Meredith to Acquire Time Inc.
Creates Premier Media and Marketing Company
Serving 200 Million American Consumers
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November 27, 2017
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FORWARD-LOOKING STATEMENTS & SAFE HARBOR
This presentation contains forward-looking statements. You can generally identify forward-looking statements by the use of
forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,”
“evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” or “will,” or the negative
thereof or other variations thereon or comparable terminology. These forward-looking statements are only predictions and
involve known and unknown risks and uncertainties, many of which are beyond Meredith’s, purchaser’s and Time’s control.
Statements in this document regarding Meredith, purchaser, and Time Inc. that are forward-looking, including, without
limitation, projections as to the anticipated benefits of the proposed transaction, the methods that will be used to finance the
transaction, the impact of the transaction on anticipated financial results, the synergies from the proposed transaction, and the
closing date for the proposed transaction, are based on management’s estimates, assumptions and projections, and are subject
to significant uncertainties and other factors, many of which are beyond the control of Meredith, purchaser and Time Inc.
Important risk factors could cause actual future results and other future events to differ materially from those currently
estimated by management, including, but not limited to: the timing to consummate the proposed transaction; the risk that a
condition to closing of the proposed transaction may not be satisfied and the transaction may not close; any failure to obtain
equity or debt financing; the risk that a regulatory approval that may be required for the proposed transaction is delayed, is
not obtained or is obtained subject to conditions that are not anticipated; the ability to achieve the synergies and value
creation contemplated by the proposed transaction; management’s ability to promptly and effectively integrate the businesses
of the two companies; and the diversion of management time on transaction-related issues.
For more discussion of important risk factors that may materially affect Meredith, purchaser and Time Inc, please see the risk
factors contained Meredith’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, and Time Inc.’s
Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, both of which are on file with the SEC. Except as
specifically noted, information on, or accessible from, any website to which this website contains a hyperlink is not
incorporated by reference into this website and does not constitute a part of this website.
No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if
any of them do occur, what impact they will have on the results of operations, financial condition or cash flows of Meredith,
purchaser or Time Inc. None of Meredith, purchaser or Time Inc. assumes any duty to update or revise forward-looking
statements, whether as a result of new information, future events or otherwise, as of any future date.
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ADDITIONAL INFORMATION
The offer has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an
offer to sell any shares of the common stock of Time Inc. or any other securities. On the commencement date of
the offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and
related documents, will be filed with the SEC by purchaser and a Solicitation/Recommendation Statement on
Schedule 14D-9 will be filed with the SEC by Time Inc. The offer to purchase shares of Time Inc.’s common
stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as
a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE
TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT
REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The tender offer
statement will be filed with the SEC by purchaser, and the solicitation/recommendation statement will be filed
with the SEC by Time Inc. Investors and security holders may obtain a free copy of these statements (when
available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by
directing such requests to the Information Agent for the offer, which will be named in the tender offer statement.
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EXECUTIVE SUMMARY
Executive Summary About Meredith About Time MDP + TIME Summary
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STRATEGIC HIGHLIGHTS
1. Creates a premier media and marketing company
• Unparalleled portfolio of national media brands with greater scale and efficiency
• Highly profitable local media brands with record financial performance
• Top 10 digital business; 170 million monthly U.S. unique visitors; and nearly $700 million of digital ad revenue
• Delivers advertising and consumer revenue diversification and growth
• Enhances Meredith’s financial strength and flexibility
• Increases Total Shareholder Return
2. Combined company generates significant revenue and EBITDA
• $4.8 billion in calendar 2016 revenue, including $2.7 billion of advertising revenue
• Approximately $800 million in calendar 2016 adjusted EBITDA, before synergies
3. Unlocks meaningful value via estimated $400 to $500 million in synergies
• Fully recognized in first two years of operations
4. Financially compelling combination
• Meredith remains committed to delivering top third Total Shareholder Return
• Meredith will continue to pay its current annual dividend of $2.08 per share, and expects ongoing annual
dividend increases
• Capacity remains for additional acquisitions
5. Led by strong management team with expertise in operating multi-platform media
businesses and proven track record in growing shareholder value
Calendar 2016 Revenue Mix
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COMBINED FINANCIAL PROFILE
(1) Calendar 2016 actual results before special items for Meredith and Meredith estimates for Time
(2) Assumes $400 million of cost synergies.
Calendar 2016 EBITDA Mix
33%
14% 26%
16%
11%
Television
Broadcasting
Revenue: $4.8 billion (1) EBITDA: $1.2 billion(1,2)
Print
Advertising
Licensing
& Other
Digital
& MXM
Circulation
25%
33%
20%
14%
8%
Print Advertising
& CirculationCombination
Synergies
Licensing
& Other
Digital
& MXMTelevision
Broadcasting
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ABOUT MEREDITH
Executive Summary About Meredith About Time MDP + TIME Summary
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MEREDITH AT A GLANCE
National Media
Revenue: $1.1B
EBITDA: $160M
Results for fiscal 2017 ended June 30, excluding special items
Local Media
Revenue: $630M
EBITDA: $253M
WORKING YOU
WSM V -TV WSM V-DT NASHVILL E
Record Revenue and Profit in Fiscal 2017
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NATIONAL BRANDS POSSESS STRONG CONSUMER REACH
70%
MILLION
UNIQUE
VISITORS
31%
AD REVENUES
FROM DIGITAL
SOURCES FY-17
110
MILLION
UNDUPLICATED
WOMEN
90
REACH TO
MILLENNIAL
WOMEN
9
9
10
LOCAL BRANDS IN LARGE AND GROWING MARKETS
#1 or 2
MORNING or LATE
NEWS IN 9 MARKETS
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STATIONS IN
PORTFOLIO
13
STATIONS
IN TOP 50
MARKETS
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EAST & SOUTHEAST:
ATLANTA: MKT 10, CBS + IND
NASHVILLE: MKT 29, NBC
HARTFORD: MKT 30, CBS
GREENVILLE: MKT 37, FOX
MOBILE: MKT 60, FOX
SPRINGFIELD: MKT 114, CBS + ABC
WEST & SOUTHWEST:
PHOENIX: MKT 12, CBS + IND
PORTLAND: MKT 25, FOX + MyTV
LAS VEGAS: MKT 40, FOX
MIDWEST:
ST. LOUIS: MKT 21, CBS
KANSAS CITY: MKT 33, CBS + MyTV
SAGINAW: MKT 72, CBS
DUOPOLY
MARKETS
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ABOUT TIME
Executive Summary About Meredith About Time MDP + TIME Summary
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TIME AT A GLANCE
Revenue: $3.1B
Adjusted
OIBDA: $414M
Calendar 2016 results
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TIME IS A LEADER ACROSS PLATFORMS
National
brands
• Largest reach among publishers, with readership of 100 million
• Some of the industry’s most iconic brands, including Time, Sports Illustrated
• People has No. 1 audience and No. 1 ad revenue among U.S. magazines
• InStyle is the world’s leading luxury fashion brand
• Other brands leaders in their categories
Digital
• Top digital content creator with nearly 140 million unique visitors per month
• Approximately 10 billion video views per year
• 275 million global social media reach
Key
Ancillary
Businesses
• Content Solutions: Custom content and video creation for leading
national brands
• Books: Creates and leverages editorial content across platforms
• Retail: Drives brand awareness, engagement, and retail activation
• Synapse: Leading marketer of magazine subscriptions in the U.S.
• Custom Services: Leader in magazine fulfillment 30 million
subscribers
Hundreds of
events annually
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MEREDITH + TIME
Executive Summary About Meredith About Time MDP + TIME Summary
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NATION’S LEADING MULTI-PLATFORM MEDIA COMPANY
STRONG & ENDURING
NATIONAL MEDIA BRANDS
❖ Top 10 digital
operator (+170mm
U.S. monthly UVs)
❖ #1 in Lifestyle
and Food
❖ #1 for Millennials
❖ Social: Reach to more
than 275 million
❖ Video: More than
10 billion views
per year
❖ Email: 250 million
addressable email
accounts/device IDs
DIGITAL PLATFORM
OF SCALE
LEADING LOCAL
MEDIA BRANDS
❖ 17 television
stations reaching
11% of households
in U.S.
❖ Concentrated
portfolio with
highly profitable
duopolies in 5 of 12
markets
❖ Focused on large
and mid-size
markets that are
growing faster than
U.S. average
❖ Stations are local
leaders, with No. 1
or No. 2 audience
position at morning or
late news in most
markets
❖ #1 owner of trusted
and vibrant multi-
platform brands,
including five of
industry’s Top 10.
❖ #1 national media
audience (200 million),
reach to women (115
million) and reach to
millennial women
(85%)
❖ #1 in desirable ad
categories, including
Lifestyle, Food, Home,
Parenting
❖ Strong consumer-
generated revenue
activities, including
auto-renewing magazine
subscriptions, high-
margin brand licensing,
ecommerce, events and
content management
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THE No. 1 OWNER OF PREMIUM NATIONAL MEDIA BRANDS
170
MILLION
UNIQUE
VISITORS
34%200
MILLION
UNDUPLICATED
CONSUMERS
85%
REACH TO
MILLENNIAL
WOMEN
AD REVENUES
FROM DIGITAL
SOURCES (1)
Trailing 12 months ended Sept. 30 2017.
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HIGHLY PROFITABLE STATIONS IN LARGE & GROWING MARKETS
Most Stations are Big 4 Affiliates and Ranked #1 or #2
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1
1
5
Independent
2
2
$124 $113
$163 $158
$215
FY13 FY14 FY15 FY16 FY17
Operating Profit
15%
CAGR
• Delivered record revenue and profit in FY17
• Achieved 40% EBITDA margin in FY17
$ in millions
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DIGITAL PLATFORM OF SCALE
Source: comScore Sept. 2017, #’s in millions
$700 million of digital advertising
revenue across diverse streams
+170 million U.S. monthly unique visitors
• #1 network for women and millennials
• Depth and scale across all key content and ad
categories, including lifestyle and food
• Achieve video scale with more than 10 billion
annual views
• First party data drives unique and actionable
insights/analytics
Unparalleled suite of brands
Proprietary advertising technology
delivering strong results
Unique Visitors in the U.S.
Company Sept-17
1 Google Sites 245.3
2 Yahoo Sites / AOL, Inc. 236.3
3 Facebook 205.4
4 Microsoft Sites 196.7
5 Amazon Sites 182.5
Meredith + Time 174.0
6 Comcast NBCUniversal 165.8
7 CBS Interactive 164.6
8 Apple Inc. 145.4
9 Turner Digital 142.7
10 Time Inc. 139.1
10 USA Today Network 125.3
11 Weather Company, The 118.9
12 Twitter 116.0
13 LinkedIn 111.5
14 Hearst 110.3
15 Wikimedia Foundation Sites 101.0
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ADDITIONAL VALUE DRIVERS
Digital
opportunities
Print
opportunities
Consumer and
Diversified
opportunities
• Improved advertising performance
• More robust consumer marketing initiatives, including subscription bundling
• Monetization opportunities related to content creation
• Additional vendor synergies
• Enhanced scale positions Meredith to benefit from fast-growing
digital advertising platforms, including:
— Native
— Video
— Programmatic
— Social
— Shopper marketing
— Audience segmentation, including people-based targeting
— Emerging technologies, including voice and virtual reality
• The combined portfolio enhances Meredith’s ability to aggressively grow
consumer-generated revenue streams, including:
— Brand licensing
— Affiliate marketing and e-commerce
— Events
— New paid products
• Strengthens competitive position for marketing services businesses
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TRANSACTION AT A GLANCE
Definitive
Agreement
Terms
• Time shareholders to receive $18.50 per share in cash
• Transaction enterprise value is $2.8 billion, including $900 million of net Time debt as of Sept. 30, 2017.
Shareholders
Benefit
• Maximizes value and delivers immediate and certain cash value to Time shareholders.
• Accretive to free cash flow in first year of operations
• Meredith remains committed to delivering top third Total Shareholder Return
• Meredith will continue to pay its current annual dividend of $2.08 per share, and expects ongoing annual
dividend increases
Leverage /
Capital
Structure &
Financing
• Meredith has secured $3.55 billion in fully committed debt financing, including a $350 million undrawn
revolving credit facility, from RBC Capital Markets, Credit Suisse, Barclay’s and Citigroup Global Markets Inc.
to support the transaction
• Meredith has secured $650 million in preferred equity investment from Koch Equity Development
• Following the close of the transaction, the Company is expected to have a B+/B1 Corporate Family Rating,
with a pro-forma leverage of 2.9x including expected synergies
• Meredith is committed to de-levering, with leverage expected to decline to approximately 2x by CY2020
Synergies • Estimated annual cost savings of $400 to $500 million delivered in first two years of operations
Divestitures
• Proceeds from non-core brands/businesses identified for divestiture by Time
• Meredith will conduct further analysis to optimize the combined portfolio going forward
Approvals /
Closing
• Unanimously approved by Boards of Directors of both companies
• Expected to close in the first quarter of calendar 2018
• Subject to regulatory approvals and customary closing conditions
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COST SYNERGY ESTIMATES
$ in millions
Source: Company management.
Public company
and duplicative
expenses
Real estate and
vendor contracts
Circulation,
fulfillment
and other
$240
Two Years
$300
$80 $100
$80 $100
Total EBITDA
opportunity $400 $500
(range)
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COMMITMENT TO STRONG CAPITAL STEWARDSHIP
AND DELIVERING TOP THIRD TOTAL SHAREHOLDER RETURN
❖ Continued commitment to returning cash to shareholders via dividends
❖ Debt repayment and liability management in the near-term, fueled by:
— Strong EBITDA
— Leverage target of approximately 2x by CY2020
❖ Accretive acquisitions at attractive valuations with strong synergies
❖ Selective share repurchases
P
ri
or
it
y
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SUMMARY
Executive Summary About Meredith About Time MDP + TIME Summary
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SUMMARY
1. Creates a premier media and marketing company with leading national brands
and strong local media properties that generate significant and consistent
cash flow
2. Unlocks significant value via estimated $400 to $500 million in synergies
3. Generates significant Revenue, EBITDA and Total Shareholder Return
4. Strengthens platform to continue industry consolidation
5. Led by strong management team with expertise at operating multi-platform
media businesses and proven track record at creating shareholder value
Meredith to Acquire Time Inc.
Creates Premier Media and Marketing Company
Serving 200 Million American Consumers
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November 27, 2017