The information included in the foregoing interim financial statements is unaudited. In the opinion of management, all adjustments, which are of a normal recurring nature and necessary for a fair presentation of the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire year. Readers are referred to the company's Form 10-K for the year ended June 30, 2002 for complete financial statements and related notes. Certain prior-year amounts have been reclassified to conform with current-year presentation.

The following table presents the calculations of earnings per share:

Antidilutive options excluded from the above calculations totaled 346,000 options at September 30, 2002 (with a weighted average exercise price of $41.61) and 1,405,000 options at September 30, 2001 (with a weighted average exercise price of $37.11).

Options to purchase 136,000 shares were exercised during the three months ended September 30, 2002 (45,000 options were exercised in the three months ended September 30, 2001).

Meredith adopted Statement of Financial Accounting Standard (SFAS) No. 142, "Goodwill and Other Intangible Assets," effective July 1, 2002. SFAS No. 142 requires that goodwill and intangible assets with indefinite lives no longer be amortized to earnings, but be reviewed at least annually for impairment. The adoption of this standard has virtually eliminated Meredith's amortization expense related to intangible assets and goodwill. On an annual basis, the Company expects that amortization expense will be reduced from $25.6 million in fiscal 2002 to $0.1 million in fiscal 2003.

SFAS No. 142 also establishes requirements for the periodic impairment review of goodwill and intangible assets with indefinite lives. Reviews are based on a fair-value approach as described in SFAS No. 142. SFAS No. 142 requires an initial review of goodwill and intangible assets with indefinite lives as of the beginning of the fiscal year of adoption. The Company has completed this initial review and it resulted in transitional impairment losses of $139.9 million ($85.7 million after-tax), or $1.68 per diluted share. This charge was recorded net of tax as the cumulative effect of a change in accounting principle. The impairment losses relate to certain television Federal Communication Commission (FCC) licenses/network affiliation agreements ($33.7 million) and goodwill at certain television stations ($106.2 million). The fair values of the FCC licenses/network affiliation agreements and goodwill were determined by developing discounted cash flow analyses. The impairments are primarily the result of low er revenues and cash flows at television station WGCL-TV in Atlanta as compared to the projections on which the purchase price was based.

Intangible assets and goodwill at September 30, 2002, consisted of the following:

mortization expense for the noncompete agreement, the only amortizing intangible asset, was $64,000 for the quarter ended September 30, 2002. Estimated annual amortization expense is $149,000 in fiscal 2003. The noncompete agreement, which is amortized on a straight line basis over 15 years, will become fully amortized in fiscal 2003. Therefore, no amortization expense for intangible assets is expected in any of the succeeding five fiscal years.

As part of the adoption of SFAS No. 142, $0.6 million in previously recorded intangible assets were reclassified as goodwill. The carrying amount of goodwill was reduced by $106.2 million for transitional impairment losses recorded as part of the adoption of SFAS No. 142. In addition, goodwill was increased by $3.1 million because of adjustments to preliminary valuations of broadcast rights recorded as part of the June 2002 acquisition of KPTV in Portland, OR.

In fiscal 2001, Meredith took steps to reduce the number of employees through a one-time, special voluntary early retirement program and additional selective workforce reductions through attrition, realignments and job eliminations. In addition, the company wrote-off certain Internet investments. These actions resulted in a fiscal 2001 net nonrecurring charge of $25.3 million ($15.4 million after tax), or 30 cents per share, for personnel costs ($18.4 million) and asset write-downs and other ($8.2 million), offset by the reversal of excess accruals ($1.3 million). The nonrecurring charge resulted in balance sheet adjustments of $8.5 million and cash payments of $1.1 million in fiscal 2001, leaving an accrual balance of $15.7 million for personnel costs at June 30, 2001. Details of the activities affecting the accrual since that date follow:

Payments made during the quarter were for enhanced retirement benefits and severance. Payments for certain early retirement benefit costs will continue for approximately six years.

At June 30, 2002, Meredith also had an accrual of $0.4 million related to contractual obligations from a nonrecurring charge recorded in fiscal 2000. There has been no change in that accrual since June 30, 2002.

Major components of inventories are summarized below. Of total inventory values shown, approximately 39 percent and 37 percent are under the LIFO method at September 30, 2002 and June 30, 2002, respectively.

In April 2002 Meredith entered into an agreement to sell all of its rights, title and interest in the majority of its accounts receivable related to advertising, book and miscellaneous revenues to Meredith Funding Corporation, a special purpose entity established to purchase accounts receivable from Meredith. At September 30, 2002, $126.6 million of accounts receivable, net of reserves, were sold and outstanding under the agreement. Meredith Funding Corporation in turn sells receivable interests to an asset-backed commercial paper conduit administered by Bank One, N.A. In consideration of the sale, Meredith receives cash and a subordinated note, bearing interest at the prime rate (4.75 percent at September 30, 2002), from Meredith Funding Corporation. At September 30, 2002, the subordinated note balance was $57.7 million. The agreement is structured as a true sale under which the creditors of Meredith Funding Corporation will be entitled to be satisfied out of the assets of Meredith Funding Corporation prior to any value being returned to Meredith or its creditors. The accounts of Meredith Funding Corporation are fully consolidated in Meredith's Consolidated Financial Statements. At September 30, 2002, $65.0 million was outstanding under the asset-backed commercial paper facility and reflected in long-term debt on Meredith's Condensed Consolidated Balance Sheet. The asset-backed commercial paper facility renews annually in April. Meredith has the ability and the intent to renew the facility each year and, therefore, the principal is reflected as due on April 9, 2007, the facility termination date.

At September 30, 2002, Meredith had interest rate swap contracts to pay fixed-rates of interest (average 5.3 percent) and receive variable-rates of interest (average 3-month LIBOR rate of 1.8 percent) on $168.8 million notional amount of indebtedness. These contracts expire in June 2004. The notional amount varies over the terms of the contracts. The average notional amount of indebtedness outstanding under the contracts is $166 million in fiscal 2003 and $132 million in fiscal 2004.

The fair market value of the interest rate swap contracts was a liability of $8.7 million at September 30, 2002. Assuming no change in interest rates, the estimated amount of the loss expected to be reclassified into earnings over the next 12 months is $5.5 million.

As a result of the April 2002 debt refinancing and a reduction in variable-rate obligations, Meredith has interest rate swap contracts that no longer hedge variable-rate obligations. These contracts have been dedesignated as hedge contracts. Therefore, all changes in the fair market value of these contracts are recorded in interest expense. Fair market value changes in the first quarter of fiscal 2003 resulted in expense of $1.3 million.

Comprehensive income is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. The company's comprehensive income includes foreign currency translation adjustments and changes in the fair market value of interest rate swap contracts in addition to net earnings. Total comprehensive (loss) income (in thousands) for the three-month periods ended September 30, 2002 and 2001, was $(69,657) and $4,968, respectively.

8.  Segment Information

Meredith Corporation is a diversified media company primarily focused on the home and family marketplace. Based on products and services, the company has established two reportable segments: publishing and broadcasting. The publishing segment includes magazine and book publishing, integrated marketing, interactive media, database-related activities, brand licensing, and other related operations. The broadcasting segment includes the operations of 11 network-affiliated television stations. There are no material intersegment transactions. There have been no changes in the basis of segmentation or the measurement of segment profit since June 30, 2002.

EBITDA is defined as earnings from continuing operations before interest, taxes, depreciation and amortization. Earnings from continuing operations exclude the cumulative effect of a change in accounting principle. EBITDA is not adjusted for all noncash expenses or for working capital, capital expenditures and other investment requirements. EBITDA is often used to analyze and compare companies on the basis of operating performance and cash flow; however, EBITDA should not be considered in isolation or as a substitute for measures of performance prepared in accordance with accounting principles generally accepted in the United States of America. The calculation of EBITDA and similarly titled measures may vary between companies.

On November 4, 2002, Meredith Corporation announced an agreement to acquire American Baby magazine and related assets from Primedia Inc. for $115.0 million. American Baby magazine, which was launched in 1938, is currently published monthly and has a circulation of 2 million. Other American Baby group properties being acquired include Childbirth and First Year of Life magazines, three Hispanic titles and related marketing programs, the American Baby and Healthy Kids television programs currently shown on the FX television network, websites, custom publications and other related programs.

The purchase price of $115.0 million represents a multiple of approximately 10 times the American Baby group's projected 12-month earnings before interest, taxes, depreciation and amortization. Meredith expects the transaction to be accretive to earnings per share in fiscal 2003 and subsequent years. The transaction is subject to customary closing conditions including regulatory approval and is expected to close prior the end of calendar 2002.

The following discussion presents the key factors that have affected the Company's business in the first quarters of fiscal 2003 and fiscal 2002. This commentary should be read in conjunction with the consolidated financial statements presented elsewhere in this report and with the Company's Form 10-K for the year ended June 30, 2002. All per share amounts refer to diluted earnings per share and are computed on an after-tax basis.

Sections of this report - and management's public commentary from time to time - may contain certain forward-looking statements that are subject to risks and uncertainties. The words expect, anticipate, believe, likely, will, and similar terms generally identify forward-looking statements. These statements are based on management's current knowledge and estimates of factors affecting the Company's operations. Readers are cautioned not to place undue reliance on such forward-looking information; actual results may differ materially from those currently anticipated.

Factors that could adversely affect future results include but are not limited to downturns in national and/or local economies; a softening of the domestic advertising market; increased consolidation among major advertisers or other events depressing the level of advertising spending; national or world events that could interrupt broadcast television nationally, regionally, or in specific local markets; the unexpected loss of one or more major clients; changes in consumer reading, purchasing, and/or television viewing patterns; unanticipated increases in paper, postage, printing, or syndicated programming costs; changes in television network affiliation agreements and/or network affiliation relationships; technological developments affecting products or methods of distribution such as the Internet or e-commerce; changes in government regulations affecting the Company's industries; unexpected changes in interest rates; and any acquisitions and/or dispositions.

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Meredith recorded a net loss of $69.3 million, or $1.36 per share, in the quarter ended September 30, 2002. The loss resulted from a charge for the cumulative effect of a change in accounting principle. Meredith adopted Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, effective July 1, 2002. SFAS No. 142 requires that goodwill and intangible assets with indefinite lives no longer be amortized to earnings, but be reviewed at least annually for impairment. SFAS No. 142 also requires an initial review of goodwill and intangible assets with indefinite lives as of the beginning of the fiscal year of adoption. Meredith has completed this initial review, and it resulted in transitional impairment losses of $139.9 million ($85.7 million after tax), or $1.68 per diluted share. This charge was recorded net of tax as the cumulative effect of a change in accounting principle. The impairment losses reflect the write-down of Federal Communication Commission (FCC) television licenses/network affiliation agreements ($33.7 million) and goodwill at certain television stations ($106.2 million). The majority of the impairments relate to the acquisition of television station WGCL-TV in Atlanta in March 1999.

The adoption of SFAS No. 142 virtually eliminated Meredith's amortization expense related to intangible assets and goodwill. On an annual basis, the Company expects that amortization expense will be reduced from $25.6 million in fiscal 2002 to $0.1 million in fiscal 2003. Diluted earnings per share are expected to increase by approximately 30 cents for fiscal 2003 due to the reduction in amortization expense. Net earnings of $8.7 million, or 17 cents per share, reported for the first quarter ended September 30, 2001 included after-tax amortization expense of $4.0 million, or 8 cents per share, that would not have been required if SFAS No. 142 had been in effect. SFAS No. 142 does not permit the restatement of prior year's results. For ease of comparison, this report includes fiscal 2002 results as previously reported and as if the amortization provisions of SFAS No. 142 had been adopted on July 1, 2001.

First quarter revenues increased 6 percent to $250.1 million from $236.5 million for the same quarter a year ago. Advertising revenues increased 7 percent. Fiscal 2003 first quarter earnings before the cumulative change in accounting principle were $16.5 million, or 32 cents per share, compared with the prior first quarter's adjusted net earnings of $12.6 million, or 25 cents per share. The earnings improvement reflected increased advertising revenues along with higher revenues and improved operating profit from book sales. Revenues were also affected by Meredith's acquisition of television station KPTV in Portland, OR in June 2002. Meredith exchanged its Orlando and Ocala, FL television stations for KPTV in a transaction with News Corporation and Fox Television Stations, Inc. The transaction created a Meredith duopoly in Portland where the Company already owned KPDX-TV. Meredith expects the transaction to result in a revenue reduction of approximately $10 million in fiscal 2003 but to have no material effect on operating results.

Operating costs and expenses increased 3 percent from the prior first quarter on an adjusted basis. Production, distribution, and editorial costs increased 2 percent, reflecting higher postage and editorial costs in publishing and higher news costs in broadcasting. Partially offsetting these cost increases were lower paper prices. Selling, general, and administrative expenses increased 4 percent. Higher incentive accruals linked to improved performance were the biggest factor in the increase. Unallocated corporate expenses, which represent general corporate overhead expenses not attributable to the operating groups, increased to $5.1 million from $4.3 million the prior first quarter as a result of the higher incentive accruals. The operating profit margin for the quarter just ended was 14.1 percent of revenues versus 11.7 percent for the prior first quarter.

Net interest expense was $8.3 million compared with $7.2 million in the first quarter of fiscal 2002. The increase reflected an unfavorable fair market value adjustment on interest rate swap contracts. In the prior year, all fair market value adjustments on interest rate swap contracts were recorded in other comprehensive income. As a result of debt refinancing in April 2002 and a reduction in the amount of variable-rate debt outstanding, Meredith has interest rate swap contracts that no longer hedge variable-rate obligations. The fair market value adjustment on those contracts therefore is recorded in interest expense.

The Company's effective tax rate for the quarter just ended, the previous first quarter, and the previous fiscal year was 38.7 percent. The rate is expected to remain unchanged throughout fiscal 2003.

The following statements reflect Meredith's current expectations for the second quarter and the remainder of fiscal 2003.

Second quarter publishing advertising revenues are running up in the low double-digits, on a percentage basis, from the same quarter a year ago. Second quarter same-station broadcasting advertising bookings are up in the mid-twenties on a percentage basis. (The same-station comparison includes revenues of KPTV-Portland in both periods and excludes revenues of the two Florida stations traded for KPTV in June 2002.) Television advertising bookings are as of a point in time and change frequently.

On November 4, 2002, Meredith Corporation announced an agreement to acquire American Baby magazine and related assets from Primedia Inc. for $115.0 million. The transaction is subject to customary closing conditions including regulatory approval and is expected to close prior to the end of calendar 2002. Meredith expects the transaction to be accretive to earnings per share in fiscal 2003; however, the effect can not be quantified at this time.

At this time, management believes the First Call consensus earnings estimate of 35 cents per share for the second quarter of fiscal 2003 is achievable. In the second quarter of fiscal 2002, Meredith's net earnings were 23 cents per share, adjusted for the amortization provisions of SFAS No. 142 and excluding a 2 cent per share nonrecurring gain. Limited visibility for advertising demand beyond the November elections makes precise guidance for the full fiscal year difficult. Management continues to expect earnings before the cumulative change in accounting principle in the range of $1.55 to $1.65 per share for fiscal 2003. This guidance will be updated as appropriate in management presentations at two media conferences in New York in December.

In the following sections, segment operating profit for the quarter ended September 30, 2001 is reported on an adjusted basis as if the amortization provisions of SFAS No. 142 were effective July 1, 2001.

Magazine circulation revenues increased 2 percent from the prior first quarter. The growth reflected increased newsstand sales of Special Interest Publications and Creative Collection titles.

Other publishing revenues increased 7 percent from the prior first quarter due to strong growth in book sales. Book revenues increased approximately 20 percent largely due to the release of the 12^th edition of the Better Homes and Gardens New Cook Book.

Publishing operating profit was $28.9 million in the fiscal 2003 first quarter, an 11 percent increase from $26.1 million in the prior first quarter. Major factors in the improvement were an increase in book operating profit, higher magazine advertising revenues, higher newsstand profits, and lower paper prices. Partially offsetting these improvements were higher postal rates and increased accruals for management and sales incentives. The increases in book and newsstand profits resulted from higher sales volume.

Paper prices were down in the mid-teens, on a percentage basis, from a year earlier. Paper prices are driven by market demand and are difficult to predict, but management expects upward pressure as market demand increases over the next year. Postal rates for periodicals increased 10 percent on June 30, 2002.

Operating profit was $11.3 million in the first quarter, up 90 percent from $6.0 million in the prior-year first quarter. The increase in operating profit resulted from the growth in advertising revenues. Operating costs increased 5 percent. The cost increase resulted primarily from investments in local news and syndicated programming. Similar cost increases are expected to continue throughout the fiscal year. Compensation costs were also up due to higher incentive and severance accruals.

First quarter cash and cash equivalents decreased $11.5 million; they decreased $31.9 million in the same period a year ago. The change came primarily from an increase in cash provided by operating activities. Cash provided by operating activities grew to $28.6 million from $3.2 million in the same period a year ago, reflecting an increase in earnings before the noncash charge for a change in accounting principle. Reduced use of cash for working capital requirements also contributed. The reduction was largely the result of the absence of significant cash payments made in the previous first quarter for severance and early retirement benefits related to the restructuring charge recorded in fiscal 2001.

Tax deductible contributions to qualified pension plans totaled $5.7 million in fiscal 2002. Though not required to do so, the Company may make tax deductible contributions to its qualified pension plans of up to $12.0 million in fiscal 2003.

Fiscal 2003 first quarter EBITDA increased 21 percent due to improved operating results. EBITDA is defined as earnings from continuing operations before interest, taxes, depreciation, and amortization. Earnings from continuing operations exclude the cumulative effect of a change in accounting principle. EBITDA is not adjusted for all noncash expenses or for working capital, capital expenditures, and other investment requirements. EBITDA is often used to analyze and compare companies on the basis of operating performance and cash flow; however, EBITDA should not be considered in isolation or as a substitute for measures of performance prepared in accordance with accounting principles generally accepted in the United States of America. The calculation of EBITDA and similarly titled measures may vary among companies.

At September 30, 2002, long-term debt outstanding totaled $365.0 million and consisted of $65.0 million outstanding under the asset-backed commercial paper facility and $300.0 million in fixed-rate unsecured senior notes.

All of the Company's debt agreements include financial covenants, and failure to comply with any such covenants could result in the debt becoming payable on demand. A summary of the Company's significant financial covenants and their status at September 30, 2002 follows:

The Company was in compliance with all debt covenants at September 30, 2002 and expects to remain so in the future.

The following table presents the long-term debt maturities, required payments under contractual agreements for broadcast rights, and future minimum lease payments under noncancelable leases as of September 30, 2002:

Funds for meeting contractual cash obligations are expected to come from cash generated by future operating activities. Debt agreements may be renewed or refinanced if the Company determines it is advantageous to do so. Contractual obligations for broadcast rights shown above include $26.2 million for broadcast rights that are not currently available for airing and are therefore not included in the Condensed Consolidated Balance Sheet at September 30, 2002. Meredith also has commitments in the form of standby letters of credit and other guarantees totaling $1.2 million. Approximately half of the commitments expire within one year; the rest are long-term.

Meredith uses interest rate swap contracts to manage interest cost and risk associated with possible increases in variable interest rates. The swap contracts expire in June 2004, and the notional amount varies over the remaining terms of the contracts. The Company is exposed to credit-related losses in the event of nonperformance by counterparties to financial instruments. Given their strong creditworthiness, management does not expect any counterparties to fail to meet their obligations. The weighted-average interest rate on debt outstanding at September 30, 2002 was approximately 6.5 percent.

As a result of the April 2002 debt refinancing and a reduction in variable-rate obligations, Meredith has interest rate swap contracts that no longer hedge such obligations. These contracts have been dedesignated as hedge contracts. Therefore, all changes in the fair market value of these contracts are recorded in interest expense. Fair-market value changes in the first quarter of fiscal 2003 resulted in expense of $1.3 million.

As part of Meredith's ongoing share repurchase program, the Company spent $8.2 million to repurchase an aggregate of 214,000 shares of Meredith Corporation common stock at then current market prices in the first quarter of fiscal 2003. This compares with spending and commitments of $15.4 million for the repurchase of 492,000 shares in the prior first quarter. The Company expects to continue to repurchase shares from time to time in the foreseeable future, subject to market conditions. As of September 30, 2002, approximately 1.4 million shares were authorized for future repurchase. The status of this program is reviewed at each quarterly Board of Directors meeting.

Dividends paid in the first quarter of fiscal 2003 were $4.5 million, or 9 cents per share. Dividends paid in the prior first quarter were $4.2 million, or 8.5 cents per share.

First quarter spending for property, plant and equipment was $8.6 million compared with prior-year first quarter spending of $5.4 million. The increase reflected higher spending for equipment and remodeling associated with the consolidation of the Portland duopoly and for the initial transition to digital technology at five stations. The broadcasting segment has commitments to spend approximately $4 million over the next three months for the initial transition to digital technology and for a new group traffic system. The Company has no other material commitments for capital expenditures. Funds for capital expenditures are expected to come from operating activities or, if necessary, borrowings under credit agreements.

At this time, management expects that cash on hand, internally-generated cash flow, and debt from credit agreements will provide funds for any additional operating and recurring cash needs (e.g., working capital and cash dividends) for the foreseeable future.

Meredith is exposed to certain market risks as a result of its use of financial instruments, in particular the potential market value loss arising from adverse changes in interest rates. Readers are referred to Item 7a. Quantitative and Qualitative Disclosures about Market Risk of the Company's fiscal 2002 Form 10-K for a more complete discussion of these risks.

At September 30, 2002, Meredith had outstanding $65.0 million in variable-rate long-term debt and $300.0 million in fixed-rate long-term debt. There are no material earnings or liquidity risks associated with the Company's variable-rate debt and related interest rate swap contracts because the contracts reduce exposure to interest rate fluctuations by effectively converting variable-rate debt to fixed-rate debt. The fair market value of the variable-rate debt approximates the carrying amount. The fair market value of the interest rate swap contracts is the estimated amount (based on discounted cash flows) the Company would pay or receive to terminate the swap contracts. A 10 percent decrease in interest rates would have increased the cost to terminate the swap contracts to $2.7 million from $2.6 million at September 30, 2002.

Changes in interest rates expose the Company to earnings and liquidity risks on its swap contracts that, as a result of the debt refinancing completed in April 2002, no longer hedge against variable-rate obligations. At September 30, 2002, a 10 percent decrease in interest rates would have increased the cost to terminate these swap contracts to $6.5 million from $6.1 million.

There are no earnings or liquidity risks associated with the Company's fixed rate debt. The fair market value of the debt (based on discounted cash flows reflecting borrowing rates currently available for debt with similar terms and maturities) varies with fluctuations in interest rates. A 10 percent decrease in interest rates would have changed the fair market value of the debt to $331.3 million from $326.2 million at September 30, 2002.

There has been no material change in the market risk associated with broadcast rights payable since June 30, 2002.

Our Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation within 90 days of the filing date of this report, that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. There have been no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of the previously mentioned evaluation.

I, William T. Kerr, certify that:

Date:  November 11, 2002

I, Suku V. Radia, certify that:

Date:  November 11, 2002