer) Date: February 4, 2021

45 Exhibit 10.2

EMPLOYMENT AGREEMENT

AGREEMENT entered into as of December ___, 2020, by and between MEREDITH CORPORATION, an Iowa corporation (the “Company” or “Meredith”), and CATHERINE LEVENE (“Levene”), to be effective as of November 30, 2020 (“Effective Date”).

WITNESSETH:

WHEREAS, the Company wishes to employ Levene pursuant to the terms and conditions hereof, and in order to induce Levene to enter into this agreement (the “Agreement”) and to secure the benefits to accrue from her performance hereunder is willing to undertake the obligations assigned to it herein; and

WHEREAS, Levene is willing to be employed by the Company under the terms hereof and to enter into the Agreement.

NOW THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. Position.

Meredith will employ Levene as President, National Media Group. While employed hereunder, Levene shall have the duties, responsibilities, powers, and authority customarily associated with the position of President, National Media Group. Levene agrees to devote substantially all of her full time and attention and give her best efforts and skills to furthering the business and interests of the Company, which may include Levene volunteering her time and efforts, as reasonably requested, on behalf of charitable, civic, or professional organizations. Levene shall not serve on the board of any other for-profit corporation or entity without the prior written authorization of the CEO of Meredith, except that nothing herein shall prohibit Levene from continuing to serve on the board of Business.com.

2. Office Location.

Levene’s primary office location shall be at Meredith’s offices in New York, New York, but Levene shall make herself available at Meredith’s various offices as deemed necessary or appropriate by the CEO to meet Meredith’s business needs, upon reasonable notice.

3. Base Salary.

Levene’s minimum base salary under this Agreement will be Six Hundred Seventy-Five Thousand Dollars ($675,000) (“Base Salary”). Levene will be eligible for merit increases at the discretion of the Compensation Committee of the Company’s Board of Directors (“Compensation Committee”). Base Salary shall include all such increased amounts, and Base Salary shall not be decreased.

- 1 - 4. Incentive Plans.

4.1 While employed under this Agreement, Levene will continue to be eligible to participate in Meredith’s Annual Management Incentive Plan (or any successor or replacement annual incentive plan of Meredith) (“MIP”) for such periods as it continues in effect, subject to the terms of the MIP and to the discretion vested in the Compensation Committee of the Board of Directors by the MIP. As of the Effective Date, the percentage of Base Salary payable as a target bonus under the MIP shall not be less than eighty percent (80%) (actual Company financial results may eventuate in an actual bonus paid to Levene equal to, less than, or more than eighty percent (80%) of Base Salary). For the avoidance of doubt, in FY2021 any target bonus payout will be calculated at 50% of Base Salary from July 1 through the Effective Date and 80% of Base Salary from the Effective Date through June 30. Any MIP payment will be paid out in August following the applicable Fiscal Year (the Company’s Fiscal Year runs from July 1 through June 30), and is conditioned on Levene’s active employment with Meredith at the end of the performance period (June 30) for the applicable Fiscal Year. For sake of clarity, if Levene is actively employed with Meredith at the end of the applicable performance period, Levene shall receive any MIP payment regardless of whether Levene remains actively employed on the date of payment.

4.2 While employed under this Agreement, Levene will participate in an annual three-year Cash Long-Term Incentive Program (“Program” or “LTIP”), the first such Program shall be FY 22-24, in which she will have the opportunity to earn an additional cash payment of Two Hundred and Forty Thousand Dollars ($240,000) conditioned upon the achievement of certain specified financial objectives. Any payment under this Program will be made after the first regular August meeting of Meredith’s Board of Directors immediately following the conclusion of the three-year Program, subject to the terms of the Program and to the discretion vested in the Compensation Committee of the Board of Directors.

4.3 Levene is also currently participating in a three-year (FY 20-22) Cash Long-Term Incentive Program with a $100,000 target, conditioned upon the achievement of certain specified financial objectives. Under the Program, payment will made after the first regular August meeting of Meredith’s Board of Directors immediately following the conclusion of the three-year Program, subject to the terms of the Program and to the discretion vested in the Compensation Committee of the Board of Directors. Levene is also currently participating in a three-year (FY 21-23) Cash Long-Term Incentive Program with a $100,000 target, conditioned upon the achievement of certain specified financial objectives. Under the Program, payment will made after the first regular August meeting of Meredith’s Board of Directors immediately following the conclusion of the three-year Program, subject to the terms of the Program and to the discretion vested in the Compensation Committee of the Board of Directors.

4.4 While employed under this Agreement, Levene will continue to be eligible to participate in Meredith’s 2014 Stock Incentive Plan (the “Plan”) for such periods as it continues in effect. Each fiscal year, beginning in August 2021, Levene will be eligible for an annual grant of non-qualified stock options and restricted stock units, which annual grant shall have an estimated total value of at least Three Hundred Sixty Thousand Dollars ($360,000), three-year cliff vest, subject to the terms of the Plan and to the discretion and approval of the Compensation Committee of the Board of Directors. In addition, Meredith will recommend that Levene receive

- 2 - a special, one-time, promotion equity grant of non-qualified stock options and restricted stock units with an estimated total value or $180,000, subject to the terms of the Plan and to the discretion and approval of the Compensation Committee of the Board of Directors at the January 2021 Board of Directors meeting.

4.5 While employed under this Agreement, Levene will be eligible to participate in in Meredith’s Supplemental Benefit Plan for such periods as it continues in effect, subject to the terms of the Plan.

4.6 Levene acknowledges and agrees that she shall be subject to Meredith Corporation’s Incentive Compensation Clawback Policy or any successor or replacement clawback policy for such periods as it continues in effect. Meredith agrees that any successor or replacement to the Incentive Compensation Clawback Policy shall have no greater adverse effect on Levene than on all other similarly situated executives.

5. Perquisites and Short-Term Disability.

5.1 Perquisites. During her employment under this Agreement, Levene shall receive or be eligible to participate in, to the extent permitted by law, the various perquisites and plans generally available to officers of Meredith, in accordance with the provisions thereof as in effect from time to time, including, without limitation, professional fee reimbursement for tax preparation and financial planning, supplemental executive life insurance, executive long term disability insurance, the Meredith Supplemental Benefit Plan, the Amended and Restated Severance Agreement Between Meredith Corporation and Executive Officers, and a minimum of four (4) weeks of vacation per year. Levene will similarly be provided with an automobile allowance of $11,050/year under Meredith’s executive automobile allowance policy and reimbursement for the initiation fees and regular dues in a country club in the New York, New York area, subject to Meredith policy and applicable withholding and deductions. Furthermore, Levene will be entitled to reimbursement, in accordance with Meredith policy, for reasonable expenses incurred in connection with the performance of her duties with Meredith, provided Levene properly accounts therefor.

5.2 Short-Term Disability. During any period of short-term disability, the Company will continue to pay Levene the Base Salary throughout the period of short-term disability, up to a maximum of six (6) months of Base Salary payments pursuant to this Section 5.2. In addition, Levene will continue to receive all rights and benefits under the benefit plans and programs of the Company in which Levene is a participant, as determined in accordance with the terms of such plans and programs, and Levene shall be eligible to receive the benefit of her MIP target bonus for the initial year in which the short-term disability occurs without reduction for the period of the short-term disability. In the event of Levene's death during a period of short-term disability, the provisions of Section 6.5 shall apply. For purposes of this Agreement, short-term disability shall be defined as the incapacitation of Levene by reason of sickness, accident or other physical or mental disability for a period of time. All benefits provided under this Section 5.2 shall be in replacement of and not in addition to benefits payable under the Company’s short-term and long-term disability plans, except to the extent that such disability plans provide greater benefits than the disability benefits provided under this Agreement, in which case the disability plans would supersede the applicable provisions of this Agreement. In the event Levene is

- 3 - determined to have a long-term disability (as described in Section 6.4), the provisions of Section 6.4 shall apply.

6. Termination of Employment.

6.1 Termination for Cause. This Agreement and Levene’s employment hereunder may be terminated by Meredith at any time for “Cause,” in which case Levene will receive only her Base Salary through the date of such termination. Upon such termination, Levene shall be entitled to no further benefits under this Agreement, except that any rights and benefits Levene may have under the employee benefit plans and programs of the Company, in which Levene is a participant, shall be determined in accordance with the terms and provisions of such plans and programs. Levene understands and agrees that in the event of the termination of employment and termination of this Agreement pursuant to this Section 6.1, all awards of restricted stock units, stock options and any other benefits under the Incentive Plans shall be handled in accordance with the terms of the relevant plan and agreements entered into between Levene and the Company with respect to such awards, but that the obligations of Levene under Section 7 shall remain in full force and effect. “Cause” is defined as (i) the willful and continued failure of Levene to attempt to perform substantially her duties with the Company (other than any such failure resulting from disability), after a demand for substantial performance is delivered to Levene, which specifically identifies the manner in which Levene has not attempted to substantially perform her duties and for those matters which are subject to cure, a ten (10) day notice to cure is provided or (ii) the engaging by Levene in willful misconduct which is materially injurious to the Company, monetarily or otherwise. For purposes of this definition, no act, or failure to act, on the part of Levene shall be considered “willful” unless it is done, or omitted to be done, by Levene in bad faith and without reasonable belief that Levene’s act or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Company’s Board of Directors or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Levene in good faith and in the best interests of the Company. Under no circumstances will Levene be entitled to more than three (3) ten (10) day notice to cure periods during Levene’s employment with Meredith.

6.2 Termination Without Cause. This Agreement and Levene’s employment hereunder may be terminated by Meredith at any time without Cause and without prior notice. In the event Levene’s employment is terminated without Cause by Meredith, then in return for a signed separation agreement that includes a full release of all employment-related claims (it being understood that the separation agreement will not impose on Levene any additional restrictive covenants or other post-employment restrictions in excess of those contained in Section 7 of this Agreement), Levene will receive the following: (a) her Base Salary, minus applicable withholding and deductions, through the date on which notice is given; (b) separation payments equivalent to her regular biweekly Base Salary, minus applicable withholding and deductions, for a period of eighteen (18) months following the date of notice to her; (c) a lump sum payment equal to her annual Management Incentive Plan target bonus, minus applicable withholding and deductions, pro-rated for the year in which such termination occurs through the date on which notice of termination is given; (d) a lump-sum payment equal to 1.5 times her MIP target bonus, minus applicable withholding and deductions; and (e) COBRA subsidy benefits as and to the extent set forth in Section 2.4(b) of the Meredith Corporation Severance Pay Plan in

- 4 - effect as of the Effective Date. If Levene does not execute the above-mentioned release, Levene will receive only her Base Salary through the date on which notice of termination is given. It is understood that if as a result of Levene’s termination without Cause hereunder Levene could qualify for a severance payment under the Meredith Corporation Severance Pay Plan or the Amended and Restated Severance Agreement Between Meredith Corporation and Executive Officers, Levene may be treated under either this Agreement or one of the above referenced plans, whichever provides the greater compensation to Levene, as determined by Levene, but Levene is not entitled to receive the consideration provided for under this Agreement and any of the above referenced plans under any circumstances.

Upon such termination, Levene shall be entitled to no further benefits under this Agreement, except that any rights and benefits Levene may have under the employee benefit plans and programs of the Company, in which Levene is a participant, shall be determined in accordance with the terms and provisions of such plans and programs.

6.3 Employee Voluntary. In the event Levene terminates her employment of her own volition, except for a termination described in Section 6.6, such termination shall constitute a voluntary termination and in such event Meredith’s only obligation to Levene shall be to make Base Salary payments provided for in this Agreement through the date of such voluntary termination. Any rights and benefits Levene may have under the employee benefit plans and programs of the Company, in which she is a participant, shall be determined in accordance with the terms and provisions of such plans and programs. All awards of restricted stock, restricted stock units, stock options and any other benefits under the Incentive Plans shall be handled in accordance with the terms of the relevant plan and agreements entered into between Levene and the Company with respect to such awards.

6.4 Employee Disability. If Levene shall be determined to have a Long-Term Disability (as defined below), then the employment of Levene hereunder and this Agreement may be terminated by Levene or the Company upon thirty (30) days’ written notice to the other party following such determination. After the thirty (30)-day written notice is provided, Levene’s employment shall end and the Company shall pay to Levene, at such times as Base Salary would normally be paid, one hundred percent (100%) of Base Salary for the first twelve (12) months following said termination, seventy-five percent (75%) of the Base Salary for the next twelve (12)-month period, and fifty percent (50%) of Base Salary for the final twelve (12)-month period. Furthermore, nothing contained in this Section 6.4 shall preclude Levene from receiving the benefit of her MIP target bonus for the initial year in which a short-term disability occurs pursuant to the provisions of Section 5.2. Following the termination pursuant to this Section 6.4, the Company shall pay or provide Levene such other rights and benefits of participation under the employee benefit plans and programs of the Company to the extent that such continued participation is not otherwise prohibited by applicable law or by the express terms and provisions of such plans and programs. All benefits provided under this Section 6.4 shall be in replacement of and not in addition to benefits payable under the Company’s short-term and long-term disability plans, except to the extent that such disability plans provide greater benefits than the disability benefits provided under this Agreement, in which case the applicable disability plans(s) would supersede the applicable provisions of this Agreement. All awards of restricted stock, restricted stock units, stock options and any other benefits under the Incentive Plans shall be handled in accordance with terms of the relevant plan and agreements entered into between

- 5 - Levene and the Company with respect such awards. For purposes of this Section 6.4, Long-Term Disability shall be defined and determined pursuant to the terms of the long-term disability plan in effect for employees of the Company, and if no such plan exists, then Long-Term Disability shall be defined consistent with the definition of disability set forth in Section 409A of the Code.

6.5 Employee Death. In the event Levene’s employment ends due to her death, this Agreement shall terminate and all obligations to Levene shall cease as of the date of death, except that the Company will pay to the legal representative of her estate in substantially equal installments the Base Salary until the end of the month of the first anniversary of Levene's death. Any annual MIP bonus (or amounts in lieu thereof), payable for the fiscal year in which Levene’s death occurs, shall be determined by the Compensation Committee at its meeting following the end of such fiscal year, pro-rated to the date of death, and promptly paid to Levene’s estate. All rights and benefits of Levene under the benefit plans and programs of the Company in which Levene is a participant, will be provided as determined in accordance with the terms and provisions of such plans and programs. All awards of restricted stock units, stock options and any other benefits under the Incentive Plans shall be handled in accordance with terms of the relevant plan and agreements entered into between Levene and the Company with respect such awards

6.6 Change in Title, Duties Location, or Compensation. If at any time during Levene’s employment with the Company under the terms of this Agreement (a) a change is made to Levene’s title as President, National Media Group, (b) there is a material change in Levene having at least the same level of responsibility and authority associated with being President, National Media Group as she has on date this Agreement is executed, (c) an involuntary change is made to the location of Levene’s principal office more than twenty-five (25) miles from the New York, New York area, or (d) Meredith makes an involuntary reduction in Levene’s Base Salary or target annual Management Incentive Plan bonus opportunity, Levene shall have the right to terminate her employment with the Company by giving written notice within ninety (90) days after the date of Levene receiving written notice of such action, and the Company shall have a period of thirty (30) days to cure such action, and, if the Company does not cure, such termination shall be deemed to be Termination Without Cause by the Company and such termination shall be treated in accordance with the terms of Section 6.2.

6.7 Officers and Directors Insurance. The Company agrees to maintain Levene’s coverage under such directors’ and officers’ liability insurance policies as shall from time to time be in effect for active officers and employees for not less than six (6) years following Levene’s termination of employment.

7. Covenants of Levene.

7.1 Levene acknowledges that as a result of the services to be rendered to the Company hereunder, Levene will be brought into close contact with many confidential affairs of the Company, its subsidiaries and affiliates, not readily available to the public. Levene further acknowledges that the services to be performed under this Agreement are of a special, unique, unusual, extraordinary and intellectual character; that the business of the Company is international in scope; that its goods and services are marketed throughout the United States and

- 6 - various parts of the world and that the Company competes with other organizations that are or could be located in nearly any part of the United States and in various parts of the world.

7.2 In recognition of the foregoing, Levene covenants and agrees that, except as is necessary in providing services under this Agreement or to the extent necessary to comply with law or the valid order of a court or government agency of competent jurisdiction, Levene will not knowingly use for her own benefit nor knowingly divulge any Confidential Information and Trade Secrets of the Company, its subsidiaries and affiliated entities, which are not otherwise in the public domain and, so long as they remain Confidential Information and Trade Secrets not in the public domain, will not intentionally disclose them to anyone outside of the Company either during or after her employment. For the purposes of this Agreement, "Confidential Information and Trade Secrets" of the Company means information which is secret to the Company, its subsidiaries and affiliated entities. It may include, but is not limited to, information relating to the magazines, books, publications, products, services, television stations, real estate franchise operations, new and future concepts and business of the Company, its subsidiaries and affiliates, in the form of memoranda, reports, computer software and data banks, customer lists, employee lists, books, records, financial statements, manuals, papers, contracts and strategic plans. As a guide, Levene is to consider information originated, owned, controlled or possessed by the Company, its subsidiaries or affiliated entities which is not disclosed in printed publications stated to be available for distribution outside the Company, its subsidiaries and affiliated entities as being secret and confidential. In instances where doubt does or should reasonably be understood to exist in Levene's mind as to whether information is secret and confidential to the Company, its subsidiaries and affiliated entities, Levene agrees to request an opinion, in writing, from the Company. Notwithstanding the above,

(a) Levene understands that she has immunity from criminal or civil liability for disclosure of a trade secret: (1) made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (2) made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (3) in a lawsuit against Meredith for retaliation for reporting a suspected violation of law, Levene may disclose a trade secret to her attorney and use the trade secret information in the court proceeding, if Levene files under seal any document containing the trade secret, and does not disclose the trade secret except pursuant to court order.

(b) Nothing in this Section 7.2 prohibits Levene from reporting possible violations of law or regulation to any governmental agency or entity or making other disclosures that are protected under the whistleblower provisions of federal law or regulation.

(c) Levene shall disclose to the public and discuss such information as is customary or legally required to be disclosed by a Company whose stock is publicly traded, or that is otherwise legally required to disclose, or that is in the best interests of the Company to do so.

(d) Levene will deliver promptly to the Company on the termination of her employment with the Company, or at any other time the Company may so request, all

- 7 - memoranda, notes, records, reports and other documents relating to the Company, its subsidiaries and affiliated entities, and all property owned by the Company, its subsidiaries and affiliated entities, which Levene obtained while employed by the Company, and which Levene may then possess or have under her control.

7.3 Levene agrees that during her employment with Meredith and, provided any applicable termination payments have been paid pursuant to Section 6, for a period of eighteen (18) months after her employment ends (whether her employment is ended voluntarily or involuntarily by Levene or Meredith), Levene will not, directly or indirectly, whether as a sole proprietor, partner, venture, stockholder, director, officer, employee, consultant, or in any other capacity as a principal or agent or through any person, subsidiary, affiliate, or employee acting as nominee or agent, engage in any of the following activities:

(a) Knowingly interfere with, disrupt or attempt to disrupt, any then existing relationship, contractual or otherwise, between the Company, its subsidiaries or affiliated entities, and any customer, client, supplier, or agent;

(b) Hire, solicit or attempt to hire or solicit any person who is employed by Meredith or attempt to influence any such person to terminate employment with Meredith (for the avoidance of doubt, this provision shall in no way prohibit job postings of general applicability, provided they are not specifically targeted at employees of the Company); or

(c) Render services directly or indirectly as an employee, officer, director, consultant, independent contractor or in any other capacity to, conduct or engage in any activities for the benefit of, or be interested in or associated with, any of the entities listed on Exhibit A hereto (“Competitor”), or take any action to finance or guarantee or knowingly to provide other material assistance to any Competitor.

7.4 Levene will promptly disclose to the Company all inventions, processes, original works of authorship, trademarks, patents, improvements and discoveries related to the business of the Company, its subsidiaries and affiliated entities (collectively "Developments"), conceived or developed during Levene's employment with the Company and based upon information to which she had access during the term of employment, whether or not conceived during regular working hours, through the use of the Company time, material or facilities or otherwise. All such Developments shall be the sole and exclusive property of the Company, and upon request Levene shall deliver to the Company all outlines, descriptions and other data and records relating to such Developments, and shall execute any documents deemed necessary by the Company to protect the Company's rights hereunder. Levene agrees upon request to assist the Company to obtain United States or foreign letters patent and copyright registrations covering inventions and original works of authorship belonging to the Company hereunder. If the Company is unable because of Levene's mental or physical incapacity to secure Levene's signature to apply for or to pursue any application for any United States or foreign letters patent or copyright registrations covering inventions and original works of authorship belonging to the Company hereunder, then Levene hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as her agent and attorney in fact, to act for and in her behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution

- 8 - and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by her . Levene hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that she may hereafter have for infringement of any patents or copyright resulting from any such application for letters patent or copyright registrations belonging to the Company hereunder.

7.5 Levene agrees to cooperate with Meredith in the truthful and honest prosecution and/or defense of any claim in which Meredith may have an interest (with the right of reimbursement for reasonable expenses actually incurred) which may include, without limitation, being available to participate in any proceeding involving Meredith, permitting interviews with representatives of Meredith, appearing for depositions and trial testimony, and producing and/or providing any documents or names of other persons with relevant information in Levene’s possession or control arising out of her employment in a reasonable time, place and manner.

7.6 Levene agrees that the remedy at law for any breach or threatened breach of any covenant contained in this Section 7 may be inadequate and that the Company, in addition to such other remedies as may be available to it, in law or in equity, shall be entitled to injunctive relief without bond or other security.

7.7 Although the restrictions contained in Section 7 are considered by the parties hereto to be fair and reasonable in the circumstances, it is recognized that restrictions of such nature may fail for technical reasons, and accordingly it is hereby agreed that if any of such restrictions shall be adjudged to be void or unenforceable for whatever reason, but would be valid if part of the wording thereof were deleted, or the period thereof reduced or the area dealt with thereby reduced in scope, the restrictions contained in Section 7 shall be enforced to the maximum extent permitted by law, and the parties consent and agree that such scope or wording may be accordingly judicially modified in any proceeding brought to enforce such restrictions.

7.8 Notwithstanding that Levene's employment hereunder may be terminated as provided in Section 6 above, this Agreement shall continue in full force and effect insofar as is necessary to enforce the covenants and agreements of Levene contained in this Section 7.

8. Arbitration.

8.1 The parties shall use their best efforts and good will to settle all disputes by amicable negotiations. The Company and Levene agree that, with the express exception of any dispute or controversy arising under Section 7 of this Agreement or under any distinct severance or benefit plan or program with its own, express dispute resolution provisions, any controversy or claim arising out of or in any way relating to Levene’s employment with the Company, including, without limitation, any and all disputes concerning this Agreement and the termination of this Agreement that are not amicably resolved by negotiation, shall be settled by arbitration in Des Moines, Iowa, or such other place agreed to by the parties, as follows:

(a) An arbitration may be commenced by any party to this Agreement by the service of a written Request for Arbitration upon the other affected party. Such Request for Arbitration shall summarize the controversy or claim to be arbitrated. No Request for Arbitration shall be valid if it relates to a claim, dispute, disagreement or controversy that

- 9 - would have been time barred under the applicable statute of limitations had such claim, dispute, disagreement or controversy been submitted to the courts of Iowa.

(b) The arbitration will be conducted before an impartial arbitrator appointed as follows. Within sixty (60) days of the Request for Arbitration the parties shall mutually agree to an arbitrator. If the parties fail to mutually agree to an arbitrator within sixty (60) days, then within seventy-five (75) days following Request for Arbitration, each party shall produce to the other a list of three (3) potential arbitrators. Within ninety (90) days of the Request for Arbitration the parties will meet in person or by conference call to select an arbitrator from the combined list. Each party will first strike two (2) names from the other party’s list. The arbitrator will then be selected by lot from the two potential arbitrators whose names have not been stricken. The parties will evenly split the costs of the arbitrator. Legal fees and costs may be awarded by the arbitrator in accordance with applicable law.

(d) It is intended that controversies or claims submitted to arbitration under this Section 8 shall remain confidential, and to that end it is agreed by the parties that neither the facts disclosed in the arbitration, the issues arbitrated, nor the views or opinions of any persons concerning them, shall be disclosed by third persons at any time, except to the extent necessary to enforce an award or judgment or as required by law or in response to legal process or in connection with such arbitration. In addition, Levene and the Company shall be entitled to disclose the facts disclosed in arbitration, the issues arbitrated, and the views or opinions of any persons concerning them to legal and tax advisors so long as such advisors agree to be bound by the terms of this Agreement.

9. Governing Law.

This Agreement shall be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of Iowa without reference to the principles of conflict of laws.

10. Entire Agreement; Modification; Waiver.

This Agreement, and those plans and agreements referenced herein contain all the understandings and representations between Levene and Meredith pertaining to Levene’s employment with Meredith and supersede all other negotiations, discussions, correspondence, communications, understandings, and agreements between the parties relating to the subject matter of this Agreement. This Agreement may be modified only in writing signed by Levene and an authorized representative of Meredith. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party of any condition or provision of the Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar provision or condition at the same or any prior or subsequent time.

- 10 - 11. Headings.

Headings of the sections of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the title of any section.

12. Severability.

In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions or portions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.

13. Withholding.

Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to Levene or her beneficiaries, shall be subject to withholding and deductions as the Company may reasonably determine it should withhold or deduct pursuant to any applicable law or regulation. In lieu of withholding or deducting, such amounts, in whole or in part, the Company may, in its sole discretion, accept other provision for payment as permitted by law, provided it is satisfied in its sole discretion that all requirements of law affecting its responsibilities to withhold such taxes have been satisfied.

14. Section 409A.

This Agreement is intended to be interpreted and operated to the fullest extent possible so that the payments and benefits under this Agreement either shall be exempt from the requirements of Section 409A of the Code or, to the extent such payments are not exempt from Section 409A of the Code, such payments and benefits shall be interpreted and operated to comply with the requirements of Section 409A of the Code. Payments payable under this Agreement triggered by a termination of employment that are deferred compensation subject to (but not otherwise exempt from) Section 409A of the Code shall not be made unless such termination of employment constitutes a separation from service within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement to the contrary, if Levene is a “specified employee” on the date of her separation from service within the meaning of Section 409A of the Code and Treasury Regulation 1.409A-1(h), payments and benefits payable under this Agreement due to a separation from service that are deferred compensation subject to (but not otherwise exempt from) Section 409A of the Code that would otherwise be paid or provided during the six-month period commencing on the separation from service, will be deferred until the first day of the seventh month following the separation from service if such deferral is necessary to avoid the additional tax under Section 409A of the Code. In the case of a series of payments, the first payment shall include the amounts Levene would have been entitled to receive during the six-month waiting period. Each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A of the Code. If the period during which Levene has discretion to execute or revoke the separation agreement described in Section 6.2 straddles two calendar years, the cash severance or other benefits shall be paid or commence being paid, as applicable, as soon as practicable in the second of the two calendar years, regardless of within which calendar year Levene actually delivers the executed

- 11 - separation agreement to the Company, subject to the separation agreement first becoming effective. Consistent with section 409A of the Code, Levene may not, directly or indirectly, designate the calendar year of payment. Notwithstanding anything contained in this Agreement to the contrary, if any payment made pursuant to this Agreement is a substitute or replacement for a right to payment that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code, including, to the extent applicable, amounts payable under another plan or agreement between Levene and the Company or its subsidiaries, parents and affiliated entities, then any such payment amount shall be paid at the time and in the form as required by Section 409A of the Code.

To the extent required by Section 409A of the Code, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to Levene on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

15. Section 280G.

If any portion of the payments or benefits under this Agreement, or under any other agreement with Levene or plan of the Company or its affiliates (in the aggregate, “Total Payments,” and each a “Payment”), would constitute an “excess parachute payment” and would, but for this Section 16, result in the imposition on Levene of an excise tax (the “Excise Tax”) under Section 4999 of the Code, then, to the extent reasonably practicable and permitted by applicable law, the Total Payments to be made to Levene shall either be (i) delivered in full, or (ii) delivered in such amount so that no portion of such Total Payments would be subject to the Excise Tax, whichever of the foregoing results in the receipt by Levene of the greatest benefit on an after-tax basis (taking into account the applicable federal, state and local income taxes and the Excise Tax). The determination required by this Section 16 shall be made by the Company in its reasonable determination and in reliance on its tax advisors. The reduction of the amounts payable under this Agreement, if applicable, shall be made by reducing taxable Payments before non-taxable Payments, and Payments nearest in time before Payments later in time, unless an alternative method of reduction is elected by Levene to the extent consistent with Section 409A of the Code. For purposes of reducing the Total Payments, only amounts payable under this Agreement (and no other Payments) shall be reduced.

16. Successors and Assigns.

16.1 Assignment by the Company. This Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Company.

16.2 Assignment by Levene. Levene may not assign this Agreement or any part thereof; provided, however, that nothing herein shall preclude one or more beneficiaries of Levene from receiving any amount that may be payable following the occurrence of Levene’s legal incompetency or her death and shall not preclude the legal representative of her estate from

- 12 - receiving such amount or from assigning any right hereunder to the person or persons entitled thereto under her will or, in the case of intestacy, to the person or persons entitled thereto under the laws of the intestacy applicable to her estate.

17. Notices.

Any notice to be given hereunder shall be in writing and delivered personally or sent by overnight mail, such as Federal Express, addressed to the party concerned at the address indicated below or to such other address as such party may subsequently give notice of hereunder in writing:

If to Company:

Meredith Corporation Dina Nathanson, Senior Vice President, Human Resources 1716 Locust Street Des Moines, Iowa 50309-3023

with a copy to:

Meredith Corporation Legal Department 1716 Locust Street Des Moines, Iowa 50309-3023

If to Levene:

Catherine Levene President, National Media Group 150 Jackson Ave Pelham, NY 10803

with a copy to (which shall not constitute notice):

Brad Schwartzberg Davis & Gilbert LLP 1675 Broadway New York, New York 10019

18. Knowledge and Representation.

Levene acknowledges that the terms of this Agreement have been fully explained to her, that Levene understands the nature and extent of the rights and obligations provided under this Agreement, and that Levene has been afforded an adequate opportunity to be represented by legal counsel in the negotiation and preparation of this Agreement.

- 13 - IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

MEREDITH CORPORATION CATHERINE LEVENE

By: Dina Nathanson

Dated: Dated:

By: Dina Nathanson /s/ Dina Nathanson /s/ Catherine Levene Dated: 12/1/2020 Dated: 12/1/2020

- 14 - Exhibit A

• Amazon • Apple • Buzzfeed • Conde Nast/Advance • Discovery/Scripps Network • Facebook • Google • Hearst • IAC • NBC Universal • Refinery 29 • Snap, Inc. • New York Times • Verizon/Oath • Vox Media

- 15 - Exhibit 10.3

AMENDED AND RESTATED SEVERANCE AGREEMENT BETWEEN MEREDITH CORPORATION AND EXECUTIVE OF\FICERS

This Agreement is entered into as of the 30th of November, 2020 by and between MEREDITH CORPORATION, an Iowa corporation (the “Company”), and Catherine Levene, (the “Executive”).

WHEREAS, the Executive has been offered and has accepted a high level position with the Company, and the Company recognizes the valuable services that the Executive can provide to the Company and desires to be assured that Executive will be available to actively participate in the business of the Company; and

WHEREAS, the Executive is employed with the Company but desires assurance that in the event of any change in control of the Company he will continue to have the responsibility and status of the position to which he was appointed and serve the Company, but desires assurance that in the event of any change in control of the Company he will continue to have the responsibility and status he has earned; and

NOW, THEREFORE, in consideration of the promises and the mutual agreements herein contained, the Company and the Executive hereby agree as follows:

1. Term. This Agreement shall commence on the date hereof and shall terminate, except to the extent that any obligation of the Company hereunder remains unpaid as of such time, upon the earliest of (i) three (3) years from the date hereof; (ii) the termination of the Executive’s employment with the Company based on death, “Disability” (as defined in Section 3(b)), “Mandatory Retirement” (as defined in Section 3(c)) or “Cause” (as defined in Section 3(d)) or by the Executive other than for “Good Reason” (as defined in Section 3(e)); and (iii) two (2) years from the date of a “Change in Control of the Company” (as defined in Section 2) if the Executive is employed by the Company as of such time. The three (3) year period referred to in item (i) above shall automatically be extended for an additional year on each anniversary date of this Agreement to renew the three year period referred to in item (i) above, unless the Company gives written notice to the contrary to the Executive at least thirty (30) days prior to such anniversary date; provided that the Company may not deliver a notice of nonrenewal after (A) a Potential Change in Control (as defined in Section 2 hereof) unless the Board of Directors of the Company (the “Board”) has adopted a Nullification Resolution (as defined in Section 2 hereof) with respect to such Potential Change in Control or (B) a Change in Control (as defined in Section 2 hereof).

2. Change in Control.

(a) Payment of Severance. No compensation shall be payable under this Agreement unless and until (i) there shall have been a Change in Control of the Company while the Executive is still an employee of the Company and (ii) the Executive is no longer an employee of the Company as a result of a termination by the Company other than pursuant to Sections 3(b), 3(c) or 3(d) hereof or by the Executive for Good Reason; provided, however, that notwithstanding anything in this Agreement to the contrary, if a Change in Control of the Company occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change in Control of the Company occurs, and if there is a reasonable basis that such termination of

DM_US 91682818-1.025955.0010 employment (1) was at the request of a third party that has taken steps reasonably calculated to effect a Change in Control of the Company or (2) otherwise arose in connection with or anticipation of a Change in Control of the Company, then such termination of employment shall be treated as a termination of the Executive’s employment following a Change in Control of the Company.

(b) Change in Control Defined. For purposes of this Agreement, a “Change in Control” of the Company shall mean:

(i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (x) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then- outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this definition, the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any company controlled by, controlling or under common control with the Company, or (iv) any acquisition by any corporation pursuant to a transaction that complies with Sections (iii)(A), (iii)(B) and (iii)(C) of this definition;

(ii) individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(iii) consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that, as a result of

2 such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(iv) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

Notwithstanding anything to the contrary in this Agreement, (A) no Change in Control of the Company shall be deemed to have occurred for purposes of this Agreement as a result of any agreement, transaction or Business Combination involving solely shareholders of the Company who are descendants of E. T. Meredith, founder of the Company or trusts for the benefit of such individuals or entities, the voting power of which is controlled by such Persons (the “Meredith Shareholders”) so long as the Meredith Shareholders continue to own more than 50% of the Outstanding Company Voting Securities following such transaction and (B) no transaction pursuant to clause (i) of this definition shall constitute a Change in Control of the Company so long as the Meredith Shareholders own more than 50% of the Outstanding Company Voting Securities immediately following such transaction, unless and until the Meredith Shareholders own 50% or less of the Outstanding Company Voting Securities while the Person making the acquisition under clause (i) of the definition continues to own 20% or more of the Outstanding Company Voting Securities or the Outstanding Company Common Stock.

(c) Potential Change in Control. For the purposes of this Agreement, a “Potential Change in Control” shall be deemed to have occurred if (i) any Person commences a tender offer, with adequate financing, which, if consummated, would result in such Person having the “beneficial ownership” (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 10% or more of the outstanding voting power of the Company; (ii) the Company enters into an agreement the consummation of which would constitute a Change in Control; (iii) any person (including any group (within the meaning of Rule 13d-5(b) under the Exchange Act)) other than the Company attempts, directly or indirectly, to replace more than 25% of the directors of the Company; or (iv) any other event occurs which the Board declares to be a Potential Change in Control. Notwithstanding the foregoing, if, after a Potential Change in Control and before a Change in Control, the Board makes a good faith determination that such Potential Change in Control will not result in a Change in Control, the Board may nullify the effect of the Potential Change in Control (a “Nullification”) by resolution

3 (a “Nullification Resolution”), in which case the Executive shall have no further rights and obligations under this Agreement by reason of such Potential Change in Control.

3. Termination Following Change in Control.

(a) Termination. If a Change in Control of the Company shall have occurred while the Executive is still an employee of the Company, the Executive shall be entitled to the compensation provided in Section 4 upon the subsequent termination of the Executive’s employment with the Company by the Executive or by the Company within the two (2) year period immediately following a Change in Control of the Company unless such termination is as a result of the Executive’s (i) death; (ii) Disability; (iii) Mandatory Retirement; (iv) termination by the Company for Cause; or (v) termination by the Executive other than for Good Reason.

(b) Disability. If, as a result of the Executive’s incapacity due to physical or mental illness, (i) the Executive shall have been absent from his duties with the Company on a full-time basis for nine (9) months and (ii) within thirty (30) days after such nine (9) month period a “Notice of Termination” (as defined in Section 3(f)) is given by the Company to the Executive and (iii) thereafter the Executive shall not have returned to the full-time performance of the Executive’s duties, the Company may terminate this Agreement for “Disability”.

(c) Mandatory Retirement. The term “Mandatory Retirement” as used in this Agreement shall mean termination by the Company or the Executive of the Executive’s employment based on the Executive’s having reached age sixty-five (65) or such other age as shall have been specified as the Executive’s mandatory retirement age under the Company’s retirement policy.

(d) Cause. The Company may terminate the Executive’s employment for Cause. For purposes of this Agreement only, the Company shall have “Cause” to terminate the Executive’s employment hereunder only upon (i) the willful and continued failure of the Executive to attempt to perform substantially his duties with the Company (other than any such failure resulting from Disability), after a demand for substantial performance is delivered to the Executive by the Board or the Chief Executive Officer of the Company, which specifically identifies the manner in which the Executive has not attempted to substantially perform his duties, or (ii) the engaging by the Executive in willful misconduct which is materially injurious to the Company, monetarily or otherwise. For purposes of this Section 3(d), no act, or failure to act, on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith and without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer of the Company or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of at least ¾ of the Board (excluding the Executive) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the Board) finding that in

4 the good faith opinion of the Board the Executive was guilty of conduct set forth in the second sentence of this Section 3(d) and specifying the particulars thereof.

(e) Good Reason. The Executive may terminate his employment for Good Reason if (A) the Executive provides written notice of such Good Reason to the Company within ninety (90) days of its initial existence, (B) such Good Reason has not been corrected or cured by the Company within thirty (30) days after receipt by the Company of written notice thereof, and (C) thereafter, the Executive provides a Notice of Termination within two years of the initial existence of such Good Reason. For purposes of this Agreement “Good Reason” shall mean any of the following:

(i) the assignment to the Executive by the Company of duties adversely inconsistent with the Executive’s position, duties, responsibilities and status with the Company immediately prior to a Change in Control of the Company, a diminution of the Executive’s position, duties, responsibilities and status with the Company as in effect immediately prior to a Change in Control of the Company (even if such diminution is solely the result of the Company’s ceasing to be a publicly traded entity), or an adverse change in the Executive’s titles or offices as in effect immediately prior to a Change in Control of the Company, or any removal of the Executive from or any failure to reelect the Executive to any of such positions, except in connection with the termination of his employment for Disability, Mandatory Retirement or Cause or by the Executive other than for Good Reason;

(ii) a reduction by the Company in the Executive’s base salary as in effect immediately prior to the time of a Change in Control of the Company or the Company’s failure to increase (within 12 months of the Executive’s last increase in base salary) the Executive’s base salary after a Change in Control of the Company in an amount which at least equals, on a percentage basis, the average percentage increase in base salary for all officers of the Company effected in the preceding twelve (12) months;

(iii) any failure by the Company to continue in effect any plan or arrangement, including without limitation benefit and incentive plans, in which the Executive is participating immediately prior to the time of a Change in Control of the Company (hereinafter referred to as “Plans”), unless the Company provides for the Executive to participate in replacement benefit and incentive plans no less favorable in the aggregate than the Plans, or the taking of any action by the Company which would adversely affect the Executive’s participation in or materially reduce the Executive’s benefits under any such Plan or replacement plan or deprive the Executive of any material fringe benefit enjoyed by the Executive immediately prior to the time of a Change in Control of the Company;

(iv) the Executive’s relocation to any place more than twenty-five (25) miles from the location at which the Executive performed his duties immediately prior to the time of a Change in Control of the Company, except for required travel by the Executive on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations immediately prior to the time of a Change in Control of the Company;

5 (v) any failure by the Company to provide the Executive with the number of annual paid vacation days to which the Executive is entitled immediately prior to the time of a Change in Control of the Company;

(vi) any material breach by the Company of any provision of this Agreement or any other material agreement with the Executive;

(vii) any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company; or

(viii) any purported termination of the Executive’s employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 3(f), and for purposes of this Agreement, no such purported termination shall be effective.

For purposes of this Section 3(e), any good faith determination of Good Reason made by the Executive shall be conclusive. Anything in this Agreement to the contrary notwithstanding, a termination by the Executive for any reason pursuant to a Notice of Termination given during the 30-day period immediately following the first anniversary of the Change in Control shall be deemed to be a termination for Good Reason for all purposes of this Agreement. The Executive’s mental or physical incapacity shall not affect the Executive’s ability to terminate employment for Good Reason.

(f) Notice of Termination. Any termination by the Company pursuant to Section 3(b), 3(c), or 3(d) or by the Executive pursuant to Section 3(e) shall be communicated by a Notice of Termination. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice which shall indicate those specific termination provisions in this Agreement relied upon and which sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. For purposes of this Agreement, no such purported termination by the Company shall be effective without such Notice of Termination.

(g) Date of Termination. “Date of Termination” shall mean (a) if this Agreement is terminated by the Company for Disability, thirty (30) days after Notice of Termination is given to the Executive (provided that the Executive shall not have returned to the performance of the Executive’s duties on a full-time basis during such 30-day period) or (b) if the Executive’s employment is terminated by the Company for any other reason or by the Executive for Good Reason, the date on which a Notice of Termination is given; provided that if within thirty (30) days after any Notice of Termination is given to the Executive by the Company the Executive notifies the Company that a dispute exists concerning the termination, the Date of Termination shall be the date the dispute is finally determined, whether by mutual agreement by the parties or upon final judgment, order or decree of a court of competent jurisdiction (the time for appeal therefrom having expired and no appeal having been perfected).

4. Severance Payment upon Termination of Employment. If, during the two (2) year period immediately following a Change in Control of the Company, the Company shall terminate the Executive’s employment other than pursuant to Section 3(b), 3(c) or 3(d) or if the Executive

6 shall terminate his employment for Good Reason, then the Company shall pay to the Executive the following as severance pay (the “Severance Payment”):

(a) a lump sum in cash, within five (5) days of the Date of Termination, equal to the sum of (1) three (3) times the sum of (i) Executive’s annual base salary (based upon the highest annual rate of base salary earned by the Executive during the twelve (12) month period immediately preceding the Date of Termination (the “Annual Base Salary”)) and (ii) the higher of (x) Executive’s target annual incentive compensation for the year in which the Date of Termination occurs or (y) the highest annual incentive compensation paid to the Executive in respect of the three (3) fiscal years of the Company immediately prior to the year in which a Change in Control of the Company occurs (such higher amount, the “Annual Bonus”), (2) the Executive’s annual base salary through the Date of Termination and any previously earned and due annual incentive payments, to the extent not theretofore paid, (3) any accrued vacation pay, (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon, all pursuant to the terms of such deferral arrangement) and (5) the product of (x) the Annual Bonus and (y) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is 365 (and any payment under this clause (5) shall offset any amounts otherwise due as an annual incentive bonus for the fiscal year in which the Date of Termination occurs);

(b) the Executive and his eligible dependents shall continue, to the extent permitted by law, to be covered by all executive services, programs and perquisites and insurance plans or programs in which the Executive participates in effect immediately prior to the time of the Change in Control of the Company (or any successor executive services, programs and perquisites and insurance plans or programs, to the extent more favorable to the Executive), including without limitation medical coverage and officer medical reimbursement, group and executive supplemental life insurance, short-term and long-term disability for thirty-six (36) months after the Executive’s Date of Termination; in addition, notwithstanding anything to the contrary contained in any other agreement, all rights that have not previously vested relating to stock options and restricted stock shall immediately vest and all restrictions shall be waived, but such vesting and waiver of restrictions shall occur under this Agreement only in the event of a Change in Control under Section 2(b)(i); provided, however, that if during such thirty- six (36) month time period the Executive should enter into employment with a new employer and become eligible to receive comparable insurance benefits, the continued insurance benefits described herein shall be secondary to those provided under the plans of such employer during such applicable period of eligibility. In the event the Executive is ineligible, for whatever reason, to continue to be so covered with respect to any of the above-referenced plans or programs, the Company shall provide substantially equivalent coverage through other sources. Following the end of the thirty-six (36) month period during which medical benefits are provided, the Executive shall be eligible for continued health coverage under “COBRA” as if the Executive’s employment with the Company had terminated as of the end of such period. For purposes of calculating the Executive’s age and years of service for determining eligibility (but not the time of commencement of benefits) of the Executive for the Company’s retiree medical and life insurance benefits, the Executive shall be considered to have remained employed until thirty-six (36) months after the Date of Termination and to have retired on the last day of such period, and such benefits, and costs to the Executive of such coverage, shall be no less favorable to the Executive than as in effect as of the Change in Control of the Company and shall not be effected by any subsequent employment

7 of the Executive. Notwithstanding anything to the contrary, all such reimbursements or in-kind benefits provided for in this Section 4(b) shall be payable by the Company on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. The expenses paid or in-kind benefits provided by the Company during any taxable year of the Executive will not affect the expense paid or in-kind benefits provided by the Company in another taxable year. This right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit;

(c) a lump-sum in cash, payable within five (5) days after the Date of Termination, equal to the excess (without present value discount, as a result of receiving such amount prior to the end of the thirty-six (36) month period following the Date of Termination) of the actuarial equivalent of the benefit under the qualified defined benefit retirement plan of the Company or any affiliate in which the Executive participates immediately prior to the Change in Control of the Company, or under any such plan with more favorable benefits in which the Executive participates following the Change in Control of the Company (the “Retirement Plan”), and any excess or supplemental retirement plan, program or arrangement of the Company or any affiliate in which the Executive participates immediately prior to the Change in Control of the Company or under any such plans, programs or arrangements with more favorable benefits in which the Executive participates following the Change in Control of the Company (together, the “SERP”) that the Executive would receive if the Executive’s employment continued for thirty-six (36) months after the Date of Termination, assuming for this purpose that (i) the Executive is fully vested in all benefits to be calculated under this clause (a), (ii) the Executive is treated as having attained thirty-six (36) additional months of age under the Retirement Plan or the SERP, including for purposes of reducing any otherwise applicable actuarial reduction, but not for purposes of reducing the number of years of the Executive’s life expectancy, and (iii) the Executive’s annualized compensation over the thirty-six (36) month period, for purposes of calculating the benefits under this clause (a) pursuant to the benefit formulas for the Retirement Plan and SERP, is the Annual Base Salary and Annual Bonus, over (b) the actuarial equivalent of the Executive’s actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; provided, that the actuarial assumptions used for determining actuarial equivalence in this Section 4(c) shall be no less favorable to the Executive than the most favorable in effect under the Retirement Plan and SERP, as the case may be, immediately prior to the Change in Control of the Company or on the Date of Termination; and

(d) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company.

(e) a lump-sum in cash, payable within five (5) days after the Date of Termination, equal to the product of (i) three (3) times (ii) the total matching contributions made by the Company on behalf of the Executive under the Company’s tax qualified defined contribution plan (and under any non-qualified defined contribution plan providing matching contributions) during, for each plan, the last plan year ending prior to the year in which the Change of Control occurs, plus any Company matching contributions under such plans forfeited as of the Date of Termination.

8 (f) Section 280G.

(i) In the event that any payment received or to be received by the Executive in connection with a Change in Control of the Company or the termination of the Executive’s employment (whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change in control of the Company or any person affiliated with the Company or such person (together with the Severance Payment, the “Total Payments”, and each a “Payment”)) would be treated as “parachute payments” under Section 280G of the Code and would, but for this section, be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any corresponding provisions of state or local tax laws, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, is hereinafter collectively referred to as (the “Excise Tax”)), then prior to making any Total Payments, a calculation shall be made comparing (i) the Net Benefit (as defined below) to the Executive of the Total Payments after payment of the Excise Tax, to (ii) the Net Benefit to the Executive if the Total Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if the amount calculated under (i) above is less than the amount under (ii) above will the Total Payments be reduced to the minimum extent necessary to ensure that no portion of the Total Payments is subject to the Excise Tax (that amount, the “Reduced Amount”). “Net Benefit” shall mean the present value of the Total Payments net of all federal, state, local, foreign income, employment and excise taxes. The reduction of the amounts payable under this Agreement, if applicable, shall be made by reducing taxable payments before non-taxable payments, and payments nearest in time before payments later in time, unless an alternative method of reduction is elected by the Executive to the extent consistent with Section 409A of the Code. For purposes of reducing the Total Payments to the Reduced Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced.

(ii) All determinations required to be made under this Section, including the amount of the Net Benefit and Reduced Amount and the assumptions to be utilized in arriving at such determination, shall be made by the Company’s independent accountants (the “Accountants”) in consultation with the Executive and his advisors. The Accountants shall provide detailed supporting calculations to the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment (or, if later, within fifteen (15) days of the date it is determined by the Accountants that the Payment would be subject to the Excise Tax). For purposes of making the calculations and determinations required by this Section 4(f), the Accountants may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Accountants' determinations shall be final and binding on the Company and the Executive. The Company shall be responsible for all fees and expenses incurred by the Accountants in connection with the calculations required by this Section 4(f).

(iii) It is possible that after the determinations and selections made pursuant to this Section 4(f) the Executive will receive Payments that are in the aggregate more than the amount provided under this Section 4(f) (“Overpayment”) or less than the

9 amount provided under this Section 4(f) (“Underpayment”), consistent with the calculations required to be made hereunder.

(A) In the event that: (I) the Accountants determine, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Executive which the Accountants believe has a high probability of success, that an Overpayment has been made, or (II) it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved or the opinion of independent counsel agreed upon by the parties that an Overpayment has been made, then the Executive shall pay any such Overpayment to the Company.

(B) In the event that: (I) the Accountants, based upon controlling precedent or substantial authority, determine that an Underpayment has occurred, or (II) a court of competent jurisdiction or an Internal Revenue Service proceeding that has been finally and conclusively resolved or the opinion of independent counsel agreed upon by the parties determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

(iv) Notwithstanding any other provision of this Section 4, the Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of the Executive, all or any portion of any Severance Payment, and the Executive hereby consents to such withholding; provided, that such withholding shall in no event place the Executive in a less favorable tax position.

5. No Obligation To Seek Further Employment; No Effect on Other Contractual Rights.

(a) The Executive shall not be required to seek other employment, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by the Executive as the result of employment by another employer after the Date of Termination, or otherwise, except as may be provided under Section 4(b) with respect to medical insurance benefits. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set- off, counterclaim, recoupment, defense, or other claim, right or action that the Company may have against the Executive or others.

(b) The provisions of this Agreement, and any payment provided for hereunder, shall not reduce any amounts otherwise payable, or in any way diminish the Executive’s existing rights, or rights which would accrue solely as a result of the passage of time, under any employee benefit plan, program or policy of the Company. Notwithstanding the foregoing, if the Executive receives payments and benefits pursuant to this Agreement, the Executive shall not be entitled to any severance pay or benefits under any severance plan, program or policy of the Company or its affiliates, unless otherwise specifically provided therein in a specific reference to this Agreement.

6. Successor to the Company.

10 (a) The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor or assign to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 6 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. If at any time during the term of this Agreement the Executive is employed by any corporation a majority of the voting securities of which is then owned by the Company, “Company” as used in Sections 3 and 4 hereof shall in addition include such corporation. In such event, the Company agrees that it shall pay or shall cause such corporation to pay any amounts owed to the Executive pursuant to Sections 4 and 11 hereof.

(b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts are still payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other designee or, if there be no such designee, to the Executive’s estate.

7. Notice. For purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States certified mail, return receipt registered, postage prepaid, as follows:

If to the Company: Meredith Corporation 1716 Locust Street Des Moines, Iowa 50309-3023 Attention: General Counsel If to the Executive: At the most recent address on file with the Company’s Human Resources Department. or such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

8. Miscellaneous. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or

11 conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of law principles.

9. Validity. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

10. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

11. Legal Fees and Expenses. The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), to the full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus, in each case, interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code.

12. Section 409A Compliance. Notwithstanding anything in this Agreement or elsewhere to the contrary:

(a) If payment or provision of any amount or other benefit that is “deferred compensation” subject to Section 409A of the Code at the time otherwise specified in this Agreement or elsewhere would subject such amount or benefit to additional tax pursuant to Section 409A(a)(1)(B) of the Code, and if payment or provision thereof at a later date would avoid any such additional tax, then the payment or provision thereof shall be postponed to the earliest date on which such amount or benefit can be paid or provided without incurring any such additional tax. In the event this Section requires a deferral of any payment, such payment shall be accumulated and paid in a single lump sum on such earliest date together with interest for the period of delay, compounded annually, equal to the prime rate (as published in The Wall Street Journal), and in effect as of the date the payment should otherwise have been provided.

(b) If any payment or benefit permitted or required under this Agreement, or otherwise, is reasonably determined by either party to be subject for any reason to a material risk of additional tax pursuant to Section 409A(a)(1)(B) of the Code, then the parties shall promptly agree in good faith on appropriate provisions to avoid such risk without materially changing the economic value of this Agreement to either party. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

12 MEREDITH CORPORATION

By: Executive:

/s/ Dina Nathanson /s/ Catherine Levene 13 Exhibit 10.4

January 26, 2021

Patrick McCreery

Dear Patrick:

This letter constitutes an Amendment (“Amendment”) to the letter agreement dated May 9, 2018 (“Agreement”) outlining the terms and conditions of your employment with Meredith Corporation (the “Company”). Upon execution by both parties, this Amendment shall be effective as of January 26, 2021. For the mutual promises and consideration provided for herein, you and the Company agree as follows: The following language in the Agreement shall be removed in its entirety: It is further understood that this Agreement and your employment hereunder may be terminated by Meredith at any time without Cause. In the event your employment is terminated by Meredith without Cause, then, in return for you executing a Separation Agreement that includes a full release of all employment-related claims: a. Release Pay: Meredith will pay you the equivalent twelve (12) months of your base salary, minus applicable withholdings and deductions, (“Release Pay”). The Release Pay will be paid to you as a lump sum within fifteen (15) days after the Separation Agreement becomes effective.

b. Release Benefits: In addition, if you are otherwise eligible for benefits under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and you elect to receive those benefits, then Meredith will provide you a full subsidy for the premium charged under Meredith’s group health plan through the end of the month following the month you were terminated (“Subsidy Period”). At the conclusion of the Subsidy Period, you shall be responsible for the entire COBRA premium for the remainder of the applicable COBRA continuation period. The Subsidy period shall count toward any period for which Meredith is required to offer COBRA coverage to you or your dependents.

c. You agree if, as a result of your termination without Cause, you would be eligible to receive compensation and benefits under Meredith’s Severance Pay Plan, you may be treated under either that Plan or under this Agreement; but you are not entitled to payment or benefits under both this Agreement and under Meredith’s Severance Pay Plan under any circumstances.

1 | Page In return for the above consideration and in acceptance of this offer you agree to the terms and conditions set forth below:

1. While this Agreement is in effect and for a period of twelve (12) months thereafter (“Restricted Period”), you will not solicit for employment, refer or approve for employment, hire or employ in any capacity, or advise or recommend to any other person or entity that it hire, employ or solicit for employment any person who as of your last day of employment, or at any time during the Restricted Period, was an employee of Meredith, including its subsidiaries, affiliated companies and operating groups. In addition, for a period of twelve (12) months following expiration of this Agreement or the termination of this Agreement by Meredith with, or without cause, or your voluntary resignation (whether in breach of this Agreement, or otherwise) you will not render services the same or similar to those you rendered to Meredith, directly or indirectly as an employee, officer, director, consultant, independent contractor, or in any other capacity to any television station licensed in a market in which Meredith owns a television station. Additionally, and for the same period of time, you will not render services the same or similar to those you rendered to Meredith, directly or indirectly to any cable system or other MVPD within a market in which Meredith owns a television station in which market the cable system or MVPD has 50,000 or more subscribers.

2. You also covenant and agree that during your employment with Meredith and for twelve (12) months after the termination thereof, regardless of the reason for the employment termination, you will not, directly or indirectly, solicit or attempt to solicit any business from any of the Meredith customers with whom you had contact during the last twelve (12) months of your employment with Meredith.

The above language from the Agreement shall be replaced in its entirety with the following:

It is further understood that this Agreement and your employment hereunder may be terminated by Meredith at any time without Cause. In the event your employment is terminated by Meredith without Cause, then, in return for you executing a Separation Agreement that includes a full release of all employment-related claims:

a. Meredith will pay, on a regular payday basis, the equivalent of your then biweekly base salary, minus applicable withholdings and deductions, for a period of eighteen (18) months (“Release Pay”). Each Release Pay payment is a “separate payment” for 409A purposes, and if your Release Pay and/or the aforementioned timeframe of Release Pay payments exceed the limits for separation pay under section 409A of the Internal Revenue Code, then Meredith may accelerate any payments as necessary, in the discretion of Meredith, to avoid such payments constituting deferred compensation under section 409A.

2 | Page b. You shall be deemed to have met the age and service vesting requirements specified in Section 5.1(a) and (b) of the Meredith Replacement Benefit Plan and the Meredith Supplemental Benefit Plan, or any successors thereto.

c. All awards of restricted stock units and stock options, if any, shall automatically vest, and stock options shall be exercisable for the full unexpired term of the option.

d. You agree if, as a result of your termination without Cause, you would be eligible to receive compensation and benefits under Meredith’s Severance Pay Plan, you may be treated under either that Plan or under this Agreement; but you are not entitled to payment or benefits under both this Agreement and under Meredith’s Severance Pay Plan under any circumstances.

In return for the above consideration and in acceptance of this offer you agree to the terms and conditions set forth below:

1. While you are employed by Meredith and for a period of eighteen (18) months thereafter (“Restricted Period”), you will not:

a. solicit for employment, refer or approve for employment, hire or employ in any capacity or advise or recommend to any other person or entity that it hire, employ or solicit for employment any person who as of your last day of employment, or at any time during the Restricted Period, was an employee of Meredith Corporation, including its subsidiaries, affiliated companies and operating groups.

b. directly or indirectly solicit or attempt to solicit any business from any of the Meredith customers with whom you had contact during the last twelve (12) months of your employment with Meredith.

c. render services the same or similar to those you rendered to Meredith, directly or indirectly as an employee, officer, director, consultant, independent contractor, or in any other capacity to any television station licensed in a market in which Meredith owns a television station or to any cable system or other MVPD within a market in which Meredith owns a television station in which market the cable system or MVPD has 50,000 or more subscribers.

The paragraphs numbered 3. and 4. in the Agreement shall be re-numbered 2. and 3., respectively, by this Amendment.

3 | Page Except with respect to the changes expressly noted herein, the Agreement otherwise remains in full force and effect.

Sincerely,

/s/ Dina Nathanson ______Dina Nathanson

I agree to the above Amendment and I understand that, except as amended above, the terms and conditions of my employment will continue to be governed by the aforesaid Agreement.

/s/ Patrick McCreery February 2, 2021 ______Patrick McCreery Date

4 | Page Exhibit 22

MEREDITH CORPORATION List of Guarantor Subsidiaries

The following table lists the guarantors of the unsecured senior notes maturing in 2026 issued by the Meredith Corporation (the Parent) as of December 31, 2020:

Allrecipes.com, Inc. Bizrate Insights Inc. Book-of-The-Month Club, Inc. Cozi Inc. Eating Well, Inc. Entertainment Weekly Inc. Health Media Ventures Inc. Hello Giggles, Inc. KPHO Broadcasting Corporation KPTV-KPDX Broadcasting Corporation KVVU Broadcasting Corporation Meredith Performance Marketing, LLC Meredith Shopper Marketing, LLC MNI Targeted Media Inc. MyWedding, LLC Newsub Magazine Services LLC NSSI Holdings Inc. Selectable Media Inc. Southern Progress Corporation Sports Digital Games, Inc. Synapse Group, Inc. TI Administrative Holdings LLC TI Books Holdings LLC TI Circulation Holdings LLC TI Consumer Marketing, Inc. TI Corporate Holdings LLC TI Customer Service, Inc. TI Direct Ventures LLC TI Distribution Holdings LLC TI Distribution Services Inc. TI Gotham Inc. TI Inc. Affluent Media Group TI Inc. Books TI Inc. Lifestyle Group TI Inc. Play TI Inc. Retail TI Inc. Ventures TI International Holdings Inc. TI Live Events Inc. TI Magazine Holdings LLC TI Marketing Services Inc. TI Media Solutions Inc. TI Mexico Holdings Inc. TI Paperco Inc. TI Publishing Ventures, Inc. TI Sales Holdings LLC Viant Technology Holding Inc. Exhibit 31.1 CERTIFICATION I, Thomas H. Harty, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Meredith Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements and other financial information included in this report fairly present, in all material respects, the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 4, 2021 /s/ Thomas H. Harty Thomas H. Harty, President, Chief Executive Officer, and Director (Principal Executive Officer) A signed original of this written statement required by Section 302 has been provided to Meredith and will be retained by Meredith and furnished to the Securities and Exchange Commission or its staff upon request. Exhibit 31.2 CERTIFICATION I, Jason Frierott, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Meredith Corporation;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 4, 2021 /s/ Jason Frierott Jason Frierott Chief Financial Officer (Principal Financial and Accounting Officer) A signed original of this written statement required by Section 302 has been provided to Meredith and will be retained by Meredith and furnished to the Securities and Exchange Commission or its staff upon request. Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Meredith Corporation (the Company) for the quarter ended December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the Report), we the undersigned certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Thomas H. Harty /s/ Jason Frierott Thomas H. Harty Jason Frierott President, Chief Executive Officer, and Chief Financial Officer Director (Principal Financial and Accounting Officer) (Principal Executive Officer) Dated: February 4, 2021 Dated: February 4, 2021

A signed original of this written statement required by Section 906 has been provided to Meredith and will be retained by Meredith and furnished to the Securities and Exchange Commission or its staff upon request.