Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) consists of the following sections:

                                                           Page
                   Executive Overview                       16

                   Results of Operations                    20

                   Liquidity and Capital Resources          31

                   Critical Accounting Policies             35

                   Accounting and Reporting Developments    39

MD&A should be read in conjunction with the other sections of this Form 10-K, including Item 1-Business, Item 6-Selected Financial Data, and Item 8-Financial Statements and Supplementary Data. MD&A contains a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this filing and particularly in Item 1A-Risk Factors.

Meredith is one of the nation's leading media and marketing companies, one of the leading magazine publishers serving women, and a broadcaster with television stations in top markets such as Atlanta, Phoenix, and Portland. Each month we reach more than 85 million American consumers through our magazines, websites, books, custom publications, and television stations. Our businesses serve well-defined readers and viewers, deliver the messages of advertisers, and extend our brand franchises and expertise to related markets. Our products and services distinguish themselves on the basis of quality, customer service, and value that can be trusted.

Meredith operates two business segments. Publishing consists of magazine and book publishing, integrated marketing, interactive media, brand licensing, database-related activities, and other related operations. Broadcasting consists of 12 network-affiliated television stations, one radio station, related interactive media operations, and video related operations. Both segments operate primarily in the U.S. and compete against similar media and other types of media on both a local and national basis. In fiscal 2009, publishing accounted for approximately 80 percent of the Company's $1.4 billion in revenues while broadcasting revenues contributed approximately 20 percent.

While signs of a weakening economy were noticeable toward the end of fiscal 2008, fiscal 2009 brought further economic turmoil. Most companies, and particularly those in the media industry, were directly impacted by the adverse effects on consumer confidence and consequential lower advertiser spending. Meredith was no exception. Total advertising revenues declined 15 percent in fiscal 2009.

In the face of these challenging times, the Company responded quickly to meet the demands of consumers and advertisers and to optimize opportunities in our publishing and broadcasting operations. Meredith implemented a three-pronged performance improvement plan to build value for its shareholders. First, we focused on gaining market share. In fiscal 2009, we increased market share to 10.5 percent of industry advertising revenue from 9.5 percent in fiscal 2008, according to data from Publishers Information Bureau (PIB). In the fourth fiscal quarter, our share grew to 12.8 percent from 10.1 percent. Many of our television stations posted stronger ratings during the recently completed May sweeps. In morning news, our stations in Portland, Hartford, and Las Vegas continued their number one positions, while Atlanta and Greenville each doubled viewership and Kansas City increased viewership 24 percent. We also gained additional viewers during the late news, where ad rates are the highest. Phoenix's viewership for late news rose 38 percent while Greenville rose 11 percent. Hartford maintained its leadership position in every local newscast time period.

The second element of our performance improvement plan centers on growing new revenue streams, many not dependent on traditional advertising. Meredith Integrated Marketing revenues grew 13 percent in fiscal 2009, driven primarily by our custom publishing and digital service offerings. Over the last couple of years, we have transformed this business from purely a custom publisher into a full-scale custom marketing agency with expansive digital skills. In the process, we are now able to propose on a much broader range of business than ever before. Meredith's brand licensing activities grew revenues 15 percent in fiscal 2009, largely due to our relationship with Wal-Mart. During the fiscal year, we reached an agreement with Wal-Mart to double the number of branded SKUs to 1,000 and extend the program to Canada. Revenues at MVS, a division of our Broadcasting Group focused on video content creation and syndication, rose more than 50 percent in fiscal 2009. Finally, fees paid to our television stations by cable, satellite, and phone companies that retransmit their broadcast signals, known in the industry as retransmission fees, doubled in fiscal 2009. We expect they will total more than $20 million in fiscal 2010.

Finally, our third performance improvement strategy is disciplined expense control and aggressive cash management. Though we recorded a non-cash impairment charge of $294.5 million in fiscal 2009, excluding the effects of that charge, total operating costs declined 11 percent in the fourth quarter, and 5 percent for the year - even with a 10 percent increase in paper prices over the prior-year period. Additionally, we raised our dividend 5 percent during fiscal 2009, unlike many of our peers that froze or reduced their dividends. We also eliminated approximately $105 million - or 22 percent - of our debt during the year. We continue to be well-positioned to make further investments in our business as strategic opportunities arise.

PUBLISHING

Advertising revenues made up 47 percent of fiscal 2009 publishing revenues. These revenues were generated from the sale of advertising space in our magazines and on our websites to clients interested in promoting their brands, products, and services to consumers. Changes in advertising revenues tend to correlate with changes in the level of economic activity in the U.S. Indicators of economic activity include changes in the level of gross domestic product, consumer spending, housing starts, unemployment rates, auto sales, and interest rates. Circulation levels of Meredith's magazines, reader demographic data, and the advertising rates charged relative to other comparable available advertising opportunities also affect the level of advertising revenues.

Circulation revenues accounted for 25 percent of fiscal 2009 publishing revenues. Circulation revenues result from the sale of magazines to consumers through subscriptions and by single copy sales on newsstands, primarily at major retailers and grocery/drug stores. In the short term, subscription revenues, which accounted for 75 percent of circulation revenues, are less susceptible to economic changes because subscriptions are generally sold for terms of one to three years. The same economic factors that affect advertising revenues also can influence consumers' response to subscription offers and result in lower revenues and/or higher costs to maintain subscriber levels over time. A key factor in Meredith's subscription success is our industry-leading database. It contains approximately 85 million entries that include information on about three-quarters of American homeowners, providing an average of 700 data points for each name. The size and depth of our database is a key to our circulation model and allows more precise consumer targeting. Newsstand revenues are more volatile than subscription revenues and can vary significantly month to month depending on economic and other factors.

The remaining 28 percent of publishing revenues came from a variety of activities that included the sale of integrated marketing services and books as well as brand licensing, product sales, and other related activities. Meredith Integrated Marketing offers integrated promotional, database management, relationship, and direct marketing capabilities for corporate customers, both in printed and digital forms. These revenues generally are affected by changes in the level of economic activity in the U.S. including changes in the level of gross domestic product, consumer spending, unemployment rates, and interest rates.

Publishing's major expense categories are production and delivery of publications and promotional mailings and employee compensation costs. Paper, postage, and production charges represented 41 percent of the segment's operating expenses in fiscal 2009. The price of paper can vary significantly on the basis of worldwide demand and supply for paper in general and for specific types of paper used by Meredith. The production of our publications is outsourced to printers. We typically have multi-year contracts for the production of our magazines, a practice which reduces price fluctuations over the contract term. Postal rates are dependent on the operating efficiency of the USPS and on legislative mandates imposed on the USPS. The USPS increased rates most recently in May 2009. This came after increases in each of Meredith's prior three fiscal years. Meredith works with others in the industry and through trade organizations to encourage the USPS to implement efficiencies and contain rate increases.

Employee compensation, which includes benefits expense, represented 23 percent of publishing's operating expenses in fiscal 2009. Compensation expense is affected by salary and incentive levels, the number of employees, the costs of our various employee benefit plans, and other factors. The remaining 36 percent of fiscal 2009 publishing expenses included costs for magazine newsstand and book distribution, advertising and promotional efforts, and overhead costs for facilities and technology services.

BROADCASTING

Broadcasting derives almost all of its revenues-94 percent in fiscal 2009-from the sale of advertising both over the air and on our stations' websites. The remainder comes from television retransmission fees, television production services, and other services.

The stations sell advertising to both local/regional and national accounts. Political advertising revenues are cyclical in that they are significantly greater during biennial election campaigns (which take place primarily in odd-numbered fiscal years) than at other times. MVS produces video content for Meredith stations, non-Meredith stations, and online distribution. Meredith continues to expand its Cornerstone program to leverage our publishing brands. The program packages material from our national magazines with local advertising to create customized mini-magazines delivered to targeted customers in the markets our television stations serve. We have generated additional revenues from Internet activities and programs focused on local interests such as community events and college and professional sports.

Changes in advertising revenues tend to correlate with changes in the level of economic activity in the U.S. and in the local markets in which we operate stations, and with the cyclical changes in political advertising discussed previously. Programming content, audience share, audience demographics, and the advertising rates charged relative to other available advertising opportunities also affect advertising revenues. On occasion, unusual events necessitate uninterrupted television coverage and will adversely affect spot advertising revenues.

In conjunction with our annual impairment testing, we concluded in the fourth quarter of fiscal 2009 that there was impairment with respect to the carrying value of our Broadcasting FCC licenses and goodwill. As a result, in the fourth quarter of fiscal 2009 we recorded non-cash charge of $211.9 million to reduce the carrying value of our FCC licenses and of $82.6 million to write-off broadcasting's goodwill.

On an ongoing basis, Broadcasting's major expense categories are employee compensation and programming costs. Excluding the impairment charge, employee compensation represented 50 percent of broadcasting's operating expenses in fiscal 2009, and is affected by the same factors noted for publishing. Programming rights amortization expense represented 11 percent of this segment's fiscal 2009 expenses, absent the impairment charge. Programming expense is affected by the cost of programs available for purchase and the selection of programs aired by our television stations. Sales and promotional activities, costs to produce local news programming, and general overhead costs for facilities and technical resources accounted for most of the remaining 39 percent of broadcasting's fiscal 2009 operating expenses excluding the impairment charge.

FISCAL 2009 FINANCIAL OVERVIEW

· The Company reported a net loss for fiscal 2009 of $107.1 million or $2.38 per share reflecting the non-cash impairment charge of $294.5 million ($185.1 million after-tax.) Absent the impairment charge, the Company would have had fiscal 2009 net earnings of $78.0 million or $1.73 per share representing a 42 percent decline from fiscal 2008.

· As part of the Company's annual impairment testing, the Company recorded a pre-tax non-cash impairment charge of $211.9 million to reduce the carrying value of broadcast FCC licenses and $82.6 million to write-off the broadcasting segment's goodwill in the fourth quarter of fiscal 2009.

· Both magazine and broadcasting advertising revenues were affected by a nationwide slowdown in the demand for advertising. As a result, publishing revenues and operating profit decreased 8 percent and 20 percent, respectively. Broadcasting revenues and operating profit declined 14 percent and 431 percent, respectively and a loss from operations of $257.8 million was incurred as a result of the impairment charge. Absent the impairment charge discussed above, fiscal 2009 broadcasting operation profit would have been $36.8 million, a decline of 53 percent from fiscal 2008.

· In the fourth quarter of fiscal 2009, management committed to additional steps against its performance improvement plan that included plans to centralize certain functions across Meredith's television stations and limited workforce reductions in the publishing segment. In connection with these steps, the Company recorded a pre-tax restructuring charge in the fourth quarter of fiscal 2009 of $5.5 million including severance and benefit costs of $5.1 million and the write-down of certain fixed assets at the television stations of $0.4 million.

· In December 2008, management committed to a performance improvement plan that included a companywide workforce reduction and the closing of Country Home magazine. In connection with this plan, the Company recorded a pre-tax restructuring charge in the second quarter of fiscal 2009 of $15.8 million including severance and benefit costs of $10.0 million, a write-down of various assets of Country Home magazine of $5.6 million, and other accruals of $0.2 million. Of the $15.8 million charge, $6.8 million is recorded in discontinued operations on the Consolidated Statement of Earnings (Loss.)

· In fiscal 2009, we generated $180.9 million in operating cash flows, invested $23.5 million in capital improvements, and eliminated $105.0 million of our debt. The quarterly dividend was increased 5 percent from 21.5 cents per share to 22.5 cents per share effective with the March 2009 payment.

Years ended June 30,                              2009    Change         2008  Change         2007
(In millions except per share data)
Total revenues                                $ 1,408.8       (9)%  $ 1,552.4    (2)%    $ 1,579.7
Costs and expenses                              1,206.8       (4)%    1,263.6     1 %      1,251.1
Depreciation and
amortization                                       42.6      (13)%       49.2     9 %         45.0
Impairment
charge                                            294.5         -           -     -              -
Total operating expenses                        1,543.9       18 %    1,312.8     1 %      1,296.1
Income (loss) from operations                 $  (135.1 )     NM    $   239.6   (16)%    $   283.6
Earnings (loss) from continuing operations    $  (102.5 )     NM    $   133.0   (20)%    $   166.0
Net earnings (loss)                              (107.1 )     NM        134.7   (17)%        162.3
Diluted earnings (loss) per share from
continuing operations                             (2.28 )     NM         2.79   (17)%         3.38
Diluted earnings (loss) per share                 (2.38 )     NM         2.83   (15)%         3.31
NM - not meaningful

OVERVIEW

Following are a brief description of discontinued operations and a discussion of our rationale for the use of financial measures that are not in accordance with accounting principles generally accepted in the United States of America (GAAP), or non-GAAP financial measures, and a discussion of the trends and uncertainties that affected our businesses. Following the Overview is an analysis of the results of operations for the publishing and broadcasting segments and an analysis of our consolidated results of operations for the last three fiscal years.

Discontinued Operations

Unless stated otherwise, as in the section titled Discontinued Operations, all of the information contained in MD&A relates to continuing operations. Therefore, results of Country Home magazine, Child magazine, WFLI, and KXFO are excluded for all periods covered by this report.

Use of Non-GAAP Financial Measures

Certain Consolidated Statement of Earnings (Loss) and broadcasting segment operating profit (loss) line items excluding the impact of the broadcasting impairment charge are non-GAAP financial measures. We are providing this information to facilitate a meaningful comparison of results for the last three fiscal years and because we believe it is useful to investors in evaluating our ongoing operations. Non-GAAP financial measures are intended to provide insight into selected financial information and should be evaluated in the context in which they are presented. These measures are of limited usefulness in evaluating our overall financial results presented in accordance with GAAP and should be considered in conjunction with the consolidated financial statements, including the related notes included elsewhere in this report.

A reconciliation of results excluding the broadcasting impairment charge (non-GAAP) to reported results (GAAP) follows.

                                      Excluding
                                     Impairment      Impairment            As
Twelve Months ended June 30, 2009        Charge          Charge      Reported
(In thousands except per share
data)
Total operating expenses           $  1,249,396    $    294,529   $ 1,543,925
Income (loss) from operations           159,401        (294,529 )    (135,128 )
Income taxes                            (56,658 )       109,400        52,742
Earnings (loss) from continuing
operations                               82,622        (185,129 )    (102,507 )
Net earnings (loss)                      78,045        (185,129 )    (107,084 )
Diluted earnings (loss) from
continuing operations                      1.83            4.11         (2.28 )
Diluted earnings (loss) per share          1.73            4.11         (2.38 )
Broadcasting operating profit
(loss)                                   36,755        (294,529 )    (257,774 )

Our analysis of broadcasting segment results includes references to earnings from continuing operations before interest, taxes, depreciation, and amortization (EBITDA) and adjusted EBITDA, which is defined as EBITDA before impairment charge. Fiscal 2008 and fiscal 2007 do not include an adjustment to EBITDA for impairment. EBITDA, adjusted EBITDA, and EBITDA margin are non-GAAP measures. We use EBITDA and adjusted EBITDA along with operating profit and other GAAP measures to evaluate the financial performance of our broadcasting segment. EBITDA is a common alternative measure of performance in the broadcasting industry and is used by investors and financial analysts, but its calculation may vary among companies. Adjusted EBITDA is used to facilitate a meaningful comparison of results for the last three years. Broadcasting segment EBITDA and adjusted EBITDA are not used as measures of liquidity, nor are they necessarily indicative of funds available for our discretionary use.

We believe the non-GAAP measures used in MD&A contribute to an understanding of our financial performance and provide an additional analytic tool to understand our results from core operations and to reveal underlying trends. These measures should not, however, be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.

Trends and Uncertainties

Advertising demand is the Company's key uncertainty, and its fluctuation from period to period can have a material effect on operating results. Advertising revenues accounted for 56 percent of total revenues in fiscal 2009. Other significant uncertainties that can affect operating results include fluctuations in the cost of paper, postage rates and, over time, television programming rights. The Company's cash flows from operating activities, its primary source of liquidity, is adversely affected when the advertising market is weak or when costs rise. One of our priorities is to manage our businesses prudently during expanding and contracting economic cycles to maximize shareholder return over time. To manage the uncertainties inherent in our businesses, we prepare monthly internal forecasts of anticipated results of operations and monitor the economic indicators mentioned in the Executive Overview. See Item 1A-Risk Factors in this Form 10-K for further discussion.

PUBLISHING

The following discussion reviews operating results for our publishing segment, which includes magazine and book publishing, integrated marketing, interactive media, brand licensing, database-related activities, and other related operations. The publishing segment contributed approximately 80 percent of Meredith's revenues in fiscal 2009.

In fiscal 2009, publishing revenues declined 8 percent while segment operating profit decreased 20 percent. In fiscal 2008, publishing revenues were flat and segment operating profit declined 11 percent. Publishing operating results for the last three fiscal years were as follows:

Years ended June 30,      2009  Change       2008  Change       2007
(In millions)
Revenues             $ 1,134.2    (8)% $  1,233.8    -    $  1,231.9
Operating expenses      (983.2)   (6)%   (1,045.5)   2 %    (1,020.2)
Operating profit     $   151.0   (20)% $    188.3  (11)%  $    211.7

Publishing Revenues

The table below presents the components of revenues for the last three fiscal
years.

Years ended June 30,                         2009  Change      2008  Change      2007
(In millions)
Revenues
Advertising                              $   530.2  (15)% $   620.2    1 %  $   616.5
Circulation                                  280.8   (7)%     300.6   (7)%      322.6
Other                                        323.3    3 %     313.0    7 %      292.8
Total                                    $ 1,134.3   (8)% $ 1,233.8    -    $ 1,231.9
revenues

Advertising Revenue
The following table presents advertising page information according to PIB for
our major subscription-based magazines for the last three fiscal years:

Years ended June 30,        2009  Change    2008  Change    2007
Family Circle              1,645    (1)%   1,670   (6)%    1,775
Better Homes and Gardens   1,618   (15)%   1,898   (5)%    2,000
Parents                    1,413   (10)%   1,567   12 %    1,395
Ladies' Home Journal       1,217   (12)%   1,391   (9)%    1,524
More                         895   (18)%   1,089  (10)%    1,203
Fitness                      762     3 %     737   (8)%      799
Traditional Home             610   (20)%     762  (15)%      895
American Baby                544   (18)%     660    5 %      631
Midwest Living               524   (28)%     726   (8)%      792

Magazine advertising pages and revenues showed double-digit declines on a percentage basis at nearly all our titles. Both magazine advertising pages and revenues were down approximately 15 percent in fiscal 2009 as average net revenue per page was approximately flat. Among our advertising categories, toiletries and cosmetics and consumer electronics showed strength, while demand continued to be weaker for most other categories. In fiscal 2009, online advertising revenues decreased 5 percent.

Magazine advertising revenue was flat in fiscal 2008. Though magazine advertising revenues increased 10 percent in the first half of the fiscal year, they declined 9 percent in the second half. For the fiscal year, total advertising pages were down in the low-single digits on a percentage basis, with most titles showing declines. The exceptions to this were our parenthood, Hispanic, and special interest titles, which showed gains. Among core advertising categories, food and beverage, retail, and financial and government services showed strength while demand was weaker for prescription and non-prescription drugs, home, and direct response.

Similar to magazine advertising, online advertising revenues were up significantly (more than 30 percent) in the first half of fiscal 2008, but showed weakness in the second half of fiscal 2008 (down 6 percent). Overall online advertising increased 14 percent for the fiscal year.

Circulation Revenues
Magazine circulation revenues decreased 7 percent in fiscal 2009, reflecting declines in both newsstand and subscription revenues. Subscription revenues were down in the low-single digits on a percentage basis while newsstand revenues were down approximately 20 percent. While subscription revenues were down, subscription contribution was up 12 percent. The decrease in newsstand revenues was primarily due to a weaker retail market that affected most of our magazines' newsstand revenues and a change in the mix of and a reduction in the number of special interest publications and craft titles.

Magazine circulation revenues were down 7 percent in fiscal 2008, reflecting declines in both newsstand and subscription revenues. Subscription revenues were down in the mid-single digits on a percentage basis while newsstand revenues were down approximately 10 percent. The continued decrease in subscription revenues was anticipated due to a series of previously announced strategic initiatives taken to improve long-term subscription contribution including the Company selling fewer subscriptions to Ladies' Home Journal due to the reduction in its rate base in January 2007 and the Company's ongoing initiative to move the readers of Family Circle, Parents, and Fitness to our direct-to-publisher circulation model. The decrease in newsstand revenues is primarily due to a . . .