Quarterly Report

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Meredith Corporation and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

See accompanying Notes to Condensed Consolidated Financial Statements.

Meredith Corporation and Subsidiaries

Condensed Consolidated Statements of Earnings

(Unaudited)

See accompanying Notes to Condensed Consolidated Financial Statements.

Meredith Corporation and Subsidiaries

Condensed Consolidated Statement of Shareholders' Equity

(Unaudited)

See accompanying Notes to Condensed Consolidated Financial Statements.

Meredith Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

See accompanying Notes to Condensed Consolidated Financial Statements.

1. Summary of Significant Accounting Policies

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

The condensed consolidated financial statements as of March 31, 2012 , and for the three and nine months ended March 31, 2012 and 2011 , are unaudited but, in management's opinion, include all normal, recurring adjustments necessary for a fair presentation of the results of interim periods. The year-end condensed consolidated balance sheet data as of June 30, 2011 , was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (GAAP). The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire fiscal year.

These consolidated financial statements, including the related notes, are condensed and presented in accordance with GAAP. These condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements, which are included in Meredith's Annual Report on Form 10-K for the year ended June 30, 2011 , filed with the United States Securities and Exchange Commission.

Recently Adopted Accounting Standards —In December 2010 , the Financial Accounting Standards Board (FASB) issued an accounting pronouncement related to intangibles - goodwill and other, which requires a company to consider whether there are any adverse qualitative factors indicating that an impairment may exist in performing step 2 of the impairment test for reporting units with zero or negative carrying amounts. The Company adopted this pronouncement on July 1, 2011 . The adoption of this pronouncement did not have a material impact on our condensed consolidated financial statements.

In December 2010 , the FASB issued an accounting pronouncement related to business combinations, which requires that when comparative financial statements are presented, revenue and earnings of the combined entity should be disclosed as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The disclosure provisions are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010 , with early adoption permitted. Effective July 1, 2011 , the Company adopted this pronouncement, but was not subject to the disclosure requirements in the first nine months of fiscal 2012 due to the immateriality on the condensed consolidated statement of earnings of the acquisitions made by the Company during the period.

Recently Issued Accounting Standards —In June 2011 , the FASB amended its guidance on the presentation of comprehensive income in financial statements to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items that are recorded in other comprehensive income. The new accounting guidance requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. In December 2011 , the FASB issued a deferral of the effective date for the specific requirement to present items that are reclassified out of accumulated other comprehensive income to net income alongside their respective components of net income and other comprehensive income. All other requirements of the guidance are not affected by this deferral. Thus the Company will adopt all other requirements of the guidance for our fiscal year beginning July 1, 2012 . As this guidance only

amends the presentation of the components of comprehensive income, its adoption will not have an impact on the Company’s consolidated financial position or results of operations.

In September 2011 , the FASB amended existing guidance related to intangibles - goodwill and other by giving an entity the option to first assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. If this is the case, companies will need to perform a more detailed two-step goodwill impairment test which is used to identify potential goodwill impairments and to measure the amount of goodwill impairment losses to be recognized, if any. This pronouncement is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011 , with early adoption permitted. We intend to adopt this guidance for our fiscal year beginning July 1, 2012 . We do not believe the adoption of this guidance will have a material impact on our financial statements.

2. Acquisitions

Effective July 1, 2011 , Meredith acquired 100 percent of the outstanding stock of the EatingWell Media Group (EatingWell). The results of EatingWell's operations have been included in the condensed consolidated financial statements since that date. The EatingWell portfolio includes a bi-monthly magazine, a website, a content licensing and custom marketing program, a Healthy-in-a-Hurry mobile recipe application, and a series of high-quality food and nutrition-related books and cookbooks. The cash purchase price was $28.0 million .

On October 31, 2011 , Meredith completed its acquisition of EveryDay with Rachael Ray magazine and its related digital assets (collectively Rachael Ray). In addition, Meredith announced it has finalized a 10-year licensing agreement with Watch Entertainment Inc. for the award-winning brand. The results of Rachael Ray's operations have been included in the condensed consolidated financial statements since that date. The cash purchase price was $4.3 million .

On January 20, 2012 , Meredith completed its acquisition of FamilyFun magazine and its related assets, including its special interest publications, as well as the Toy Hopper and other digital magazine application (collectively FamilyFun). The results of FamilyFun's operations have been included in the condensed consolidated financial statements since that date. The cash purchase price was $12.0 million .

Effective March 1, 2012 , Meredith acquired 100 percent of the outstanding stock of Allrecipes.com, Inc. Allrecipes.com is the world's largest digital food brand. It currently has a database of more than 500,000 recipes. The Allrecipes.com mobile applications have been downloaded by more than 11 million consumers. It is also the top food recipe channel on YouTube. The results of Allrecipes.com operations have been included in the condensed consolidated financial statements since that date. The cash purchase price was $175.0 million .

As of the date of each acquisition, Meredith allocates the purchase price to the assets acquired and liabilities assumed based on their respective fair values. The Company is in the process of obtaining third-party valuations of intangible assets for certain recent acquisitions; thus, provisional measurements of intangible assets, goodwill, and deferred income tax balances have been used and are subject to change. The following table summarizes the total estimated fair values of the assets acquired and liabilities assumed at the various acquisition dates during the nine months ended March 31, 2012.

The following table provides details of the acquired intangible assets by acquisition.

The EatingWell customer lists have a 2 year useful life, the advertiser relationships have a 2.5 year useful life, and the majority of the developed content has a 10 year useful life. The Rachael Ray other intangible asset has a 2.6 year useful life. FamilyFun's developed content has a 2 year useful life. For Allrecipes.com, the advertiser relationships have a 9 year useful life and the developed content has an 8.5 year useful life. All useful lives have been provisionally assigned pending the finalization of the third-party valuations.

For all acquisitions, goodwill is attributable primarily to expected synergies and the assembled workforces. As noted earlier, the fair value of the acquired assets and liabilities is provisional pending receipt of the final valuation reports.

Eating Well and Allrecipes.com are subject to legal and regulatory requirements, including but not limited to those related to taxation, in each of the jurisdictions in which they operate. The Company has conducted a preliminary assessment of liabilities arising in each of these jurisdictions, and has recognized provisional amounts in its initial accounting for the acquisitions for all identified liabilities in accordance with the business combinations guidance. However, the Company is continuing its review of these matters during the measurement period, and if new information about facts and circumstances that existed at the acquisition date identifies adjustments to the liabilities initially recognized or any additional liabilities that existed at the acquisition date, the acquisition accounting will be revised to reflect the resulting adjustments to the provisional amounts initially recognized.

The impact of the acquisitions is not material to the Company's results of operations; therefore, pro forma financial information has not been provided. Acquisition related costs were expensed by the Company in the period in which they were incurred. The Company recorded $2.6 million in acquisition charges in the first nine months of fiscal 2012 , with $2.5 million of this being recorded in the third quarter of fiscal 2012 . These costs are included in the selling, general and administrative line in the Condensed Consolidated Statement of Earnings.

In fiscal 2011 , the Company acquired the remaining 80.01 percent of the outstanding common shares of The Hyperfactory Limited International (Hyperfactory). At the time of acquisition, the Company recorded $7.1 million in contingent consideration. During the fourth quarter of fiscal 2011 , the Company recognized a non-cash credit to operations of $6.3 million , reducing the estimated contingent consideration payable. During the third quarter of fiscal 2012 , the Company recognized a non-cash credit to operations of $1.0 million to write-off the remaining estimated contingent consideration payable as the Company does not expect to owe any additional amounts related to this acquisition. These credits were recorded in the selling, general, and administrative expense line on the Condensed Consolidated Statements of Earnings.

3.  Discontinued Operations

The fiscal 2011 loss from discontinued operations represents the operating results, net of taxes, of ReadyMade magazine. The revenues and expenses of ReadyMade magazine, along with associated taxes, were removed from continuing operations and reclassified into a single line item amount on the Condensed Consolidated Statement of Earnings titled loss from discontinued operations, net of taxes, as follows:

4. Inventories

Major components of inventories are summarized below. Of total net inventory values shown, 35 percent are under the last-in first-out (LIFO) method at March 31, 2012 , and 46 percent at June 30, 2011 .

5. Intangible Assets and Goodwill

Intangible assets consist of the following:

Amortization expense was $8.4 million for the nine months ended March 31, 2012 . Annual amortization expense for intangible assets is expected to be as follows: $11.9 million in fiscal 2012 , $11.2 million in fiscal 2013 , $10.0 million in fiscal 2014 , $7.4 million in fiscal 2015 , and $6.3 million in fiscal 2016 .

For certain acquisitions consummated prior to July 1, 2009 , the sellers are entitled to contingent payments should the acquired operations achieve certain financial targets generally based on earnings before interest and taxes, as defined in the respective acquisition agreements. None of the contingent consideration is dependent on the continued employment of the sellers. As of March 31, 2012 , the Company estimates that future aggregate contingent payments for such acquisitions will be $2.4 million , which is the maximum amount of contingent

payments the sellers may receive. The additional purchase consideration, if any, will be recorded as additional goodwill on our Condensed Consolidated Balance Sheet when the contingencies are resolved. For the nine months ended March 31, 2011 , the Company recognized $8.6 million , which increased goodwill. No additional consideration was accrued in the nine-month period ended March 31, 2012 .

Changes in the carrying amount of national media goodwill were as follows:

6. Restructuring Accrual

Changes in the Company's restructuring accrual were as follows:

In March 2012 , management committed to a performance improvement plan related primarily to business realignments that included selected workforce reductions. In connection with this plan, in the third quarter of fiscal 2012 , the Company recorded a pre-tax restructuring charge of $13.8 million including severance and benefit costs of $10.0 million related to the involuntary termination of employees, accruals for vacated lease space of $2.7 million , the write-off of deferred subscription acquisition costs of $0.7 million and other miscellaneous write-offs of $0.4 million . The majority of severance costs will be paid out over the next 12 months. The Company also recorded $0.6 million in reversals of excess restructuring reserves accrued in prior fiscal years. The restructuring charge and credit for the reversal of excess restructuring reserves are recorded in the selling, general, and administrative line in the Condensed Consolidated Statement of Earnings.

7. Long-term Debt

Long-term debt consists of the following: