8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): January 6, 2021

MEREDITH CORPORATION
(Exact name of registrant as specified in its charter)
Iowa	001-05128	42-0410230
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(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 or former address, if changed since last report: Not applicable

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $1	MDP	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ¨

Item 2.02 Results of Operations and Financial Condition

On January 6, 2021, Tom Harty, Chairman and Chief Executive Officer of Meredith Corporation (Meredith or the Company), along with other executive officers of the Company, will be presenting at the Citi 2021 Global TMT West Virtual Conference. Information to be presented includes the preliminary December 31, 2020, cash and cash equivalents balance that the Company estimates is more than $350 million, and preliminary political advertising revenues for the six months ended December 31, 2020, that the Company estimates are approximately $165 million. The presentation for the conference is attached as Exhibit 99.1 to this Current Report on Form 8-K. The cash and cash equivalents and political advertising revenues balances are preliminary and unaudited, they represent management's estimates as of the date of this report, and are subject to completion of the Company’s financial closing procedures.

In accordance with General Instruction B.2. of Form 8-K, the information in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act of 1933, as amended (the Securities Act), whether made before or after the date hereof, regardless of any incorporation language in such a filing, except as expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure

The executive officers of Meredith will be presenting the information attached as Exhibit 99.1 to this Current Report on Form 8-K at the investor conference on January 6, 2021.

The information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits
	99.1	Presentation at Citi 2021 Global TMT West Virtual Conference on January 6, 2021
	104	Cover Page Interactive Data File (formatted as Inline XBRL)

Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, that are subject to risks and uncertainties. These statements are based on management’s current knowledge and estimates of factors affecting the Company and its operations. Statements in this Current Report that are forward-looking include, but are not limited to, statements related to the Company’s expected cash and cash equivalents and political advertising revenues. Forward-looking statements can be identified by words such as may, should, expects, provides, anticipates, assumes, can, will, meets, could, likely, intends, might, predicts, seeks, would, believes, estimates, plans, continues, guidance or outlook, or variations of these words or similar expressions.

Actual results may differ materially from those currently anticipated. 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; the Company’s ability to comply with the terms of its debt financing; and the risk factors contained in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC), and the Company’s other filings with the SEC. 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.

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: January 6, 2021

EX-99.1

Citi 2021 Global TMT West Virtual Conference January 2021 Exhibit 99.1

2 Safe Harbor Statement and Non-GAAP Financial Measures CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This presentation contains certain forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, that are subject to risks and uncertainties. These statements are based on management’s current knowledge and estimates of factors affecting the Company and its operations. Statements in this presentation that are forward-looking include, but are not limited to, statements related to PEOPLE TV’s distribution and the Company’s anticipated 2021 fiscal year cash generation and liquidity. Forward-looking statements can be identified by words such as may, should, expects, provides, anticipates, assumes, can, will, meets, could, likely, intends, might, predicts, seeks, would, believes, estimates, plans, continues, guidance or outlook, or variations of these words or similar expressions. Actual results may differ materially from those currently anticipated. 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; the Company’s ability to comply with the terms of its debt financing; and the risk factors contained in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”), which is available on the SEC’s website at www.sec.gov, and the Company’s other filings with the SEC. 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. RATIONALE FOR USE AND ACCESS TO NON-GAAP RESULTS Management uses and presents GAAP and non-GAAP results to evaluate and communicate its performance. Non-GAAP measures should not be construed as alternatives to GAAP measures. Free cash flow, earnings from continuing operations before special items, operating profit before special items, adjusted EBITDA, adjusted EBITDA margin, and comparable results are common supplemental measures of performance used by investors and financial analysts. Management believes that free cash flow, earnings from continuing operations before special items, operating profit before special items, adjusted EBITDA, adjusted EBITDA margin, and comparable results provide additional analytical tools. Free cash flow is defined as net cash provided by operating activities less capital expenditures. This metric has been included as a measure of the Company’s liquidity and ability to fund its operations. Earnings from continuing operations before special items and operating profit before special items remove the impact of special items on earnings (loss) from continuing operations and operating profit (loss). Adjusted EBITDA is defined as earnings (loss) from continuing operations before interest expense, income taxes, depreciation, amortization, and special items. These special items have been removed as they have been deemed to be non- operational in nature. Comparable results remove the impact of portfolio changes in our magazine business to facilitate year-over-year comparisons. Management does not use adjusted EBITDA as a measure of liquidity or funds available for management’s discretionary use because it excludes certain contractual and nondiscretionary expenditures. Results before special items are supplemental non-GAAP financial measures. While these adjusted results are not a substitute for reported results under GAAP, management believes this information is useful as an aid to further understand Meredith’s current performance, performance trends and financial condition. Reconciliations of GAAP to non-GAAP measures are attached to this presentation and available at www.Meredith.com.

3 #1 Reach to Women. Local Market Leaders. TRUSTED BRANDS & SCALE AUDIENCES WHERE IT MATTERS MOST PHOENIX ATLANTA LAS VEGAS ST. LOUIS KANSAS CITY HEALTH + WELLNESS 102M Source: comScore Multi-Platform/MRI Fusion/Nielsen

4 Meredith: Improving and Evolving Net debt reduction is No. 1 priority 1 2 3 4 5 Fiscal 2021 off to an encouraging start Creating new monetization opportunities from powerful and trusted brands (i.e. Travel + Leisure partnership) Driving increased digital advertising and consumer revenues via unique new technology platform Optimizing legacy media businesses for profitability, cash flow

5 Fiscal 2021: Recovery, New Thinking & New Opportunities Continued strong consumer engagement across platforms National Media digital and Local Media political advertising delivering record results Magazine, TV non-political advertising recovering at expected pace Licensing, ecommerce revenues growing strongly PEOPLE TV distribution agreement with Sony Pictures National Media Group; New leaders to drive new growth initiatives

6 Digital and Consumer: Multiple Levers for Growth Historic Revenue Drivers Open Programmatic Newsstand Subscription Direct Digital Ad Sales Video Third Party eCommerce Lead Generation Consumer Affinity Marketing Licensing Content Commerce Membership Programs New Monetization Platform Drivers Newsstand Subscription Direct Digital Ad Sales Retransmission

7 Expanding Monetization Opportunities Innovative Partnerships Platform Expansions New Capabilities Product Launches PODCASTS DIGITAL VIDEO MEREDITH DATA STUDIO; INNOVATIVE TECHNOLOGY PLATFORM PEOPLE TV SEASON’S No. 1 NEW SHOWOPPORTUNITY TO MONETIZE >40 BRANDS

Optimizing Legacy Media Business for Profitability, Cash Flow Legacy National Media brands taking market share 4 Industry Comp. Set MDP CY19 30.8% 51.5% SHARE GAIN +2.6 points +2.9 points MDP CY20 36.3% 54.5% SHARE GAIN +5.5 points +3.0 points Election cycle illustrates political advertising value $44 $63 $103 $165 FY15 FY17 FY19 FY21 Forecast ~ Source: MediaRadar. CY20 is YTD through October $ in millions 8 Continue to optimize organization for efficiency and growth

9 Debt Reduction No. 1 Priority Long-term leverage goal remains 2.0x 1 2 3 Profitability improving due to recovering revenue and expense management Cash flow optimization showing solid progress driven by improvement in working capital and lower restructuring payments 4 Cost of debt reduced with attractive term structure and no maturities in the short-to-medium term

Debt reduction No. 1 priority, driven by optimization initiatives and improving cash flow Continue creating market leading content to grow audience & maximize significant consumer revenue opportunity Pursue ongoing innovation of digital and data capabilities, including prudent and targeted investment, across media platforms Continue to align organizational resources with future media consumption (e.g. digital, video) 10 2021 Priorities: De-lever, Build and Grow

Citi 2021 Global TMT West Virtual Conference January 2021

XML

Cover Page	Jan. 06, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 06, 2021
Entity Registrant Name	MEREDITH CORPORATION
Entity Incorporation, State or Country Code	IA
Entity File Number	001-05128
Entity Tax Identification Number	42-0410230
Entity Address, Address Line One	1716 Locust Street,
Entity Address, City or Town	Des Moines,
Entity Address, State or Province	IA
Entity Address, Postal Zip Code	50309-3023
City Area Code	(515)
Local Phone Number	284-3000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $1
Trading Symbol	MDP
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000065011
Amendment Flag	false