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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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For the fiscal year ended
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June 30, 2020
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MEREDITH CORPORATION
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(Exact name of registrant as specified in its charter)
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Iowa
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42-0410230
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1716 Locust Street,
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Des Moines,
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Iowa
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50309-3023
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(Address of principal executive offices)
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(ZIP Code)
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Registrant’s telephone number, including area code:
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(515)
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284-3000
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, par value $1
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MDP
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
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Title of class
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Class B Common Stock, par value $1
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DOCUMENT INCORPORATED BY REFERENCE
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Certain portions of the Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on
November 11, 2020, are incorporated by reference into Part III of this Form 10-K to the extent described therein.
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TABLE OF CONTENTS
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Page
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Part I
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Business
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Description of Business
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National Media
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Local Media
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Information about our Executive Officers
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Employees
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Other
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Available Information
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Forward-Looking Statements
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Risk Factors
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Unresolved Staff Comments
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Properties
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Legal Proceedings
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Mine Safety Disclosures
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Part II
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Market for Registrant’s Common Equity, Related Shareholder Matters, and
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Issuer Purchases of Equity Securities
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Selected Financial Data
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Management’s Discussion and Analysis of Financial Condition and
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Results of Operations
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Quantitative and Qualitative Disclosures About Market Risk
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Financial Statements and Supplementary Data
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Changes in and Disagreements with Accountants on Accounting and
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Financial Disclosure
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Controls and Procedures
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Other Information
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Part III
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Directors, Executive Officers, and Corporate Governance
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Executive Compensation
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Security Ownership of Certain Beneficial Owners and Management and
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Related Stockholder Matters
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Certain Relationships and Related Transactions, and Director Independence
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Principal Accountant Fees and Services
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Part IV
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Exhibits and Financial Statement Schedules
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Form 10-K Summary
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Meredith Corporation and its consolidated subsidiaries are referred to in this Annual Report on Form 10-K
(Form 10-K) as Meredith, the Company, we, our, and us.
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PART I |
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•
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Implementing a careful, phased reopening of our offices and television broadcast stations where permitted by local regulations.
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•
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Providing masks and other personal protective equipment for those employees who have returned to work at our offices and television broadcast stations.
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•
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Ensuring proper distancing or barriers between workstations and requiring masks and social distancing in common areas.
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•
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Increasing the frequency and intensity of janitorial cleaning and adding sanitizing stations, public cleaning supplies, and signage throughout the worksite.
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Educating returning team members about disease prevention, including hygiene and cleaning, through required video and online training.
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•
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Launching an online daily worksite entry questionnaire that must be completed prior to entry to a worksite.
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•
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Implementing a work-from-home policy for most staff positions and suspending non-critical business travel.
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•
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Devoting resources to assisting employees diagnosed with COVID-19 and implementing immediate contact tracing and support to other potential close contact employees.
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Raising $710 million of new secured debt and using the proceeds, along with existing cash on hand, to redeem all outstanding shares of our perpetual convertible redeemable non-voting Series A preferred stock (Series A preferred stock).
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•
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Repaying the $35 million outstanding balance under our revolving line of credit.
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Amending our revolving line of credit facility providing for a “Covenant Relief Period” through March 31, 2022, during which the Company will have greater access to borrowings under the facility by increasing the consolidated net leverage ratio financial covenant initially from 4.25x to 6.0x before stepping down in several increments to 5.0x. The financial covenant only applies when Meredith’s borrowings under the facility exceed 30 percent of the amount available under the facility.
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•
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Pausing our common stock and class B stock dividends, with the intention of reviewing our dividend policy as developments warrant.
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Temporarily reducing pay for our Board of Directors, our executives, and approximately 60 percent of our employees.
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•
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Limiting discretionary spending across the organization.
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•
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Re-prioritizing our capital projects.
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Title
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Related Websites
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Description
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Frequency
per Year
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Year-end
Rate Base
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1
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Better Homes & Gardens
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bhg.com
traditionalhome.com
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Women’s service
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12
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7,600,000
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People
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people.com
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Celebrity
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52
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3,400,000
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Southern Living
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southernliving.com
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Travel and lifestyle
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11
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2,800,000
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Shape
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shape.com
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Women’s lifestyle
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10
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2,500,000
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Parents
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parents.com
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Parenting
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12
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2,200,000
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Martha Stewart Living
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marthastewart.com
marthastewartweddings.com
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Women’s service
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10
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2,050,000
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Real Simple
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realsimple.com
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Women’s service
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12
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1,975,000
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EatingWell
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eatingwell.com
cookinglight.com
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Food
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10
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1,775,000
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InStyle
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instyle.com
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Women’s lifestyle
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12
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1,700,000
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Entertainment Weekly
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ew.com
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Entertainment
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12
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1,500,000
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Allrecipes
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allrecipes.com
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Food
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6
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1,400,000
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Health
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health.com
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Women’s lifestyle
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10
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1,350,000
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Midwest Living
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midwestliving.com
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Travel and lifestyle
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6
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950,000
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Travel + Leisure
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travelandleisure.com
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Travel and lifestyle
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12
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950,000
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Food & Wine
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foodandwine.com
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Food
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12
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925,000
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People en Español
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peopleenespanol.com
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Celebrity
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9
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500,000
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Successful Farming
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agriculture.com
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Farming business
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13
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390,000
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1
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Rate base is the circulation guaranteed to advertisers. Actual circulation generally exceeds rate base and, for most of the Company’s titles, is tracked by the Alliance for Audited Media, which issues periodic statements for audited magazines.
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Station,
Market
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DMA
National
Rank 1
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Network
Affiliation
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Related Website
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Expiration
Date of Network Affiliation
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Virtual
Channel
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Expiration
Date of FCC
License
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Average
Audience
Share 2
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WGCL-TV
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10
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CBS
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cbs46.com
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July 2023
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46
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April 2021
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4.8%
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Atlanta, GA
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WPCH-TV
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10
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Independent
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n/a
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n/a
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17
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April 2021
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0.9 %
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Atlanta, GA
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KPHO-TV
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11
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CBS
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azfamily.com
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July 2023
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5
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October 2022
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6.0%
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Phoenix, AZ
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KTVK
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11
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Independent
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azfamily.com
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n/a
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3
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October 2022
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4.4%
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Phoenix, AZ
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KPTV
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22
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FOX
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kptv.com
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July 2022
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12
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February 2023
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6.5%
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Portland, OR
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•
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We may in the future experience significant reductions or volatility in demand for one or more of our products, which may be caused by, among other things: the temporary inability of consumers to purchase our products due to illness, quarantine or other travel restrictions, or financial hardship, shifts in demand away from one or more of our products; if prolonged, such impacts may further increase the difficulty of planning for operations and may negatively impact our results;
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•
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We may in the future experience significant reductions in the availability of one or more of our products as a result of retailers or shippers modifying restocking, fulfillment, and shipping practices;
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•
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We may in the future be unable to meet our customers’ needs and achieve cost targets due to disruptions in our manufacturing operations or supply arrangements caused by the loss or disruption of essential manufacturing and supply elements such as raw materials or finished product components, transportation resources, workforce availability, or other manufacturing and distribution capability;
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•
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We may in the future be unable to effectively manage evolving health and welfare strategies, including, but not limited to, ongoing or not yet fully known costs related to operational adjustments to ensure continued employee and consumer safety and adherence to health guidelines as they are modified and supplemented;
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•
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We may in the future be impacted by the failure of third parties on which we rely, including those third parties who print our magazines, supply necessary operating materials, distributors, contractors, commercial banks, and external business partners, to meet their obligations to the Company, or significant disruptions in their ability to do so, which may be caused by their own financial or operational difficulties and may negatively impact our operations; and
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•
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We may in the future be impacted by significant changes in the political conditions in markets in which we sell or distribute our products, including quarantines, governmental or regulatory actions, closures, or other restrictions that restrict our employees’ ability to travel or perform necessary business functions, or otherwise prevent our third-party partners, suppliers, or customers from sufficiently staffing operations, including operations necessary for the production, distribution, sale, and support of our products, which could negatively impact our results.
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•
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increase our vulnerability to general adverse economic and industry conditions;
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•
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limit our ability to obtain additional financing to fund future working capital, capital expenditures, and other general corporate requirements or to carry out other aspects of our business;
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•
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increase our cost of borrowing;
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•
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make it more difficult for us to satisfy our obligations with respect to our debt;
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•
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require us to dedicate a substantial portion of our cash flow from operations to payments on indebtedness, thereby reducing the availability of such cash flow to fund working capital, capital expenditures, and other general corporate requirements or to carry out other aspects of our business;
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•
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limit our ability to make material acquisitions or take advantage of business opportunities that may arise;
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•
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expose us to fluctuations in interest rates, to the extent our borrowings bear variable rates of interest;
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•
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limit our flexibility in planning for, or reacting to, changes in our business and industry;
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•
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limit our ability to pay dividends;
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•
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place us at a potential disadvantage compared to our competitors that have less debt; and
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•
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affect our credit ratings.
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•
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pay dividends or distributions, repurchase equity, prepay, redeem or repurchase certain debt, and make certain investments;
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•
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incur additional debt and issue certain preferred stock;
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•
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provide guarantees in respect of obligations of other persons;
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•
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incur liens on assets;
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•
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engage in certain asset sales, including capital stock of our subsidiaries;
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•
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merge, consolidate with, or sell all or substantially all our assets to another person;
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•
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enter into transactions with affiliates;
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•
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enter into agreements that restrict distributions from our subsidiaries;
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•
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designate subsidiaries as unrestricted subsidiaries; and
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•
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prohibit certain restrictions on the ability of restricted subsidiaries to pay dividends or make other payments to us.
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•
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limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, or other general business purposes;
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•
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limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions, or other general business purposes;
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•
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require us to use a substantial portion of our cash flow from operations to make debt service payments;
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•
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limit our flexibility to plan for, or react to, changes in our business and industry;
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•
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place us at a competitive disadvantage compared to less leveraged competitors; and
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•
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increase our vulnerability to the impact of adverse economic and industry conditions.
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The preceding risk factors should not be construed as a complete list of factors that
may affect our future operations and financial results.
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PART II |
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Period
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(a)
Total number
of shares
purchased 1
|
(b)
Average price
paid
per share
|
(c)
Total number of shares
purchased as part of
publicly announced
programs
|
(d)
Approximate dollar value of shares
that may yet be
purchased under the
programs
|
||||||||||||||
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(in millions)
|
||||||||
April 1 to
April 30, 2020 |
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946
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|
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$
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12.22
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946
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$
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46.6
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May 1 to
May 31, 2020 |
|
709
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|
|
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13.61
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|
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709
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|
|
|
46.6
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|
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June 1 to
June 30, 2020 |
|
163
|
|
|
|
18.63
|
|
|
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163
|
|
|
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46.6
|
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Total
|
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1,818
|
|
|
|
|
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|
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1,818
|
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1
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The number of shares purchased includes 946 shares in April 2020, 709 shares in May 2020, and 163 shares in June 2020 delivered or deemed to be delivered to us in satisfaction of tax withholding on the vesting of restricted shares. These shares are included as part of our repurchase program and reduce the repurchase authority granted by our Board.
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•
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We built a new technology platform with robust data capabilities supporting our expanding digital activities. This new proprietary platform, which unifies legacy platforms onto the same technology stack, includes not only our content management system, but also our proprietary taxonomy, our first-party data, and our user identity graph. This prepares us well for a world where third party cookies are no longer supported.
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•
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We advanced our video and audio strategies. Video views grew more than 50 percent in fiscal 2020 across our owned and operated properties. Responding to consumer demand, we published a third more videos during fiscal 2020. We also launched a series of new podcasts under the Allrecipes, Southern Living, and Parents brands as a way to tell stories in an increasingly popular way. We have more planned, including a new People podcast.
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•
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We added to our subscription acquisition and e-commerce capabilities, which are important avenues for growth. Meredith first entered the e-commerce space with the acquisition of ShopNation seven years ago. Since then, revenue growth from our e-commerce activities, including digital couponing, content, and affiliate commerce, has been exceptionally strong – up 28 percent in fiscal 2020.
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•
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Launched Reveal, a new lifestyle magazine partnering with Property Brothers television show hosts Drew and Jonathan Scott; Sweet July, with best-selling author, restaurateur, and television host Ayesha Curry; and a new multimedia personal finance brand Millie that is dedicated to helping women achieve their financial goals.
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•
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Re-aligned several brands in our national media portfolio to improve efficiency. This included closing Family Circle magazine and transitioning Rachael Ray Every Day to a premium newsstand title published on a quarterly basis. This strategy has proven successful with other of our brands, including Coastal Living, Cooking Light, and Traditional Home. The latter three brands are now also offering subscriptions at a higher price point than under the previous advertising-driven model.
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•
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Completed the last of our planned asset sales. This included the Money brand, FanSided, and Meredith's interests in Viant and Xumo.
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•
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Launched two national television shows based on the People and Southern Living brands. People Now was a weekend program during fiscal 2020 and is expected to become a daily primetime show across our network in early fiscal 2021. Similarly, Southern Living has been expanded to weekly syndication. Leveraging our leading brands across additional platforms is an exciting opportunity and something we hope to scale over time.
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•
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Continued to expand news production and are now producing 745 hours of local content each week. We have seen significant growth in ratings as a result of consumer interest in local news during the COVID-19 pandemic.
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•
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Visits to our digital brands grew by 14 percent in our fiscal 2020 fourth quarter compared to the prior-year period, driven by strong growth in brands focused on food, health, and home lifestyle categories that give Meredith access to an extremely wide audience. These include Allrecipes, Shape, and Martha Stewart.
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•
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Our licensing and digital and other consumer driven revenues grew 8 percent in the fourth quarter of fiscal 2020 and 12 percent in fiscal 2020. This growth was driven primarily by Apple News + royalties, e-commerce, and our performance marketing activities. It also included stronger sales of our branded products at retail – particularly our Better Homes & Gardens line at Walmart.
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•
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Our magazine business is the largest in the United States, reaching more than 120 million women. This is nearly 95 percent of women and is one of our most powerful points of differentiation. People is the industry’s largest brand, reaching nearly 90 million unduplicated consumers. Allrecipes, which has seen strong consumer growth with an acceleration due to COVID-19, is now the industry’s No. 2 brand. Better Homes & Gardens is also in the top 10. On average, we sell approximately 70 magazines brands at newsstand and more than 30 subscriptions every minute.
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•
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We continued to see strong growth in various subscription channels that drive high lifetime subscriber value in our fiscal 2020 fourth quarter. These include our owned and operated digital properties, paid search, direct mail, and renewal campaigns. For example:
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◦
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Demand via our digital and partner networks is strong. Since mid-March, we have seen consistent year-over-year growth with conversion rates 50 percent higher than normal.
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◦
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Traditional magazine subscription acquisition and renewal efforts for all of our major titles are up strongly as well. For example, two direct mail campaigns for the People brand are performing more than 50 percent above targets, and a campaign for Southern Living is performing at twice our expectations. In addition, renewals are pacing well above historical trends.
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◦
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Our newsstand business, Meredith Premium Publishing, produces 300 special interest issues annually at prices ranging from $10 to $15. Our strong consumer data capability and high-quality brands are competitive advantages, giving us the ability to adapt quickly to changing trends and produce content consumers want under brands that have strong consumer recognition. During Fiscal 2020, we added almost 20 percent more magazine pockets at newsstand, bringing our total to 1.9 million.
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•
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Our television stations’ focus on their individual markets drove strong ratings performance throughout the fiscal year. For example, during the July 2020 rating period, our stations in 7 of our 12 markets ranked No. 1 or No. 2 from sign-on to sign-off. It also drove digital results, as the number of visits to our local media sites grew 18 percent in fiscal 2020.
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•
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We grew retransmission revenues by 10 percent in fiscal 2020 as we renewed nearly 60 percent of our retransmission consent relationships and all our CBS affiliations.
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•
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The Company recorded a non-cash impairment charge of $252.7 million to reduce the carrying value of the national media segment's goodwill. In addition, the Company recorded non-cash impairment charges of $26.4 million to reduce the value of several of the national media segment's trademarks and $22.3 million to reduce the value of one of the local media segment's FCC licenses.
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•
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The Company recognized a non-cash impairment charge of $87.9 million in the national media segment related to vacant leased space at its location in New York City.
|
•
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The Company estimates that cancellations or delays in advertising campaigns, declines in newsstand sales, and the cancellation of events due to the economic impacts of the COVID-19 pandemic resulted in a $153.7 million adverse impact on revenues in fiscal 2020. Correspondingly, the Company estimates that operating expenses declined $70.6 million due to the economic impacts of the COVID-19 pandemic.
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•
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National media revenues decreased 11 percent primarily due to declines in print advertising and subscription revenues as a result of portfolio changes and a reduction in advertising related and consumer related revenues due to the impact of the COVID-19 pandemic partially offset by increases in digital and other consumer driven and other revenues. Operating expenses increased primarily due to the goodwill, vacated lease space, and trademark impairment charges noted above. Due primarily to the impairment charges, the national media segment ended fiscal 2020 with an operating loss of $167.7 million.
|
•
|
Local media revenues decreased 11 percent primarily due to declines in high margin political advertising revenues due to the cyclical nature of political advertising and a reduction in non-political and third party advertising related revenues due to the impact of the COVID-19 pandemic. Operating profit declined 48 percent primarily due to lower political advertising revenues and other advertising related revenues and the non-cash impairment charge noted above.
|
•
|
Unallocated corporate expenses decreased $44.9 million primarily due to reductions in integration and exit costs and performance-based compensation expenses.
|
•
|
The Company raised $710 million of new secured debt, and used the proceeds, along with existing cash on hand, to redeem all outstanding Series A preferred stock.
|
•
|
The Company reported a net loss from continuing operations for fiscal 2020 of $209.0 million reflecting the non-cash impairment charges of $389.3 million ($327.6 million after-tax). Absent impairment charges in both years, the Company would have had net earnings from continuing operations of $118.6 million compared to $160.3 million in fiscal 2019, a decline of 26 percent.
|
•
|
In fiscal 2020, we generated $306.6 million in operating cash flows, invested $55.4 million in capital improvements, and invested $23.1 million in acquisitions of and investments in businesses.
|
Years ended June 30,
|
2020
|
|
|
Change
|
2019
|
|
|
Change
|
2018
|
|
|||||||
(In millions except per share data)
|
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
$
|
2,848.6
|
|
|
(11
|
)%
|
|
$
|
3,188.5
|
|
|
41
|
%
|
|
$
|
2,264.2
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
||||||||
Costs and expenses
|
(2,526.6
|
)
|
|
(8
|
)%
|
|
(2,758.8
|
)
|
|
39
|
%
|
|
(1,984.5
|
)
|
|||
Acquisition, disposition, and restructuring related activities
|
(26.8
|
)
|
|
(73
|
)%
|
|
(100.9
|
)
|
|
(41
|
)%
|
|
(170.1
|
)
|
|||
Impairment of goodwill and other long-lived assets
|
(389.3
|
)
|
|
n/m
|
|
|
(41.8
|
)
|
|
84
|
%
|
|
(22.7
|
)
|
|||
Total operating expenses
|
(2,942.7
|
)
|
|
1
|
%
|
|
(2,901.5
|
)
|
|
33
|
%
|
|
(2,177.3
|
)
|
|||
Income (loss) from operations
|
$
|
(94.1
|
)
|
|
n/m
|
|
|
$
|
287.0
|
|
|
n/m
|
|
|
$
|
86.9
|
|
Net earnings (loss) from continuing operations
|
$
|
(209.0
|
)
|
|
n/m
|
|
|
$
|
129.1
|
|
|
13
|
%
|
|
$
|
114.0
|
|
Net earnings (loss)
|
(234.3
|
)
|
|
n/m
|
|
|
46.3
|
|
|
(53
|
)%
|
|
99.4
|
|
|||
Diluted earnings (loss) per common share from continuing operations
|
(9.85
|
)
|
|
n/m
|
|
|
1.12
|
|
|
(37
|
)%
|
|
1.79
|
|
|||
Diluted earnings (loss) per common share
|
(10.41
|
)
|
|
n/m
|
|
|
(0.70
|
)
|
|
n/m
|
|
|
1.47
|
|
|||
n/m - Not meaningful
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
2020
|
|
|
Change
|
2019
|
|
|
Change
|
2018
|
|
|||||||
(In millions)
|
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
2,081.6
|
|
|
(11
|
)%
|
|
$
|
2,326.6
|
|
|
48
|
%
|
|
$
|
1,572.6
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
||||||||
Costs and expenses
|
(1,879.9
|
)
|
|
(11
|
)%
|
|
(2,104.5
|
)
|
|
48
|
%
|
|
(1,421.8
|
)
|
|||
Acquisition, disposition, and restructuring related activities
|
(2.4
|
)
|
|
(96
|
)%
|
|
(54.3
|
)
|
|
26
|
%
|
|
(43.1
|
)
|
|||
Impairment of goodwill and other long-lived assets
|
(367.0
|
)
|
|
n/m
|
|
|
(41.8
|
)
|
|
84
|
%
|
|
(22.7
|
)
|
|||
Total operating expenses
|
(2,249.3
|
)
|
|
2
|
%
|
|
(2,200.6
|
)
|
|
48
|
%
|
|
(1,487.6
|
)
|
|||
Operating profit (loss)
|
$
|
(167.7
|
)
|
|
n/m
|
|
|
$
|
126.0
|
|
|
48
|
%
|
|
$
|
85.0
|
|
n/m - Not meaningful
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
2020
|
|
Change
|
2019
|
|
Change
|
2018
|
|
|||||||||
(In millions)
|
|
|
|
|
|
|
|
|
|
||||||||
Advertising related
|
|
|
|
|
|
|
|
|
|
||||||||
Print
|
$
|
553.5
|
|
|
(20
|
)%
|
|
$
|
690.1
|
|
|
37
|
%
|
|
$
|
501.9
|
|
Digital
|
376.8
|
|
|
(5
|
)%
|
|
394.9
|
|
|
56
|
%
|
|
253.8
|
|
|||
Third party sales
|
63.1
|
|
|
(3
|
)%
|
|
65.3
|
|
|
n/m
|
|
|
19.8
|
|
|||
Total advertising related
|
993.4
|
|
|
(14
|
)%
|
|
1,150.3
|
|
|
48
|
%
|
|
775.5
|
|
|||
Consumer related
|
|
|
|
|
|
|
|
|
|
||||||||
Subscription
|
611.8
|
|
|
(15
|
)%
|
|
716.1
|
|
|
71
|
%
|
|
419.9
|
|
|||
Newsstand
|
150.8
|
|
|
(9
|
)%
|
|
165.5
|
|
|
69
|
%
|
|
98.1
|
|
|||
Affinity marketing
|
67.4
|
|
|
1
|
%
|
|
66.7
|
|
|
n/m
|
|
|
30.4
|
|
|||
Licensing
|
98.0
|
|
|
3
|
%
|
|
95.2
|
|
|
30
|
%
|
|
73.0
|
|
|||
Digital and other consumer driven
|
72.8
|
|
|
28
|
%
|
|
56.8
|
|
|
96
|
%
|
|
29.0
|
|
|||
Total consumer related
|
1,000.8
|
|
|
(9
|
)%
|
|
1,100.3
|
|
|
69
|
%
|
|
650.4
|
|
|||
Other
|
|
|
|
|
|
|
|
|
|
||||||||
Project based
|
56.7
|
|
|
12
|
%
|
|
50.5
|
|
|
(55
|
)%
|
|
111.0
|
|
|||
Other
|
30.7
|
|
|
20
|
%
|
|
25.5
|
|
|
(29
|
)%
|
|
35.7
|
|
|||
Total other
|
87.4
|
|
|
15
|
%
|
|
76.0
|
|
|
(48
|
)%
|
|
146.7
|
|
|||
Total revenues
|
$
|
2,081.6
|
|
|
(11
|
)%
|
|
$
|
2,326.6
|
|
|
48
|
%
|
|
$
|
1,572.6
|
|
n/m - Not meaningful
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
2020
|
|
|
Change
|
2019
|
|
|
Change
|
2018
|
|
||||
People 1
|
1,941
|
|
|
(16
|
)%
|
|
2,303
|
|
|
78
|
%
|
|
1,293
|
|
InStyle 1
|
933
|
|
|
(14
|
)%
|
|
1,081
|
|
|
74
|
%
|
|
621
|
|
Better Homes & Gardens
|
860
|
|
|
(9
|
)%
|
|
942
|
|
|
(8
|
)%
|
|
1,027
|
|
Southern Living 1
|
738
|
|
|
(10
|
)%
|
|
816
|
|
|
100
|
%
|
|
407
|
|
Real Simple 1
|
738
|
|
|
1
|
%
|
|
733
|
|
|
99
|
%
|
|
369
|
|
Travel + Leisure 1
|
735
|
|
|
(4
|
)%
|
|
764
|
|
|
133
|
%
|
|
328
|
|
Parents
|
701
|
|
|
(14
|
)%
|
|
817
|
|
|
(2
|
)%
|
|
833
|
|
Food & Wine 1
|
573
|
|
|
(8
|
)%
|
|
620
|
|
|
112
|
%
|
|
292
|
|
Health 1
|
506
|
|
|
(1
|
)%
|
|
510
|
|
|
94
|
%
|
|
263
|
|
Shape
|
504
|
|
|
(13
|
)%
|
|
579
|
|
|
(22
|
)%
|
|
739
|
|
Successful Farming
|
464
|
|
|
(7
|
)%
|
|
501
|
|
|
(13
|
)%
|
|
574
|
|
EatingWell
|
461
|
|
|
12
|
%
|
|
410
|
|
|
16
|
%
|
|
352
|
|
Martha Stewart Living
|
453
|
|
|
(19
|
)%
|
|
560
|
|
|
(5
|
)%
|
|
592
|
|
People en Español 1
|
375
|
|
|
(15
|
)%
|
|
442
|
|
|
89
|
%
|
|
234
|
|
Family Circle 2
|
342
|
|
|
(54
|
)%
|
|
750
|
|
|
(14
|
)%
|
|
877
|
|
Entertainment Weekly 1, 3
|
307
|
|
|
(37
|
)%
|
|
491
|
|
|
69
|
%
|
|
290
|
|
Allrecipes
|
285
|
|
|
3
|
%
|
|
276
|
|
|
(5
|
)%
|
|
292
|
|
Midwest Living
|
269
|
|
|
(11
|
)%
|
|
302
|
|
|
(8
|
)%
|
|
327
|
|
Wood
|
179
|
|
|
(16
|
)%
|
|
214
|
|
|
(7
|
)%
|
|
229
|
|
Rachael Ray In Season 4
|
168
|
|
|
(57
|
)%
|
|
392
|
|
|
(13
|
)%
|
|
451
|
|
Traditional Home 5
|
69
|
|
|
(82
|
)%
|
|
373
|
|
|
(21
|
)%
|
|
471
|
|
Cooking Light 1, 6
|
—
|
|
|
(100
|
)%
|
|
273
|
|
|
1
|
%
|
|
270
|
|
Coastal Living 1, 7
|
—
|
|
|
(100
|
)%
|
|
75
|
|
|
(55
|
)%
|
|
167
|
|
1 Since date of acquisition in fiscal 2018.
|
||||||||||||||
2 Closed effective with the December 2019 issue.
|
||||||||||||||
3 Effective with the August 2019 issue, transitioned to a monthly subscription title.
|
||||||||||||||
4 Effective with the Winter/Spring 2020 issue, became a quarterly newsstand-only publication.
|
||||||||||||||
5 Effective after the Fall/Winter 2019 issue, became a quarterly newsstand-only bookazine. Effective with the Fall/Winter 2020 issue,
will become a quarterly subscription title.
|
||||||||||||||
6 Merged into EatingWell effective January 2019 and became a newsstand-only bookazine. Effective with the Winter 2020 issue,
became a quarterly subscription title.
|
||||||||||||||
7 Effective March 2019, became a quarterly newsstand-only bookazine. Effective with the Winter 2020 issue, became a quarterly
subscription title.
|
Years ended June 30,
|
2020
|
|
|
Change
|
2019
|
|
|
Change
|
2018
|
|
|||||||
(In millions)
|
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
769.3
|
|
|
(11
|
)%
|
|
$
|
863.8
|
|
|
25
|
%
|
|
$
|
693.1
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
||||||||
Costs and expenses
|
(598.7
|
)
|
|
2
|
%
|
|
(584.3
|
)
|
|
16
|
%
|
|
(505.5
|
)
|
|||
Acquisition, disposition, and restructuring related activities
|
(2.3
|
)
|
|
92
|
%
|
|
(1.2
|
)
|
|
33
|
%
|
|
(0.9
|
)
|
|||
Impairment of long-lived assets
|
(22.3
|
)
|
|
n/m
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
|
(623.3
|
)
|
|
6
|
%
|
|
(585.5
|
)
|
|
16
|
%
|
|
(506.4
|
)
|
|||
Operating profit
|
$
|
146.0
|
|
|
(48
|
)%
|
|
$
|
278.3
|
|
|
49
|
%
|
|
$
|
186.7
|
|
n/m - Not meaningful
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
2020
|
|
|
Change
|
2019
|
|
|
Change
|
|
|
2018
|
|
|||||
(In millions)
|
|
|
|
|
|
|
|
|
|
||||||||
Advertising related
|
|
|
|
|
|
|
|
|
|
||||||||
Non-political spot
|
$
|
285.6
|
|
|
(12
|
)%
|
|
$
|
323.3
|
|
|
(3
|
)%
|
|
$
|
333.7
|
|
Political spot
|
23.9
|
|
|
(77
|
)%
|
|
102.9
|
|
|
n/m
|
|
|
16.1
|
|
|||
Digital
|
17.7
|
|
|
12
|
%
|
|
15.8
|
|
|
4
|
%
|
|
15.2
|
|
|||
Third party sales
|
80.7
|
|
|
(16
|
)%
|
|
96.2
|
|
|
86
|
%
|
|
51.7
|
|
|||
Total advertising related
|
407.9
|
|
|
(24
|
)%
|
|
538.2
|
|
|
29
|
%
|
|
416.7
|
|
|||
Consumer related
|
347.9
|
|
|
10
|
%
|
|
316.5
|
|
|
17
|
%
|
|
270.9
|
|
|||
Other
|
13.5
|
|
|
48
|
%
|
|
9.1
|
|
|
65
|
%
|
|
5.5
|
|
|||
Total revenues
|
$
|
769.3
|
|
|
(11
|
)%
|
|
$
|
863.8
|
|
|
25
|
%
|
|
$
|
693.1
|
|
n/m - Not meaningful
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
2020
|
|
|
Change
|
2019
|
|
|
Change
|
2018
|
|
|||||||
(In millions)
|
|
|
|
|
|
|
|
|
|
||||||||
Costs and expenses
|
$
|
50.3
|
|
|
(30
|
)%
|
|
$
|
71.9
|
|
|
22
|
%
|
|
$
|
58.7
|
|
Acquisition, disposition, and restructuring related activities
|
22.1
|
|
|
(51
|
)%
|
|
45.4
|
|
|
(64
|
)%
|
|
126.1
|
|
|||
Unallocated corporate expenses
|
$
|
72.4
|
|
|
(38
|
)%
|
|
$
|
117.3
|
|
|
(37
|
)%
|
|
$
|
184.8
|
|
Years ended June 30,
|
2020
|
|
|
Change
|
2019
|
|
|
Change
|
2018
|
|
|||||||
(In millions)
|
|
|
|
|
|
|
|
|
|
||||||||
Production, distribution, and editorial
|
$
|
1,047.6
|
|
|
(10
|
)%
|
|
$
|
1,161.2
|
|
|
34
|
%
|
|
$
|
868.0
|
|
Selling, general, and administrative
|
1,259.1
|
|
|
(7
|
)%
|
|
1,350.0
|
|
|
37
|
%
|
|
987.5
|
|
|||
Acquisition, disposition, and restructuring related activities
|
26.8
|
|
|
(73
|
)%
|
|
100.9
|
|
|
(41
|
)%
|
|
170.1
|
|
|||
Depreciation and amortization
|
219.9
|
|
|
(11
|
)%
|
|
247.6
|
|
|
92
|
%
|
|
129.0
|
|
|||
Impairment of goodwill and other long-lived assets
|
389.3
|
|
|
n/m
|
|
|
41.8
|
|
|
84
|
%
|
|
22.7
|
|
|||
Operating expenses
|
$
|
2,942.7
|
|
|
1
|
%
|
|
$
|
2,901.5
|
|
|
33
|
%
|
|
$
|
2,177.3
|
|
n/m - Not meaningful
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
(In millions except per share data)
|
|
|
|
|
|
||||||
Revenues
|
$
|
112.1
|
|
|
$
|
423.4
|
|
|
$
|
253.8
|
|
Costs and expenses
|
(108.6
|
)
|
|
(408.5
|
)
|
|
(242.7
|
)
|
|||
Impairment of goodwill
|
(16.0
|
)
|
|
(8.5
|
)
|
|
—
|
|
|||
Interest expense
|
(2.1
|
)
|
|
(21.4
|
)
|
|
(11.9
|
)
|
|||
Gain (loss) on disposal
|
12.3
|
|
|
2.1
|
|
|
(12.3
|
)
|
|||
Loss before income taxes
|
(2.3
|
)
|
|
(12.9
|
)
|
|
(13.1
|
)
|
|||
Income tax expense
|
(23.0
|
)
|
|
(69.9
|
)
|
|
(1.5
|
)
|
|||
Loss from discontinued operations, net of income taxes
|
$
|
(25.3
|
)
|
|
$
|
(82.8
|
)
|
|
$
|
(14.6
|
)
|
Loss per common share from discontinued operations
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.56
|
)
|
|
$
|
(1.83
|
)
|
|
$
|
(0.32
|
)
|
Diluted
|
(0.56
|
)
|
|
(1.82
|
)
|
|
(0.32
|
)
|
Years ended June 30,
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
(In millions)
|
|
|
|
|
|
||||||
Cash flows from operating activities
|
$
|
306.6
|
|
|
$
|
245.3
|
|
|
$
|
149.9
|
|
Cash flows from investing activities
|
3.1
|
|
|
374.3
|
|
|
(2,616.7
|
)
|
|||
Cash flows from financing activities
|
(216.7
|
)
|
|
(1,013.6
|
)
|
|
2,917.5
|
|
|||
Effect of exchange rate changes
|
(0.5
|
)
|
|
(1.4
|
)
|
|
(4.1
|
)
|
|||
Change in cash held-for-sale
|
(5.1
|
)
|
|
2.8
|
|
|
(31.3
|
)
|
|||
Net cash flows
|
$
|
87.4
|
|
|
$
|
(392.6
|
)
|
|
$
|
415.3
|
|
Cash and cash equivalents
|
$
|
132.4
|
|
|
$
|
45.0
|
|
|
$
|
437.6
|
|
Total long-term debt
|
3,045.4
|
|
|
2,370.4
|
|
|
3,195.5
|
|
|||
Shareholders’ equity
|
388.2
|
|
|
974.6
|
|
|
1,097.5
|
|
|||
Debt to total capitalization
|
89
|
%
|
|
71
|
%
|
|
74
|
%
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
Contractual obligations
|
Total
|
|
|
Less than
1 Year
|
|
|
2-3
Years
|
|
|
4-5
Years
|
|
|
After 5
Years
|
|
||||||
(In millions)
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total long-term debt
|
$
|
3,045.4
|
|
|
$
|
4.1
|
|
|
$
|
8.2
|
|
|
$
|
1,460.2
|
|
|
$
|
1,572.9
|
|
|
Debt interest 1
|
858.8
|
|
|
156.8
|
|
|
313.0
|
|
|
291.7
|
|
|
97.3
|
|
||||||
Broadcast rights and network programming
|
707.6
|
|
|
251.2
|
|
|
451.1
|
|
|
4.6
|
|
|
0.7
|
|
||||||
Operating leases
|
673.7
|
|
|
60.7
|
|
|
119.2
|
|
|
122.1
|
|
|
371.7
|
|
||||||
Financing leases
|
4.6
|
|
|
1.0
|
|
|
2.1
|
|
|
1.0
|
|
|
0.5
|
|
||||||
Contingent consideration 2
|
5.0
|
|
|
1.3
|
|
|
3.7
|
|
|
—
|
|
|
—
|
|
||||||
Purchase obligations and other
|
126.0
|
|
|
81.5
|
|
|
40.9
|
|
|
2.4
|
|
|
1.2
|
|
||||||
Benefit plans
|
368.9
|
|
|
35.5
|
|
|
66.9
|
|
|
74.6
|
|
|
191.9
|
|
||||||
Liability to Time Warner 3
|
28.9
|
|
|
—
|
|
|
28.9
|
|
|
—
|
|
|
—
|
|
||||||
Total contractual cash obligations
|
$
|
5,818.9
|
|
|
$
|
592.1
|
|
|
$
|
1,034.0
|
|
|
$
|
1,956.6
|
|
|
$
|
2,236.2
|
|
|
|
|
|||||||||||||||||||
1
|
Debt interest represents semi-annual interest payments due on fixed-rate Senior Notes and estimated interest payments on variable-rate term loans outstanding at June 30, 2020. Interest payments on variable-rate debt are estimated using the interest rate as of June 30, 2020.
|
|||||||||||||||||||
2
|
While it is not certain if or when these contingent acquisition payments will be made, we have included the payments in the table based on our best estimates of the amounts and dates when the contingencies may be resolved.
|
|||||||||||||||||||
3
|
Represents certain obligations Time had with Time Warner at the time Time spun-off as a separate public company. These liabilities primarily relate to a Tax Matters Agreement in which the Company will be required to indemnify Time Warner for open tax positions at the date of the spin-off. While it is not certain when these payments will be made, we have included the payments in the table based on our best estimates of the amounts and dates when the indemnifications may be resolved.
|
Summarized Balance Sheet
|
June 30, 2020
|
|
June 30, 2019
|
||||
(In millions)
|
|
|
|
||||
Assets
|
|
|
|
||||
Current assets
|
$
|
859.2
|
|
|
$
|
1,209.5
|
|
Intercompany receivable due from non-guarantor subsidiaries
|
1,177.8
|
|
|
1,233.5
|
|
||
Intangible assets, net
|
1,637.4
|
|
|
1,808.8
|
|
||
Goodwill
|
1,691.7
|
|
|
1,954.4
|
|
||
Other assets
|
1,077.4
|
|
|
813.0
|
|
||
|
|
|
|
||||
Liabilities, Redeemable Convertible Preferred Stock, and Shareholders’ Equity
|
|
|
|
||||
Current liabilities
|
723.5
|
|
|
1,180.4
|
|
||
Intercompany payable due to non-guarantor subsidiaries
|
1,206.0
|
|
|
1,039.0
|
|
||
Long-term debt
|
2,981.8
|
|
|
2,333.3
|
|
||
Other liabilities
|
1,379.0
|
|
|
999.2
|
|
||
Redeemable preferred stock
|
—
|
|
|
540.2
|
|
Summarized Statement of Loss
|
Year ended June 30, 2020
|
||
(In millions)
|
|
||
Revenues
|
$
|
2,783.0
|
|
Total operating expenses
|
2,965.3
|
|
|
Loss from continuing operations
|
(270.3
|
)
|
|
Net loss
|
(279.0
|
)
|
Index to Financial Statements and Supplementary Data
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
Consolidated Balance Sheets as of June 30, 2020 and 2019
|
|
Consolidated Statements of Earnings (Loss) for the Years Ended June 30, 2020, 2019, and 2018
|
|
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended June 30, 2020, 2019, and 2018
|
|
Consolidated Statements of Shareholders' Equity for the Years Ended June 30, 2020, 2019, and 2018
|
|
Consolidated Statements of Cash Flows for the Years Ended June 30, 2020, 2019, and 2018
|
|
Notes to Consolidated Financial Statements
|
|
|
|
Financial Statement Schedule
|
|
|
|
•
|
evaluated the design and tested the operating effectiveness of certain internal controls related to the processing and recording of revenue,
|
•
|
assessed the recorded revenue by selecting transactions and comparing the amounts recognized for consistency with underlying documentation, including agreements and other relevant and reliable third-party data, and
|
•
|
involved IT professionals with specialized skills and knowledge, who assisted in the identification and testing of certain IT systems and related controls that are used by the Company in its revenue recognition process.
|
•
|
evaluating the discount rate by comparing it against a discount rate range that was independently developed using publicly available market data for comparable entities, and
|
•
|
assessing the market capitalization reconciliation and the reasonableness of the implied control premium.
|
Assets
|
June 30,
|
2020
|
|
|
2019
|
|
||
(In millions)
|
|
|
|
|||||
Current assets
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
132.4
|
|
|
$
|
45.0
|
|
|
Accounts receivable
(net of allowances of $29.2 in 2020 and $20.5 in 2019) |
461.9
|
|
|
609.1
|
|
|||
Inventories
|
34.2
|
|
|
62.7
|
|
|||
Current portion of subscription acquisition costs
|
213.2
|
|
|
242.0
|
|
|||
Assets held-for-sale
|
—
|
|
|
321.0
|
|
|||
Other current assets
|
43.1
|
|
|
70.3
|
|
|||
Total current assets
|
884.8
|
|
|
1,350.1
|
|
|||
Property, plant, and equipment
|
|
|
|
|||||
Land
|
24.7
|
|
|
24.7
|
|
|||
Buildings and improvements
|
161.1
|
|
|
157.2
|
|
|||
Machinery and equipment
|
374.2
|
|
|
365.9
|
|
|||
Leasehold improvements
|
142.7
|
|
|
177.5
|
|
|||
Capitalized software
|
152.2
|
|
|
135.3
|
|
|||
Construction in progress
|
28.4
|
|
|
37.3
|
|
|||
Total property, plant, and equipment
|
883.3
|
|
|
897.9
|
|
|||
Less accumulated depreciation
|
(483.4
|
)
|
|
(447.6
|
)
|
|||
Net property, plant, and equipment
|
399.9
|
|
|
450.3
|
|
|||
Operating lease assets
|
404.6
|
|
|
—
|
|
|||
Subscription acquisition costs
|
221.6
|
|
|
273.9
|
|
|||
Other assets
|
232.4
|
|
|
269.6
|
|
|||
Intangible assets, net
|
1,647.5
|
|
|
1,813.6
|
|
|||
Goodwill
|
1,719.3
|
|
|
1,979.4
|
|
|||
Total assets
|
$
|
5,510.1
|
|
|
$
|
6,136.9
|
|
|
|
|
|
|
|||||
See accompanying Notes to Consolidated Financial Statements
|
|
|
|
Liabilities, Redeemable Convertible Preferred Stock, and Shareholders’ Equity
|
June 30,
|
2020
|
|
|
2019
|
|
||
(In millions except per share data)
|
|
|
|
|||||
Current liabilities
|
|
|
|
|||||
Current portion of long-term debt
|
$
|
4.1
|
|
|
$
|
—
|
|
|
Current portion of operating lease liabilities
|
35.2
|
|
|
—
|
|
|||
Accounts payable
|
121.1
|
|
|
242.6
|
|
|||
Accrued expenses
|
|
|
|
|||||
Compensation and benefits
|
68.7
|
|
|
151.9
|
|
|||
Distribution expenses
|
9.3
|
|
|
5.4
|
|
|||
Other taxes and expenses
|
90.1
|
|
|
149.9
|
|
|||
Total accrued expenses
|
168.1
|
|
|
307.2
|
|
|||
Current portion of unearned revenues
|
403.2
|
|
|
458.9
|
|
|||
Liabilities associated with assets held-for-sale
|
—
|
|
|
252.1
|
|
|||
Total current liabilities
|
731.7
|
|
|
1,260.8
|
|
|||
Long-term debt
|
2,981.8
|
|
|
2,333.3
|
|
|||
Operating lease liabilities
|
466.7
|
|
|
—
|
|
|||
Unearned revenues
|
267.5
|
|
|
318.6
|
|
|||
Deferred income taxes
|
463.8
|
|
|
506.2
|
|
|||
Other noncurrent liabilities
|
210.4
|
|
|
203.2
|
|
|||
Total liabilities
|
5,121.9
|
|
|
4,622.1
|
|
|||
|
|
|
|
|||||
Redeemable, convertible Series A preferred stock, par value $1 per share, $1,000 per share liquidation preference, authorized 1.8 shares in 2020 and 2.5 shares in 2019; issued 0.0 shares in 2020 and 0.7 shares in 2019
|
—
|
|
|
540.2
|
|
|||
|
|
|
|
|||||
Shareholders’ equity
|
|
|
|
|||||
Series preferred stock, par value $1 per share
|
|
|
|
|||||
Authorized 2.5 shares; none issued
|
—
|
|
|
—
|
|
|||
Common stock, par value $1 per share
|
|
|
|
|||||
Authorized 80.0 shares; issued and outstanding 40.3 shares in 2020 (excluding 24.8 treasury shares) and 40.1 shares in 2019 (excluding 24.8 treasury shares)
|
40.3
|
|
|
40.1
|
|
|||
Class B stock, par value $1 per share, convertible to common stock
|
|
|
|
|||||
Authorized 15.0 shares; issued and outstanding 5.1 shares in 2020 and 5.1 shares in 2019
|
5.1
|
|
|
5.1
|
|
|||
Additional paid-in capital
|
227.6
|
|
|
216.7
|
|
|||
Retained earnings
|
197.6
|
|
|
759.0
|
|
|||
Accumulated other comprehensive loss
|
(82.4
|
)
|
|
(46.3
|
)
|
|||
Total shareholders’ equity
|
388.2
|
|
|
974.6
|
|
|||
Total liabilities, redeemable convertible preferred stock, and shareholders’ equity
|
$
|
5,510.1
|
|
|
$
|
6,136.9
|
|
|
|
|
|
|
|||||
See accompanying Notes to Consolidated Financial Statements
|
|
|
|
Years ended June 30,
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
(In millions except per share data)
|
|
|
|
|
|
||||||
Revenues
|
|
|
|
|
|
||||||
Advertising related
|
$
|
1,399.0
|
|
|
$
|
1,686.6
|
|
|
$
|
1,190.7
|
|
Consumer related
|
1,348.7
|
|
|
1,416.8
|
|
|
921.3
|
|
|||
Other
|
100.9
|
|
|
85.1
|
|
|
152.2
|
|
|||
Total revenues
|
2,848.6
|
|
|
3,188.5
|
|
|
2,264.2
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Production, distribution, and editorial
|
1,047.6
|
|
|
1,161.2
|
|
|
868.0
|
|
|||
Selling, general, and administrative
|
1,259.1
|
|
|
1,350.0
|
|
|
987.5
|
|
|||
Acquisition, disposition, and restructuring related activities
|
26.8
|
|
|
100.9
|
|
|
170.1
|
|
|||
Depreciation and amortization
|
219.9
|
|
|
247.6
|
|
|
129.0
|
|
|||
Impairment of goodwill and other long-lived assets
|
389.3
|
|
|
41.8
|
|
|
22.7
|
|
|||
Total operating expenses
|
2,942.7
|
|
|
2,901.5
|
|
|
2,177.3
|
|
|||
Income (loss) from operations
|
(94.1
|
)
|
|
287.0
|
|
|
86.9
|
|
|||
Non-operating income (expense), net
|
(1.3
|
)
|
|
24.2
|
|
|
0.7
|
|
|||
Interest expense, net
|
(145.8
|
)
|
|
(170.6
|
)
|
|
(97.2
|
)
|
|||
Earnings (loss) from continuing operations before income taxes
|
(241.2
|
)
|
|
140.6
|
|
|
(9.6
|
)
|
|||
Income tax benefit (expense)
|
32.2
|
|
|
(11.5
|
)
|
|
123.6
|
|
|||
Earnings (loss) from continuing operations
|
(209.0
|
)
|
|
129.1
|
|
|
114.0
|
|
|||
Loss from discontinued operations, net of income taxes
|
(25.3
|
)
|
|
(82.8
|
)
|
|
(14.6
|
)
|
|||
Net earnings (loss)
|
$
|
(234.3
|
)
|
|
$
|
46.3
|
|
|
$
|
99.4
|
|
|
|
|
|
|
|
||||||
Earnings (loss) attributable to common shareholders
|
$
|
(476.0
|
)
|
|
$
|
(32.0
|
)
|
|
$
|
66.4
|
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per share attributable to common shareholders
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(9.85
|
)
|
|
$
|
1.12
|
|
|
$
|
1.80
|
|
Discontinued operations
|
(0.56
|
)
|
|
(1.83
|
)
|
|
(0.32
|
)
|
|||
Basic earnings (loss) per common share
|
$
|
(10.41
|
)
|
|
$
|
(0.71
|
)
|
|
$
|
1.48
|
|
Basic average common shares outstanding
|
45.7
|
|
|
45.3
|
|
|
44.9
|
|
|||
|
|
|
|
|
|
||||||
Diluted earnings (loss) per share attributable to common shareholders
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(9.85
|
)
|
|
$
|
1.12
|
|
|
$
|
1.79
|
|
Discontinued operations
|
(0.56
|
)
|
|
(1.82
|
)
|
|
(0.32
|
)
|
|||
Diluted earnings (loss) per common share
|
$
|
(10.41
|
)
|
|
$
|
(0.70
|
)
|
|
$
|
1.47
|
|
Diluted average common shares outstanding
|
45.7
|
|
|
45.5
|
|
|
45.2
|
|
|||
|
|
|
|
|
|
||||||
See accompanying Notes to Consolidated Financial Statements
|
|
|
|
|
|
Years ended June 30,
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
(In millions)
|
|
|
|
|
|
||||||
Net earnings (loss)
|
$
|
(234.3
|
)
|
|
$
|
46.3
|
|
|
$
|
99.4
|
|
Other comprehensive loss, net of income taxes
|
|
|
|
|
|
||||||
Pension and other postretirement benefit plans activity
|
(29.3
|
)
|
|
(6.8
|
)
|
|
(0.8
|
)
|
|||
Unrealized foreign currency translation loss, net
|
(6.8
|
)
|
|
(2.8
|
)
|
|
(12.9
|
)
|
|||
Other comprehensive loss, net of income taxes
|
(36.1
|
)
|
|
(9.6
|
)
|
|
(13.7
|
)
|
|||
Comprehensive income (loss)
|
$
|
(270.4
|
)
|
|
$
|
36.7
|
|
|
$
|
85.7
|
|
|
|
|
|
|
|
||||||
See accompanying Notes to Consolidated Financial Statements.
|
|
|
|
|
|
(In millions 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, 2017
|
$
|
39.4
|
|
$
|
5.1
|
|
$
|
54.8
|
|
$
|
915.7
|
|
|
$
|
(19.0
|
)
|
|
$
|
996.0
|
|
Net earnings
|
—
|
|
—
|
|
—
|
|
99.4
|
|
|
—
|
|
|
99.4
|
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
|
(13.7
|
)
|
|
(13.7
|
)
|
||||||
Shares issued under various incentive plans, net of forfeitures
|
0.9
|
|
—
|
|
18.4
|
|
—
|
|
|
—
|
|
|
19.3
|
|
||||||
Issuance of replacement Time share-based compensation awards
|
—
|
|
—
|
|
9.8
|
|
—
|
|
|
—
|
|
|
9.8
|
|
||||||
Purchases of Company stock
|
(0.5
|
)
|
—
|
|
(30.6
|
)
|
—
|
|
|
—
|
|
|
(31.1
|
)
|
||||||
Share-based compensation
|
—
|
|
—
|
|
30.4
|
|
—
|
|
|
—
|
|
|
30.4
|
|
||||||
Issuance of warrants and options
|
—
|
|
—
|
|
115.6
|
|
—
|
|
|
—
|
|
|
115.6
|
|
||||||
Dividends paid
|
|
|
|
|
|
|
|
|
||||||||||||
Common stock, $2.13 per share
|
—
|
|
—
|
|
—
|
|
(87.8
|
)
|
|
—
|
|
|
(87.8
|
)
|
||||||
Class B stock, $2.13 per share
|
—
|
|
—
|
|
—
|
|
(10.8
|
)
|
|
—
|
|
|
(10.8
|
)
|
||||||
Series A preferred stock, $35.18 per share
|
—
|
|
—
|
|
—
|
|
(22.9
|
)
|
|
—
|
|
|
(22.9
|
)
|
||||||
Accretion of Series A preferred stock
|
—
|
|
—
|
|
—
|
|
(7.2
|
)
|
|
—
|
|
|
(7.2
|
)
|
||||||
Cumulative effect adjustment for adoption of Accounting Standards Update (ASU) 2016-09
|
—
|
|
—
|
|
1.1
|
|
(0.6
|
)
|
|
—
|
|
|
0.5
|
|
||||||
Reclassification adjustment for adoption of ASU 2018-02
|
—
|
|
—
|
|
—
|
|
4.0
|
|
|
(4.0
|
)
|
|
—
|
|
||||||
Balance at June 30, 2018
|
39.8
|
|
5.1
|
|
199.5
|
|
889.8
|
|
|
(36.7
|
)
|
|
1,097.5
|
|
||||||
Net earnings
|
—
|
|
—
|
|
—
|
|
46.3
|
|
|
—
|
|
|
46.3
|
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
|
(9.6
|
)
|
|
(9.6
|
)
|
||||||
Shares issued under various incentive plans, net of forfeitures
|
0.5
|
|
—
|
|
4.1
|
|
—
|
|
|
—
|
|
|
4.6
|
|
||||||
Purchases of Company stock
|
(0.2
|
)
|
—
|
|
(9.8
|
)
|
—
|
|
|
—
|
|
|
(10.0
|
)
|
||||||
Share-based compensation
|
—
|
|
—
|
|
22.9
|
|
—
|
|
|
—
|
|
|
22.9
|
|
||||||
Dividends paid
|
|
|
|
|
|
|
|
|
||||||||||||
Common stock, $2.24 per share
|
—
|
|
—
|
|
—
|
|
(94.6
|
)
|
|
—
|
|
|
(94.6
|
)
|
||||||
Class B stock, $2.24 per share
|
—
|
|
—
|
|
—
|
|
(11.4
|
)
|
|
—
|
|
|
(11.4
|
)
|
||||||
Series A preferred stock, $85.94 per share
|
—
|
|
—
|
|
—
|
|
(55.9
|
)
|
|
—
|
|
|
(55.9
|
)
|
||||||
Accretion of Series A preferred stock
|
—
|
|
—
|
|
—
|
|
(17.6
|
)
|
|
—
|
|
|
(17.6
|
)
|
||||||
Cumulative effect adjustment for adoption of ASU 2014-09
|
—
|
|
—
|
|
—
|
|
2.4
|
|
|
—
|
|
|
2.4
|
|
||||||
Balance at June 30, 2019
|
40.1
|
|
5.1
|
|
216.7
|
|
759.0
|
|
|
(46.3
|
)
|
|
974.6
|
|
||||||
Net loss
|
—
|
|
—
|
|
—
|
|
(234.3
|
)
|
|
—
|
|
|
(234.3
|
)
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
|
(36.1
|
)
|
|
(36.1
|
)
|
||||||
Shares issued under various incentive plans, net of forfeitures
|
0.3
|
|
—
|
|
1.6
|
|
—
|
|
|
—
|
|
|
1.9
|
|
||||||
Purchases of Company stock
|
(0.1
|
)
|
—
|
|
(4.6
|
)
|
—
|
|
|
—
|
|
|
(4.7
|
)
|
||||||
Share-based compensation
|
—
|
|
—
|
|
13.9
|
|
—
|
|
|
—
|
|
|
13.9
|
|
||||||
Dividends paid
|
|
|
|
|
|
|
|
|
||||||||||||
Common stock, $1.745 per share
|
—
|
|
—
|
|
—
|
|
(74.1
|
)
|
|
—
|
|
|
(74.1
|
)
|
||||||
Class B stock, $1.745 per share
|
—
|
|
—
|
|
—
|
|
(8.9
|
)
|
|
—
|
|
|
(8.9
|
)
|
||||||
Series A preferred stock, $86.89 per share
|
—
|
|
—
|
|
—
|
|
(56.5
|
)
|
|
—
|
|
|
(56.5
|
)
|
||||||
Accretion of Series A preferred stock
|
—
|
|
—
|
|
—
|
|
(18.2
|
)
|
|
—
|
|
|
(18.2
|
)
|
||||||
Redemption of Series A preferred stock
|
—
|
|
—
|
|
—
|
|
(163.6
|
)
|
|
—
|
|
|
(163.6
|
)
|
||||||
Cumulative effect adjustment for adoption of ASU 2016-02
|
—
|
|
—
|
|
—
|
|
(5.8
|
)
|
|
—
|
|
|
(5.8
|
)
|
||||||
Balance at June 30, 2020
|
$
|
40.3
|
|
$
|
5.1
|
|
$
|
227.6
|
|
$
|
197.6
|
|
|
$
|
(82.4
|
)
|
|
$
|
388.2
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
See accompanying Notes to Consolidated Financial Statements
|
Years ended June 30,
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
(In millions)
|
|
|
|
|
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net earnings (loss)
|
$
|
(234.3
|
)
|
|
$
|
46.3
|
|
|
$
|
99.4
|
|
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities
|
|
|
|
|
|
||||||
Depreciation
|
77.0
|
|
|
92.5
|
|
|
54.2
|
|
|||
Amortization
|
142.9
|
|
|
155.1
|
|
|
74.8
|
|
|||
Non-cash lease expense
|
38.3
|
|
|
—
|
|
|
—
|
|
|||
Share-based compensation
|
13.9
|
|
|
22.9
|
|
|
30.4
|
|
|||
Amortization of original issue discount and debt issuance costs
|
6.8
|
|
|
7.8
|
|
|
6.1
|
|
|||
Deferred income taxes
|
(48.7
|
)
|
|
66.0
|
|
|
(116.5
|
)
|
|||
Amortization of broadcast rights
|
19.0
|
|
|
20.0
|
|
|
19.2
|
|
|||
Write-down of impaired assets
|
405.3
|
|
|
50.3
|
|
|
23.0
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
18.4
|
|
|
—
|
|
|||
Fair value adjustment to contingent consideration
|
—
|
|
|
(5.3
|
)
|
|
(4.8
|
)
|
|||
Other operating activities, net
|
(13.2
|
)
|
|
(10.2
|
)
|
|
13.1
|
|
|||
Changes in assets and liabilities, net of acquisitions/dispositions
|
|
|
|
|
|
||||||
Accounts receivable
|
161.6
|
|
|
(69.3
|
)
|
|
9.5
|
|
|||
Inventories
|
28.5
|
|
|
(18.4
|
)
|
|
(0.5
|
)
|
|||
Other current assets
|
27.8
|
|
|
57.4
|
|
|
(4.9
|
)
|
|||
Subscription acquisition costs
|
33.2
|
|
|
(312.0
|
)
|
|
13.4
|
|
|||
Broadcast rights
|
(18.5
|
)
|
|
(19.1
|
)
|
|
(20.7
|
)
|
|||
Other assets
|
(3.8
|
)
|
|
(21.9
|
)
|
|
(101.8
|
)
|
|||
Assets and liabilities held-for-sale
|
14.6
|
|
|
(18.6
|
)
|
|
22.3
|
|
|||
Operating lease liabilities
|
(36.1
|
)
|
|
—
|
|
|
—
|
|
|||
Accounts payable
|
(118.8
|
)
|
|
36.2
|
|
|
(12.6
|
)
|
|||
Accrued expenses and other liabilities
|
(129.3
|
)
|
|
(99.5
|
)
|
|
73.2
|
|
|||
Unearned subscription revenues
|
(62.0
|
)
|
|
251.6
|
|
|
(27.3
|
)
|
|||
Other noncurrent liabilities
|
2.4
|
|
|
(4.9
|
)
|
|
0.4
|
|
|||
Net cash provided by operating activities
|
306.6
|
|
|
245.3
|
|
|
149.9
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Acquisitions of and investments in businesses, net of cash acquired
|
(23.1
|
)
|
|
(18.4
|
)
|
|
(2,786.5
|
)
|
|||
Net proceeds from disposition of assets, net of cash sold
|
78.3
|
|
|
349.1
|
|
|
219.2
|
|
|||
Proceeds received in advance of sale of business
|
—
|
|
|
90.0
|
|
|
—
|
|
|||
Additions to property, plant, and equipment
|
(55.4
|
)
|
|
(46.4
|
)
|
|
(53.2
|
)
|
|||
Other
|
3.3
|
|
|
—
|
|
|
3.8
|
|
|||
Net cash provided by (used in) investing activities
|
3.1
|
|
|
374.3
|
|
|
(2,616.7
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
1,085.0
|
|
|
210.0
|
|
|
3,260.0
|
|
|||
Repayments of long-term debt
|
(410.0
|
)
|
|
(1,037.0
|
)
|
|
(765.1
|
)
|
|||
Issued preferred stock, warrants, and options proceeds, net of issuance costs
|
—
|
|
|
—
|
|
|
631.0
|
|
|||
Redemption of preferred stock
|
(722.0
|
)
|
|
—
|
|
|
—
|
|
|||
Dividends paid
|
(139.5
|
)
|
|
(161.9
|
)
|
|
(121.5
|
)
|
|||
Purchases of Company stock
|
(4.7
|
)
|
|
(10.0
|
)
|
|
(31.1
|
)
|
|||
Proceeds from common stock issued
|
1.9
|
|
|
4.6
|
|
|
19.3
|
|
|||
Payment of acquisition related contingent consideration
|
—
|
|
|
(19.3
|
)
|
|
(4.3
|
)
|
|||
Debt original issue discount and issuance costs
|
(26.6
|
)
|
|
—
|
|
|
(70.8
|
)
|
|||
Financing lease payments
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
(216.7
|
)
|
|
(1,013.6
|
)
|
|
2,917.5
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(0.5
|
)
|
|
(1.4
|
)
|
|
(4.1
|
)
|
|||
Change in cash held-for-sale
|
(5.1
|
)
|
|
2.8
|
|
|
(31.3
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
87.4
|
|
|
(392.6
|
)
|
|
415.3
|
|
|||
Cash and cash equivalents at beginning of year
|
45.0
|
|
|
437.6
|
|
|
22.3
|
|
|||
Cash and cash equivalents at end of year
|
$
|
132.4
|
|
|
$
|
45.0
|
|
|
$
|
437.6
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures of cash flow information
|
|
|
|
|
|
||||||
Cash paid (received)
|
|
|
|
|
|
||||||
Interest
|
$
|
135.0
|
|
|
$
|
171.9
|
|
|
$
|
66.3
|
|
Income taxes
|
43.3
|
|
|
(11.7
|
)
|
|
24.0
|
|
|||
|
|
|
|
|
|
||||||
See accompanying Notes to Consolidated Financial Statements
|
|
|
|
|
|
(In millions)
|
|
||
Consideration
|
|
||
Cash
|
$
|
24.2
|
|
Payment in escrow
|
0.9
|
|
|
Contingent consideration arrangement
|
4.1
|
|
|
Fair value of total consideration transferred
|
$
|
29.2
|
|
|
|
||
Recognized amounts of identifiable assets acquired and liabilities assumed
|
|
||
Total identifiable assets acquired
|
$
|
23.3
|
|
Total liabilities assumed
|
(0.8
|
)
|
|
Total identified net assets
|
22.5
|
|
|
Goodwill
|
6.7
|
|
|
Fair value of total consideration transferred
|
$
|
29.2
|
|
(In millions)
|
magazines.com
|
Stop, Breathe
& Think |
||||
Intangible assets subject to amortization
|
|
|
||||
Publisher relationships
|
$
|
7.8
|
|
$
|
—
|
|
Customer lists
|
—
|
|
2.9
|
|
||
Other
|
—
|
|
4.3
|
|
||
Total
|
7.8
|
|
7.2
|
|
||
Intangible assets not subject to amortization
|
|
|
||||
Trademark
|
7.6
|
|
—
|
|
||
Internet domain name
|
0.5
|
|
—
|
|
||
Total
|
8.1
|
|
—
|
|
||
Total intangible assets
|
$
|
15.9
|
|
$
|
7.2
|
|
(In millions)
|
|
||
Consideration
|
|
||
Cash
|
$
|
16.6
|
|
|
|
||
Recognized amounts of identifiable assets acquired and liabilities assumed
|
|
||
Total identifiable assets acquired
|
$
|
6.0
|
|
Total liabilities assumed
|
—
|
|
|
Total identified net assets
|
6.0
|
|
|
Goodwill
|
10.6
|
|
|
Net assets acquired
|
$
|
16.6
|
|
(In millions)
|
|
||
Intangible assets subject to amortization
|
|
||
Partner relationships
|
$
|
3.2
|
|
Other
|
1.2
|
|
|
Total intangible assets
|
$
|
4.4
|
|
(In millions)
|
|
||
Consideration paid to Time shareholders
|
$
|
1,860.7
|
|
Repayment of Time’s outstanding debt, including prepayment penalty
|
1,327.9
|
|
|
Cash consideration issued to settle outstanding share-based equity awards
|
37.6
|
|
|
Total cash consideration
|
3,226.2
|
|
|
Share-based equity awards issued to settle outstanding share-based equity awards
|
33.8
|
|
|
Total consideration issued
|
3,260.0
|
|
|
Portion of cash settlement of outstanding share-based equity awards recognized as expense
|
(9.2
|
)
|
|
Portion of share-based equity awards issued to be recognized as an expense, primarily through fiscal 2021
|
(24.0
|
)
|
|
Total purchase price consideration
|
$
|
3,226.8
|
|
Years ended June 30,
|
2018
|
||
(In millions)
|
|
||
Time total revenues
|
$
|
625.3
|
|
Time net loss from continuing operations before income tax
|
(74.4
|
)
|
June 30,
|
2020
|
|
2019
|
||||
(In millions)
|
|
|
|
||||
Raw materials
|
$
|
21.0
|
|
|
$
|
42.7
|
|
Work in process
|
10.6
|
|
|
15.4
|
|
||
Finished goods
|
2.6
|
|
|
4.6
|
|
||
Inventories
|
$
|
34.2
|
|
|
$
|
62.7
|
|
(in millions)
|
|
June 30, 2019
|
||
Current assets
|
|
|
||
Cash and cash equivalents
|
$
|
5.1
|
|
|
Accounts receivable, net
|
78.1
|
|
||
Inventories
|
0.1
|
|
||
Current portion of subscription acquisition costs
|
34.4
|
|
||
Other current assets
|
0.8
|
|
||
Total current assets
|
118.5
|
|
||
Net property, plant, and equipment
|
14.3
|
|
||
Subscription acquisition costs
|
19.2
|
|
||
Other assets
|
1.0
|
|
||
Intangible assets, net
|
43.9
|
|
||
Goodwill
|
124.1
|
|
||
Total assets held-for-sale
|
$
|
321.0
|
|
|
|
|
|
||
Current liabilities
|
|
|
||
Accounts payable
|
$
|
45.2
|
|
|
Accrued expenses and other liabilities
|
27.8
|
|
||
Current portion of unearned revenues
|
67.9
|
|
||
Deferred sale proceeds
|
73.2
|
|
||
Total current liabilities
|
214.1
|
|
||
Unearned revenues
|
37.6
|
|
||
Other noncurrent liabilities
|
0.4
|
|
||
Total liabilities associated with assets held-for-sale
|
$
|
252.1
|
|
Years ended June 30,
|
2020
|
|
2019
|
|
2018
|
||||||
(In millions except per share data)
|
|
|
|
|
|
||||||
Revenues
|
$
|
112.1
|
|
|
$
|
423.4
|
|
|
$
|
253.8
|
|
Costs and expenses
|
(108.6
|
)
|
|
(408.5
|
)
|
|
(242.7
|
)
|
|||
Impairment of goodwill
|
(16.0
|
)
|
|
(8.5
|
)
|
|
—
|
|
|||
Interest expense
|
(2.1
|
)
|
|
(21.4
|
)
|
|
(11.9
|
)
|
|||
Gain (loss) on disposal
|
12.3
|
|
|
2.1
|
|
|
(12.3
|
)
|
|||
Loss before income taxes
|
(2.3
|
)
|
|
(12.9
|
)
|
|
(13.1
|
)
|
|||
Income tax expense
|
(23.0
|
)
|
|
(69.9
|
)
|
|
(1.5
|
)
|
|||
Loss from discontinued operations, net of income taxes
|
$
|
(25.3
|
)
|
|
$
|
(82.8
|
)
|
|
$
|
(14.6
|
)
|
Loss per common share from discontinued operations
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.56
|
)
|
|
$
|
(1.83
|
)
|
|
$
|
(0.32
|
)
|
Diluted
|
(0.56
|
)
|
|
(1.82
|
)
|
|
(0.32
|
)
|
Year ended June 30, 2020
|
|
||
(In millions)
|
|
||
Operating lease cost
|
$
|
65.7
|
|
Variable lease cost
|
3.0
|
|
|
Short term lease cost
|
0.3
|
|
|
Sublease income
|
(11.2
|
)
|
|
Total lease cost
|
$
|
57.8
|
|
Year ended June 30, 2020
|
|
||
(In millions except for lease term and discount rate)
|
|
||
Operating cash flows for operating leases
|
$
|
64.3
|
|
Noncash lease liabilities arising from obtaining operating lease assets
|
6.3
|
|
|
Weighted average remaining lease term
|
11.1 years
|
|
|
Weighted average discount rate
|
5.4
|
%
|
Years ending June 30,
|
|
||
(In millions)
|
|
||
2021
|
$
|
60.7
|
|
2022
|
59.5
|
|
|
2023
|
59.7
|
|
|
2024
|
61.3
|
|
|
2025
|
60.8
|
|
|
Thereafter
|
371.7
|
|
|
Total lease payments
|
673.7
|
|
|
Less: Interest
|
(171.8
|
)
|
|
Present value of lease liabilities
|
$
|
501.9
|
|
|
Payments Due In
|
|
|||||||||||||||||||
Years ending June 30,
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
|
|||||||
(In millions)
|
|
|
|
|
|
|
|
||||||||||||||
Operating leases
|
$
|
61.3
|
|
$
|
57.5
|
|
$
|
54.9
|
|
$
|
52.4
|
|
$
|
52.8
|
|
$
|
397.7
|
|
$
|
676.6
|
|
June 30,
|
2020
|
|
|
2019
|
||||||||||||||||||||
(In millions)
|
Gross Amount
|
|
Accumulated Amortization
|
|
Net Amount
|
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Net
Amount
|
||||||||||||
Intangible assets
subject to amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
National media
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Advertiser relationships
|
$
|
211.0
|
|
|
$
|
(170.0
|
)
|
|
$
|
41.0
|
|
|
|
$
|
213.3
|
|
|
$
|
(102.0
|
)
|
|
$
|
111.3
|
|
Publisher relationships
|
132.8
|
|
|
(43.9
|
)
|
|
88.9
|
|
|
|
125.0
|
|
|
(25.4
|
)
|
|
99.6
|
|
||||||
Partner relationships
|
98.2
|
|
|
(38.7
|
)
|
|
59.5
|
|
|
|
98.2
|
|
|
(22.7
|
)
|
|
75.5
|
|
||||||
Customer lists
|
71.3
|
|
|
(65.6
|
)
|
|
5.7
|
|
|
|
67.5
|
|
|
(46.3
|
)
|
|
21.2
|
|
||||||
Other
|
26.3
|
|
|
(16.9
|
)
|
|
9.4
|
|
|
|
23.2
|
|
|
(14.9
|
)
|
|
8.3
|
|
||||||
Local media
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Network affiliation agreements
|
229.3
|
|
|
(161.5
|
)
|
|
67.8
|
|
|
|
229.3
|
|
|
(155.1
|
)
|
|
74.2
|
|
||||||
Advertiser relationships
|
12.5
|
|
|
(10.1
|
)
|
|
2.4
|
|
|
|
12.5
|
|
|
(5.8
|
)
|
|
6.7
|
|
||||||
Retransmission agreements
|
27.9
|
|
|
(23.1
|
)
|
|
4.8
|
|
|
|
27.9
|
|
|
(19.1
|
)
|
|
8.8
|
|
||||||
Other
|
1.7
|
|
|
(1.6
|
)
|
|
0.1
|
|
|
|
1.7
|
|
|
(1.2
|
)
|
|
0.5
|
|
||||||
Total
|
$
|
811.0
|
|
|
$
|
(531.4
|
)
|
|
279.6
|
|
|
|
$
|
798.6
|
|
|
$
|
(392.5
|
)
|
|
406.1
|
|
||
Intangible assets not
subject to amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
National media
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks
|
|
|
|
|
706.7
|
|
|
|
|
|
|
|
724.5
|
|
||||||||||
Internet domain names
|
|
|
|
|
8.3
|
|
|
|
|
|
|
|
7.8
|
|
||||||||||
Local media
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
FCC licenses
|
|
|
|
|
652.9
|
|
|
|
|
|
|
|
675.2
|
|
||||||||||
Total
|
|
|
|
|
1,367.9
|
|
|
|
|
|
|
|
1,407.5
|
|
||||||||||
Intangible assets, net
|
|
|
|
|
$
|
1,647.5
|
|
|
|
|
|
|
|
$
|
1,813.6
|
|
Years ended June 30,
|
2020
|
|
|
2019
|
||||||||||||||||
(in millions)
|
Goodwill
|
Accumulated Impairment Loss
|
Net Carrying Amount
|
|
|
Goodwill
|
Accumulated Impairment Loss
|
Net Carrying Amount
|
||||||||||||
National media
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of year
|
$
|
1,862.8
|
|
$
|
—
|
|
$
|
1,862.8
|
|
|
|
$
|
1,800.0
|
|
$
|
—
|
|
$
|
1,800.0
|
|
Acquisitions
|
6.7
|
|
—
|
|
6.7
|
|
|
|
10.6
|
|
—
|
|
10.6
|
|
||||||
Acquisition adjustments
|
2.4
|
|
—
|
|
2.4
|
|
|
|
52.2
|
|
—
|
|
52.2
|
|
||||||
Disposals
|
(16.7
|
)
|
—
|
|
(16.7
|
)
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Foreign currency translation
|
0.2
|
|
—
|
|
0.2
|
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Impairment
|
—
|
|
(252.7
|
)
|
(252.7
|
)
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Balance at end of year
|
1,855.4
|
|
(252.7
|
)
|
1,602.7
|
|
|
|
1,862.8
|
|
—
|
|
1,862.8
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||||||
Local media
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of year
|
116.6
|
|
—
|
|
116.6
|
|
|
|
115.8
|
|
—
|
|
115.8
|
|
||||||
Acquisitions
|
—
|
|
—
|
|
—
|
|
|
|
0.8
|
|
—
|
|
0.8
|
|
||||||
Balance at end of year
|
116.6
|
|
—
|
|
116.6
|
|
|
|
116.6
|
|
—
|
|
116.6
|
|
||||||
Total
|
$
|
1,972.0
|
|
$
|
(252.7
|
)
|
$
|
1,719.3
|
|
|
|
$
|
1,979.4
|
|
$
|
—
|
|
$
|
1,979.4
|
|
|
Amount Accrued
in the Period
|
Total Amount Expected to be Incurred
|
||||||||
Years ended June 30,
|
2020
|
2019
|
||||||||
(in millions)
|
|
|
|
|
||||||
National media
|
$
|
12.4
|
|
$
|
39.2
|
|
|
$
|
12.4
|
|
Local media
|
2.4
|
|
2.0
|
|
|
2.4
|
|
|||
Unallocated corporate
|
3.3
|
|
15.1
|
|
|
3.3
|
|
|||
|
$
|
18.1
|
|
$
|
56.3
|
|
|
$
|
18.1
|
|
Years ended June 30,
|
2020
|
|
|
2019
|
||||||||||
(in millions)
|
Employee Terminations
|
|
|
Employee Terminations
|
Other Exit Costs
|
Total
|
||||||||
Balance at beginning of year
|
$
|
43.7
|
|
|
|
$
|
101.3
|
|
$
|
6.3
|
|
$
|
107.6
|
|
Accruals
|
18.1
|
|
|
|
56.3
|
|
31.1
|
|
87.4
|
|
||||
Cash payments
|
(49.3
|
)
|
|
|
(109.5
|
)
|
(13.0
|
)
|
(122.5
|
)
|
||||
Reversal of excess accrual
|
(1.8
|
)
|
|
|
(4.4
|
)
|
(1.6
|
)
|
(6.0
|
)
|
||||
Balance at end of year
|
$
|
10.7
|
|
|
|
$
|
43.7
|
|
$
|
22.8
|
|
$
|
66.5
|
|
|
June 30, 2020
|
June 30, 2019
|
||||||||||||||||
(In millions)
|
Principal Balance
|
Unamortized Discount and Debt Issuance Costs
|
Carrying
Value
|
Principal Balance
|
Unamortized Discount and Debt Issuance Costs
|
Carrying
Value |
||||||||||||
Variable-rate credit facilities
|
|
|
|
|
|
|
||||||||||||
Senior credit facility term loan, due January 31, 2025
|
$
|
1,062.5
|
|
$
|
(13.1
|
)
|
$
|
1,049.4
|
|
$
|
1,062.5
|
|
$
|
(15.6
|
)
|
$
|
1,046.9
|
|
Senior credit facility incremental term loan, due January 31, 2025
|
410.0
|
|
(22.7
|
)
|
387.3
|
|
—
|
|
—
|
|
—
|
|
||||||
Revolving credit facility of $350 million, due January 31, 2023
|
—
|
|
—
|
|
—
|
|
35.0
|
|
—
|
|
35.0
|
|
||||||
Senior Unsecured Notes
|
|
|
|
|
|
|
||||||||||||
6.875% senior notes, due February 1, 2026
|
1,272.9
|
|
(18.7
|
)
|
1,254.2
|
|
1,272.9
|
|
(21.5
|
)
|
1,251.4
|
|
||||||
Senior Secured Notes
|
|
|
|
|
|
|
||||||||||||
6.500% senior notes, due July 1, 2025
|
300.0
|
|
(5.0
|
)
|
295.0
|
|
—
|
|
—
|
|
—
|
|
||||||
Total long-term debt
|
3,045.4
|
|
(59.5
|
)
|
2,985.9
|
|
2,370.4
|
|
(37.1
|
)
|
2,333.3
|
|
||||||
Current portion of long-term debt
|
(4.1
|
)
|
—
|
|
(4.1
|
)
|
—
|
|
—
|
|
—
|
|
||||||
Long-term debt
|
$
|
3,041.3
|
|
$
|
(59.5
|
)
|
$
|
2,981.8
|
|
$
|
2,370.4
|
|
$
|
(37.1
|
)
|
$
|
2,333.3
|
|
Years ending June 30,
|
|
||
(In millions)
|
|
||
2021
|
$
|
4.1
|
|
2022
|
4.1
|
|
|
2023
|
4.1
|
|
|
2024
|
4.1
|
|
|
2025
|
1,456.1
|
|
|
Thereafter
|
1,572.9
|
|
|
Total long-term debt
|
$
|
3,045.4
|
|
Years ended June 30,
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
(In millions)
|
|
|
|
|
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
18.7
|
|
|
$
|
(29.8
|
)
|
|
$
|
1.8
|
|
State
|
7.9
|
|
|
(2.8
|
)
|
|
1.2
|
|
|||
Foreign
|
1.1
|
|
|
0.6
|
|
|
0.2
|
|
|||
|
27.7
|
|
|
(32.0
|
)
|
|
3.2
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
(42.6
|
)
|
|
42.0
|
|
|
(129.9
|
)
|
|||
State
|
(17.5
|
)
|
|
1.6
|
|
|
3.2
|
|
|||
Foreign
|
0.2
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||
|
(59.9
|
)
|
|
43.5
|
|
|
(126.8
|
)
|
|||
Income tax expense (benefit)
|
$
|
(32.2
|
)
|
|
$
|
11.5
|
|
|
$
|
(123.6
|
)
|
Years ended June 30,
|
2020
|
|
|
2019
|
|
|
2018
|
|
U.S. statutory tax rate
|
21.0
|
%
|
|
21.0
|
%
|
|
28.1
|
%
|
State income taxes, less federal income tax benefits
|
2.8
|
|
|
(0.7
|
)
|
|
27.8
|
|
Foreign operations
|
(0.5
|
)
|
|
(13.3
|
)
|
|
(74.2
|
)
|
Rate change
|
0.1
|
|
|
(0.1
|
)
|
|
1,312.5
|
|
Settlements - audits / tax litigation
|
(0.4
|
)
|
|
(2.5
|
)
|
|
10.4
|
|
Sale of domestic subsidiary
|
—
|
|
|
—
|
|
|
67.3
|
|
Nondeductible compensation
|
(1.1
|
)
|
|
3.7
|
|
|
(176.4
|
)
|
Tax credits
|
3.7
|
|
|
—
|
|
|
—
|
|
Goodwill impairment
|
(12.8
|
)
|
|
—
|
|
|
—
|
|
Other
|
0.5
|
|
|
0.1
|
|
|
86.9
|
|
Effective income tax rate
|
13.3
|
%
|
|
8.2
|
%
|
|
1,282.4
|
%
|
June 30,
|
2020
|
|
|
2019
|
|
||
(In millions)
|
|
|
|
||||
Deferred tax assets
|
|
|
|
||||
Accounts receivable allowances and return reserves
|
$
|
29.7
|
|
|
$
|
19.3
|
|
Compensation and benefits
|
0.7
|
|
|
29.6
|
|
||
Indirect benefit of uncertain state and foreign tax positions
|
6.3
|
|
|
6.8
|
|
||
Investment in partnerships
|
6.8
|
|
|
15.4
|
|
||
Tax loss carryforwards
|
43.3
|
|
|
57.7
|
|
||
Accelerated gains from dispositions
|
—
|
|
|
18.2
|
|
||
Lease liabilities
|
126.5
|
|
|
—
|
|
||
All other assets
|
17.7
|
|
|
16.9
|
|
||
Total deferred tax assets
|
231.0
|
|
|
163.9
|
|
||
Valuation allowance
|
(17.2
|
)
|
|
(21.7
|
)
|
||
Net deferred tax assets
|
213.8
|
|
|
142.2
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Subscription acquisition costs
|
62.0
|
|
|
66.9
|
|
||
Accumulated depreciation and amortization
|
494.3
|
|
|
559.2
|
|
||
Deferred gains from dispositions
|
15.8
|
|
|
15.8
|
|
||
Lease right-of-use assets
|
101.6
|
|
|
—
|
|
||
All other liabilities
|
3.7
|
|
|
4.9
|
|
||
Total deferred tax liabilities
|
677.4
|
|
|
646.8
|
|
||
Net deferred tax liability
|
$
|
463.6
|
|
|
$
|
504.6
|
|
Years ended June 30,
|
2020
|
|
|
2019
|
|
||
(In millions)
|
|
|
|
||||
Balance at beginning of year
|
$
|
53.7
|
|
|
$
|
60.2
|
|
Increases in tax positions for prior years
|
3.3
|
|
|
0.2
|
|
||
Decreases in tax positions for prior years
|
(0.1
|
)
|
|
(0.7
|
)
|
||
Increases in tax positions for current year
|
1.9
|
|
|
0.6
|
|
||
Settlements
|
0.1
|
|
|
(0.1
|
)
|
||
Lapse in statute of limitations
|
(9.5
|
)
|
|
(6.5
|
)
|
||
Balance at end of year
|
$
|
49.4
|
|
|
$
|
53.7
|
|
|
Payments Due In
|
|
||||||||||||||||
Years ending June 30,
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025
|
|
Total
|
|
||||||
(in millions)
|
|
|
|
|
|
|
||||||||||||
Broadcast rights payable
|
|
|
|
|
|
|
||||||||||||
Recorded commitments
|
$
|
6.2
|
|
$
|
3.4
|
|
$
|
2.4
|
|
$
|
0.6
|
|
$
|
0.1
|
|
$
|
12.7
|
|
Unavailable rights
|
10.1
|
|
10.9
|
|
7.3
|
|
1.1
|
|
—
|
|
29.4
|
|
||||||
Total commitments
|
$
|
16.3
|
|
$
|
14.3
|
|
$
|
9.7
|
|
$
|
1.7
|
|
$
|
0.1
|
|
$
|
42.1
|
|
• 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
|
• Level 3
|
Assets or liabilities for which fair value is based on valuation models with significant unobservable
|
|
June 30, 2020
|
|
|
June 30, 2019
|
||||||||||||
(In millions)
|
Carrying Value
|
|
Fair Value
|
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Broadcast rights payable
|
$
|
12.7
|
|
|
$
|
11.7
|
|
|
|
$
|
15.0
|
|
|
$
|
13.6
|
|
Long-term debt
|
2,985.9
|
|
|
2,753.6
|
|
|
|
2,333.3
|
|
|
2,452.9
|
|
Years ended June 30,
|
2020
|
|
2019
|
||||
(in millions)
|
|
|
|
||||
Contingent consideration
|
|
|
|
||||
Balance at beginning of year
|
$
|
0.8
|
|
|
$
|
25.4
|
|
Additions due to acquisitions
|
4.1
|
|
|
—
|
|
||
Payments
|
—
|
|
|
(19.3
|
)
|
||
Fair value adjustment of contingent consideration
|
—
|
|
|
(5.3
|
)
|
||
Balance at end of year
|
$
|
4.9
|
|
|
$
|
0.8
|
|
June 30, 2020
|
National
Media
|
Local
Media
|
Intersegment
Elimination
|
Total
|
||||||||
(In millions)
|
|
|
|
|
||||||||
Advertising related
|
|
|
|
|
||||||||
Print
|
$
|
553.5
|
|
$
|
—
|
|
$
|
—
|
|
$
|
553.5
|
|
Non-political spot
|
—
|
|
285.6
|
|
—
|
|
285.6
|
|
||||
Political spot
|
—
|
|
23.9
|
|
—
|
|
23.9
|
|
||||
Digital
|
376.8
|
|
17.7
|
|
—
|
|
394.5
|
|
||||
Third party sales
|
63.1
|
|
80.7
|
|
(2.3
|
)
|
141.5
|
|
||||
Total advertising related
|
993.4
|
|
407.9
|
|
(2.3
|
)
|
1,399.0
|
|
||||
Consumer related
|
|
|
|
|
||||||||
Subscription
|
611.8
|
|
—
|
|
—
|
|
611.8
|
|
||||
Retransmission
|
—
|
|
347.9
|
|
—
|
|
347.9
|
|
||||
Newsstand
|
150.8
|
|
—
|
|
—
|
|
150.8
|
|
||||
Affinity marketing
|
67.4
|
|
—
|
|
—
|
|
67.4
|
|
||||
Licensing
|
98.0
|
|
—
|
|
—
|
|
98.0
|
|
||||
Digital and other consumer driven
|
72.8
|
|
—
|
|
—
|
|
72.8
|
|
||||
Total consumer related
|
1,000.8
|
|
347.9
|
|
—
|
|
1,348.7
|
|
||||
Other
|
|
|
|
|
||||||||
Projects based
|
56.7
|
|
—
|
|
—
|
|
56.7
|
|
||||
Other
|
30.7
|
|
13.5
|
|
—
|
|
44.2
|
|
||||
Total other
|
87.4
|
|
13.5
|
|
—
|
|
100.9
|
|
||||
Total revenues
|
$
|
2,081.6
|
|
$
|
769.3
|
|
$
|
(2.3
|
)
|
$
|
2,848.6
|
|
June 30, 2019
|
National
Media
|
Local
Media
|
Intersegment
Elimination
|
Total
|
||||||||
(In millions)
|
|
|
|
|
||||||||
Advertising related
|
|
|
|
|
||||||||
Print
|
$
|
690.1
|
|
$
|
—
|
|
$
|
—
|
|
$
|
690.1
|
|
Non-political spot
|
—
|
|
323.3
|
|
—
|
|
323.3
|
|
||||
Political spot
|
—
|
|
102.9
|
|
—
|
|
102.9
|
|
||||
Digital
|
394.9
|
|
15.8
|
|
—
|
|
410.7
|
|
||||
Third party sales
|
65.3
|
|
96.2
|
|
(1.9
|
)
|
159.6
|
|
||||
Total advertising related
|
1,150.3
|
|
538.2
|
|
(1.9
|
)
|
1,686.6
|
|
||||
Consumer related
|
|
|
|
|
||||||||
Subscription
|
716.1
|
|
—
|
|
—
|
|
716.1
|
|
||||
Retransmission
|
—
|
|
316.5
|
|
—
|
|
316.5
|
|
||||
Newsstand
|
165.5
|
|
—
|
|
—
|
|
165.5
|
|
||||
Affinity marketing
|
66.7
|
|
—
|
|
—
|
|
66.7
|
|
||||
Licensing
|
95.2
|
|
—
|
|
—
|
|
95.2
|
|
||||
Digital and other consumer driven
|
56.8
|
|
—
|
|
—
|
|
56.8
|
|
||||
Total consumer related
|
1,100.3
|
|
316.5
|
|
—
|
|
1,416.8
|
|
||||
Other
|
|
|
|
|
||||||||
Projects based
|
50.5
|
|
—
|
|
—
|
|
50.5
|
|
||||
Other
|
25.5
|
|
9.1
|
|
—
|
|
34.6
|
|
||||
Total other
|
76.0
|
|
9.1
|
|
—
|
|
85.1
|
|
||||
Total revenues
|
$
|
2,326.6
|
|
$
|
863.8
|
|
$
|
(1.9
|
)
|
$
|
3,188.5
|
|
|
Pension
|
|
|
Postretirement
|
||||||||||||||||||
|
Domestic
|
|
|
International
|
|
|
Domestic
|
|||||||||||||||
June 30,
|
2020
|
2019
|
|
|
2020
|
2019
|
|
|
2020
|
2019
|
||||||||||||
(In millions)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation, beginning of year
|
$
|
187.5
|
|
$
|
179.4
|
|
|
|
$
|
725.3
|
|
$
|
721.5
|
|
|
|
$
|
8.3
|
|
$
|
8.4
|
|
Service cost
|
9.7
|
|
11.5
|
|
|
|
—
|
|
0.1
|
|
|
|
—
|
|
—
|
|
||||||
Interest cost
|
5.1
|
|
6.5
|
|
|
|
14.4
|
|
16.9
|
|
|
|
0.3
|
|
0.3
|
|
||||||
Participant contributions
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
|
|
0.8
|
|
0.9
|
|
||||||
Plan amendments
|
—
|
|
—
|
|
|
|
—
|
|
7.1
|
|
|
|
—
|
|
—
|
|
||||||
Net actuarial loss (gain)
|
13.5
|
|
10.3
|
|
|
|
124.3
|
|
35.8
|
|
|
|
0.1
|
|
(0.4
|
)
|
||||||
Benefits paid (including lump sums)
|
(0.2
|
)
|
(13.1
|
)
|
|
|
(22.0
|
)
|
(17.0
|
)
|
|
|
(1.0
|
)
|
(0.9
|
)
|
||||||
Settlements
|
(45.8
|
)
|
(8.4
|
)
|
|
|
(4.0
|
)
|
(12.7
|
)
|
|
|
—
|
|
—
|
|
||||||
Contractual termination benefits
|
—
|
|
1.3
|
|
|
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
||||||
Foreign currency exchange rate impact
|
—
|
|
—
|
|
|
|
(22.9
|
)
|
(26.4
|
)
|
|
|
—
|
|
—
|
|
||||||
Benefit obligation, end of year
|
$
|
169.8
|
|
$
|
187.5
|
|
|
|
$
|
815.1
|
|
$
|
725.3
|
|
|
|
$
|
8.5
|
|
$
|
8.3
|
|
|
Pension
|
|
|
Postretirement
|
||||||||||||||||||
|
Domestic
|
|
|
International
|
|
|
Domestic
|
|||||||||||||||
June 30,
|
2020
|
2019
|
|
|
2020
|
2019
|
|
|
2020
|
2019
|
||||||||||||
(In millions)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets, beginning of year
|
$
|
135.4
|
|
$
|
139.0
|
|
|
|
$
|
872.1
|
|
$
|
841.5
|
|
|
|
$
|
—
|
|
$
|
—
|
|
Actual return on plan assets
|
6.9
|
|
9.2
|
|
|
|
112.7
|
|
75.5
|
|
|
|
—
|
|
—
|
|
||||||
Employer contributions
|
29.5
|
|
8.7
|
|
|
|
18.2
|
|
16.2
|
|
|
|
0.2
|
|
0.1
|
|
||||||
Participant contributions
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
|
|
0.8
|
|
0.8
|
|
||||||
Benefits paid (including lump sums)
|
(0.2
|
)
|
(13.1
|
)
|
|
|
(22.0
|
)
|
(17.0
|
)
|
|
|
(1.0
|
)
|
(0.9
|
)
|
||||||
Settlements
|
(45.8
|
)
|
(8.4
|
)
|
|
|
(4.0
|
)
|
(12.7
|
)
|
|
|
—
|
|
—
|
|
||||||
Foreign currency exchange rate impact
|
—
|
|
—
|
|
|
|
(28.1
|
)
|
(31.4
|
)
|
|
|
—
|
|
—
|
|
||||||
Fair value of plan assets, end of year
|
$
|
125.8
|
|
$
|
135.4
|
|
|
|
$
|
948.9
|
|
$
|
872.1
|
|
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Over (under) funded status, end of year
|
$
|
(44.0
|
)
|
$
|
(52.1
|
)
|
|
|
$
|
133.8
|
|
$
|
146.8
|
|
|
|
$
|
(8.5
|
)
|
$
|
(8.3
|
)
|
|
Pension
|
Postretirement
|
||||||||||||||||||||
|
Domestic
|
|
|
International
|
|
|
Domestic
|
|||||||||||||||
June 30,
|
2020
|
2019
|
|
|
2020
|
2019
|
|
|
2020
|
2019
|
||||||||||||
(In millions)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prepaid benefit cost
|
$
|
2.3
|
|
$
|
11.2
|
|
|
|
$
|
140.9
|
|
$
|
157.1
|
|
|
|
$
|
—
|
|
$
|
—
|
|
Accrued expenses-compensation and benefits
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Accrued benefit liability
|
(6.3
|
)
|
(28.0
|
)
|
|
|
(0.1
|
)
|
(0.2
|
)
|
|
|
(0.6
|
)
|
(0.6
|
)
|
||||||
Other noncurrent liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accrued benefit liability
|
(40.0
|
)
|
(35.3
|
)
|
|
|
(7.0
|
)
|
(10.1
|
)
|
|
|
(7.9
|
)
|
(7.7
|
)
|
||||||
Net amount recognized, end of year
|
$
|
(44.0
|
)
|
$
|
(52.1
|
)
|
|
|
$
|
133.8
|
|
$
|
146.8
|
|
|
|
$
|
(8.5
|
)
|
$
|
(8.3
|
)
|
|
Domestic
|
|
|
International
|
||||||||||||
June 30,
|
2020
|
|
2019
|
|
|
2020
|
|
2019
|
||||||||
(In millions)
|
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
$
|
45.9
|
|
|
$
|
63.4
|
|
|
|
$
|
7.1
|
|
|
$
|
10.3
|
|
Accumulated benefit obligation
|
37.9
|
|
|
57.1
|
|
|
|
7.1
|
|
|
10.3
|
|
||||
Fair value of plan assets
|
—
|
|
|
0.1
|
|
|
|
—
|
|
|
—
|
|
|
Pension
|
|
|
Postretirement
|
|||||||||||||||||||||||||||
|
Domestic
|
|
|
International
|
|
|
Domestic
|
||||||||||||||||||||||||
Years ended June 30,
|
2020
|
2019
|
2018
|
|
|
2020
|
2019
|
2018
|
|
|
2020
|
2019
|
2018
|
||||||||||||||||||
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Components of net periodic benefit costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Service cost
|
$
|
9.7
|
|
$
|
11.5
|
|
$
|
13.0
|
|
|
|
$
|
—
|
|
$
|
0.1
|
|
$
|
—
|
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
0.1
|
|
Interest cost
|
5.1
|
|
6.5
|
|
5.9
|
|
|
|
14.4
|
|
16.9
|
|
8.0
|
|
|
|
0.3
|
|
0.3
|
|
0.3
|
|
|||||||||
Expected return on plan assets
|
(9.2
|
)
|
(9.7
|
)
|
(10.5
|
)
|
|
|
(18.4
|
)
|
(31.5
|
)
|
(17.9
|
)
|
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Prior service cost (credit) amortization
|
0.5
|
|
0.5
|
|
0.3
|
|
|
|
0.2
|
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
(0.4
|
)
|
|||||||||
Actuarial loss (gain) amortization
|
2.8
|
|
1.9
|
|
2.0
|
|
|
|
—
|
|
—
|
|
—
|
|
|
|
(0.5
|
)
|
(0.6
|
)
|
(0.3
|
)
|
|||||||||
Settlement charges (credit)
|
13.0
|
|
2.7
|
|
—
|
|
|
|
1.2
|
|
(4.1
|
)
|
0.2
|
|
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Contractual termination benefits
|
—
|
|
1.3
|
|
—
|
|
|
|
—
|
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Net periodic benefit costs (credit)
|
$
|
21.9
|
|
$
|
14.7
|
|
$
|
10.7
|
|
|
|
$
|
(2.6
|
)
|
$
|
(18.6
|
)
|
$
|
(9.7
|
)
|
|
|
$
|
(0.2
|
)
|
$
|
(0.3
|
)
|
$
|
(0.3
|
)
|
|
Pension
|
|
Postretirement
|
|||||||||||||
|
Domestic
|
|
|
International
|
|
|
Domestic
|
|||||||||
June 30,
|
2020
|
2019
|
|
|
2020
|
2019
|
|
|
2020
|
2019
|
||||||
Weighted average assumptions
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
2.43
|
%
|
3.39
|
%
|
|
|
1.17
|
%
|
2.24
|
%
|
|
|
2.65
|
%
|
3.45
|
%
|
Rate of compensation increase
|
3.07
|
%
|
3.09
|
%
|
|
|
n/a
|
|
n/a
|
|
|
|
3.50
|
%
|
3.50
|
%
|
n/a - Not applicable
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
Postretirement
|
||||||||||||||||||
|
Domestic
|
|
International
|
|
|
Domestic
|
||||||||||||||||
Years ended June 30,
|
2020
|
2019
|
2018
|
|
|
2020
|
2019
|
2018
|
|
|
2020
|
2019
|
2018
|
|||||||||
Weighted average assumptions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Discount rate
|
3.39
|
%
|
4.03
|
%
|
3.41
|
%
|
|
|
2.24
|
%
|
2.57
|
%
|
2.57
|
%
|
|
|
3.45
|
%
|
4.10
|
%
|
3.65
|
%
|
Expected return on plan assets
|
8.00
|
%
|
8.00
|
%
|
8.00
|
%
|
|
|
2.20
|
%
|
3.89
|
%
|
4.87
|
%
|
|
|
n/a
|
|
n/a
|
|
n/a
|
|
Rate of compensation increase
|
3.09
|
%
|
3.50
|
%
|
3.50
|
%
|
|
|
n/a
|
|
n/a
|
|
3.50
|
%
|
|
|
3.50
|
%
|
3.50
|
%
|
3.50
|
%
|
n/a - Not applicable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Postretirement
|
|||||||
Assumed healthcare cost trend rates as of June 30,
|
|
2020
|
|
2019
|
|
2018
|
|||
Rate of increase in health care cost levels
|
|
|
|
|
|
|
|||
Initial level
|
|
5.50
|
%
|
|
6.00
|
%
|
|
6.50
|
%
|
Ultimate level
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Years to ultimate level
|
|
2 years
|
|
|
3 years
|
|
|
4 years
|
|
|
One
Percentage
Point Increase
|
|
One
Percentage
Point Decrease
|
||||||||
(In millions)
|
|
|
|
|
|
|
|
||||
Effect on service and interest cost components for fiscal 2020
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
Effect on postretirement benefit obligation as of June 30, 2020
|
|
0.4
|
|
|
|
|
(0.3
|
)
|
|
|
Domestic
|
|
|
International
|
||||||||||||||||||||||
|
2020 Allocation
|
|
|
2019 Allocation
|
|
|
2020 Allocation
|
|
|
2019 Allocation
|
||||||||||||||||
June 30,
|
Target
|
|
|
Actual
|
|
|
|
Target
|
|
|
Actual
|
|
|
|
Target
|
|
|
Actual
|
|
|
|
Target
|
|
|
Actual
|
|
Equity securities
|
70
|
%
|
|
69
|
%
|
|
|
70
|
%
|
|
68
|
%
|
|
|
7
|
%
|
|
6
|
%
|
|
|
7
|
%
|
|
7
|
%
|
Fixed-income securities
|
30
|
%
|
|
30
|
%
|
|
|
30
|
%
|
|
32
|
%
|
|
|
55
|
%
|
|
56
|
%
|
|
|
80
|
%
|
|
79
|
%
|
Other securities 1
|
—
|
%
|
|
1
|
%
|
|
|
—
|
%
|
|
—
|
%
|
|
|
38
|
%
|
|
38
|
%
|
|
|
13
|
%
|
|
14
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
1 Other primarily includes pooled investment funds and, for fiscal 2020, an insurance buy-in contract.
|
(In millions)
|
Total
Fair Value
|
|
Quoted Prices
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant
Unobservable
Inputs (Level 3)
|
||||||||||||||
June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Investments in registered investment companies
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity
|
$
|
86.2
|
|
|
|
$
|
63.9
|
|
|
|
$
|
22.3
|
|
|
|
$
|
—
|
|
|
Fixed Income
|
38.0
|
|
|
|
—
|
|
|
|
38.0
|
|
|
|
—
|
|
|
||||
Pooled separate accounts
|
1.6
|
|
|
|
—
|
|
|
|
1.6
|
|
|
|
—
|
|
|
||||
Total assets at fair value
|
$
|
125.8
|
|
|
|
$
|
63.9
|
|
|
|
$
|
61.9
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Investments in registered investment companies
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity
|
$
|
91.8
|
|
|
|
$
|
68.4
|
|
|
|
$
|
23.4
|
|
|
|
$
|
—
|
|
|
Fixed Income
|
43.0
|
|
|
|
—
|
|
|
|
43.0
|
|
|
|
—
|
|
|
||||
Pooled separate accounts
|
0.6
|
|
|
|
—
|
|
|
|
0.6
|
|
|
|
—
|
|
|
||||
Total assets at fair value
|
$
|
135.4
|
|
|
|
$
|
68.4
|
|
|
|
$
|
67.0
|
|
|
|
$
|
—
|
|
|
(In millions)
|
Total
Fair Value
|
|
Quoted Prices
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant
Unobservable
Inputs (Level 3)
|
||||||||||||||
June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
10.3
|
|
|
|
$
|
8.9
|
|
|
|
$
|
1.4
|
|
|
|
$
|
—
|
|
|
Pooled investments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity
|
58.8
|
|
|
|
1.5
|
|
|
|
57.3
|
|
|
|
—
|
|
|
||||
Fixed Income
|
277.2
|
|
|
|
9.3
|
|
|
|
267.9
|
|
|
|
—
|
|
|
||||
Other
|
253.6
|
|
|
|
—
|
|
|
|
253.6
|
|
|
|
—
|
|
|
||||
Insurance buy-in contract
|
349.0
|
|
|
|
—
|
|
|
|
—
|
|
|
|
349.0
|
|
|
||||
Total assets at fair value
|
$
|
948.9
|
|
|
|
$
|
19.7
|
|
|
|
$
|
580.2
|
|
|
|
$
|
349.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
121.8
|
|
|
|
$
|
119.5
|
|
|
|
$
|
2.3
|
|
|
|
$
|
—
|
|
|
Pooled investments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity
|
60.0
|
|
|
|
—
|
|
|
|
60.0
|
|
|
|
—
|
|
|
||||
Fixed Income
|
393.9
|
|
|
|
—
|
|
|
|
393.9
|
|
|
|
—
|
|
|
||||
Other
|
296.4
|
|
|
|
—
|
|
|
|
296.4
|
|
|
|
—
|
|
|
||||
Total assets at fair value
|
$
|
872.1
|
|
|
|
$
|
119.5
|
|
|
|
$
|
752.6
|
|
|
|
$
|
—
|
|
|
Year ended June 30,
|
2020
|
||
(in millions)
|
|
||
Balance at beginning of year
|
$
|
—
|
|
Purchase
|
353.6
|
|
|
Change in fair value
|
(3.2
|
)
|
|
Foreign currency translation
|
(1.4
|
)
|
|
Balance at end of year
|
$
|
349.0
|
|
Years ending June 30,
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||||||||||
(In millions)
|
|
Domestic
|
|
|
International
|
|
|
Domestic
|
|
||||||
2021
|
|
$
|
19.5
|
|
|
|
$
|
15.4
|
|
|
|
$
|
0.6
|
|
|
2022
|
|
16.7
|
|
|
|
16.6
|
|
|
|
0.6
|
|
|
|||
2023
|
|
15.3
|
|
|
|
17.1
|
|
|
|
0.6
|
|
|
|||
2024
|
|
16.3
|
|
|
|
18.0
|
|
|
|
0.5
|
|
|
|||
2025
|
|
19.2
|
|
|
|
20.0
|
|
|
|
0.6
|
|
|
|||
2026-2030
|
|
78.3
|
|
|
|
111.2
|
|
|
|
2.4
|
|
|
Restricted Stock
|
Shares
|
|
|
Weighted Average
Grant Date
Fair Value
|
|
Aggregate
Intrinsic
Value
|
|||||||||
(Shares in thousands and Aggregate Intrinsic Value in millions)
|
|
|
|
|
|
|
|
|
|
|
|||||
Nonvested at June 30, 2019
|
18.7
|
|
|
|
|
$
|
55.72
|
|
|
|
|
|
|
||
Granted
|
15.2
|
|
|
|
|
35.39
|
|
|
|
|
|
||||
Vested
|
(10.7
|
)
|
|
|
|
54.55
|
|
|
|
|
|
||||
Nonvested at June 30, 2020
|
23.2
|
|
|
|
|
42.90
|
|
|
|
|
$
|
0.3
|
|
|
Restricted Stock Units
|
Units
|
|
|
Weighted Average
Grant Date
Fair Value
|
|
Aggregate
Intrinsic
Value
|
|||||||||
(Units in thousands and Aggregate Intrinsic Value in millions)
|
|
|
|
|
|
|
|
|
|
|
|||||
Nonvested at June 30, 2019
|
481.7
|
|
|
|
|
$
|
53.34
|
|
|
|
|
|
|
||
Granted
|
296.2
|
|
|
|
|
35.50
|
|
|
|
|
|
|
|||
Vested
|
(201.8
|
)
|
|
|
|
52.28
|
|
|
|
|
|
|
|||
Forfeited
|
(44.6
|
)
|
|
|
|
47.26
|
|
|
|
|
|
|
|||
Nonvested at June 30, 2020
|
531.5
|
|
|
|
|
44.31
|
|
|
|
|
$
|
7.7
|
|
|
Stock Options
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
||||||||
(Options in thousands and Aggregate Intrinsic Value in millions)
|
|
|
|
|
|
|
|
|
|
|
|||||
Outstanding July 1, 2019
|
2,804.9
|
|
|
|
$
|
51.40
|
|
|
|
|
|
|
|
||
Granted
|
576.7
|
|
|
|
36.69
|
|
|
|
|
|
|
|
|||
Exercised
|
(35.0
|
)
|
|
|
29.31
|
|
|
|
|
|
|
|
|||
Forfeited
|
(450.6
|
)
|
|
|
50.96
|
|
|
|
|
|
|
|
|||
Outstanding June 30, 2020
|
2,896.0
|
|
|
|
48.81
|
|
|
|
7.0
|
|
$
|
—
|
|
|
|
Exercisable June 30, 2020
|
1,548.0
|
|
|
|
$
|
49.32
|
|
|
|
5.8
|
|
$
|
—
|
|
|
Years ended June 30,
|
2020
|
|
2019
|
|
2018
|
|||
Risk-free interest rate
|
1.4-1.8%
|
|
|
2.3-3.0%
|
|
|
1.8-2.6%
|
|
Expected dividend yield
|
5
|
%
|
|
4
|
%
|
|
4
|
%
|
Expected option life
|
6-6.5 yrs
|
|
|
6-6.5 yrs
|
|
|
4.9-7 yrs
|
|
Expected stock price volatility
|
40
|
%
|
|
33-35%
|
|
|
28-36%
|
|
Years ended June 30,
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
(In millions)
|
|
|
|
|
|
||||||
Number of shares
|
0.1
|
|
|
0.2
|
|
|
0.5
|
|
|||
Cost at market value
|
$
|
4.7
|
|
|
$
|
10.0
|
|
|
$
|
31.1
|
|
Years ended June 30,
|
2020
|
2019
|
2018
|
||||||
(In millions except per share data)
|
|
|
|
||||||
Net earnings (loss)
|
$
|
(234.3
|
)
|
$
|
46.3
|
|
$
|
99.4
|
|
Participating warrants dividend
|
(2.8
|
)
|
(3.6
|
)
|
(1.8
|
)
|
|||
Series A preferred stock dividend
|
(56.5
|
)
|
(55.9
|
)
|
(22.9
|
)
|
|||
Accretion of Series A preferred stock
|
(18.2
|
)
|
(17.6
|
)
|
(7.2
|
)
|
|||
Loss on redemption of Series A preferred stock
|
(163.6
|
)
|
—
|
|
—
|
|
|||
Other securities dividends
|
(0.6
|
)
|
(1.2
|
)
|
(1.1
|
)
|
|||
Basic earnings (loss) attributable to common shareholders
|
$
|
(476.0
|
)
|
$
|
(32.0
|
)
|
$
|
66.4
|
|
|
|
|
|
||||||
Basic weighted average common shares outstanding
|
45.7
|
|
45.3
|
|
44.9
|
|
|||
Basic earnings (loss) per common share
|
$
|
(10.41
|
)
|
$
|
(0.71
|
)
|
$
|
1.48
|
|
Years ended June 30,
|
2020
|
2019
|
2018
|
||||||
(In millions except per share data)
|
|
|
|
||||||
Basic weighted average common shares outstanding
|
45.7
|
|
45.3
|
|
44.9
|
|
|||
Dilutive effect of stock options and equivalents
|
—
|
|
0.2
|
|
0.3
|
|
|||
Diluted weighted average common shares outstanding
|
45.7
|
|
45.5
|
|
45.2
|
|
|||
|
|
|
|
||||||
Diluted earnings (loss) attributable to common shareholders
|
$
|
(476.0
|
)
|
$
|
(32.0
|
)
|
$
|
66.4
|
|
Diluted earnings (loss) per common share
|
(10.41
|
)
|
(0.70
|
)
|
1.47
|
|
Years ended June 30,
|
2020
|
|
2019
|
|
2018
|
||||||
(In millions)
|
|
|
|
|
|
||||||
Revenues
|
|
|
|
|
|
||||||
National media
|
$
|
2,081.6
|
|
|
$
|
2,326.6
|
|
|
$
|
1,572.6
|
|
Local media
|
769.3
|
|
|
863.8
|
|
|
693.1
|
|
|||
Total revenues, gross
|
2,850.9
|
|
|
3,190.4
|
|
|
2,265.7
|
|
|||
Intersegment revenue elimination
|
(2.3
|
)
|
|
(1.9
|
)
|
|
(1.5
|
)
|
|||
Total revenue
|
$
|
2,848.6
|
|
|
$
|
3,188.5
|
|
|
$
|
2,264.2
|
|
|
|
|
|
|
|
||||||
Segment profit (loss)
|
|
|
|
|
|
||||||
National media
|
$
|
(167.7
|
)
|
|
$
|
126.0
|
|
|
$
|
85.0
|
|
Local media
|
146.0
|
|
|
278.3
|
|
|
186.7
|
|
|||
Unallocated corporate
|
(72.4
|
)
|
|
(117.3
|
)
|
|
(184.8
|
)
|
|||
Income (loss) from operations
|
(94.1
|
)
|
|
287.0
|
|
|
86.9
|
|
|||
Non-operating income (expense), net
|
(1.3
|
)
|
|
24.2
|
|
|
0.7
|
|
|||
Interest expense, net
|
(145.8
|
)
|
|
(170.6
|
)
|
|
(97.2
|
)
|
|||
Earnings (loss) from continuing operations before income taxes
|
$
|
(241.2
|
)
|
|
$
|
140.6
|
|
|
$
|
(9.6
|
)
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
|
|
|
|
||||||
National media
|
$
|
176.5
|
|
|
$
|
206.5
|
|
|
$
|
92.9
|
|
Local media
|
38.9
|
|
|
36.6
|
|
|
33.2
|
|
|||
Unallocated corporate
|
4.5
|
|
|
4.5
|
|
|
2.9
|
|
|||
Total depreciation and amortization
|
$
|
219.9
|
|
|
$
|
247.6
|
|
|
$
|
129.0
|
|
|
|
|
|
|
|
||||||
Assets
|
|
|
|
|
|
||||||
National media
|
$
|
4,110.2
|
|
|
$
|
4,606.8
|
|
|
$
|
5,202.0
|
|
Local media
|
1,137.1
|
|
|
1,192.3
|
|
|
1,204.6
|
|
|||
Unallocated corporate
|
262.8
|
|
|
337.8
|
|
|
364.3
|
|
|||
Total assets
|
$
|
5,510.1
|
|
|
$
|
6,136.9
|
|
|
$
|
6,770.9
|
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
|
|
|
|
||||||
National media
|
$
|
19.9
|
|
|
$
|
13.0
|
|
|
$
|
11.0
|
|
Local media
|
19.5
|
|
|
25.1
|
|
|
21.0
|
|
|||
Unallocated corporate
|
16.0
|
|
|
8.3
|
|
|
21.2
|
|
|||
Total capital expenditures
|
$
|
55.4
|
|
|
$
|
46.4
|
|
|
$
|
53.2
|
|
Year ended June 30, 2020
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
|
||||||||||
(In millions except per share data)
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
National media
|
$
|
532.9
|
|
|
$
|
597.2
|
|
|
$
|
506.9
|
|
|
$
|
444.6
|
|
|
$
|
2,081.6
|
|
Local media
|
192.8
|
|
|
214.0
|
|
|
195.2
|
|
|
167.3
|
|
|
769.3
|
|
|||||
Intersegment elimination
|
(0.5
|
)
|
|
(0.7
|
)
|
|
(0.4
|
)
|
|
(0.7
|
)
|
|
(2.3
|
)
|
|||||
Total revenues
|
$
|
725.2
|
|
|
$
|
810.5
|
|
|
$
|
701.7
|
|
|
$
|
611.2
|
|
|
$
|
2,848.6
|
|
Operating profit (loss)
|
|
|
|
|
|
|
|
|
|
||||||||||
National media
|
$
|
28.1
|
|
|
$
|
100.5
|
|
|
$
|
(303.1
|
)
|
|
$
|
6.8
|
|
|
$
|
(167.7
|
)
|
Local media
|
38.4
|
|
|
54.8
|
|
|
24.4
|
|
|
28.4
|
|
|
146.0
|
|
|||||
Unallocated corporate
|
(23.6
|
)
|
|
(21.4
|
)
|
|
(15.3
|
)
|
|
(12.1
|
)
|
|
(72.4
|
)
|
|||||
Income (loss) from operations
|
$
|
42.9
|
|
|
$
|
133.9
|
|
|
$
|
(294.0
|
)
|
|
$
|
23.1
|
|
|
$
|
(94.1
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) from continuing operations
|
$
|
12.1
|
|
|
$
|
62.1
|
|
|
$
|
(289.4
|
)
|
|
$
|
6.2
|
|
|
$
|
(209.0
|
)
|
Discontinued operations
|
(6.0
|
)
|
|
(24.3
|
)
|
|
5.0
|
|
|
—
|
|
|
(25.3
|
)
|
|||||
Net earnings (loss)
|
$
|
6.1
|
|
|
$
|
37.8
|
|
|
$
|
(284.4
|
)
|
|
$
|
6.2
|
|
|
$
|
(234.3
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings (loss) per share attributable to common shareholders
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) from continuing operations
|
$
|
(0.17
|
)
|
|
$
|
0.93
|
|
|
$
|
(6.76
|
)
|
|
$
|
(3.84
|
)
|
|
$
|
(9.85
|
)
|
Net earnings (loss)
|
(0.30
|
)
|
|
0.39
|
|
|
(6.65
|
)
|
|
(3.84
|
)
|
|
(10.41
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Diluted earnings (loss) per share attributable to common shareholders
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) from continuing operations
|
(0.17
|
)
|
|
0.91
|
|
|
(6.76
|
)
|
|
(3.84
|
)
|
|
(9.85
|
)
|
|||||
Net earnings (loss)
|
(0.30
|
)
|
|
0.40
|
|
|
(6.65
|
)
|
|
(3.84
|
)
|
|
(10.41
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends per share
|
0.575
|
|
|
0.575
|
|
|
0.595
|
|
|
—
|
|
|
1.745
|
|
Year ended June 30, 2019
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
|
||||||||||
(In millions except per share data)
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
National media
|
$
|
560.6
|
|
|
$
|
616.2
|
|
|
$
|
562.3
|
|
|
$
|
587.5
|
|
|
$
|
2,326.6
|
|
Local media
|
214.4
|
|
|
262.4
|
|
|
188.4
|
|
|
198.6
|
|
|
863.8
|
|
|||||
Intersegment elimination
|
(0.6
|
)
|
|
(0.2
|
)
|
|
(0.6
|
)
|
|
(0.5
|
)
|
|
(1.9
|
)
|
|||||
Total revenues
|
$
|
774.4
|
|
|
$
|
878.4
|
|
|
$
|
750.1
|
|
|
$
|
785.6
|
|
|
$
|
3,188.5
|
|
Operating profit
|
|
|
|
|
|
|
|
|
|
||||||||||
National media
|
$
|
18.1
|
|
|
$
|
47.0
|
|
|
$
|
54.5
|
|
|
$
|
6.4
|
|
|
$
|
126.0
|
|
Local media
|
67.5
|
|
|
106.6
|
|
|
41.6
|
|
|
62.6
|
|
|
278.3
|
|
|||||
Unallocated corporate
|
(31.4
|
)
|
|
(19.9
|
)
|
|
(20.5
|
)
|
|
(45.5
|
)
|
|
(117.3
|
)
|
|||||
Income from operations
|
$
|
54.2
|
|
|
$
|
133.7
|
|
|
$
|
75.6
|
|
|
$
|
23.5
|
|
|
$
|
287.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) from continuing operations
|
$
|
16.2
|
|
|
$
|
88.1
|
|
|
$
|
28.4
|
|
|
$
|
(3.6
|
)
|
|
$
|
129.1
|
|
Discontinued operations
|
0.8
|
|
|
(69.5
|
)
|
|
(4.7
|
)
|
|
(9.4
|
)
|
|
(82.8
|
)
|
|||||
Net earnings (loss)
|
$
|
17.0
|
|
|
$
|
18.6
|
|
|
$
|
23.7
|
|
|
$
|
(13.0
|
)
|
|
$
|
46.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings (loss) per share attributable to common shareholders
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Earnings (loss) from continuing operations
|
$
|
(0.07
|
)
|
|
$
|
1.50
|
|
|
$
|
0.20
|
|
|
$
|
(0.51
|
)
|
|
$
|
1.12
|
|
Net earnings (loss)
|
(0.06
|
)
|
|
(0.03
|
)
|
|
0.10
|
|
|
(0.72
|
)
|
|
(0.71
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings (loss) per share attributable to common shareholders
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Earnings (loss) from continuing operations
|
(0.07
|
)
|
|
1.46
|
|
|
0.20
|
|
|
(0.51
|
)
|
|
1.12
|
|
|||||
Net earnings (loss)
|
(0.06
|
)
|
|
(0.01
|
)
|
|
0.10
|
|
|
(0.72
|
)
|
|
(0.70
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends per share
|
0.545
|
|
|
0.545
|
|
|
0.575
|
|
|
0.575
|
|
|
2.240
|
|
|
|
|
Additions
|
|
|
|||||||||||||||||
Reserves Deducted from Receivables in the Consolidated Financial Statements:
|
Balance at
beginning of
period
|
|
Acquired
|
Charged to
costs and
expenses
|
Charged to
other
accounts
|
|
Deductions
|
|
Balance at
end of
period
|
|||||||||||||
(In millions)
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Year ended June 30, 2020
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Reserve for doubtful accounts
|
$
|
15.4
|
|
|
$
|
—
|
|
$
|
15.8
|
|
$
|
—
|
|
|
$
|
(5.6
|
)
|
|
$
|
25.6
|
|
|
Reserve for returns
|
5.1
|
|
|
—
|
|
5.1
|
|
2.4
|
|
1
|
(9.0
|
)
|
|
3.6
|
|
|||||||
Income tax valuation allowance
|
21.7
|
|
|
—
|
|
—
|
|
—
|
|
|
(4.5
|
)
|
|
17.2
|
|
|||||||
Total
|
$
|
42.2
|
|
|
$
|
—
|
|
$
|
20.9
|
|
$
|
2.4
|
|
|
$
|
(19.1
|
)
|
|
$
|
46.4
|
|
|
Year ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Reserve for doubtful accounts
|
$
|
12.2
|
|
|
$
|
—
|
|
$
|
4.8
|
|
$
|
—
|
|
|
$
|
(1.6
|
)
|
|
$
|
15.4
|
|
|
Reserve for returns
|
2.2
|
|
|
—
|
|
8.8
|
|
3.4
|
|
2
|
(9.3
|
)
|
|
5.1
|
|
|||||||
Income tax valuation allowance
|
21.1
|
|
|
—
|
|
0.6
|
|
—
|
|
|
—
|
|
|
21.7
|
|
|||||||
Total
|
$
|
35.5
|
|
|
$
|
—
|
|
$
|
14.2
|
|
$
|
3.4
|
|
|
$
|
(10.9
|
)
|
|
$
|
42.2
|
|
|
Year ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Reserve for doubtful accounts
|
$
|
6.5
|
|
|
$
|
—
|
|
$
|
12.5
|
|
$
|
—
|
|
|
$
|
(6.8
|
)
|
|
$
|
12.2
|
|
|
Reserve for returns
|
1.5
|
|
|
—
|
|
3.1
|
|
—
|
|
|
(2.4
|
)
|
|
2.2
|
|
|||||||
Income tax valuation allowance
|
—
|
|
|
21.4
|
|
—
|
|
—
|
|
|
(0.3
|
)
|
|
21.1
|
|
|||||||
Total
|
$
|
8.0
|
|
|
$
|
21.4
|
|
$
|
15.6
|
|
$
|
—
|
|
|
$
|
(9.5
|
)
|
|
$
|
35.5
|
|
|
1
|
Amounts primarily charged against revenue accounts.
|
|||||||||||||||||||||
2
|
As a result of the Company's adoption of ASC 606 effective July 1, 2018, the Company recorded a reserve for underperformance of spot advertising of $3.4 million using the modified retrospective method. See Note 1 and Note 12 for further information on the adoption of ASC 606.
|
Years ended June 30,
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||||
(In millions except per share data)
|
|
|
|
|
|
|
|
|
|
||||||||||
Results of operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
2,848.6
|
|
|
$
|
3,188.5
|
|
|
$
|
2,264.2
|
|
|
$
|
1,713.3
|
|
|
$
|
1,649.6
|
|
Costs and expenses
|
2,306.7
|
|
|
2,511.2
|
|
|
1,855.5
|
|
|
1,334.8
|
|
|
1,334.8
|
|
|||||
Acquisition, disposition, and restructuring related activities
|
26.8
|
|
|
100.9
|
|
|
170.1
|
|
|
10.3
|
|
|
(36.4
|
)
|
|||||
Depreciation and amortization
|
219.9
|
|
|
247.6
|
|
|
129.0
|
|
|
53.8
|
|
|
59.1
|
|
|||||
Impairment of goodwill and other long-lived assets
|
389.3
|
|
|
41.8
|
|
|
22.7
|
|
|
6.2
|
|
|
161.5
|
|
|||||
Income (loss) from operations
|
(94.1
|
)
|
|
287.0
|
|
|
86.9
|
|
|
308.2
|
|
|
130.6
|
|
|||||
Non-operating income (expense), net
|
(1.3
|
)
|
|
24.2
|
|
|
0.7
|
|
|
0.9
|
|
|
—
|
|
|||||
Interest expense, net
|
(145.8
|
)
|
|
(170.6
|
)
|
|
(97.2
|
)
|
|
(18.8
|
)
|
|
(20.4
|
)
|
|||||
Income tax benefit (expense)
|
32.2
|
|
|
(11.5
|
)
|
|
123.6
|
|
|
(101.4
|
)
|
|
(76.3
|
)
|
|||||
Earnings (loss) from continuing operations
|
(209.0
|
)
|
|
129.1
|
|
|
114.0
|
|
|
188.9
|
|
|
33.9
|
|
|||||
Discontinued operations
|
(25.3
|
)
|
|
(82.8
|
)
|
|
(14.6
|
)
|
|
—
|
|
|
—
|
|
|||||
Net earnings (loss)
|
$
|
(234.3
|
)
|
|
$
|
46.3
|
|
|
$
|
99.4
|
|
|
$
|
188.9
|
|
|
$
|
33.9
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings (loss) per share information
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) from continuing operations
|
$
|
(9.85
|
)
|
|
$
|
1.12
|
|
|
$
|
1.80
|
|
|
$
|
4.23
|
|
|
$
|
0.76
|
|
Discontinued operations
|
(0.56
|
)
|
|
(1.83
|
)
|
|
(0.32
|
)
|
|
—
|
|
|
—
|
|
|||||
Net earnings (loss)
|
$
|
(10.41
|
)
|
|
$
|
(0.71
|
)
|
|
$
|
1.48
|
|
|
$
|
4.23
|
|
|
$
|
0.76
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings (loss) per share information
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) from continuing operations
|
$
|
(9.85
|
)
|
|
$
|
1.12
|
|
|
$
|
1.79
|
|
|
$
|
4.16
|
|
|
$
|
0.75
|
|
Discontinued operations
|
(0.56
|
)
|
|
(1.82
|
)
|
|
(0.32
|
)
|
|
—
|
|
|
—
|
|
|||||
Net earnings (loss)
|
$
|
(10.41
|
)
|
|
$
|
(0.70
|
)
|
|
$
|
1.47
|
|
|
$
|
4.16
|
|
|
$
|
0.75
|
|
Average diluted shares outstanding
|
45.7
|
|
|
45.5
|
|
|
45.2
|
|
|
45.4
|
|
|
45.4
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other per share information
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends
|
$
|
1.745
|
|
|
$
|
2.240
|
|
|
$
|
2.130
|
|
|
$
|
2.030
|
|
|
$
|
1.905
|
|
Stock price-high
|
56.86
|
|
|
62.40
|
|
|
72.25
|
|
|
66.25
|
|
|
53.11
|
|
|||||
Stock price-low
|
10.01
|
|
|
47.46
|
|
|
47.30
|
|
|
43.85
|
|
|
35.03
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial position at June 30,
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
$
|
884.8
|
|
|
$
|
1,350.1
|
|
|
$
|
2,016.7
|
|
|
$
|
505.4
|
|
|
$
|
481.2
|
|
Working capital
|
153.1
|
|
|
89.3
|
|
|
790.9
|
|
|
45.7
|
|
|
3.3
|
|
|||||
Total assets
|
5,510.1
|
|
|
6,136.9
|
|
|
6,770.9
|
|
|
2,729.7
|
|
|
2,626.8
|
|
|||||
Long-term obligations (including current portion)
|
2,998.6
|
|
|
2,348.3
|
|
|
3,165.3
|
|
|
729.9
|
|
|
703.6
|
|
|||||
Redeemable, convertible Series A preferred stock
|
—
|
|
|
540.2
|
|
|
522.6
|
|
|
—
|
|
|
—
|
|
|||||
Shareholders’ equity
|
388.2
|
|
|
974.6
|
|
|
1,097.5
|
|
|
996.0
|
|
|
889.0
|
|
|||||
Number of employees at June 30,
|
5,511
|
|
|
5,899
|
|
|
7,924
|
|
|
3,653
|
|
|
3,790
|
|
|
PART III |
|
|
PART IV |
|
|
|
Amended and Restated Severance Agreement in the form entered into between the Company and its executive officers is incorporated herein by reference to Exhibit 10 to the Company's Quarterly Report on Form 10-Q for the period ended December 31, 2016. *
|
|
|
|
|
|
|
|
Meredith Corporation 2014 Stock Incentive Plan is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 18, 2014. *
|
|
|
|
|
|
|
|
Form of the Nonqualified Stock Option Award Agreement for Employees for the 2014 Stock Incentive Plan is incorporated herein by reference to Exhibit 10.20 to the Company's Annual Report on Form 10–K for the year ended June 30, 2017. *
|
|
|
|
|
|
|
|
Form of the Nonqualified Stock Option Award Agreement for Non-Employee Directors for the 2014 Stock Incentive Plan is incorporated herein by reference to Exhibit 10.21 to the Company's Annual Report on Form 10–K for the year ended June 30, 2017. *
|
|
|
|
|
|
|
|
Form of the Restricted Stock Award Agreement for Employees for the 2014 Stock Incentive Plan is incorporated herein by reference to Exhibit 10.22 to the Company's Annual Report on Form 10–K for the year ended June 30, 2017. *
|
|
|
|
|
|
|
|
Form of the Restricted Stock Award Agreement for Non-Employee Directors for the 2014 Stock Incentive Plan is incorporated herein by reference to Exhibit 10.23 to the Company's Annual Report on Form 10–K for the year ended June 30, 2017. *
|
|
|
|
|
|
|
|
Form of Restricted Stock Unit Award Agreement - Time Vested for the 2014 Stock Incentive Plan is incorporated herein by reference to Exhibit 10.24 to the Company's Annual Report on Form 10–K for the year ended June 30, 2017. *
|
|
|
|
|
|
|
|
Form of Restricted Stock Unit Award Agreement - Performance-Based for the 2014 Stock Incentive Plan is incorporated herein by reference to Exhibit 10.25 to the Company's Annual Report on Form 10–K for the year ended June 30, 2017. *
|
|
|
|
|
|
|
|
Credit Agreement, dated as of January 31, 2018, by and among Meredith Corporation, the Guarantors, the lenders party thereto from time to time and Royal Bank of Canada, as administrative agent and collateral agent, is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 31, 2018.
|
|
|
|
|
|
|
|
Amendment No. 1 to Credit Agreement, dated as of October 26, 2018, by and among Meredith Corporation, the Guarantors, the lenders party thereto from time to time and Royal Bank of Canada, as administrative agent and collateral agent is incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2018.
|
|
|
|
|
|
|
|
Amendment No. 2 to Credit Agreement, dated as of February 19, 2020, by and among Meredith Corporation, the Guarantors, the lenders party thereto from time to time, and Royal Bank of Canada, as administrative agent and collateral agent is incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2020.
|
|
|
|
|
|
|
|
Amendment No. 3 to Credit Agreement, dated as of June 22, 2020, by and among Meredith Corporation, the Guarantors, the lenders party thereto from time to time, and Royal Bank of Canada, as administrative agent and collateral agent.
|
|
|
|
|
|
|
|
Amendment No. 4 to Credit Agreement dated June 29, 2020, by and among Meredith Corporation, the Guarantors, the lenders party thereto from time to time, and Royal Bank of Canada, as administrative agent and collateral agent.
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
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)
|
*
|
Management contract or compensatory plan or arrangement
|
#
|
Confidential treatment has been granted with respect to portions of this exhibit (indicated by asterisks) and those portions have been separately filed with the SEC.
|
†
|
These certifications are being furnished solely to accompany this Annual Report on Form 10-K 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.
|
MEREDITH CORPORATION
|
/s/ John S. Zieser
|
John S. Zieser,
Chief Development Officer/
General Counsel and Secretary
|
/s/ Jason Frierott
|
|
/s/ Thomas H. Harty
|
Jason Frierott,
Chief Financial Officer
(Principal Financial and Accounting
Officer)
|
|
Thomas H. Harty, President,
Chief Executive Officer, and Director
(Principal Executive Officer)
|
|
|
|
/s/ Stephen M. Lacy
|
|
/s/ D. Mell Meredith Frazier
|
Stephen M. Lacy,
Chairman of the Board and Director
|
|
D. Mell Meredith Frazier,
Vice Chairman of the Board and Director |
|
|
|
/s/ Donald A. Baer
|
|
/s/ Donald C. Berg
|
Donald A. Baer, Director
|
|
Donald C. Berg, Director
|
|
|
|
/s/ Gregory G. Coleman
|
|
/s/ Beth J. Kaplan
|
Gregory G. Coleman, Director
|
|
Beth J. Kaplan, Director
|
|
|
|
/s/ Paula A. Kerger
|
|
/s/ Christopher Roberts III
|
Paula A. Kerger, Director
|
|
Christopher Roberts III, Director
|
|
|
|
/s/ Elizabeth E. Tallett
|
|
|
Elizabeth E. Tallett, Director
|
|
|
(a)
|
when two-thirds of the continuing directors (as that term is defined in Article VII) have approved in advance the transaction that caused the person to become a substantial stockholder or have approved the business combination prior to the person having become a substantial stockholder;
|
(b)
|
the business combination is solely with a direct or indirect wholly owned subsidiary; or
|
(c)
|
the business combination is a merger or consolidation and the cash or fair market value of the consideration received per share of common stock is not less than the fair price of the common stock (as those terms are defined in Article VII).
|
1.
|
Existing Credit Agreement Amendments. Effective as of the Amendment No. 3 Effective Date, the Existing Credit Agreement is hereby amended as follows:
|
(a)
|
Section 1.01 of the Existing Credit Agreement is hereby amended by adding the following new defined terms in their correct alphabetical order:
|
(b)
|
The definition of “Applicable Rate” set forth in Section 1.01 of the Existing Credit Agreement is hereby amended by replacing clause (b) thereof in its entirety with the following:
|
Applicable Rate
|
||||
Pricing Level
|
Consolidated Net Leverage Ratio
|
Eurocurrency Rate and Letter of Credit Fees
|
Base Rate
|
Unused Commitment Fee Rate
|
1
|
> 3.50 to 1.00
|
3.50%
|
2.50%
|
0.500%
|
2
|
< 3.50 to 1.00 and > 3.00 to 1.00
|
3.25%
|
2.25%
|
0.500%
|
3
|
< 3.00 to 1.00 and > 2.50 to 1.00
|
3.00%
|
2.00%
|
0.500%
|
4
|
< 2.50 to 1.00 and > 2.00 to 1.00
|
2.75%
|
1.75%
|
0.375%
|
5
|
< 2.00 to 1.00
|
2.50%
|
1.50%
|
0.375%
|
Applicable Rate
|
||||
Pricing Level
|
Consolidated Net Leverage Ratio
|
Eurocurrency Rate and Letter of Credit Fees
|
Base Rate
|
Unused Commitment Fee Rate
|
1
|
> 2.50 to 1.00
|
3.00%
|
2.00%
|
0.500%
|
2
|
< 2.50 to 1.00 and > 2.00 to 1.00
|
2.75%
|
1.75%
|
0.375%
|
3
|
< 2.00 to 1.00
|
2.50%
|
1.50%
|
0.375%
|
(c)
|
Section 7.08 of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
|
2.
|
Covenant Relief Period Conditions. Each of the Loan Parties and the Required Lenders hereby agree that during the Covenant Relief Period, the Borrower shall comply with each of the following (collectively, the “Covenant Relief Period Conditions”):
|
(a)
|
the Borrower shall not incur, or permit any Restricted Subsidiary to incur, any Indebtedness under clause (a) of the definition of Maximum Incremental Extension of Credit Amount set forth in the Credit Agreement.
|
(b)
|
the Borrower shall not permit any Non-Guarantor Subsidiary to incur any Indebtedness or issue Disqualified Stock or Preferred Stock pursuant to Section 7.02(a) or clause (xvii) of Section 7.02(b) of the Credit Agreement.
|
(c)
|
the Borrower shall not, and shall not permit any Restricted Subsidiary to, make any Restricted Payment in reliance on Section 7.05(b)(vi) of the Credit Agreement other than Restricted Payments not in excess of (x) the amount of any payment due in connection with the redemption of the Borrower’s Series A preferred stock, plus (y) the amount that would be due at any time of determination upon cash settlement of the warrant issued to KED MDP Investments LLC, if exercised at such time.
|
(d)
|
if the Borrower or any Restricted Subsidiary Disposes of property or assets in reliance on clause (x) of Section 7.04 of the Credit Agreement, any Material Disposition occurs or any Casualty Event occurs, then (A) subject to Section 2.05(b)(vi) of the Credit Agreement, the Borrower shall repay Term Loans in an amount equal to 100% of all Net Proceeds received regardless of whether such Disposition, Material Disposition or Casualty Event results in the realization or receipt by the Borrower or a Restricted Subsidiary of Net Proceeds in excess of $25 million; provided that the Borrower may apply such Net Proceeds on a pro rata basis to the payment of the Term Loans and Other Applicable Indebtedness in accordance with the first and second provisos set forth in Section 2.05(b)(i) of the Credit Agreement and (B) no prepayment shall be required pursuant to this Section 2(d) with respect to such portion of such Net Proceeds only to the extent that the Borrower or the relevant Restricted Subsidiary shall have used such proceeds to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business of the Borrower or any of its Restricted Subsidiaries or to make Permitted Acquisitions or any acquisition of all or substantially all the assets of, or all the Equity Interests (other than directors’ qualifying shares) in, a Person or division or line of business of a Person (or any subsequent investment made in a Person, division or line of business previously acquired), in each case within 6 months of such receipt (as set forth in a notice from the Borrower to the Administrative Agent to be delivered on or prior to the date which is 10 Business Days after the date of receipt of the applicable Net Proceeds).
|
3.
|
Effective Date Conditions. This Amendment will become effective on the date (the “Amendment No. 3 Effective Date”), on which each of the following conditions have been satisfied (or waived by the Lead Arranger) in accordance with the terms therein:
|
(a)
|
the Administrative Agent (or its counsel) shall have received from each of the Borrower, the other Loan Parties party hereto and Consenting Revolving Credit Lenders constituting the Required Class Lenders of the Revolving Credit Facility, either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has signed a counterpart to this Amendment;
|
(b)
|
the Administrative Agent shall have received certificates of the Borrower dated as of the Amendment No. 3 Effective Date and Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions or similar consents adopted by the Borrower approving or consenting to this Amendment, (B) certifying that the articles of incorporation and by-laws
|
(c)
|
the Administrative Agent shall have received (i) for the account of each Consenting Revolving Credit Lender, a consent fee in an amount equal to 0.15% of the Revolving Credit Commitments held by such Consenting Revolving Credit Lender and (ii) all other fees and amounts previously agreed to in writing by the Lead Arranger and the Borrower to be due on or prior to the Amendment No. 3 Effective Date, including, to the extent invoiced at least three Business Days prior to the Amendment No. 3 Effective Date (or such later date as is reasonably agreed by the Borrower), the reasonable and documented out-of-pocket legal fees and expenses and the reasonable and documented out-of-pocket fees and expenses of any other advisors in accordance with the terms of the Credit Agreement;
|
(d)
|
the representations and warranties in Section 4 of this Amendment shall be true and correct in all material respects on and as of the Amendment No. 3 Effective Date (except to the extent such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date); provided that, to the extent that such representations and warranties are qualified by materiality, material adverse effect or other similar language, they shall be true and correct in all respects;
|
(e)
|
no Default or Event of Default shall exist on the Amendment No. 3 Effective Date before or after giving effect to the effectiveness of this Amendment; and
|
(f)
|
the Borrower shall have redeemed all of its issued and outstanding Series A Preferred Stock.
|
4.
|
Representations and Warranties. On the Amendment No. 3 Effective Date, each Loan Party hereby represents and warrants that:
|
(a)
|
such Loan Party has all requisite power and authority to execute, deliver and perform its obligations under this Amendment;
|
(b)
|
the execution, delivery and performance by each of the Loan Parties of this Amendment (i) has been duly authorized by all necessary corporate or other organizational action and (ii) do not and will not (A) contravene the terms of any of such Person’s Organization Documents; (B) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than Permitted Liens) (x) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject or (y) any material agreement to which such Person is a party; or (C) violate any material Law applicable to the Loan Parties; except, (A) with respect to any conflict, breach, violation or contravention referred to in clause (B) or (C), to the extent that such conflict, breach, violation or contravention would not reasonably be expected to have a Material Adverse Effect and (B) subject to containing those consents required pursuant to Section 8.02(e) of the Credit Agreement;
|
(c)
|
this Amendment has been duly executed and delivered by each Loan Party that is a party hereto and constitutes, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;
|
(d)
|
no material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or third party is necessary or required in connection with the execution, delivery or performance by any Loan Party of this Amendment or the transactions contemplated hereby, except for (i) filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Collateral Agent, (ii) those approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, given, taken, given or made and are in full force effect (or, with respect to the consummation of the Transactions, will be duly obtained, taken, given or made and will be in full force and effect, in each case within the time period required to be so obtained, taken, given or made), (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect, (iv) the filing of certain Loan Documents with the FCC after the Amendment No. 3 Effective Date and (v) those consents required pursuant to Section 8.02(e) of the Credit Agreement; and
|
(e)
|
both immediately before and after giving effect to the Amendment No. 3 Effective Date (i) the representations and warranties of the Loan Parties set forth in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects, in each case, on and as of the Amendment No. 3 Effective Date with the same effect as though such representations and warranties had been made on and as of the Amendment No. 3 Effective Date (except to the extent such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date), provided that, to the extent that such representations and warranties are qualified by materiality, material adverse effect or other similar language, they shall be true and correct in all respects and (ii) no Default or Event of Default shall have occurred and be continuing on the Amendment No. 3 Effective Date or would result from the consummation of this Amendment and the transactions contemplated hereby.
|
5.
|
Reaffirmation of the Loan Parties; Reference to and Effect on the Credit Agreement and the other Loan Documents.
|
(a)
|
Each Loan Party hereby consents to the amendment of the Credit Agreement effected hereby and confirms and agrees that, notwithstanding the effectiveness of this Amendment, each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Credit Agreement, this Amendment or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case as amended by this Amendment. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms that the existing security interests and/or guarantees granted by such Loan Party in favor of the Secured Parties pursuant to the Loan Documents in the Collateral described therein shall continue to secure the obligations of the Loan Parties under the Credit Agreement and the other Loan Documents as and to the extent provided in the Loan Documents. Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force.
|
(b)
|
Except to the extent expressly set forth in this Amendment, the execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent or Lender under, the Credit Agreement or any of the other Loan Documents.
|
(c)
|
On and after the Amendment No. 3 Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to
|
6.
|
Amendment, Modification and Waiver. This Amendment may not be amended, modified or waived except as permitted by Section 10.01 of the Credit Agreement.
|
7.
|
Entire Agreement. This Amendment, the other Loan Documents and the agreements regarding certain fees referred to herein comprise the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. Nothing in this Amendment or in the other Loan Documents, expressed or implied, is intended to confer upon any party other than the parties hereto and thereto any rights, remedies, obligations or liabilities under or by reason of this Amendment or the other Loan Documents. This Amendment shall not constitute a novation of any amount owing under the Credit Agreement and all amounts owing in respect of principal, interest, fees and other amounts pursuant to the Credit Agreement and the other Loan Documents shall, to the extent not paid on or prior to the Amendment No. 3 Effective Date, continue to be owing under the Credit Agreement or such other Loan Documents until paid in accordance therewith.
|
8.
|
APPLICABLE LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CONFLICTS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. SECTION 10.15 OF THE CREDIT AGREEMENT IS HEREBY INCORPORATED BY REFERENCE INTO THIS AMENDMENT AS IF SUCH PROVISION WERE SET FORTH IN FULL HEREIN MUTATIS MUTANDIS AND SHALL APPLY HERETO.
|
9.
|
Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby; and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
|
10.
|
Counterparts; Electronic Signatures. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or email pdf of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment and/or any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record. This Amendment shall become effective as provided in Section 3.
|
11.
|
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
|
12.
|
Loan Document. On and after the Amendment No. 3 Effective Date, this Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
|
MEREDITH CORPORATION
|
||
as the Borrower
|
||
|
|
|
|
|
|
By:
|
/s/ Jason Frierott
|
|
Name:
|
Jason Frierott
|
|
Title:
|
Chief Financial Officer
|
KPHO BROADCASTING CORPORATION
|
KPTV-KPDX BROADCASTING CORPORATION
|
KVVU BROADCASTING CORPORATION
|
each as a Guarantor
|
By:
|
/s/ Kevin M. Wagner
|
|
Name:
|
Kevin M. Wagner
|
|
Title:
|
Treasurer
|
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.
|
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.
|
VIANT TECHNOLOGY HOLDING INC.
|
each as a Guarantor
|
By:
|
/s/ Kevin M. Wagner
|
|
Name:
|
Kevin M. Wagner
|
|
Title:
|
President
|
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
|
each as a Guarantor
|
By:
|
/s/ Kevin M. Wagner
|
|
Name:
|
Kevin M. Wagner
|
|
Title:
|
President
|
ROYAL BANK OF CANADA,
|
|
as Administrative Agent and Collateral Agent
|
|
|
|
By:
|
/s/ Ann Hurley
|
|
Name: Ann Hurley
|
|
Title: Manager, Agency
|
ROYAL BANK OF CANADA,
|
|
as a Revolving Credit Lender
|
|
|
|
By:
|
/s/ Alonse Simone
|
|
Name: Alfonse Simone
|
|
Title: Authorized Signatory
|
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
|
|
as a Revolving Credit Lender
|
|
|
|
By:
|
/s/ Judith Smith
|
|
Name: Judith Smith
|
|
Title: Authorized Signatory
|
|
|
By:
|
/s/ Nicolas Thierry
|
|
Name: Nicolas Thierry
|
|
Title: Authorized Signatory
|
BARCLAYS BANK PLC,
|
|
as a Revolving Credit Lender
|
|
|
|
By:
|
/s/ Martin R. Corrigan
|
|
Name: Martin Corrigan
|
|
Title: Vice President
|
CITBANK, N.A.,
|
|
as a Revolving Credit Lender
|
|
|
|
By:
|
/s/ Keith Lukasavich
|
|
Name: Keith Lukasavich
|
|
Title: Vice President & Managing Director
|
BNP PARIBAS,
|
|
as a Revolving Credit Lender
|
|
|
|
By:
|
/s/ David Berger
|
|
Name: David Berger
|
|
Title: Managing Director
|
|
|
By:
|
/s/ Mark Scioscia
|
|
Name: Mark Scioscia
|
|
Title: Vice President
|
CAPITAL ONE, NATIONAL ASSOCIATION,
|
|
as a Revolving Credit Lender
|
|
|
|
By:
|
/s/ Charlie Trisiripisal
|
|
Name: Charlie Trisiripisal
|
|
Title: Duly Authorized Signatory
|
Fifth Third Bank, National Association,
|
|
as a Revolving Credit Lender
|
|
|
|
By:
|
/s/ Joseph Alexander
|
|
Name: Joe Alexander
|
|
Title: Principal
|
Bankers Trust Company,
|
|
as a Revolving Credit Lender
|
|
|
|
By:
|
/s/ Jayme Fry
|
|
Name: Jayme Fry
|
|
Title: Vice President, Commercial RM
|
The Northern Trust Company,
|
|
as a Revolving Credit Lender
|
|
|
|
By:
|
/s/ Lisa DeCristofaro
|
|
Name: Lisa DeCristofaro
|
|
Title: SVP
|
1.
|
Existing Credit Agreement Amendments. Effective as of the Amendment No. 4 Effective Date, the Existing Credit Agreement is hereby amended as follows:
|
(a)
|
The Existing Credit Agreement is hereby amended and supplemented by attaching thereto Schedule 1.01A hereto, which sets forth the Tranche B-3 Term Commitments of each of the Tranche B-3 Term Lenders.
|
(b)
|
The Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Annex A hereto.
|
2.
|
Tranche B-3 Term Loans. Subject to the terms and conditions set forth herein, each Tranche B-3 Term Lender severally agrees to make Tranche B-3 Term Loans to the Borrower in a single borrowing in Dollars on the Amendment No. 4 Effective Date. The Tranche B-3 Term Loans shall be subject to the following terms and conditions:
|
(a)
|
Terms Generally. On and after the Amendment No. 4 Effective Date, other than as set forth herein or in the Credit Agreement: (i) for all purposes under the Credit Agreement and the other Loan Documents, the Tranche B-3 Term Loans shall constitute “Term Loans” and shall have the same terms as the Term Loans outstanding immediately prior to the Amendment No. 4 Effective Date under the Existing Credit Agreement (the “Existing Term Loans”) and shall be treated for purposes of voluntary and mandatory prepayments and all other terms as Existing Term Loans under the Existing Credit Agreement (it being understood that the Tranche B-3 Term Loans shall constitute a separate Class of Term Loans from the Tranche B-1 Term Loans and Tranche B-2 Term Loans under the Credit Agreement), and (ii) each Tranche B-3 Term Lender shall be deemed, and shall have all rights of, a “Term Lender” under the Credit Agreement and the other Loan Documents.
|
(b)
|
Credit Agreement Governs. Except as set forth in this Amendment, the Tranche B-3 Term Loans shall otherwise be subject to the provisions of the Credit Agreement and the other Loan Documents.
|
(c)
|
Use of Proceeds. The proceeds of the Tranche B-3 Term Loans made on the Amendment No. 4 Effective Date shall be used for the purposes set forth in Section 6.15(a) of the Credit Agreement.
|
3.
|
Effective Date Conditions. This Amendment will become effective on the date (the “Amendment No. 4 Effective Date”), on which each of the following conditions have been satisfied (or waived by the Lead Arranger) in accordance with the terms therein:
|
(a)
|
the Administrative Agent (or its counsel) shall have received (A) from each of the Borrower, the other Loan Parties party hereto and the Tranche B-3 Term Lenders, either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has signed a counterpart to this Amendment and (B) from each of the Borrower, the other Loan Parties and the Senior Secured Notes Agent, a counterpart of the First Lien Pari Passu Intercreditor Agreement signed by such party;
|
(b)
|
the Administrative Agent shall have received certificates of each Loan Party party hereto dated as of the Amendment No. 4 Effective Date and Responsible Officer thereof (i) (A) certifying and attaching the resolutions or similar consents adopted by such Loan Party approving or consenting to this Amendment and the Tranche B-3 Term Loans, (B) certifying that the articles of incorporation and by-laws of each Loan Party either (x) have not been
|
(c)
|
the Administrative Agent shall have received all fees and amounts previously agreed to in writing by the Lead Arranger and the Borrower to be due on or prior to the Amendment No. 4 Effective Date, including, to the extent invoiced at least three Business Days prior to the Amendment No. 4 Effective Date (or such later date as is reasonably agreed by the Borrower), the reasonable and documented out-of-pocket legal fees and expenses and the reasonable and documented out-of-pocket fees and expenses of any other advisors in accordance with the terms of the Credit Agreement;
|
(d)
|
the representations and warranties in Section 4 of this Amendment shall be true and correct in all material respects on and as of the Amendment No. 4 Effective Date (except to the extent such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date); provided that, to the extent that such representations and warranties are qualified by materiality, material adverse effect or other similar language, they shall be true and correct in all respects;
|
(e)
|
no Default or Event of Default shall exist on the Amendment No. 4 Effective Date or would result from the incurrence of the Tranche B-3 Term Loans or the application of proceeds therefrom;
|
(f)
|
the Borrower shall have, or substantially concurrently with, and in any event within one day of, the making of the Tranche B-3 Term Loans will have, redeemed all of its issued and outstanding Series A Preferred Stock;
|
(g)
|
the Senior Secured Notes shall have been (or substantially concurrently with the making of the Tranche B-3 Term Loans, shall be) issued in an amount of $300 million;
|
(h)
|
the Administrative Agent shall have received a certificate attesting to the Solvency of the Borrower and its Subsidiaries on a combined basis after giving effect to incurrence of the Tranche B-3 Term Loans and the Senior Secured Notes, from the Borrower’s chief financial officer, dated as of the Amendment No. 4 Effective date, substantially in the form of Exhibit H to the Credit Agreement; and
|
(i)
|
the Administrative Agent shall have received favorable opinions of each of (A) Cooley LLP and (B) Nyemaster Goode, P.C., counsel to the Loan Parties and, in each case, addressed to the Administrative Agent and each Lender.
|
4.
|
Representations and Warranties. On the Amendment No. 4 Effective Date, each Loan Party hereby represents and warrants that:
|
(a)
|
such Loan Party has all requisite power and authority to execute, deliver and perform its obligations under this Amendment;
|
(b)
|
the execution, delivery and performance by each of the Loan Parties of this Amendment (i) has been duly authorized by all necessary corporate or other organizational action and (ii) do not and will not (A) contravene the terms of any of such Person’s Organization Documents; (B) conflict with or result in any breach or contravention of, or the creation of
|
(c)
|
this Amendment has been duly executed and delivered by each Loan Party that is a party hereto and constitutes, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;
|
(d)
|
no material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or third party is necessary or required in connection with the execution, delivery or performance by any Loan Party of this Amendment or the transactions contemplated hereby, except for (i) filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Collateral Agent, (ii) those approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, given, taken, given or made and are in full force effect, (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect, (iv) the filing of certain Loan Documents with the FCC after the Amendment No. 4 Effective Date and (v) those consents required pursuant to Section 8.02(e) of the Credit Agreement; and
|
(e)
|
both immediately before and after giving effect to the Amendment No. 4 Effective Date (i) the representations and warranties of the Loan Parties set forth in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects, in each case, on and as of the Amendment No. 4 Effective Date with the same effect as though such representations and warranties had been made on and as of the Amendment No. 4 Effective Date (except to the extent such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date), provided that, to the extent that such representations and warranties are qualified by materiality, material adverse effect or other similar language, they shall be true and correct in all respects and (ii) no Default or Event of Default shall have occurred and be continuing on the Amendment No. 4 Effective Date or would result from the consummation of this Amendment and the transactions contemplated hereby.
|
5.
|
Reaffirmation of the Loan Parties; Reference to and Effect on the Credit Agreement and the other Loan Documents.
|
(a)
|
Each Loan Party hereby consents to the amendment of the Credit Agreement effected hereby and confirms and agrees that, notwithstanding the effectiveness of this Amendment, each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Credit Agreement, this Amendment or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case as amended by this Amendment. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms that the existing security interests and/or guarantees granted by such Loan Party in favor of the Secured Parties pursuant to the Loan Documents in the Collateral described therein shall
|
(b)
|
Except to the extent expressly set forth in this Amendment, the execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent or Lender under, the Credit Agreement or any of the other Loan Documents.
|
(c)
|
On and after the Amendment No. 4 Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment.
|
6.
|
Amendment, Modification and Waiver. This Amendment may not be amended, modified or waived except as permitted by Section 10.01 of the Credit Agreement.
|
7.
|
Entire Agreement. This Amendment, the other Loan Documents and the agreements regarding certain fees referred to herein comprise the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. Nothing in this Amendment or in the other Loan Documents, expressed or implied, is intended to confer upon any party other than the parties hereto and thereto any rights, remedies, obligations or liabilities under or by reason of this Amendment or the other Loan Documents. This Amendment shall not constitute a novation of any amount owing under the Credit Agreement and all amounts owing in respect of principal, interest, fees and other amounts pursuant to the Credit Agreement and the other Loan Documents shall, to the extent not paid on or prior to the Amendment No. 4 Effective Date, continue to be owing under the Credit Agreement or such other Loan Documents until paid in accordance therewith.
|
8.
|
APPLICABLE LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CONFLICTS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. SECTION 10.15 OF THE CREDIT AGREEMENT IS HEREBY INCORPORATED BY REFERENCE INTO THIS AMENDMENT AS IF SUCH PROVISION WERE SET FORTH IN FULL HEREIN MUTATIS MUTANDIS AND SHALL APPLY HERETO.
|
9.
|
Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby; and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
|
10.
|
Counterparts; Electronic Signatures. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or email pdf of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart
|
11.
|
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
|
12.
|
Loan Document. On and after the Amendment No. 4 Effective Date, this Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
|
MEREDITH CORPORATION
|
||
as the Borrower
|
||
|
|
|
|
|
|
By:
|
/s/ Jason Frierott
|
|
Name:
|
Jason Frierott
|
|
Title:
|
Chief Financial Officer
|
KPHO BROADCASTING CORPORATION
|
KPTV-KPDX BROADCASTING CORPORATION
|
KVVU BROADCASTING CORPORATION
|
each as a Guarantor
|
By:
|
/s/ Kevin M. Wagner
|
|
Name:
|
Kevin M. Wagner
|
|
Title:
|
Treasurer
|
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.
|
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.
|
VIANT TECHNOLOGY HOLDING INC.
|
each as a Guarantor
|
By:
|
/s/ Kevin M. Wagner
|
|
Name:
|
Kevin M. Wagner
|
|
Title:
|
President
|
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
|
each as a Guarantor
|
By:
|
/s/ Kevin M. Wagner
|
|
Name:
|
Kevin M. Wagner
|
|
Title:
|
President
|
ROYAL BANK OF CANADA,
|
|
as Administrative Agent and Collateral Agent
|
|
|
|
By:
|
/s/ Ann Hurley
|
|
Name: Ann Hurley
|
|
Title: Manager, Agency
|
ROYAL BANK OF CANADA,
|
|
as Tranche B-3 Term Lender
|
|
|
|
By:
|
/s/ Charles D. Smith
|
|
Name: Charles D. Smith
|
|
Title: Managing Director
Head of Leveraged Finance
|
Tranche B-3 Term Lender
|
Tranche B-3 Term Commitment
|
Royal Bank of Canada
|
$410,000,000
|
Total
|
$410,000,000
|
Subsidiaries of the Registrant
|
||
|
||
|
Significant Subsidiary
|
Jurisdiction of Incorporation
|
|
|
|
|
TI Gotham Inc.
|
Delaware
|
|
Synapse Group, Inc.
|
Delaware
|
|
TI Consumer Marketing, Inc.
|
Delaware
|
|
TI Inc. Lifestyle Group
|
Delaware
|
|
TI Inc. Ventures
|
Delaware
|
|
KPHO Broadcasting Corporation
|
Arizona
|
|
International Publishing Corporation Limited
|
United Kingdom
|
|
Allrecipes.com, Inc.
|
Washington
|
|
MNI Targeted Media Inc.
|
Delaware
|
|
KPTV-KPDX Broadcasting Corporation
|
Oregon
|
|
Bizrate Insights Inc.
|
Delaware
|
|
TI Magazines Holdings Limited
|
United Kingdom
|
1.
|
|
I have reviewed this Annual Report on Form 10-K 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.
|
|
/s/ Thomas H. Harty
|
|
|
Thomas H. Harty, President, Chief Executive Officer, and Director
(Principal Executive Officer)
|
|
1.
|
|
I have reviewed this Annual Report on Form 10-K 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.
|
|
/s/ Jason Frierott
|
|
|
Jason Frierott
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
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 Director
(Principal Executive Officer)
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
||
|
|
|
|
|
|
Dated:
|
August 27, 2020
|
|
Dated:
|
August 27, 2020
|
|