8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 18, 2015 (September 7, 2015)

MEDIA GENERAL, INC.

(Exact name of registrant as specified in its charter)

Virginia	1-6383	46-5188184
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

333 E. Franklin Street

Richmond, VA 23219

(Address of principal executive offices, including zip code)

(804) 887-5000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.     Other Events

On September 8, 2015, Media General, Inc. (the “Company”) announced the entry into an Agreement and Plan of Merger, by and among the Company, certain of its subsidiaries and Meredith Corporation, an Iowa corporation (“Meredith”), providing for a strategic business combination transaction between the Company and Meredith (the “Meredith Merger”). This Form 8-K includes Meredith’s unaudited financial statements as of September 30, 2015 and for the three months ended September 30, 2015 and 2014, and updated pro forma financial information relating to the Meredith Merger.

Item 9.01.     Financial Statements and Exhibits.

(a) Financial statements of business acquired

The unaudited consolidated financial statements of Meredith as of September 30, 2015 and for the three months ended September 30, 2015 and 2014, and the notes related thereto are filed herewith as Exhibit 99.1 and incorporated herein by reference.

(b) Pro forma financial information

The unaudited pro forma condensed combined financial information as of and for the nine months ended September 30, 2015 and for the year ended December 31, 2014 and the notes related thereto are filed herewith as Exhibit 99.2 and incorporated herein by reference.

(d) Exhibits

Exhibit Number	Description
99.1	Unaudited consolidated financial statements of Meredith as of September 30, 2015 and for the three months ended September 30, 2015 and 2014.
99.2	Unaudited pro forma condensed combined financial information as of and for the nine months ended September 30, 2015 and for the year ended December 31, 2014.

SIGNATURES

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 hereunto duly authorized.

Date: November 18, 2015	MEDIA GENERAL, INC.
	By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Senior Vice President – Finance and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Unaudited consolidated financial statements of Meredith as of September 30, 2015 and for the three months ended September 30, 2015 and 2014.
99.2	Unaudited pro forma condensed combined financial information as of and for the nine months ended September 30, 2015 and for the year ended December 31, 2014.

EX-99.1

Exhibit 99.1

Item 1. Financial Statements

Meredith Corporation and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

Assets	September 30, 2015			June 30, 2015
(In thousands)
Current assets
Cash and cash equivalents	$	29,940		$	22,833
Accounts receivable, net		278,199			284,646
Inventories		24,192			24,681
Current portion of subscription acquisition costs		133,696			122,350
Current portion of broadcast rights		14,929			4,516
Other current assets		39,096			23,505
Total current assets		520,052			482,531
Property, plant, and equipment		520,318			527,622
Less accumulated depreciation		(316,824	)		(313,886	)
Net property, plant, and equipment		203,494			213,736
Subscription acquisition costs		113,075			103,842
Broadcast rights		5,745			1,795
Other assets		70,664			67,750
Intangible assets, net		967,688			972,382
Goodwill		998,260			1,001,246
Total assets	$	2,878,978		$	2,843,282
Liabilities and Shareholders' Equity
Current liabilities
Current portion of long-term debt	$	65,625		$	62,500
Current portion of long-term broadcast rights payable		15,139			4,776
Accounts payable		96,946			93,944
Accrued expenses and other liabilities		144,223			163,655
Current portion of unearned subscription revenues		214,968			206,126
Total current liabilities		536,901			531,001
Long-term debt		753,750			732,500
Long-term broadcast rights payable		7,112			2,998
Unearned subscription revenues		158,629			151,221
Deferred income taxes		313,156			311,645
Other noncurrent liabilities		163,037			162,067
Total liabilities		1,932,585			1,891,432
Shareholders' equity
Series preferred stock		—			—
Common stock		37,685			37,657
Class B stock		6,949			6,963
Additional paid-in capital		55,396			49,019
Retained earnings		861,220			870,859
Accumulated other comprehensive loss		(14,857	)		(12,648	)
Total shareholders' equity		946,393			951,850
Total liabilities and shareholders' equity	$	2,878,978		$	2,843,282

See accompanying Notes to Condensed Consolidated Financial Statements.

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Meredith Corporation and Subsidiaries

Condensed Consolidated Statements of Earnings

(Unaudited)

Three months ended September 30,	2015			2014
(In thousands except per share data)
Revenues
Advertising	$	218,670		$	218,031
Circulation		72,175			65,885
All other		93,821			87,268
Total revenues		384,666			371,184
Operating expenses
Production, distribution, and editorial		153,178			141,887
Selling, general, and administrative		187,396			163,676
Depreciation and amortization		15,080			12,769
Total operating expenses		355,654			318,332
Income from operations		29,012			52,852
Interest expense, net		(5,313	)		(4,242	)
Earnings before income taxes		23,699			48,610
Income taxes		(12,670	)		(19,245	)
Net earnings	$	11,029		$	29,365
Basic earnings per share	$	0.25		$	0.66
Basic average shares outstanding		44,612			44,459
Diluted earnings per share	$	0.24		$	0.65
Diluted average shares outstanding		45,366			45,157
Dividends paid per share	$	0.4575		$	0.4325

See accompanying Notes to Condensed Consolidated Financial Statements.

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Meredith Corporation and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

Three months ended September 30,	2015			2014
(In thousands)
Net earnings	$	11,029		$	29,365
Other comprehensive income, net of income taxes
Pension and other postretirement benefit plans activity		(1	)		42
Unrealized gain (loss) on interest rate swaps		(2,208	)		777
Other comprehensive income (loss), net of income taxes		(2,209	)		819
Comprehensive income	$	8,820		$	30,184

See accompanying Notes to Condensed Consolidated Financial Statements.

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Meredith Corporation and Subsidiaries

Condensed Consolidated Statement of Shareholders' Equity

(Unaudited)

(In thousands except per share data)	Common Stock - $1 par value			Class B Stock - $1 par value			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total
Balance at June 30, 2015	$	37,657		$	6,963		$	49,019		$	870,859		$	(12,648	)	$	951,850
Net earnings		—			—			—			11,029			—			11,029
Other comprehensive loss, net of income taxes		—			—			—			—			(2,209	)		(2,209	)
Shares issued under incentive plans, net of forfeitures		136			—			4,890			—			—			5,026
Purchases of Company stock		(122	)		—			(5,616	)		—			—			(5,738	)
Share-based compensation		—			—			5,850			—			—			5,850
Conversion of Class B to common stock		14			(14	)		—			—			—			—
Dividends paid
Common stock		—			—			—			(17,489	)		—			(17,489	)
Class B stock		—			—			—			(3,179	)		—			(3,179	)
Tax benefit from share-based awards		—			—			1,253			—			—			1,253
Balance at September 30, 2015	$	37,685		$	6,949		$	55,396		$	861,220		$	(14,857	)	$	946,393

See accompanying Notes to Condensed Consolidated Financial Statements.

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Meredith Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Three months ended September 30,	2015			2014
(In thousands)
Cash flows from operating activities
Net earnings	$	11,029		$	29,365
Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation		10,296			9,239
Amortization		4,784			3,530
Share-based compensation		5,850			4,646
Deferred income taxes		6,427			7,326
Amortization of broadcast rights		4,209			4,106
Payments for broadcast rights		(4,040	)		(3,906	)
Fair value adjustments to contingent consideration		(1,000	)		—
Excess tax benefits from share-based payments		(1,356	)		(3,982	)
Changes in assets and liabilities		(33,370	)		(39,178	)
Net cash provided by operating activities		2,829			11,146
Cash flows from investing activities
Additions to property, plant, and equipment		(1,840	)		(1,936	)
Proceeds from disposition of assets		1,767			—
Net cash used in investing activities		(73	)		(1,936	)
Cash flows from financing activities
Proceeds from issuance of long-term debt		47,500			45,000
Repayments of long-term debt		(23,125	)		(38,125	)
Dividends paid		(20,668	)		(19,393	)
Purchases of Company stock		(5,738	)		(17,012	)
Proceeds from common stock issued		5,026			10,088
Excess tax benefits from share-based payments		1,356			3,982
Net cash provided by (used in) financing activities		4,351			(15,460	)
Net increase (decrease) in cash and cash equivalents		7,107			(6,250	)
Cash and cash equivalents at beginning of period		22,833			36,587
Cash and cash equivalents at end of period	$	29,940		$	30,337

See accompanying Notes to Condensed Consolidated Financial Statements.

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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 subsidiaries (Meredith or the Company), after eliminating all significant intercompany balances and transactions. Meredith does not have any off-balance sheet arrangements. The Company's use of special-purpose entities is limited to Meredith Funding Corporation, whose activities are fully consolidated in Meredith's condensed consolidated financial statements.

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 (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, 2015, filed with the SEC.

The condensed consolidated financial statements as of September 30, 2015, and for the three months ended September 30, 2015 and 2014, are unaudited but, in management's opinion, include all normal, recurring adjustments necessary for a fair presentation of the results of interim periods. The year-end condensed consolidated balance sheet data as of June 30, 2015, were derived from audited financial statements, but do not include all disclosures required by GAAP. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire fiscal year.

Adopted Accounting Pronouncements—In September 2015, the Financial Accounting Standards Board (FASB) issued guidance simplifying the accounting for measurement-period adjustments related to business combinations. The new guidance removes the requirement to restate prior periods to reflect adjustments made to provisional amounts. Rather, adjustments to the provisional amounts are to be recognized in the reporting period they are identified. In the period of adjustment, the portion that would have been recorded in a previous reporting period is to be presented separately on the face of the income statement or disclosed in the notes. Prospective adoption of the guidance is effective for fiscal years beginning after December 15, 2015, with early adoption permitted. The Company adopted this guidance in the first quarter of fiscal 2016. The adoption of this guidance requires a change in the format of disclosure only and it did not have an impact on our results of operations or cash flows.

2. Pending Merger Transaction

On September 7, 2015, the Company and Media General, Inc. (Media General) entered into a definitive merger agreement under which the companies will combine to form Meredith Media General. Under the terms of the merger agreement, Media General will acquire all of the outstanding common stock of the Company in a cash and stock transaction in which each share of Meredith common stock and Class B common stock will be converted into the right to receive $34.57 in cash and 1.5214 shares of Meredith Media General voting common stock. Upon closing, it is estimated that Media General shareholders will own 65 percent and Meredith shareholders will own 35 percent of the fully-diluted shares of Meredith Media General.

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The transaction has been approved by the Boards of Directors of the Company and Media General. It is anticipated that stations in six overlapping markets will be swapped or otherwise divested to address regulatory considerations. As set forth in the merger agreement, the closing of the merger agreement is subject to certain customary conditions, including but not limited to, approval from the Federal Communications Commission (FCC), clearance under the Hart-Scott-Rodino antitrust act, the absence of legal barriers to the closing of the merger, adoption of the agreement by the shareholders of Meredith and of Media General, and certain customary third party consents. The Company and Media General will hold special shareholder meetings to vote on the merger. The merger is expected to close by June 30, 2016. The Company incurred $12.7 million of investment banking, legal, accounting, and other professional fees and expenses in the first quarter of fiscal 2016 related to the pending merger. These costs are included in the selling, general, and administrative line in the Consolidated Statements of Earnings. The limited tax deductibility of certain of these merger-related expenses also caused an increase in the fiscal 2016 first quarter effective tax rate. For more information concerning the merger, refer to the Current Report on Form 8-K filed with the SEC on September 9, 2015.

3. Acquisitions

On October 31, 2014, Meredith acquired WGGB, the ABC affiliate in Springfield, Massachusetts. On December 19, 2014, Meredith acquired WALA, the FOX affiliate in Mobile, Alabama-Pensacola, Florida.

Effective November 1, 2014, Meredith completed its acquisition of Martha Stewart Living magazine and its related digital assets (collectively Martha Stewart Living Media Properties). In addition, Meredith entered into a 10-year licensing arrangement with Martha Stewart Living Omnimedia (MSLO) for the licensing of the Martha Stewart Living trade name. The acquired business operations include sales and marketing, circulation, production, and other non-editorial functions. Meredith sources editorial content from MSLO.

On November 13, 2014, Meredith acquired 100 percent of the membership interests in MyWedding, LLC (Mywedding). Mywedding operates mywedding.com, one of the top wedding websites in the U.S., providing couples with a complete wedding planning product suite.

On December 30, 2014, Meredith acquired 100 percent of the outstanding stock of Selectable Media, Inc. (Selectable Media), a leading native and engagement-based digital advertising company. During the first quarter of fiscal 2016, the provisional amounts recorded to goodwill were decreased $2.9 million with a corresponding increase to deferred income taxes based on an updated valuation report and other fair value determinations.

Effective February 1, 2015, Meredith completed its acquisition of Shape magazine and related digital assets (collectively Shape). Shape is the women's active lifestyle category leader with content focusing on exercise, beauty, nutrition, health, fashion, wellness, and other lifestyle topics to help women lead a healthier, active lifestyle.

On June 19, 2015, Meredith completed the acquisition of Qponix, a leading shopper marketing data platform technology.

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The results of these acquisitions have been included in the Company's consolidated operating results since their respective acquisition dates. The Company is in the process of obtaining third-party valuations of intangible assets; thus, the provisional measurements of intangible assets, goodwill, and deferred income tax balances are subject to change.

4. Inventories

Major components of inventories are summarized below. Of total net inventory values shown, 53 percent are under the last-in first-out (LIFO) method at September 30, 2015, and 52 percent at June 30, 2015.

(In thousands)	September 30, 2015			June 30, 2015
Raw materials	$	10,662		$	13,900
Work in process		14,884			12,053
Finished goods		2,346			2,428
		27,892			28,381
Reserve for LIFO cost valuation		(3,700	)		(3,700	)
Inventories	$	24,192		$	24,681

5. Intangible Assets and Goodwill

Intangible assets consist of the following:

	September 30, 2015							June 30, 2015
(In thousands)	Gross Amount		Accumulated Amortization			Net Amount		Gross Amount		Accumulated Amortization			Net Amount
Intangible assets subject to amortization
National media
Advertiser relationships	$	18,610	$	(6,538	)	$	12,072	$	20,879	$	(7,660	)	$	13,219
Customer lists		5,230		(3,133	)		2,097		9,120		(6,679	)		2,441
Other		19,425		(6,767	)		12,658		20,675		(7,361	)		13,314
Local media
Network affiliation agreements		229,309		(130,969	)		98,340		229,309		(129,362	)		99,947
Retransmission agreements		21,229		(4,339	)		16,890		21,229		(3,454	)		17,775
Other		1,214		(183	)		1,031		1,212		(126	)		1,086
Total	$	295,017	$	(151,929	)		143,088	$	302,424	$	(154,642	)		147,782
Intangible assets not subject to amortization
National media
Internet domain names							7,827							7,827
Trademarks							192,089							192,089
Local media
FCC licenses							624,684							624,684
Total							824,600							824,600
Intangible assets, net						$	967,688						$	972,382

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Amortization expense was $4.8 million for the three months ended September 30, 2015. Annual amortization expense for intangible assets is expected to be as follows: $19.5 million in fiscal 2016, $18.0 million in fiscal 2017, $15.0 million in fiscal 2018, $12.2 million in fiscal 2019, and $11.8 million in fiscal 2020.

Changes in the carrying amount of goodwill were as follows:

Three months ended September 30,	2015								2014
(In thousands)	National Media			Local Media		Total			National Media		Local Media			Total
Balance at beginning of period	$	932,471		$	68,775	$	1,001,246		$	789,038	$	51,823		$	840,861
Acquisitions		(2,986	)		—		(2,986	)		—		(867	)		(867	)
Balance at end of period	$	929,485		$	68,775	$	998,260		$	789,038	$	50,956		$	839,994

6. Restructuring Accrual

During the first quarter of fiscal 2016, management committed to a performance improvement plan that included selected workforce reductions. In connection with this plan, the Company recorded pre-tax restructuring charges totaling $3.4 million for severance and related benefit costs related to the involuntary termination of employees. The majority of severance costs are being paid out over a twelve-month period. The plan affected approximately 45 employees. The Company also recorded $1.1 million in reversals of excess restructuring reserves accrued in prior fiscal years. The restructuring charge and credit for the reversal of excess restructuring reserves are recorded in the selling, general, and administrative line in the Condensed Consolidated Statements of Earnings.

Details of changes in the Company's restructuring accrual are as follows:

Three months ended September 30,	2015			2014
(In thousands)
Balance at beginning of period	$	15,731		$	13,545
Severance accruals		3,366			—
Cash payments		(3,705	)		(4,986	)
Reversal of excess accrual		(1,070	)		—
Balance at end of period	$	14,322		$	8,559

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7. Long-term Debt

Long-term debt consists of the following:

(In thousands)	September 30, 2015			June 30, 2015
Variable-rate credit facilities
Asset-backed bank facility of $100 million, due 10/21/2017	$	80,000		$	80,000
Revolving credit facility of $200 million, due 3/27/2019		105,000			77,500
Term loan due 3/27/2019		234,375			237,500
Private placement notes
3.04% senior notes, due 3/1/2016		50,000			50,000
3.04% senior notes, due 3/1/2017		50,000			50,000
3.04% senior notes, due 3/1/2018		50,000			50,000
Floating rate senior notes, due 12/19/2022		100,000			100,000
Floating rate senior notes, due 2/28/2024		150,000			150,000
Total long-term debt		819,375			795,000
Current portion of long-term debt		(65,625	)		(62,500	)
Long-term debt	$	753,750		$	732,500

In connection with the asset-backed bank facility, Meredith entered into a revolving agreement to sell all of its rights, title, and interest in the majority of its accounts receivable related to advertising and miscellaneous revenues to Meredith Funding Corporation, a special-purpose entity established to purchase accounts receivable from Meredith. At September 30, 2015, $175.2 million of accounts receivable net of reserves was outstanding under the agreement. Meredith Funding Corporation in turn may sell receivable interests to a major national bank. In consideration of the sale, Meredith receives cash and a subordinated note, bearing interest at the prime rate, 3.25 percent at September 30, 2015, from Meredith Funding Corporation. The agreement is structured as a true sale under which the creditors of Meredith Funding Corporation will be entitled to be satisfied out of the assets of Meredith Funding Corporation prior to any value being returned to Meredith or its creditors. The accounts of Meredith Funding Corporation are fully consolidated in Meredith's condensed consolidated financial statements.

In October 2015, we renewed our asset-backed bank facility for an additional two-year period on terms substantially similar to those previously in place. The renewed facility will expire in October 2017.

The Company holds interest rate swap agreements to hedge variable interest rate risk on the $250.0 million floating-rate senior notes and on $50.0 million of the term loan. The expiration of the swaps is as follows: $50.0 million in August 2018, $100.0 million in March 2019, and $150.0 million in August 2019. Under the swaps the Company will pay fixed rates of interest (1.36 percent on the swap maturing in August 2018, 1.53 percent on the swap maturing in March 2019, and 1.76 percent on the swaps maturing in August 2019) and receive variable rates of interest based on the one to three-month London Interbank Offered Rate (LIBOR) (0.22 percent on the swap maturing in August 2018, 0.33 percent on the swap maturing in March 2019, and 0.33 percent on the swaps maturing in August 2019 as of September 30, 2015) on the $300.0 million notional amount of indebtedness. The swaps are designated as cash flow hedges. The Company evaluates the effectiveness of the hedging relationships on an ongoing basis by recalculating changes in fair value of the derivatives and related hedged items independently.

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Unrealized gains or losses on cash flow hedges are recorded in other comprehensive gain (loss) to the extent the cash flow hedges are effective. The amount of the swap that offsets the effects of interest rate changes on the related debt is subsequently reclassified into interest expense. Any ineffective portions on cash flow hedges are recorded in interest expense. No material ineffectiveness existed at September 30, 2015.

The fair value of the interest rate swap agreements is the estimated amount the Company would pay or receive to terminate the swap agreements. At September 30, 2015, the swaps had a fair value of $5.8 million liability. The Company is exposed to credit-related losses in the event of nonperformance by counterparties to the swap agreements. This exposure is managed through diversification and the monitoring of the creditworthiness of the counterparties. There was no potential loss that the Company would incur on the interest rate swaps if the counterparties were to fail to meet their obligations under the agreements at September 30, 2015. Given the strong creditworthiness of the counterparties, management does not expect any of them to fail to meet their obligations. Additionally, the concentration of risk with any individual counterparty is not considered significant at September 30, 2015.

8. Pension and Postretirement Benefit Plans

The following table presents the components of net periodic benefit costs:

Three months ended September 30,	2015			2014
(In thousands)
Pension benefits
Service cost	$	2,977		$	3,043
Interest cost		1,469			1,396
Expected return on plan assets		(2,746	)		(2,759	)
Prior service cost amortization		49			56
Actuarial loss amortization		157			169
Net periodic benefit costs	$	1,906		$	1,905
Postretirement benefits
Service cost	$	25		$	29
Interest cost		96			102
Prior service cost amortization		(107	)		(108	)
Actuarial gain amortization		(169	)		(108	)
Net periodic benefit credit	$	(155	)	$	(85	)

The amortization of amounts related to unrecognized prior service costs and net actuarial loss were reclassified out of other comprehensive income as components of net periodic benefit costs.

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9. Earnings per Share

The following table presents the calculations of earnings per share:

Three months ended September 30,	2015		2014
(In thousands except per share data)
Net earnings	$	11,029	$	29,365
Basic average shares outstanding		44,612		44,459
Dilutive effect of stock options and equivalents		754		698
Diluted average shares outstanding		45,366		45,157
Earnings per share
Basic earnings per share	$	0.25	$	0.66
Diluted earnings per share		0.24		0.65

For the three months ended September 30, 2015 and 2014, antidilutive options excluded from the above calculations totaled 1.2 million (with a weighted average exercise price of $49.47) and 1.7 million (with a weighted average exercise price of $50.06), respectively.

10. Fair Value Measurements

We have estimated the fair value of our financial instruments using available market information and valuation methodologies we believe 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 that we 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;
•	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:

	September 30, 2015				June 30, 2015
(In thousands)	Carrying Value		Fair Value		Carrying Value		Fair Value
Broadcast rights payable	$	22,251	$	21,361	$	7,774	$	7,490
Long-term debt		819,375		821,353		795,000		797,121

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The fair value of broadcast rights payable was determined using the present value of expected future cash flows discounted at the Company's current borrowing rate with inputs included in Level 3. The fair value of long-term debt was determined using the present value of expected future cash flows using borrowing rates currently available for debt with similar terms and maturities with inputs included in Level 2.

The following table sets forth the assets and liabilities measured at fair value on a recurring basis:

(In thousands)	September 30, 2015		June 30, 2015
Other assets
Interest rate swaps	$	—	$	1,139
Accrued expenses and other liabilities
Contingent consideration		800		800
Interest rate swaps		3,278		3,295
Other noncurrent liabilities
Contingent consideration		59,735		60,735
Interest rate swaps		2,498		—

The fair value of interest rate swaps is determined based on discounted cash flows derived using market observable inputs including swap curves that are included in Level 2. The fair value of the contingent consideration is determined based on probability-weighted discounted cash flow models that include significant inputs not observable in the market and thus represent Level 3 measurements.

Details of changes in the fair value of Level 3 contingent consideration are as follows:

Three months ended September 30,	2015			2014
(in thousands)
Balance at beginning of period	$	61,535		$	1,700
Change in present value of contingent consideration (1)		(1,000	)		—
Balance at end of period	$	60,535		$	1,700
(1)    Change in present value of contingent consideration is recorded in the selling, general, and administrative expense line on the Condensed Consolidated Statements of Earnings and is comprised of changes in estimated earn out payments based on projections of performance and the amortization of the present value discount.

11. Financial Information about Industry Segments

Meredith is a diversified media company focused primarily on the home and family marketplace. 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, 2015. There are no material intersegment transactions.

13

There are two principal financial measures reported to the chief executive officer for use in assessing segment performance and allocating resources. Those measures are operating profit and 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.

The following table presents financial information by segment:

Three months ended September 30,	2015			2014
(In thousands)
Revenues
National media	$	258,199		$	246,326
Local media		126,467			124,858
Total revenues	$	384,666		$	371,184
Segment profit
National media	$	22,803		$	28,895
Local media		29,327			36,312
Unallocated corporate		(23,118	)		(12,355	)
Income from operations		29,012			52,852
Interest expense, net		(5,313	)		(4,242	)
Earnings before income taxes	$	23,699		$	48,610
Depreciation and amortization
National media	$	4,565		$	3,625
Local media		9,978			8,715
Unallocated corporate		537			429
Total depreciation and amortization	$	15,080		$	12,769

14

EX-99.2

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On September 8, 2015, Media General, Inc. ("Media General") and Meredith Corporation ("Meredith") announced a definitive merger agreement under which Media General will acquire all the outstanding common stock of Meredith in a cash and stock transaction (the “Meredith Merger”). Consummation of the Meredith Merger is subject to customary closing conditions including, among other things, Federal Communication Commission approval and shareholder approval from both Media General and Meredith shareholders. On December 19, 2014, Media General and LIN Media LLC (“LIN”) were combined in a business combination transaction (the “LIN Merger”). Also on that date, in connection with the LIN Merger, Media General and LIN swapped or otherwise divested certain stations.

The unaudited pro forma condensed combined financial information for the year ended December 31, 2014 and for the nine months ended and as of September 30, 2015 has been derived from the historical consolidated financial statements of Media General for the year ended December 31, 2014 and for the nine months ended and as of September 30, 2015, the historical consolidated financial statements of LIN Media for the period January 1, 2014 to December 18, 2014, and the historical consolidated financial statements of Meredith for the calendar year ended December 31, 2014 and for the nine months ended and as of September 30, 2015, along with certain adjustments.

Meredith's fiscal year ends on June 30. Therefore the Meredith unaudited historical consolidated financial statement of operations for the calendar year ended December 31, 2014 is derived by combining the first six months of Meredith's fiscal year 2015 and the last six months of Meredith's fiscal year 2014. Meredith’s unaudited historical consolidated financial statement of operations for the nine months ended September 30, 2015 is derived by combining the financial data from the last six months of Meredith’s fiscal year 2015 and the financial data from the first three months of Meredith’s fiscal year 2016.

The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2014 have been prepared as though the LIN Merger and the Meredith Merger occurred as of January 1, 2014. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2015 have been prepared as though the Meredith Merger occurred as of January 1, 2014, and the unaudited pro forma condensed combined balance sheet information at September 30, 2015 has been prepared as if the Meredith Merger occurred as of September 30, 2015.

The pro forma adjustments give effect to events that are (1) directly attributable to the mergers, (2) factually supportable and (3) with respect to the statements of operations, expected to have a continuing impact on the combined company’s results. The pro forma adjustments are based on available information and assumptions that Media General’s and Meredith's managements believe are reasonable. Such adjustments are estimates and are subject to change. The unaudited pro forma condensed combined financial statements are provided for informational purposes only and do not purport to represent what the actual combined results of operations or the combined financial position of the combined company would have been had the LIN Merger and the Meredith Merger occurred on the dates assumed, nor are they necessarily indicative of future combined results of operations or combined financial position. The unaudited pro forma condensed combined financial statements do not reflect any cost savings or other synergies that the managements of Media General and Meredith believe could have been achieved had the LIN Merger and the Meredith Merger been completed on the dates assumed.

The Meredith Merger will be accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification 805, Business Combinations ("ASC 805").

Media General’s and Meredith’s managements have evaluated the guidance contained in ASC 805 with respect to the identification of the acquirer in the Meredith Merger and concluded, based on a consideration of the pertinent facts and circumstances, that Media General will acquire Meredith for financial accounting purposes. Accordingly, Media General’s cost to acquire Meredith has been allocated to the acquired assets, liabilities and commitments based upon their estimated fair values. The allocation of the purchase price is preliminary and is dependent upon certain valuations that have not progressed to a stage where there is sufficient information to make a final allocation. In addition, the final purchase price of Media General’s acquisition of Meredith will not be known until the date of closing of the Meredith Merger and could vary materially from the preliminary purchase price. Accordingly, the final acquisition accounting adjustments may be materially different from the preliminary unaudited pro forma adjustments presented.

The actual amounts recorded as of the completion of the Meredith Merger may differ materially from the information presented in the unaudited pro forma condensed combined financial statements as a result of several factors, including the following:

● changes in Meredith's net assets between the pro forma balance sheet as of September 30, 2015 and the closing of the Meredith Merger, which could impact the preliminary estimated purchase price or the preliminary estimated fair value as of the effective date of the Meredith Merger;

● changes in the price of Media General’s common stock;

● the value of the combined company at the effective date of the Meredith Merger; and

● other changes in net assets that may have occurred prior to the completion of the Meredith Merger, which could cause material differences in the information presented.

The unaudited pro forma condensed combined financial statements should be read in conjunction with the accompanying notes and in conjunction with the consolidated financial statements and related notes of both Media General and Meredith filed with the Securities and Exchange Commission. The unaudited pro forma condensed combined financial statements constitute forward-looking information and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. See “Risk Factors” and “Cautionary Note Regarding Forward Looking Statements,” which are included elsewhere and incorporated by reference in the Form S-4 registration statement filed by Media General on November 5, 2015, as amended or supplemented.

Meredith Media General
Pro Forma Condensed Combined Balance Sheet
As of September 30, 2015

(Unaudited, in thousands)

	Media General Historical			Meredith Historical			Pro Forma Adjustments				Pro Forma Combined Company
ASSETS
Current assets:
Cash and cash equivalents	$	37,802		$	29,940		$	(45,588	)	(a)	$	22,154
Trade accounts receivable, net		271,578			278,199			-				549,777
Inventories		-			24,192			-				24,192
Current portion of subscription acquisition costs		-			133,696			(133,696	)	(b)		-
Current portion of broadcast rights		-			14,929			(14,929	)	(c)		-
Current deferred tax asset		51,629			-			(29,030	)	(c)		22,599
Prepaid expenses and other current assets		17,482			39,096			14,929		(c)		71,507
Total current assets		378,491			520,052			(208,314	)			690,229
Property and equipment, net		476,217			203,494			41,904		(b)		721,615
Subscription acquisition rights		-			113,075			(113,075	)	(b)		-
Broadcast rights		-			5,745			(5,745	)	(c)		-
Other assets, net		73,315			70,664			64,665		(a),(c),(f)		208,644
Definite lived intangible assets, net		892,418			967,688			(101,888	)	(b),(c)		1,758,218
Broadcast licenses		1,097,100			-			656,000		(b),(c)		1,753,100
Trade names		-			-			274,600		(b),(c)		274,600
Goodwill		1,544,624			998,260			1,313,429		(b)		3,856,313
Total assets	$	4,462,165		$	2,878,978		$	1,921,576			$	9,262,719
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable	$	19,945		$	96,946		$	42,200		(f)	$	159,091
Accrued salaries and wages		26,997			-			41,782		(c)		68,779
Other accrued expenses and other current liabilities		134,380			144,223			(60,033	)	(a),(c)		218,570
Current portion of unearned subsription revenues		-			214,968			-				214,968
Current portion of long-term broadcast rights payable		-			15,139			(15,139	)	(c)		-
Current installments of long-term debt		3,120			65,625			(47,075	)	(a)		21,670
Current installments of obligation under capital leases		876			-			-				876
Total current liabilities		185,318			536,901			(38,265	)			683,954
Long-term debt		2,231,694			753,750			1,752,280		(a)		4,737,724
Obligations under capital leases, excluding current installments		14,205			-			-				14,205
Deferred income tax liabilities		354,318			313,156			130,341		(a),(b),(e),(g)		797,815
Retirement and postretirement plans		196,505			-			37,840		(c)		234,345
Unearned subcription rights		-			158,629			-				158,629
Long-term broadcast rights payable		-			7,112			(7,112	)	(c)		-
Other liabilities		33,284			163,037			(33,226	)	(a),(c)		163,095
Total liabilities		3,015,324			1,932,585			1,841,858				6,789,767
Noncontrolling interests		30,147			-			-				30,147
Stockholders’ equity:
Common stock		1,293,835			37,685			1,104,237		(d)		2,435,757
Class B stock		-			6,949			(6,949	)	(d)		-
Additional Paid in Capital		-			55,396			(55,396	)	(d)		-
Accumulated other comprehensive income (loss)		(36,445	)		(14,857	)		14,857		(a),(e)		(36,445	)
Retained earnings		159,304			861,220			(977,031	)	(a),(d),(f)		43,493
Total stockholders’ equity		1,416,694			946,393			79,718				2,442,805
Total liabilities, noncontrolling interests and stockholders’ equity	$	4,462,165		$	2,878,978		$	1,921,576			$	9,262,719

See notes to the pro forma condensed combined financial statements.

(a) Reflects (1) the incurrence of indebtedness and the expenditures of cash necessary to acquire Meredith, (2) the repayment of Meredith's existing debt and settlement of its interest rate swaps, and (3) the redemption of Media General's 6 3⁄8% senior notes due 2021 (“Media General’s 2021 Notes"). If the Meredith Merger had occurred as of September 30, 2015, the carrying amount of Media General's long term debt would have been as follows on a pro forma basis:

	(In thousands)
Media General Credit Agreement	$	1,541,000
5.875% Senior Notes due 2022		400,000
Other borrowings, less unamortized discounts		18,394
Unsecured financing		945,000
Incremental Term B Loan		1,855,000
		4,759,394
Less: current installments of long-term debt		21,670
Long-term debt	$	4,737,724

(b) Reflects an adjustment to (1) eliminate capitalized subscription acquisition costs, (2) record identifiable tangible and intangible assets of Meredith at their preliminary estimated fair value, and (3) record goodwill for the excess of cost over fair value of net intangible assets of Meredith. The allocation of purchase price is subject to change as the appraisals are completed and more facts become known.

(c) Reflects reclassifications to the historical presentation of the Meredith balance sheet to conform to the presentation used in the Media General balance sheet. The adjustments reclassify current and long-term broadcast rights and broadcast rights payable, retirement and postretirement plan liabilities, deferred income taxes, and certain other assets and liabilities.

(d) Eliminates Meredith’s stockholders’ equity and record an estimate of the fair value of the number of shares of common stock expected to be issued to acquire Meredith (68,980,085) at an estimated stock price of $15.20 per share as of November 9, 2015 and an estimate of the fair value of stock options expected to be issued to certain Meredith employees to replace outstanding Meredith stock options.

(e) Eliminate accumulated other comprehensive income and associated deferred taxes related to Meredith's pension and postretirement plan liabilities and interest rate swaps.

(f) Reflects the impact of merger-related expenses on the balance sheet. As of September 30, 2015, the combined merger-related expenses are expected to total approximately $235.0 million, including $60.7 million of deferred financing costs on the new debt issued and $44.2 million of accrued merger-related expenses. The companies incurred $15.8 million of merger-related expenses through September 30, 2015, which is reflected in the historical retained earnings balance.

(g) Reflects the increase in deferred tax liabilities for the difference between the book and tax basis of assets acquired as a result of purchase accounting.

For purposes of these Pro Forma Condensed Combined Financial Statements, the estimated purchase price of Meredith was allocated based on preliminary estimated fair value as follows (in thousands):

Estimated purchase price	$	3,528,696
Working capital deficit acquired		100,588
Property and equipment		(245,398	)
Definite-lived intangible assets		(865,800	)
FCC licenses (indefinite lived)		(656,000	)
Trade name (indefinite lived)		(274,600	)
Other assets acquired		(74,604	)
Pension and post-retirement liabilities assumed		37,840
Long term unearned subscription revenues		158,629
Other liabilities assumed		129,811
Deferred income tax liability recorded in conjunction with acquisition		472,527
Excess of cost over fair value of net identifiable assets of acquired businesses	$	2,311,689

The amount allocated to definite-lived intangible assets represents the estimated fair values of network affiliations of $316.7 million, advertiser relationships of $212.9 million, customer relationships of $275.2 million, subscriber relationships of $45.5 million, and management contracts of $15.5 million. These intangible assets are expected to be amortized over the estimated remaining useful lives of 15 years for network affiliations, six to seven years for advertiser relationships, seven to ten years for customer relationships, six years for subscriber relationships, and five years for management contracts.

The equity component of the purchase price could be materially higher or lower depending on several factors including the share price of Media General voting common stock at the time the Meredith Merger closes. Media General and Meredith estimated that a 10% change in the share price would raise or lower the purchase price and goodwill by approximately $119 million.

 Meredith Media General
Pro Forma Condensed Combined Statements of Operations
(Unaudited, in thousands except per share amounts)

	For the Twelve Months Ended December 31, 2014
	Media General												LIN Media												Media General - LIN Merger							Meredith			Meredith Media General
	Media General Historical			Media General Station Divestitures			Station Acquisitions			Pro Forma Media General			LIN Media Historical 1.1.14 - 12.18.14			LIN Media Station Divestitures			Other (1)			Pro Forma LIN Media			Combined Company Pro Forma Adjustments				Pro Forma Combined Company			Meredith Historical			Combined Company Pro Forma Adjustments				Pro Forma Combined Company
Net operating revenue	$	674,963		$	(53,011	)	$	44,750		$	666,702		$	745,380		$	(68,173	)	$	1,367		$	678,574		$	-			$	1,345,276		$	-		$	(1,345,276	)	(h)	$	-
Net operating advertising revenue		-			-			-			-			-			-			-			-			-				-			845,766			915,140		(h)		1,760,906
Circulation		-			-			-			-			-			-			-			-			-				-			309,100			-				309,100
All other		-			-			-			-			-			-			-			-			-				-			373,431			430,136		(h)		803,567
Total net operating revenue	$	674,963		$	(53,011	)	$	44,750		$	666,702		$	745,380		$	(68,173	)	$	1,367		$	678,574		$	-			$	1,345,276		$	1,528,297		$	-			$	2,873,573
Operating costs:
Operating expenses, excluding depreciation expense		221,914			(19,479	)		12,369			214,804			287,996			(24,939	)		2,148			265,205			-				480,009			576,201			(38,700	)	(i)		1,017,510
Selling, general and administrative expenses		171,484			(14,754	)		9,328			166,058			178,571			(15,789	)		227			163,009			1,351		(a)		330,418			674,956			(30,570	)	(h),(i),(j)		974,804
Amortization of program license rights		21,630			(799	)		3,088			23,919			26,628			(3,655	)		-			22,973			-				46,892			-			14,693		(i)		61,585
Corporate and other expenses		33,007			-			-			33,007			109,855			-			(639	)		109,216			(25,646	)	(b)		116,577			-			41,362		(h),(i)		157,939
Depreciation and amortization		66,557			(1,956	)		4,439			69,040			60,847			(5,942	)		242			55,147			34,232		(c)		158,419			63,620			71,726		(i),(k)		293,765
(Gain) Loss related to property and equipment, net		(8,935	)		(43	)		-			(8,978	)		399			(21	)		-			378			-				(8,600	)		-			-				(8,600	)
Impairment of intangible assets and goodwill		-			-			-			-			60,867			-			-			60,867			-				60,867			-			10,322		(i)		71,189
Restructuring		-			-			-			-			2,536			-			-			2,536			-				2,536			-			12,166		(i)		14,702
Merger-related expenses		54,202			-			-			54,202			-			-			-			-			(45,241	)	(b)		8,961						-				8,961
Total operating costs		559,859			(37,031	)		29,224			552,052			727,699			(50,346	)		1,978			679,331			(35,304	)			1,196,079			1,314,777			80,999				2,591,855
Operating income (loss)		115,104			(15,980	)		15,526			114,650			17,681			(17,827	)		(611	)		(757	)		35,304				149,197			213,520			(80,999	)			281,718
Other income (expense):
Interest expense		(45,704	)		-			-			(45,704	)		(54,330	)		23			(53	)		(54,360	)		(23,073	)	(d)		(123,137	)		(15,935	)		(109,810	)	(l)		(248,882	)
Debt modification and extinguishment costs		(3,513	)		-			-			(3,513	)		-			-			-			-			-				(3,513	)		-			-				(3,513	)
Gain on sale of stations		42,957			-			-			42,957			-			-			-			-			(42,957	)	(e)		-						-		-		-
Other, net		129			-			-			129			(156	)		-			1			(155	)		-				(26	)		-			-				(26	)
Total other income (expense)		(6,131	)		-			-			(6,131	)		(54,486	)		23			(52	)		(54,515	)		(66,030	)			(126,676	)		(15,935	)		(109,810	)			(252,421	)
Income (loss) before income taxes		108,973			(15,980	)		15,526			108,519			(36,805	)		(17,804	)		(663	)		(55,272	)		(30,726	)			22,521			197,585			(190,809	)			29,297
Income tax (expense) benefit		(52,453	)		6,391			(6,210	)		(52,272	)		4,383			10,625			(461	)		14,547			12,291		(f)		(25,434	)		(69,698	)		76,324		(m)		(18,808	)
Net income (loss)		56,520			(9,589	)		9,316			56,247			(32,422	)		(7,179	)		(1,124	)		(40,725	)		(18,435	)			(2,913	)		127,887			(114,485	)			10,489
Income (loss) attributable to noncontrolling interests (included above)		3,014			-						3,014			(129	)		1,376			-			1,247			1,605		(g)		5,866			-			-				5,866
Net income (loss) attributable to Company	$	53,506		$	(9,589	)	$	9,316		$	53,233		$	(32,293	)	$	(8,555	)	$	(1,124	)	$	(41,972	)	$	(20,040	)		$	(8,779	)	$	127,887		$	(114,485	)		$	4,623
Income (loss) per common share (basic)	$	0.59								$	0.59											$	(0.78	)					$	(0.07	)								$	0.02
Weighted average common shares (basic)		89,912									89,912												53,962							129,796						68,980		(n)		198,776
Income (loss) per common share (assuming dilution)	$	0.58								$	0.58											$	(0.78	)					$	(0.07	)								$	0.02
Weighted average common shares (assuming dilution)		91,052									91,052												53,962							129,796						72,362		(n)		203,298

See notes to the pro forma condensed combined financial statements.

(1) Reflects four weeks of data for Federated Media and it's adjustments for LIN's purchase of that company.

(a) Adjusts stock compensation expense for incremental amounts related to equity awards issued to LIN employees as part of the LIN Merger.

(b) Reflects the elimination of LIN and Media General expenses of $25.6 million and $45.2 million, respectively, related to the LIN Merger incurred during the year ended December 31, 2014.

(c) Reflects the increase in depreciation and amortization expense resulting from the purchase price allocation for tangible and intangible assets to estimated fair value of LIN. Depreciation and amortization is based on estimated remaining useful lives. For the LIN Merger, the intangible assets are expected to be amortized over 15 years for network affiliations, seven years for advertiser relationships, eight years for customer relationships, three years for completed technology, 31 years for favorable lease assets, and six years for other intangible assets.

(d) Adjust interest expense for the debt used to finance the LIN Merger, as if the debt was outstanding for the entire period.

(e) Reflects the elimination of the $43 million gain recorded on the Media General station divestitures.

(f) Reflects the tax effect of pro forma adjustments using the statutory rate of approximately 40% in effect for the period presented.

(g) Reflects the separate presentation of net income attributable to LIN's variable interest entities to be consistent with Media General's accounting policies.

(h) Reflects the reclassification of certain revenues and expenses of Media General to be consistent with revenue and expenses classification presented.

(i) Reflects the reclassification of certain operating costs of Meredith to be consistent with Media General's presentation.

(j) Reflects the adjustment of Meredith pension expense to remove the impact of previous actuarial gains and losses.

(k) Reflects the increase in the depreciation and amortization expense resulting from the purchase price allocation of tangible and intangible assets to estimated fair value of Meredith. Depreciation and amortization is based on estimated remaining useful lives.

(l) Reflects adjustments to interest expense for the repayment of the outstanding Meredith debt, the repayment of the Media General 2021 Notes and the new debt issued by Media General to finance the Meredith Merger, based on an assumed weighted blended interest rate of 5.1%. The new debt to be issued by Media General is anticipated to be comprised of $945.0 million of unsecured financing and $1.855 billion of secured term loans. A 0.125% change in the assumed interest rate (on a blended basis) would increase or decrease annualized cash interest expenses by approximately $3.5 million.

(m) Reflects the tax effect of pro forma adjustments using the statutory rate of approximately 40% in effect for the period presented.

(n) Assumes that the 69.0 million shares of voting common stock estimates to be issued to acquire Meredith were outstanding for the entire period. Diluted common shares include an estimate of the dilutive effect of equity instruments including those expected to be issued to certain Meredith employees to replace outstanding Meredith stock options.

Meredith Media General
Pro Forma Condensed Combined Statements of Operations
(Unaudited, in thousands except per share amounts)

	For the Nine Months Ended September 30, 2015
	Media General			Meredith			Meredith Media General
	Media General Historical			Meredith Historical			Combined Company Pro Forma Adjustments				Pro Forma Combined Company
Net operating revenue	$	938,993		$	-		$	(938,993	)	(a)	$	-
Net operating advertising revenue		-			655,765			601,237		(a)		1,257,002
Circulation		-			260,507			-				260,507
All other		-			292,481			337,756		(a)		630,237
Total net operating revenue	$	938,993		$	1,208,753		$	-			$	2,147,746
Operating costs:
Operating expenses, excluding depreciation expense		403,537			469,949			(32,156	)	(b)		841,330
Selling, general and administrative expenses		238,298			543,587			(24,476	)	(b)		757,409
Amortization of program license rights		36,627			-			13,564		(b)		50,191
Corporate and other expenses		37,615			-			30,402		(b)		68,017
Depreciation and amortization		123,286			45,807			56,894		(c)		225,987
Gain related to property and equipment, net		(328	)		-			-				(328	)
Goodwill impairment		52,862			-			-				52,862
Merger-related expenses		18,907			-			(3,144	)	(b)(d)		15,763
Restructuring expenses		1,132			-			-				1,132
Total operating costs		911,936			1,059,343			41,084				2,012,363
Operating income (loss)		27,057			149,410			(41,084	)			135,383
Other income (expense):
Interest expense		(89,792	)		(15,638	)		(77,888	)	(e)		(183,318	)
Debt modification and extinguishment costs		(2,805	)		-			-				(2,805	)
Other, net		5,939			-			-				5,939
Total other income (expense)		(86,658	)		(15,638	)		(77,888	)			(180,184	)
Income (loss) before income taxes		(59,601	)		133,772			(118,972	)			(44,801	)
Income tax (expense) benefit		3,915			(54,908	)		47,589		(f)		(3,404	)
Net income (loss)		(55,686	)		78,864			(71,383	)			(48,205	)
Income (loss) attributable to noncontrolling interests (included above)		(1,395	)		-			-				(1,395	)
Net income (loss) attributable to Company	$	(54,291	)	$	78,864		$	(71,383	)		$	(46,810	)
Income (loss) per common share (basic)	$	(0.42	)								$	(0.24	)
Weighted average common shares (basic)		128,844						68,980		(g)		197,824
Income (loss) per common share (assuming dilution)	$	(0.42	)								$	(0.24	)
Weighted average common shares (assuming dilution)		128,844						68,980		(g)		197,824

See notes to the pro forma condensed combined financial statements.

(a) Reflects the reclassification of certain revenues of Media General to be consistent with the condensed combined financial statement revenue classification presented.

(b) Reflects the reclassification of certain operating costs of Meredith to be consistent with Media General's presentation.

(c) Reflects the increase in the depreciation and amortization expense resulting from the purchase price allocation of tangible and intangible assets to estimated fair value for Meredith. Depreciation and amortization is based on estimated remaining useful lives.

(d) Reflects the elimination of merger-related expenses incurred by Meredith and Media General.

(e) Reflects adjustments to interest expense for the repayment of the outstanding Meredith debt, the repayment of the Media General 2021 Notes and the new debt issued by Media General to finance the Meredith Merger, based on an assumed weighted blended interest rate of 5.1%. The new debt to be issued by Media General is anticipated to be comprised of $945.0 million of unsecured financing and $1.855 billion of secured term loans. A 0.125% change in the assumed interest rate ( on a blended basis) would increase or decrease annualized cash interest expenses by approximately $3.5 million.

(f) Reflects the tax effect of pro forma adjustments using the statutory rate of approximately 40% in effect for the period presented.

(g) Assumes that the 69.0 million shares of voting common stock estimates to be issued to acquire Meredith were outstanding for the entire period. Diluted common shares include an estimate of the dilutive effect of equity instruments including those expected to be issued to certain Meredith employees to replace outstanding Meredith stock options. For the nine months ending September 30, 2015, the pro forma combined company has excluded 4.7 million of common stock shares issuable for share options and restricted shares from the calculation of dilutive earnings per share because the net loss causes those shares to be anti-dilutive.

****

The unaudited pro forma condensed combined financial information does not reflect certain events that have occurred or may occur after the Meredith Merger. As such, the combined company’s financial statements may be materially different than the unaudited pro forma condensed combined financial information presented. The following material items are not reflected in the unaudited pro forma condensed combined financial information:

1. Media General expects to swap or otherwise divest certain television stations as part of the process of obtaining regulatory approvals for the Meredith Merger in the following markets: Portland, OR, Nashville, TN, Hartford, CT, Greenville, SC, Mobile, AL, and Springfield, MA. As the stations that will be swapped or otherwise divested are not yet known, the pro forma financial statements do not reflect any adjustments to pro forma revenue and expenses.

2. Meredith Merger transaction costs are excluded from the statement of operations and reflected on the balance sheet as an adjustment as required by the pro forma rules. GAAP requires these costs to be recorded as period expenses.

3. The pro forma condensed combined statements of operations reflect historical income tax expense of the respective companies and the tax effect of pro forma adjustments at the statutory rate. The effective tax rate of the combined company is expected to be closer to the statutory rate.

4. Following the Meredith Merger, operating synergies of approximately $85 million are estimated to be achieved. These operating synergies are not reflected in the pro forma condensed combined statement of operations.