NEW YORK
|
13-5593032
|
|
State or other jurisdiction of incorporation or organization
|
I.R.S. Employer Identification No.
|
|
111 River Street, Hoboken, NJ
|
07030
|
|
Address of principal executive offices
|
Zip Code
|
|
(201) 748-6000
|
||
Registrant’s telephone number including area code
|
||
Securities registered pursuant to Section 12(b) of the Act: Title of each class
|
Name of each exchange on which registered
|
|
Class A Common Stock, par value $1.00 per share
|
New York Stock Exchange
|
|
Class B Common Stock, par value $1.00 per share
|
New York Stock Exchange
|
|
Securities registered pursuant to Section 12(g) of the Act:
|
||
None
|
PART I
|
PAGE
|
|
ITEM 1.
|
Business
|
4
|
ITEM 1A.
|
Risk Factors
|
4-11
|
ITEM 1B.
|
Unresolved Staff Comments
|
11
|
ITEM 2.
|
Properties
|
12
|
ITEM 3.
|
Legal Proceedings
|
13
|
ITEM 4
|
Mine Safety Disclosures – Not Applicable
|
|
PART II
|
||
ITEM 5.
|
Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
13
|
ITEM 6.
|
Selected Financial Data
|
14
|
ITEM 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
15-55
|
ITEM 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
55-58
|
ITEM 8.
|
Financial Statements and Supplementary Data
|
59-98
|
ITEM 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
99
|
ITEM 9A.
|
Controls and Procedures
|
99
|
ITEM 9B.
|
Other Information
|
99
|
PART III
|
||
ITEM 10.
|
Directors, Executive Officers and Corporate Governance
|
99-102
|
ITEM 11.
|
Executive Compensation
|
102
|
ITEM 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
102-103
|
ITEM 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
103
|
ITEM 14.
|
Principal Accounting Fees and Services
|
103
|
|
||
PART IV
|
||
ITEM 15.
|
Exhibits, Financial Statement Schedules and Reports on Form 8-K
|
104-106
|
SIGNATURES
|
|
Item 1.
|
Business
|
Item 1A.
|
Risk Factors
|
Item 1B.
|
Unresolved Staff Comments
|
Location
|
Purpose
|
Owned or Leased
|
Approx. Sq. Ft.
|
United States:
|
|||
New Jersey
|
Corporate Headquarters
|
Leased
|
415,000
|
Office & Warehouse
|
Leased
|
185,000
|
|
Indiana
|
Office
|
Leased
|
108,000
|
California
|
Office
|
Leased
|
19,000
|
Massachusetts
|
Office
|
Leased
|
34,000
|
Illinois
|
Office
|
Leased
|
51,000
|
Florida
|
Office
|
Leased
|
49,000
|
Minnesota
|
Offices
|
Leased
|
36,000
|
Texas
|
Offices
|
Leased
|
29,000
|
Colorado
|
Office
|
Leased
|
15,000
|
International:
|
|||
Australia
|
Offices
|
Leased
|
59,000
|
Canada
|
Office
|
Leased
|
12,000
|
England
|
Warehouses
|
Leased
|
297,000
|
Offices
|
Leased
|
80,000
|
|
Offices
|
Owned
|
70,000
|
|
Germany
|
Office
|
Owned
|
59,000
|
Office
|
Leased
|
24,000
|
|
Singapore
|
Offices
|
Leased
|
44,000
|
Russia
|
Office
|
Leased
|
21,000
|
India
|
Warehouse
|
Leased
|
16,000
|
China
|
Office
|
Leased
|
14,000
|
Item 3.
|
Legal Proceedings
|
Item 5.
|
Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
Class A Common Stock
|
Class B Common Stock
|
|||||
Market Price
|
Market Price
|
|||||
Dividends
|
High
|
Low
|
Dividends
|
High
|
Low
|
|
2016
|
||||||
First Quarter
|
$0.30
|
$58.66
|
$51.68
|
$0.30
|
$58.74
|
$52.54
|
Second Quarter
|
0.30
|
53.18
|
48.16
|
0.30
|
52.93
|
48.25
|
Third Quarter
|
0.30
|
54.29
|
40.29
|
0.30
|
53.80
|
41.25
|
Fourth Quarter
|
0.30
|
50.74
|
40.21
|
0.30
|
50.85
|
40.18
|
2015
|
||||||
First Quarter
|
$0.29
|
$62.05
|
$54.52
|
$0.29
|
$61.80
|
$54.35
|
Second Quarter
|
0.29
|
60.42
|
51.45
|
0.29
|
61.08
|
52.04
|
Third Quarter
|
0.29
|
62.85
|
56.48
|
0.29
|
62.75
|
56.37
|
Fourth Quarter
|
0.29
|
65.21
|
56.88
|
0.29
|
65.10
|
56.74
|
Total Number
of Shares Purchased
|
Average
Price Paid
Per Share
|
Total Number of Shares Purchased as part of a Publicly Announced Program
|
Maximum Number of Shares that May be Purchased Under the Program
|
||||
February 2016
|
-
|
-
|
-
|
963,022
|
|||
March 2016
|
118,036
|
$47.12
|
118,036
|
845,006
|
|||
April 2016
|
98,150
|
$48.00
|
98,150
|
746,836
|
|||
Total
|
216,186
|
$47.52
|
216,186
|
For the Years Ended April 30,
|
|||||
Dollars in millions (except per share data)
|
2016
|
2015
|
2014
|
2013
|
2012
|
Revenue
|
$1,727.0
|
$1,822.4
|
$1,775.2
|
$1,760.8
|
$1,782.7
|
Operating Income (a-b)
|
188.1
|
237.7
|
206.7
|
199.4
|
280.4
|
Net Income (a-c)
|
145.8
|
176.9
|
160.5
|
144.2
|
212.7
|
Working Capital (d)
|
(111.1)
|
(62.8)
|
60.1
|
(32.2)
|
(66.3)
|
Deferred Revenue in Working Capital (d)
|
(426.5)
|
(372.1)
|
(385.7)
|
(363.0)
|
(342.0)
|
Total Assets
|
2,921.1
|
3,004.2
|
3,077.4
|
2,806.4
|
2,532.9
|
Long-Term Debt
|
605.0
|
650.1
|
700.1
|
673.0
|
475.0
|
Shareholders’ Equity
|
1,037.1
|
1,055.0
|
1,182.2
|
988.4
|
1,017.6
|
Per Share Data
|
|||||
Earnings Per Share (a-c)
|
|||||
Diluted
|
$2.48
|
$2.97
|
$2.70
|
$2.39
|
$3.47
|
Basic
|
$2.51
|
$3.01
|
$2.73
|
$2.43
|
$3.53
|
Cash Dividends
|
|||||
Class A Common
|
$1.20
|
$1.16
|
$1.00
|
$0.96
|
$0.80
|
Class B Common
|
$1.20
|
$1.16
|
$1.00
|
$0.96
|
$0.80
|
a)
|
In fiscal years 2016, 2015, 2014 and 2013, the Company recorded restructuring charges of $28.6 million ($0.8 per share), $28.8 million ($0.34 per share), $42.7 million ($0.48 per share) and $29.3 million ($0.33 per share), respectively, and related impairment charges in fiscal years 2014 and 2013 of $4.8 million ($0.06 per share) and $30.7 million ($0.35 per share), respectively.
|
b)
|
In fiscal year 2013, the Company recorded a gain, net of losses, on the sale of certain Professional Development consumer publishing programs of $6.0 million ($0.04 per share).
|
c)
|
Certain tax benefits and charges included in fiscal year results are as follows:
|
·
|
Fiscal years 2016, 2014, 2013 and 2012 include tax benefits of $5.9 million ($0.10 per share), $10.6 million ($0.18 per share), $8.4 million ($0.14 per share), and $8.8 million ($0.14 per share), respectively, principally associated with consecutive
tax legislation enacted in the United Kingdom that reduced the U.K. corporate income tax rates.
|
·
|
Fiscal year 2015 includes a non-recurring tax benefit of $3.1 million ($0.05 per share) related to tax deductions claimed on the write-up of certain foreign tax assets to fair market value.
|
·
|
Fiscal year 2012 includes a tax benefit of $7.5 million ($0.12 per share) related to the reversal of an income tax reserve recorded in conjunction with the Blackwell acquisition.
|
d)
|
The primary driver of the negative working capital is unearned deferred revenue related to subscriptions for which cash has been collected in advance. Cash received in advance for subscriptions is used by the Company for a number of purposes including acquisitions; debt repayments; funding operations; dividend payments; and purchasing treasury shares. The deferred revenue will be recognized in income over the term of the subscription; when the related issue is shipped or made available online, or the service is rendered.
|
Item 7.
|
Management’s Discussion and Analysis of Business, Financial Condition and Results of Operations
|
Total Charges
|
|||||
2016
|
2015
|
Incurred to Date
|
|||
Charges by Segment:
|
|||||
Research
|
$5,048
|
$4,555
|
$20,273
|
||
Professional Development
|
2,277
|
4,385
|
24,806
|
||
Education
|
1,206
|
1,571
|
4,786
|
||
Shared Services
|
20,080
|
18,293
|
74,724
|
||
Total Restructuring Charges
|
$28,611
|
$28,804
|
$124,589
|
||
Charges by Activity:
|
|||||
Severance
|
$16,443
|
$17,093
|
$79,204
|
||
Process reengineering consulting
|
7,191
|
301
|
18,666
|
||
Other activities
|
4,977
|
11,410
|
26,719
|
||
Total Restructuring Charges
|
$28,611
|
$28,804
|
$124,589
|
% change
|
||||
RESEARCH:
|
2016
|
2015
|
% change
|
w/o FX (a)
|
Revenue:
|
||||
Journal Revenue:
|
||||
Journal Subscriptions
|
$611,403
|
$672,218
|
-9%
|
-6%
|
Author-Funded Access
|
25,669
|
22,388
|
15%
|
21%
|
Licensing, Reprints, Backfiles, and Other
|
178,542
|
188,326
|
-5%
|
0%
|
Total Journal Revenue
|
815,614
|
882,932
|
-8%
|
-4%
|
|
||||
Books and References:
|
||||
Print Books
|
90,586
|
99,746
|
-9%
|
-6%
|
Digital Books
|
44,788
|
42,512
|
5%
|
9%
|
Licensing and Other
|
14,266
|
15,605
|
-9%
|
0%
|
Total Books and References Revenue
|
149,640
|
157,863
|
-5%
|
-1%
|
|
||||
Total Revenue
|
$965,254
|
$1,040,795
|
-7%
|
-3%
|
Cost of Sales
|
(262,693)
|
(275,487)
|
-
5%
|
-1%
|
Gross Profit
|
$702,561
|
$765,308
|
-8%
|
-4%
|
Gross Profit Margin
|
72.8%
|
73.5%
|
||
Direct Expenses
|
(229,666)
|
(245,278)
|
-6%
|
-2%
|
Amortization of Intangibles
|
(27,546)
|
(28,190)
|
-2%
|
2%
|
Restructuring Charges (see Note 6)
|
(5,048)
|
(4,555)
|
||
Direct Contribution to Profit
|
$440,301
|
$487,285
|
-10%
|
-6%
|
Direct Contribution Margin
|
45.6%
|
46.8%
|
||
Shared Services and Administrative Costs:
|
||||
Distribution and Operation Services
|
(39,348)
|
(44,620)
|
-12%
|
-7%
|
Technology and Content Management
|
(98,442)
|
(96,486)
|
2%
|
5%
|
Occupancy and Other
|
(29,516)
|
(30,405)
|
-3%
|
2%
|
Contribution to Profit
|
$272,995
|
$315,774
|
-14%
|
-10%
|
Contribution Margin
|
28.3%
|
30.3%
|
% of
|
% change
|
|||
2016
|
2015
|
Revenue
|
w/o FX
|
|
Revenue by Region:
|
||||
Americas
|
$370,111
|
$398,573
|
38%
|
-6%
|
EMEA
|
540,562
|
585,693
|
56%
|
-3%
|
Asia-Pacific
|
54,581
|
56,529
|
6%
|
7%
|
Total Revenue
|
$965,254
|
$1,040,795
|
100%
|
-3%
|
·
|
6 new society journals were signed with combined annual revenue of approximately $12 million
|
·
|
87 renewals/extensions were signed with approximately $54 million in combined annual revenue
|
·
|
18 journals were not renewed with combined annual revenue of approximately $11 million
|
% change
|
||||
PROFFESIONAL DEVELOPMENT (PD):
|
2016
|
2015
|
% change
|
w/o FX (a)
|
Revenue:
|
||||
Knowledge Services:
|
||||
Print Books
|
$192,149
|
$206,086
|
-7%
|
-4%
|
Digital Books
|
47,089
|
49,672
|
-5%
|
-3%
|
Online Test Preparation and Certification
|
28,169
|
22,119
|
27%
|
27%
|
Other Knowledge Service Revenue
|
28,813
|
30,094
|
-4%
|
-2%
|
296,220
|
307,971
|
-4%
|
-2%
|
|
Talent Solutions:
|
||||
Assessment
|
$57,369
|
$57,035
|
1%
|
1%
|
Corporate Learning
|
50,692
|
42,017
|
21%
|
31%
|
108,061
|
99,052
|
9%
|
14%
|
|
Total Revenue
|
$404,281
|
$407,023
|
-1%
|
2%
|
Cost of Sales
|
(103,652)
|
(114,014)
|
-9%
|
-7%
|
Gross Profit
|
$300,629
|
$293,009
|
3%
|
6%
|
Gross Profit Margin
|
74.4%
|
72.0%
|
||
Direct Expenses
|
(118,638)
|
(131,969)
|
-10%
|
-7%
|
Amortization of Intangibles
|
(12,691)
|
(13,498)
|
-6%
|
-3%
|
Restructuring Charges (see Note 6)
|
(2,277)
|
(4,385)
|
||
Direct Contribution to Profit
|
$167,023
|
$143,157
|
17%
|
17%
|
Direct Contribution Margin
|
41.3%
|
35.2%
|
||
Shared Services and Administrative Costs:
|
||||
Distribution and Operation Services
|
(28,364)
|
(30,838)
|
-8%
|
-5%
|
Technology and Content Management
|
(40,951)
|
(48,002)
|
-15%
|
-13%
|
Occupancy and Other
|
(23,160)
|
(26,180)
|
-12%
|
-8%
|
Contribution to Profit
|
$74,548
|
$38,137
|
95%
|
84%
|
Contribution Margin
|
18.4%
|
9.4%
|
% of
|
% change
|
|||
2016
|
2015
|
Revenue
|
w/o FX
|
|
Revenue by Region:
|
||||
Americas
|
$291,258
|
$288,882
|
72%
|
1%
|
EMEA
|
92,106
|
95,613
|
23%
|
4%
|
Asia-Pacific
|
20,917
|
22,528
|
5%
|
0%
|
Total Revenue
|
$404,281
|
$407,023
|
100%
|
2%
|
% change
|
||||
EDUCATION:
|
2016
|
2015
|
% change
|
w/o FX (a)
|
Revenue:
|
||||
Books:
|
||||
Print Textbooks
|
$107,636
|
$144,500
|
-26%
|
-20%
|
Digital Books
|
34,462
|
34,086
|
1%
|
5%
|
142,098
|
178,586
|
-20%
|
-15%
|
|
Custom Materials
|
51,842
|
50,659
|
2%
|
2%
|
Course Workflow Solutions (WileyPLUS)
|
58,551
|
54,200
|
8%
|
10%
|
Online Program Management (Deltak)
|
96,469
|
81,593
|
18%
|
18%
|
Other Education Revenue
|
8,542
|
9,584
|
-11%
|
-11%
|
Total Revenue
|
$357,502
|
$374,622
|
-5%
|
-2%
|
Cost of Sales
|
(99,573)
|
(110,182)
|
-10%
|
-8%
|
Gross Profit
|
$257,929
|
$264,440
|
-2%
|
0%
|
Gross Profit Margin
|
72.1%
|
70.6%
|
||
Direct Expenses
|
(128,821)
|
(125,613)
|
3%
|
5%
|
Amortization of Intangibles
|
(9,527)
|
(9,527)
|
0%
|
0%
|
Restructuring Charges (see Note 6)
|
(1,206)
|
(1,571)
|
0%
|
|
Direct Contribution to Profit
|
$118,375
|
$127,729
|
-7%
|
-3%
|
Direct Contribution Margin
|
33.1%
|
34.1%
|
||
Shared Services and Administrative Costs:
|
||||
Distribution and Operation Services
|
(15,207)
|
(12,863)
|
18%
|
24%
|
Technology and Content Management
|
(51,612)
|
(54,272)
|
-5%
|
-3%
|
Occupancy and Other
|
(15,688)
|
(13,950)
|
12%
|
15%
|
Contribution to Profit
|
$35,868
|
$46,644
|
-23%
|
-18%
|
Contribution Margin
|
10.0%
|
12.5%
|
(a)
|
Adjusted to exclude the fiscal year 2016 and 2015 Restructuring Charges
|
|
% of
|
% change
|
||
2016
|
2015
|
Revenue
|
w/o FX
|
|
Revenue by Region:
|
||||
Americas
|
$295,296
|
$300,174
|
83%
|
-1%
|
EMEA
|
15,764
|
19,265
|
4%
|
-15%
|
Asia-Pacific
|
46,442
|
55,183
|
13%
|
-4%
|
Total Revenue
|
$357,502
|
$374,622
|
100%
|
-2%
|
% Change
|
||||
Dollars in thousands
|
2016
|
2015
|
% Change
|
w/o FX (a)
|
Distribution and Operation Services
|
$83,109
|
$89,024
|
-7%
|
-3%
|
Technology and Content Management
|
257,822
|
244,850
|
5%
|
8%
|
Finance
|
49,798
|
52,796
|
-6%
|
-2%
|
Other Administration
|
126,777
|
115,469
|
10%
|
13%
|
Restructuring Charges (see Note 6)
|
20,080
|
18,293
|
||
Total
|
$537,586
|
$520,432
|
3%
|
6%
|
Total Charges
|
|||||
2015
|
2014
|
Incurred to Date
|
|||
Charges by Segment:
|
|||||
Research
|
$4,555
|
$7,774
|
$15,225
|
||
Professional Development
|
4,385
|
11,860
|
22,529
|
||
Education
|
1,571
|
891
|
3,580
|
||
Shared Services
|
18,293
|
22,197
|
54,644
|
||
Total Restructuring Charges
|
$28,804
|
$42,722
|
$95,978
|
||
Charges by Activity:
|
|||||
Severance
|
$17,093
|
$25,962
|
$62,761
|
||
Process reengineering consulting
|
301
|
8,556
|
11,475
|
||
Other activities
|
11,410
|
8,204
|
21,742
|
||
Total Restructuring Charges
|
$28,804
|
$42,722
|
$95,978
|
% change
|
||||
RESEARCH:
|
2015
|
2014
|
% change
|
w/o FX (a)
|
Revenue:
|
||||
Journal Revenue:
|
||||
Journal Subscriptions
|
$672
,
218
|
$675
,
266
|
0%
|
1%
|
Author-Funded Access
|
22,388
|
17,673
|
27%
|
29%
|
Licensing, Reprints, Backfiles, and Other
|
188
,
326
|
177,255
|
6%
|
9%
|
Total Journal Revenue
|
882,932
|
870,194
|
1%
|
3%
|
Books and References:
|
||||
Print Books
|
99,746
|
112,386
|
-11%
|
-10%
|
Digital Books
|
42,512
|
45,934
|
-7%
|
-
5%
|
Licensing and Other
|
15,605
|
15,835
|
-
1%
|
2%
|
Total Books and References Revenue
|
157,863
|
174,155
|
-9%
|
-7%
|
|
|
|
|
|
Total Revenue
|
$1,040,795
|
$1,044,349
|
0%
|
2%
|
Cost of Sales
|
(275,487)
|
(280,794)
|
-2%
|
-1%
|
Gross Profit
|
$765,308
|
$763,555
|
0%
|
2%
|
Gross Profit Margin
|
73.5%
|
73.1%
|
||
Direct Expenses
|
(245,278)
|
(248,404)
|
-1%
|
1%
|
Amortization of Intangibles
|
(28,190)
|
(28,188)
|
0
%
|
0%
|
Restructuring Charges (see Note 6)
|
(4,555)
|
(7,774)
|
|
|
Direct Contribution to Profit
|
$487,285
|
$479,189
|
2%
|
3%
|
Direct Contribution Margin
|
46.8%
|
45.9%
|
||
Shared Services and Administrative Costs:
|
||||
Distribution and Operation Services
|
(44,620)
|
(45,773)
|
-3%
|
-1%
|
Technology and Content Management
|
(96,486)
|
(99,929)
|
-
3%
|
-3%
|
Occupancy and Other
|
(30,405)
|
(28,491)
|
7%
|
9%
|
Contribution to Profit
|
$315,774
|
$304,996
|
4%
|
5%
|
Contribution Margin
|
30.3%
|
29.2%
|
% of
|
% change
|
|||
2015
|
2014
|
Revenue
|
w/o FX
|
|
Revenue by Region:
|
||||
Americas
|
$398,573
|
$408,001
|
38%
|
-2%
|
EMEA
|
585,693
|
578,099
|
56%
|
4%
|
Asia-Pacific
|
56,529
|
58,249
|
6%
|
3%
|
Total Revenue
|
$1,040,795
|
$1,044,349
|
100%
|
1%
|
·
|
9 new society journals were signed with combined annual revenue of approximately $5 million
|
·
|
45 renewals/extensions were signed with approximately $30 million in combined annual revenue
|
·
|
14 journals were not renewed with combined annual revenue of approximately $9 million
|
% change
|
||||
PROFFESIONAL DEVELOPMENT (PD):
|
2015
|
2014
|
% change
|
w/o FX (a)
|
Revenue:
|
||||
Knowledge Services:
|
||||
Print Books
|
$206,086
|
$229,199
|
-10%
|
-9%
|
Digital Books
|
49,672
|
53,764
|
-8%
|
-7%
|
Online Test Preparation and Certification
|
22,119
|
17,975
|
23%
|
23%
|
Other Knowledge Service Revenue
|
30,094
|
29,884
|
1%
|
1%
|
307,971
|
330,822
|
-7%
|
-6%
|
|
Talent Solutions:
|
||||
Assessment
|
$57,035
|
$33,047
|
73%
|
73%
|
Corporate Learning
|
42,017
|
-
|
-
|
|
99,052
|
33,047
|
200%
|
200%
|
|
Total Revenue
|
$407,023
|
$363,869
|
12%
|
13%
|
Cost of Sales
|
(114,014)
|
(111,911)
|
2%
|
3%
|
Gross Profit
|
$293,009
|
$251,958
|
16%
|
17%
|
Gross Profit Margin
|
72.0%
|
69.2%
|
||
Direct Expenses
|
(131,969)
|
(102,706)
|
28%
|
29%
|
Amortization of Intangibles
|
(13,498)
|
(6,965)
|
94%
|
94%
|
Restructuring Charges (see Note 6)
|
(4,385)
|
(11,860)
|
||
Direct Contribution to Profit
|
$143,157
|
$130,427
|
10%
|
8%
|
Direct Contribution Margin
|
35.2%
|
35.8%
|
||
Shared Services and Administrative Costs:
|
||||
Distribution and Operation Services
|
(30,838)
|
(37,673)
|
-18%
|
-17%
|
Technology and Content Management
|
(48,002)
|
(50,426)
|
-5%
|
-5%
|
Occupancy and Other
|
(26,180)
|
(19,712)
|
33%
|
33%
|
Contribution to Profit
|
$38,137
|
$22,616
|
69%
|
47%
|
Contribution Margin
|
9.4%
|
6.2%
|
% of
|
% change
|
|||
2015
|
2014
|
Revenue
|
w/o FX
|
|
Revenue by Region:
|
||||
Americas
|
$288,882
|
$285,376
|
71%
|
2%
|
EMEA
|
95,613
|
54,240
|
23%
|
78%
|
Asia-Pacific
|
22,528
|
24,253
|
6%
|
-4%
|
Total Revenue
|
$407,023
|
$363,869
|
100%
|
13%
|
·
|
On April 1, 2014, the Company acquired Profiles International (“Profiles”) for approximately $48 million in cash, net of cash acquired. Profiles provides pre-employment assessment and selection tools that enable employers to optimize candidate selections and develop the full potential of their employees. Solutions include pre-hire assessments, including those designed to measure and match personality, knowledge, skills, managerial fit, loyalty, and values; and post-hire assessments, focused on measuring sales and managerial effectiveness, employee performance and career potential. Profiles serves approximately 4,000 corporate clients and millions of end users in over 120 countries, with assessments available in 32 languages. Profiles revenue and operating income for fiscal year 2015 was $23.3 million and $1.0 million, respectively.
|
·
|
On May 1, 2014, the Company acquired CrossKnowledge Group Limited (“CrossKnowledge”) for approximately $166 million in cash, net of cash acquired. CrossKnowledge is a learning solutions provider focused on leadership and managerial skills development that offers subscription-based, digital learning solutions for global corporations, universities, and small and medium-sized enterprises. CrossKnowledge’s solutions include a variety of managerial and leadership skills assessments, courses, certifications, content and executive training programs that are delivered on a cloud-based LMS platform with over 19,000 learning objects in 17 languages. CrossKnowledge serves over seven million end-users in 80 countries. For the fiscal year ended April 30, 2015, CrossKnowledge’s revenue and operating loss included in Wiley’s results was $42.0 million and $5.1 million, respectively, including $4.6 million of acquisition amortization.
|
·
|
CrossKnowledge announced an agreement with Gavisus, a Scandinavian-based digital learning and talent development company. CrossKnowledge will provide Gavisus with the technology to plan, design and deliver online leadership training to clients in Norway, Sweden and Denmark.
|
·
|
Wiley announced a strategic collaboration with SilverCloud Health, a global provider of online behavioral and wellness solutions. The partnership, which will provide a comprehensive range of therapeutic programs across behavioral health and long-term chronic disease management, brings together Wiley’s evidence-based psychological and wellness content and SilverCloud Health’s award-winning cloud-based technology platform. The first set of programs, released in 2015, will address Generalized Anxiety Disorder and Diabetes, conditions that affect more than 40 million people in the United States on a daily basis alone.
|
·
|
Wiley has partnered with Chinese Cultural University to distribute the CPAexcel test preparation platform in China.
|
·
|
The Institute of Management Accountants announced a partnership agreement in India with Wiley to offer Wiley’s Certified Management Accountant Exam (CMA) Learning System as part of a full offering that includes live training from Miles Professional Education, a major professional certification course provider in India.
|
% change
|
||||
EDUCATION:
|
2015
|
2014
|
% change
|
w/o FX (a)
|
Revenue:
|
||||
Books:
|
||||
Print Textbooks
|
$144,500
|
$163,152
|
-11%
|
-9%
|
Digital Books
|
34,086
|
30,137
|
13%
|
15%
|
178,586
|
193,289
|
-8%
|
-6%
|
|
Custom Materials
|
50,659
|
43,556
|
16%
|
16%
|
Course Workflow Solutions (WileyPLUS)
|
54,200
|
49,459
|
10%
|
11%
|
Online Program Management (Deltak)
|
81,593
|
70,179
|
16%
|
16%
|
Other Education Revenue
|
9,584
|
10,494
|
-9%
|
-9%
|
Total Revenue
|
$374,622
|
$366,977
|
2%
|
3%
|
Cost of Sales
|
(110,182)
|
(114,174)
|
-3%
|
-2%
|
Gross Profit
|
$264,440
|
$252,803
|
5%
|
6%
|
Gross Profit Margin
|
70.6%
|
68.9%
|
||
Direct Expenses
|
(125,613)
|
(118,240)
|
6%
|
7%
|
Amortization of Intangibles
|
(9,527)
|
(9,527)
|
0%
|
0%
|
Restructuring Charges (see Note 6)
|
(1,571)
|
(891)
|
||
Direct Contribution to Profit
|
$127,729
|
$124,145
|
3%
|
4%
|
Direct Contribution Margin
|
34.1%
|
33.8%
|
||
Shared Services and Administrative Costs:
|
||||
Distribution and Operation Services
|
(12,863)
|
(15,685)
|
-18%
|
-16%
|
Technology and Content Management
|
(54,272)
|
(48,097)
|
13%
|
13%
|
Occupancy and Other
|
(13,950)
|
(11,769)
|
19%
|
19%
|
Contribution to Profit
|
$46,644
|
$48,594
|
-4%
|
0%
|
Contribution Margin
|
12.5%
|
13.2%
|
(a)
|
Adjusted to exclude the fiscal year 2015 and 2014 Restructuring Charges
|
|
% of
|
% change
|
||
2015
|
2014
|
Revenue
|
w/o FX
|
|
Revenue by Region:
|
||||
Americas
|
$300,174
|
$288,329
|
80%
|
5%
|
EMEA
|
19,265
|
19,334
|
5%
|
0%
|
Asia-Pacific
|
55,183
|
59,314
|
15%
|
-2%
|
Total Revenue
|
$374,622
|
$366,977
|
100%
|
3%
|
% Change
|
||||
Dollars in thousands
|
2015
|
2014
|
% Change
|
w/o FX (a)
|
Distribution and Operation Services
|
$89,024
|
$100,310
|
-11%
|
-10%
|
Technology and Content Management
|
244,850
|
240,797
|
2%
|
2%
|
Finance
|
52,796
|
54,191
|
-3%
|
-1%
|
Other Administration
|
115,469
|
104,807
|
10%
|
12%
|
Restructuring Charges (see Note 6)
|
18,293
|
22,197
|
-
|
-
|
Impairment Charges (see Note 7)
|
-
|
4,786
|
-
|
-
|
Total
|
$520,432
|
$527,088
|
-1%
|
1%
|
2016
|
2015
|
|
Accounts Receivable
|
$(29,447)
|
$(37,300)
|
Inventories
|
4,924
|
6,555
|
Accounts and Royalties Payable
|
(4,662)
|
(5,405)
|
Decrease in Net Assets
|
$(19,861)
|
$(25,340)
|
Payments Due by Period
|
|||||
Within
|
2-3
|
4-5
|
After 5
|
||
Total
|
Year 1
|
Years
|
Years
|
Years
|
|
Total Debt
|
$605.0
|
$ -
|
$ -
|
$605.0
|
$ -
|
Interest on Debt
1
|
50.7
|
11.6
|
20.4
|
18.7
|
-
|
Non-Cancelable Leases
|
328.2
|
35.2
|
47.3
|
46.4
|
199.3
|
Minimum Royalty Obligations
|
257.4
|
83.4
|
97.4
|
55.0
|
21.6
|
Other Operating Commitments
|
71.7
|
30.5
|
30.0
|
11.2
|
-
|
Total
|
$1,313.0
|
$160.7
|
$195.1
|
$736.3
|
$220.9
|
/s/ Mark Allin
|
|
Mark Allin
|
|
President and
|
|
Chief Executive Officer
|
|
/s/ John A. Kritzmacher
|
|
John A. Kritzmacher
|
|
Chief Financial Officer and
|
|
Executive Vice President, Technology and Operations
|
|
/s/ Edward J. Melando
|
|
Edward J. Melando
|
|
Senior Vice President, Controller and
|
|
Chief Accounting Officer
|
|
June 29, 2016
|
2016
|
2015
|
|
Accounts Receivable
|
$(29,447)
|
$(37,300)
|
Inventories
|
4,924
|
6,555
|
Accounts and Royalties Payable
|
(4,662)
|
(5,405)
|
Decrease in Net Assets
|
$(19,861)
|
$(25,340)
|
2016
|
2015
|
2014
|
|
Weighted Average Shares Outstanding
|
58,253
|
59,004
|
58,925
|
Less: Unearned Restricted Shares
|
(255)
|
(271)
|
(290)
|
Shares Used for Basic Earnings Per Share
|
57,998
|
58,733
|
58,635
|
Dilutive Effect of Stock Options and Other Stock Awards
|
736
|
861
|
879
|
Shares Used for Diluted Earnings Per Share
|
58,734
|
59,594
|
59,514
|
Foreign
|
Unamortized
|
Interest
|
|||||
Currency
|
Retirement
|
Rate
|
|||||
Translation
|
Costs
|
Swaps
|
Total
|
||||
Balance at April 30, 2014
|
$(66,664)
|
$(123,025)
|
|
$(602)
|
$(190,291)
|
||
Other comprehensive income (loss) before reclassifications
|
(180,190)
|
(42,347)
|
(783)
|
(223,320)
|
|||
Reclassification of amounts to Consolidated Statements of Income
|
-
|
5,938
|
1,040
|
6,978
|
|||
Total other comprehensive income (loss)
|
(180,190)
|
(36,409)
|
257
|
(216,342)
|
|||
Balance at April 30, 2015
|
$(246,854)
|
$(159,434)
|
|
$(345)
|
$(406,633)
|
||
Other comprehensive income (loss) before reclassifications
|
(21,066)
|
(24,930)
|
(569)
|
(46,565)
|
|||
Reclassification of amounts to Consolidated Statements of Income
|
-
|
4,959
|
553
|
5,512
|
|||
Total other comprehensive income (loss)
|
(21,066)
|
(19,971)
|
(16)
|
(41,053)
|
|||
Balance at April 30, 2016
|
$(267,920)
|
$(179,405)
|
|
$(361)
|
$(447,686)
|
2016
|
2015
|
2014
|
Total Charges Incurred to Date
|
||||
Charges by Segment:
|
|||||||
Research
|
$5,048
|
$4,555
|
$7,774
|
$20,273
|
|||
Professional Development
|
2,277
|
4,385
|
11,860
|
24,806
|
|||
Education
|
1,206
|
1,571
|
891
|
4,786
|
|||
Shared Services
|
20,080
|
18,293
|
22,197
|
74,724
|
|||
Total Restructuring Charges
|
$28,611
|
$28,804
|
$42,722
|
$124,589
|
|||
Charges by Activity:
|
|||||||
Severance
|
$16,443
|
$17,093
|
$25,962
|
$79,204
|
|||
Process reengineering consulting
|
7,191
|
301
|
8,556
|
18,666
|
|||
Other activities
|
4,977
|
11,410
|
8,204
|
26,719
|
|||
Total Restructuring Charges
|
$28,611
|
$28,804
|
$42,722
|
$124,589
|
Foreign
|
|||||
Translation &
|
|||||
2015
|
Charges
|
Payments
|
Reclassifications
|
2016
|
|
Severance
|
$18,794
|
$16,443
|
$(18,485)
|
$(95)
|
$16,657
|
Process reengineering consulting
|
-
|
7,191
|
(7,191)
|
-
|
-
|
Other activities
|
11,859
|
4,977
|
(4,188)
|
(796)
|
11,852
|
Total
|
$30,653
|
$28,611
|
$(29,864)
|
$(891)
|
$28,509
|
2016
|
2015
|
|
Finished Goods
|
$45,170
|
$52,705
|
Work-in-Process
|
7,592
|
6,552
|
Paper, Cloth, and Other
|
4,867
|
4,676
|
57,629
|
63,933
|
|
Inventory Value of Estimated Sales Returns
|
4,924
|
6,555
|
LIFO Reserve
|
(4,774)
|
(6,709)
|
Total Inventories
|
$57,779
|
$63,779
|
2016
|
2015
|
|
Composition Costs
|
$40,944
|
$41,280
|
Royalty Advances
|
31,182
|
28,309
|
Total
|
$72,126
|
$69,589
|
2016
|
2015
|
|
Capitalized Software and Computer Hardware
|
$539,968
|
$460,199
|
Buildings and Leasehold Improvements
|
84,923
|
86,225
|
Furniture, Fixtures and Warehouse Equipment
|
54,607
|
60,460
|
Land and Land Improvements
|
3,726
|
3,820
|
683,224
|
610,704
|
|
Accumulated Depreciation
|
(468,454)
|
(417,694)
|
Total
|
$214,770
|
$193,010
|
2015
|
Acquisitions
|
Foreign Translation Adjustment
|
2016
|
|
Research
|
$447,326
|
-
|
$(14,025)
|
$433,301
|
Professional Development
|
365,215
|
-
|
3,321
|
368,536
|
Education
|
149,826
|
-
|
-
|
149,826
|
Total
|
$962,367
|
-
|
$(10,704)
|
$951,663
|
2016
|
2015
|
|||||
Cost
|
Accumulated
Amortization
|
Cost
|
Accumulated
Amortization
|
|||
Intangible Assets with Determinable
Lives
|
||||||
Content and Publishing Rights
|
$790,055
|
$(333,174)
|
$781,618
|
$(299,022)
|
||
Customer Relationships
|
224,839
|
(54,677)
|
225,239
|
(43,967)
|
||
Brands & Trademarks
|
30,116
|
(15,713)
|
30,008
|
(13,225)
|
||
Covenants not to Compete
|
1,687
|
(1,011)
|
1,343
|
(677)
|
||
1,046,697
|
(404,575)
|
1,038,208
|
(356,891)
|
|||
Intangible Assets with Indefinite Lives
|
||||||
Brands & Trademarks
|
147,683
|
-
|
152,332
|
-
|
||
Content and Publishing Rights
|
87,202
|
-
|
83,972
|
-
|
||
$1,281,582
|
$(404,575)
|
$1,274,512
|
$(356,891)
|
2016
|
2015
|
2014
|
|
Current Provision
|
|||
US – Federal
|
$(5,365)
|
$27,137
|
$13,541
|
International
|
31,958
|
27,613
|
34,519
|
State and Local
|
1,657
|
1,007
|
(733)
|
Total Current Provision
|
$28,250
|
$55,757
|
$47,327
|
Deferred Provision (Benefit)
|
|||
US – Federal
|
$6,625
|
$(7,554)
|
$(1,748)
|
International
|
(6,459)
|
606
|
(10,008)
|
State and Local
|
595
|
(216)
|
(547)
|
Total Deferred (Benefit)
|
$761
|
$(7,164)
|
$(12,303)
|
Total Provision
|
$29,011
|
$48,593
|
$35,024
|
2016
|
2015
|
2014
|
|
International
|
$159,152
|
$165,085
|
$159,442
|
United States
|
15,641
|
60,376
|
36,092
|
Total
|
$174,793
|
$225,461
|
$195,534
|
2016
|
2015
|
2014
|
|
U.S. Federal Statutory Rate
|
35.0%
|
35.0%
|
35.0%
|
Benefit from Lower Taxes on Non-U.S. Income
|
(14.6)
|
(11.9)
|
(10.8)
|
State Income Taxes, Net of U.S. Federal Tax Benefit
|
0.8
|
0.3
|
0.4
|
Deferred Tax Benefit From Statutory Tax Rate Change
|
(3.4)
|
-
|
(5.4)
|
Tax Adjustments and Other
|
(1.2)
|
(1.8)
|
(1.3)
|
Effective Income Tax Rate
|
16.6%
|
21.6%
|
17.9%
|
2016
|
2015
|
|
Balance at May 1st
|
$19,349
|
$23,826
|
Additions for Current Year Tax Positions
|
1,077
|
503
|
Additions for Prior Year Tax Positions
|
533
|
519
|
Reductions for Prior Year Tax Positions
|
(214)
|
(595)
|
Foreign Translation Adjustment
|
569
|
(4,207)
|
Payments
|
(132)
|
-
|
Reductions for Lapse of Statute of Limitations
|
(1,319)
|
(697)
|
Balance at April 30th
|
$19,863
|
$19,349
|
2016
|
2015
|
|
Inventories
|
$5,349
|
$5,230
|
Intangible and Fixed Assets
|
288,769
|
297,323
|
Total Deferred Tax Liabilities
|
$294,118
|
$302,553
|
Net Operating Losses
|
$3,148
|
$4,599
|
Reserve for Sales Returns and Doubtful Accounts
|
6,075
|
6,922
|
Accrued Employee Compensation
|
29,550
|
28,093
|
Other Accrued Expenses
|
14,842
|
14,583
|
Retirement and Post-Employment Benefits
|
64,438
|
62,385
|
Total Deferred Tax Assets
|
$118,053
|
$116,582
|
Net Deferred Tax Liabilities
|
$176,065
|
$185,971
|
Reported As
|
||
Current Deferred Tax Assets
|
$11,126
|
$9,981
|
Non-current Deferred Tax Assets
|
2,677
|
2,995
|
Non-current Deferred Tax Liabilities
|
189,868
|
198,947
|
Net Deferred Tax Liabilities
|
$176,065
|
$185,971
|
2016
|
2015
|
2014
|
|
Minimum Rental
|
$37,206
|
$39,748
|
$40,929
|
Less: Sublease Rentals
|
(597)
|
(639)
|
(642)
|
Total
|
$36,609
|
$39,109
|
$40,287
|
|
U.S.
|
Non-U.S.
|
Total
|
|
Actuarial Loss
|
$2,712
|
$2,819
|
$5,531
|
|
Prior Service Cost
|
(154)
|
56
|
(98)
|
|
Total
|
$2,558
|
$2,875
|
$5,433
|
·
|
Level 1: Unadjusted quoted prices in active markets for identical assets.
|
·
|
Level 2: Observable inputs other than those included in Level 1. For example, quoted prices for similar assets in active markets or quoted prices for identical assets in inactive markets.
|
·
|
Level 3: Unobservable inputs reflecting assumptions about the inputs used in pricing the asset.
|
2016
|
2015
|
2014
|
|||||||||
Options
(in 000’s)
|
Weighted Average Exercise
Price
|
Weighted Average Remaining Term (in years)
|
Aggregate
Intrinsic
Value (in millions)
|
Options
(in 000’s)
|
Weighted Average Exercise Price
|
Options
(in 000’s)
|
Weighted Average Exercise Price
|
||||
Outstanding at Beginning of Year
|
1,921
|
$45.50
|
2,508
|
$42.34
|
3,732
|
$42.85
|
|||||
Granted
|
166
|
$55.99
|
189
|
$59.70
|
322
|
$39.53
|
|||||
Exercised
|
(103)
|
$40.22
|
(747)
|
$38.32
|
(1,421)
|
$42.57
|
|||||
Expired or Forfeited
|
(18)
|
$51.02
|
(29)
|
$49.32
|
(125)
|
$47.65
|
|||||
Outstanding at End of Year
|
1,966
|
$46.62
|
4.3
|
$8.6
|
1,921
|
$45.50
|
2,508
|
$42.34
|
|||
Exercisable at End of Year
|
1,140
|
$45.22
|
3.1
|
$5.3
|
815
|
$42.31
|
1,191
|
$39.16
|
|||
Vested and Expected to Vest in the Future at April 30
|
1,925
|
$46.61
|
4.3
|
$8.5
|
1,872
|
$42.91
|
2,432
|
$42.38
|
Options Outstanding
|
Options Exercisable
|
|||||
Range of
Exercise Prices
|
Number of Options
(in 000’s)
|
Weighted Average Remaining Term (in years)
|
Weighted Average Exercise Price
|
Number of Options
(in 000’s)
|
Weighted Average Exercise
Price
|
|
$33.05 to $35.04
|
154
|
2.4
|
$34.88
|
154
|
$34.88
|
|
$39.53 to $40.02
|
560
|
4.4
|
$39.75
|
253
|
$40.02
|
|
$47.55 to $49.55
|
915
|
3.2
|
$48.65
|
692
|
$48.77
|
|
$55.99 to $59.70
|
337
|
7.9
|
$57.87
|
41
|
$55.99
|
|
Total/Average
|
1,966
|
4.3
|
$46.62
|
1,140
|
$45.22
|
2016
|
2015
|
2014
|
|||
Restricted Shares
|
Weighted Average Grant Date Value
|
Restricted Shares
|
Restricted Shares
|
||
Nonvested Shares at Beginning of Year
|
752
|
$50.64
|
745
|
837
|
|
Granted
|
289
|
$55.78
|
363
|
348
|
|
Change in shares due to performance
|
86
|
$47.27
|
(65)
|
(92)
|
|
Vested and Issued
|
(154)
|
$43.69
|
(159)
|
(256)
|
|
Forfeited
|
(58)
|
$47.61
|
(132)
|
(92)
|
|
Nonvested Shares at End of Year
|
915
|
$52.60
|
752
|
745
|
For the years ended April 30,
|
|||
2016
|
2015
|
2014
|
|
RESEARCH
:
|
|||
Revenue
|
$965,254
|
$1,040,795
|
$1,044,349
|
Direct Contribution to Profit
|
440,301
|
487,285
|
479,189
|
Allocated Shared Services and Administrative Costs:
|
|||
Distribution and Operation Services
|
(39,348)
|
(44,620)
|
(45,773)
|
Technology and Content Management
|
(98,442)
|
(96,486)
|
(99,929)
|
Occupancy and Other
|
(29,516)
|
(30,405)
|
(28,491)
|
Contribution to Profit
|
$272,995
|
$315,774
|
$304,996
|
PROFESSIONAL DEVELOPMENT:
|
|||
Revenue
|
$404,281
|
$407,023
|
$363,869
|
Direct Contribution to Profit
|
$167,023
|
$143,157
|
130,427
|
Allocated Shared Services and Administrative Costs:
|
|||
Distribution and Operation Services
|
(28,364)
|
(30,838)
|
(37,673)
|
Technology and Content Management
|
(40,951)
|
(48,002)
|
(50,426)
|
Occupancy and Other
|
(23,160)
|
(26,180)
|
(19,712)
|
Contribution to Profit
|
$74,548
|
$38,137
|
22,616
|
EDUCATION:
|
|||
Revenue
|
$357,502
|
$374,622
|
$366,977
|
Direct Contribution to Profit
|
118,375
|
127,729
|
124,145
|
Allocated Shared Services and Administrative Costs:
|
|||
Distribution and Operation Services
|
(15,207)
|
(12,863)
|
(15,685)
|
Technology and Content Management
|
(51,612)
|
(54,272)
|
(48,097)
|
Occupancy and Other
|
(15,688)
|
(13,950)
|
(11,769)
|
Contribution to Profit
|
$35,868
|
$46,644
|
48,594
|
Total Contribution to Profit
|
$383,411
|
$400,555
|
$376,206
|
Unallocated Shared Services and Administrative Costs
|
(195,298)
|
(162,816)
|
(169,533)
|
Foreign Exchange Transaction Gains (Losses)
|
473
|
1,742
|
(8)
|
Interest Expense & Other, Net
|
(13,793)
|
(14,020)
|
(11,131)
|
Income Before Taxes
|
$174,793
|
$225,461
|
$195,534
|
For the years ended April 30,
|
|||
SHARED SERVICES AND ADMINISTRATIVE COSTS:
|
2016
|
2015
|
2014
|
Distribution and Operation Services
|
$83,109
|
$89,024
|
$100,310
|
Technology and Content Management
|
257,822
|
244,850
|
240,797
|
Finance
|
49,798
|
52,796
|
54,191
|
Other Administration
|
126,777
|
115,469
|
104,807
|
Restructuring Charges (see Note 6)
|
20,080
|
18,293
|
22,197
|
Impairment Charges (see Note 7)
|
-
|
-
|
4,786
|
Total
|
$537,586
|
$520,432
|
$527,088
|
For the years ended April 30,
|
|||
Total Revenue by Product/Service
|
2016
|
2015
|
2014
|
Journal Revenue
|
$815,614
|
$882,932
|
$870,194
|
Books and Custom Material
|
582,818
|
642,866
|
693,963
|
Online Program Management (Deltak)
|
96,469
|
81,593
|
70,179
|
Talent Solutions
|
108,061
|
99,052
|
33,047
|
Course Workflow Solutions (WileyPlus)
|
58,551
|
54,200
|
49,459
|
Other
|
65,524
|
61,797
|
58,353
|
Total
|
$1,727,037
|
$1,822,440
|
$1,775,195
|
|
|||
Total Assets
|
|||
Research
|
$1,216,350
|
$1,246,673
|
$1,392,373
|
Professional Development
|
730,434
|
695,859
|
554,146
|
Education
|
426,077
|
430,733
|
455,848
|
Corporate/Shared Services
|
548,235
|
630,978
|
674,998
|
Total
|
$2,921,096
|
$3,004,243
|
$3,077,365
|
Expenditures for Long Lived Assets
|
|||
Research
|
$32,294
|
$18,288
|
$23,311
|
Professional Development
|
15,020
|
179,174
|
59,837
|
Education
|
10,376
|
14,188
|
11,935
|
Corporate/Shared Services
|
93,705
|
69,121
|
57,564
|
Total
|
$151,395
|
$280,771
|
$152,647
|
Depreciation and Amortization
|
|||
Research
|
$55,646
|
$57,992
|
$62,664
|
Professional Development
|
37,837
|
31,943
|
28,542
|
Education
|
35,536
|
38,928
|
40,023
|
Corporate/Shared Services
|
26,830
|
25,062
|
16,868
|
Total
|
$155,849
|
$153,925
|
$148,097
|
$ In millions, except per share data
|
2016
|
2015
|
|||||||
Revenue
|
|||||||||
First Quarter
|
$
|
422.9
|
$
|
437.9
|
|||||
Second Quarter
|
433.4
|
477.0
|
|||||||
Third Quarter
|
436.4
|
465.9
|
|||||||
Fourth Quarter
|
434.3
|
441.6
|
|||||||
Fiscal Year
|
$
|
1,727.0
|
$
|
1,822.4
|
|||||
Gross Profit
|
|||||||||
First Quarter
|
$
|
303.2
|
$
|
313.9
|
|||||
Second Quarter
|
316.6
|
342.4
|
|||||||
Third Quarter
|
316.2
|
341.7
|
|||||||
Fourth Quarter
|
325.1
|
324.8
|
|||||||
Fiscal Year
|
$
|
1,261.1
|
$
|
1,322.8
|
|||||
Operating Income
|
|||||||||
First Quarter (a)
|
$
|
44.9
|
$
|
49.6
|
|||||
Second Quarter (b)
|
60.3
|
76.1
|
|||||||
Third Quarter (c)
|
39.6
|
54.0
|
|||||||
Fourth Quarter (d)
|
43.3
|
58.0
|
|||||||
Fiscal Year
|
$
|
188.1
|
$
|
237.7
|
|||||
Net Income
|
|||||||||
First Quarter (a)
|
$
|
32.5
|
$
|
33.7
|
|||||
Second Quarter (b)
|
43.6
|
53.8
|
|||||||
Third Quarter (c)
|
35.5
|
42.5
|
|||||||
Fourth Quarter (d)
|
34.2
|
46.9
|
|||||||
Fiscal Year
|
$
|
145.8
|
$
|
176.9
|
|||||
2016
|
2015
|
||||||||
Income Per Share
|
Diluted
|
Basic
|
Diluted
|
Basic
|
|||||
First Quarter (a)
|
$
|
0.55
|
$
|
0.55
|
$
|
0.56
|
$
|
0.57
|
|
Second Quarter (b)
|
0.74
|
0.75
|
0.90
|
0.91
|
|||||
Third Quarter (c)
|
0.61
|
0.62
|
0.72
|
0.73
|
|||||
Fourth Quarter (d)
|
0.59
|
0.60
|
0.79
|
0.80
|
|||||
Fiscal Year
|
$
|
2.48
|
$
|
2.51
|
$
|
2.97
|
$
|
3.01
|
a)
|
In the first quarters of fiscal years 2016 and 2015, the Company recorded a restructuring charge of $3.4 million ($0.03 per share) and a restructuring credit of $(0.2) million, respectively, under its restructuring programs.
|
b)
|
In the second quarter of fiscal year 2016, the Company recorded a restructuring charge of $3.7 million ($0.04 per share) under its restructuring program.
|
c)
|
In the third quarters of fiscal years 2016 and 2015, the Company recorded restructuring charges of $13.7 million ($0.16 per share) and $24.0 million ($0.28 per share) under its restructuring programs, respectively. In the third quarter of fiscal year 2016, the Company recorded deferred tax benefits of $5.9 million ($0.10 per share) associated with tax legislation enacted in the United Kingdom that reduced the U.K. corporate income tax rates by 2%.
|
d)
|
In the fourth quarters of fiscal years 2016 and 2015, the Company recorded restructuring charges of $7.8 million ($0.08 per share) and $4.9 million ($0.07 per share), respectively, under its restructuring programs. In the fourth quarter of fiscal year 2015, the Company recorded a non-recurring tax benefit of $3.1 million ($0.05 per share) related to tax deductions claimed on the write-up of certain foreign tax assets to fair market value.
|
Additions/ (Deductions)
|
||||
Description
|
Balance at Beginning of Period
|
Charged to
Expenses and Other
|
Deductions From Reserves
(2)
|
Balance at End of Period
|
Year Ended April 30, 2016
|
||||
Allowance for Sales Returns
(1)
|
$25,340
|
$56,094
|
$61,573
|
$19,861
|
Allowance for Doubtful Accounts
|
$8,290
|
$698
|
$1,734
|
$7,254
|
Allowance for Inventory Obsolescence
|
$21,901
|
$15,167
|
$15,100
|
$21,968
|
Year Ended April 30, 2015
|
||||
Allowance for Sales Returns
(1)
|
$28,633
|
$52,848
|
$56,141
|
$25,340
|
Allowance for Doubtful Accounts
|
$7,946
|
$3,100
(3)
|
$2,756
|
$8,290
|
Allowance for Inventory Obsolescence
|
$25,087
|
$17,655
|
$20,841
|
$21,901
|
Year Ended April 30, 2014
|
||||
Allowance for Sales Returns
(1)
|
$31,834
|
$52,770
|
$55,971
|
$28,633
|
Allowance for Doubtful Accounts
|
$7,360
|
$2,441
|
$1,855
|
$7,946
|
Allowance for Inventory Obsolescence
|
$28,243
|
$18,202
|
$21,358
|
$25,087
|
|
(1)
|
Allowance for Sales Returns represents anticipated returns net of a recovery of inventory and royalty costs. The provision is reported as a reduction of gross sales to arrive at revenue and the reserve balance is reported as a reduction of Accounts Receivable with a corresponding increase in Inventories and a reduction in Accounts and Royalties Payable (See Note 2).
|
|
(2)
|
Deductions from reserves include foreign exchange translation adjustments and accounts written off, less recoveries.
|
|
(3)
|
Additions to Allowance for Doubtful Accounts includes approximately $2 million related to the CrossKnowledge acquisition on May 1, 2014.
|
|
October 2015 - Chairman of the Board, John Wiley and Sons, Inc. (Director since 2003)
|
|
June 2015 - President and Chief Executive Officer and Director, John Wiley and Sons, Inc.
|
|
February 2015- Executive Vice President and Chief Operating Officer- responsible for strategy and operations for all of Wiley’s businesses. (succeeded Steve Smith as President and Chief Executive Officer, effective June 1, 2015.)
|
|
September 2014 – Executive Vice President, Professional Development
|
|
August 2010 - Senior Vice President, Professional Development – responsible for leading the Company’s global Professional Development business.
|
|
July 2013 – Chief Financial Officer and Executive Vice President, Technology and Operations, John Wiley & Sons Inc. – responsible for the Company’s worldwide financial organization, strategic planning and business development, technology, internal audit, customer service, distribution and investor relations.
|
|
October 2012 - Senior Vice President of Business Operations, Organizational Planning & Structure at WebMD Health Corp
|
|
October 2008 - Chief Financial Officer and Executive Vice President of Global Crossing Ltd
|
|
September 2014 – Executive Vice President, Human Resources
|
|
May 2013 – Senior Vice President, Human Resources
|
|
October 2012 – Vice President and Director, Human Resources – responsible for working with the Senior Vice President, Human Resources to manage the Company’s Global Human Resources organization.
|
|
July 2003 – Vice President, Marketing & Sales – responsible for managing the sales, marketing and custom publishing functions for the Company’s Education business.
|
|
2016 – Executive Vice President and Chief Human Resources Officer
|
|
2014 – Chief Human Resources Officer, Hay Group - responsible for aligning HR strategies and initiatives to support the organization into its’ next stage of growth. Leading all aspects of Human Resources with a strong focus on talent management, culture alignment and integration.
|
|
2012 – Vice President, Human Resources, Computer Science Corporation - Human Resources Leader for CSC’s enterprise business (technology consulting, application software, services and regions)
|
|
2008 – Corporate Vice President, Human Resources, Advanced Micro Devices (“AMD”) - Human Resources Business Partner for global sales, marketing, manufacturing, product engineering, shared services, corporate functions
|
|
September 2014 – Executive Vice President, General Counsel
|
|
2004 – Senior Vice President, General Counsel – responsible for all of the Company’s legal and corporate governance functions at Wiley.
|
|
May 2015 – Executive Vice President, Research – responsible for leading the Company’s worldwide journals publishing business.
|
|
September 2014 – Senior Vice President and Managing Director, Research Communications
|
|
May 2013 – Vice President and Managing Director, Research Communications – responsible for leading the Company’s worldwide journals publishing business, as part of the broader Research organization.
|
|
December 2007 – Vice President and Managing Director, SSH– responsible for leading the Company’s worldwide Social Sciences and Humanities journals publishing business, as part of the broader Research organization.
|
|
September 2014 – Senior Vice President, Treasurer
|
|
September 2006 - Vice President, Treasurer – responsible for global treasury operations, insurable risk management, accounts receivable, and credit and collections.
|
|
January 2013 – Senior Vice President, Corporate Controller– and Chief Accounting Officer – responsible for Financial Reporting, Taxes, and Financial Shared Services.
|
|
2002 - Vice President, Corporate Controller– responsible for Financial Reporting, Taxes and the Financial Shared Services.
|
|
May 2015 – Executive Vice President, International Development and Global Research Sales
|
|
May 2014 - Senior Vice President, International Development and Global Research Sales
|
|
October 2012 – Senior Vice President, International Development and STMS – leads team responsible for increasing market share in growing and emerging markets and leads the worldwide Research sales team.
|
|
February 2007 – Vice President and Managing Director, Sales and Marketing – responsible for leading the domestic and international sales and marketing teams.
|
|
September 2014 – Executive Vice President & Chief Marketing Officer
|
|
October 2013 - Senior Vice President & Chief Marketing Officer
|
|
August 2011 – Senior Vice President, Corporate Marketing – responsible for strategic marketing and customer relationship management.
|
|
May 2015- Executive Vice President and Chief Strategy Officer- responsible for developing, prioritizing, and implementing strategies that drive business growth.
|
|
February 2009 – Senior Vice President, Planning and Development – responsible for global acquisitions and divestitures, strategic investments, strategic planning, corporate alliances and business development.
|
|
November 2015 – Executive Vice President, Knowledge & Learning – responsible for leading the Company’s global Knowledge & Learning business
|
|
September 2014 – Senior Vice President and Managing Director, Knowledge Services, Professional Development – responsible for leading the Knowledge Services business within the Professional Development business
|
|
May 2013 – Vice President and Managing Director, Business, Finance & Accounting, Professional Development – responsible for leading the global business, finance and accounting programs within Professional Development
|
|
January 2011 – Vice President & Group Executive Publisher, Professional/Trade – responsible for the finance and accounting programs within the Professional/Trade business
|
|
May 2015 – Executive Vice President, Talent Solutions and Education Services Group – responsible for leading Wiley’s combined Talent Solutions and Education Services (i.e. CrossKnowledge, Deltak, Profiles International and Inscape Publishing) in the corporate learning and higher education marketplaces.
|
|
February 2012 – Senior Vice President, Venture Development – responsible for leading execution and integration of Wiley’s talent solutions business acquisition including Inscape Publishing, CrossKnowledge and Profiles International.
|
|
November 2001 – President and CEO, Inscape Publishing – responsible for the transformation into an independent company after being acquired by a prominent New York-based private equity firm.
|
|
November 2013 - Corporate Secretary – responsible for Board administration and compliance with corporate regulatory requirements.
|
|
October 2012 - Director of Corporate Governance, Tyco International Ltd. – responsible for the governance structure and ERM program at Tyco International Ltd.
|
Plan Category
|
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
|
Weighted-average
exercise price of
outstanding
options, warrants
and rights
|
Number of
securities remaining
available for future
issuance under equity
compensation plans
|
||
Equity compensation plans approved by shareholders
|
2,880,697 | $ 46.62 | 5,873,090 |
·
|
1,965,940 shares issuable upon the exercise of outstanding stock options with a weighted average exercise price of $46.62
|
·
|
914,757 non-vested performance-based and other restricted stock awards. Since these awards have no exercise price, they are not included in the weighted average exercise price calculation.
|
(a)
|
Financial Statements and Schedules are included in the attached index on page 3 and are filed as part of this report
|
(b)
|
Reports on Form 8-K submitted to the Securities and Exchange Commission since the filing of the Company’s 10-Q on March 10, 2016:
|
Announcement of the election of director issued on Form 8-K dated May 2, 2016.
|
|
Earnings release on the fiscal year 2016 results issued on Form 8-K dated June 14, 2016, which included certain condensed financial statements of the Company.
|
|
(c)
|
Exhibits
|
3.1
|
Restated Certificate of Incorporation (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 1992).
|
3.2
|
Certificate of Amendment of the Certificate of Incorporation dated October 13, 1995 (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 1997).
|
3.3
|
Certificate of Amendment of the Certificate of Incorporation dated as of September 1998 (incorporated by reference to the Company’s Report on Form 10-Q for the quarterly period ended October 31, 1998).
|
3.4
|
Certificate of Amendment of the Certificate of Incorporation dated as of September 1999 (incorporated by reference to the Company’s Report on Form 10-Q for the quarterly period ended October 31, 1999).
|
3.5
|
By-Laws as Amended and Restated dated as of September 2007 (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2008).
|
10.1
|
Amended and Restated Credit Agreement dated March 1, 2016, among the Company and Bank of America, N.A., as Administrative Agent, Swing line Lender, and L/C Issuer, and Other Lenders Party Hereto (incorporated by reference to the Company’s Report on Form 10-Q for the quarterly period ended January 31, 2016).
|
10.2
|
Agreement of the Lease dated as of July 14, 2014 between Hub Properties Trust as Landlord, an independent third party and John Wiley and Sons, Inc as Tenant (incorporated by reference to the Company’s Report on Form 10-Q for the quarterly period ended July 31, 2014).
|
10.3
|
2014 Director Stock Plan (incorporated by reference to the Company’s Report on Form 10-Q for the quarterly period ended October 31, 2014).
|
10.4
|
2014 Executive Annual Incentive Plan (incorporated by reference to the Company’s Report on Form 10-Q for the quarterly period ended October 31, 2014).
|
10.5
|
Amended 2014 Key Employee Stock Plan (incorporated by reference to the Company’s Report on Form 10-Q for the quarterly period ended October 31, 2014).
|
10.6
|
Supplemental Executive Retirement Plan as Amended and Restated effective as of January 1, 2009 (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2010).
|
10.7
|
Amendments A and B to the Supplemental Executive Retirement Plan as Amended and Restated Effective January 1, 2009 (incorporated by reference to the Company’s Report on Form 10-Q for the quarterly period ended July 31, 2010).
|
10.8
|
Resolution amending the Supplemental Executive Retirement Plan to Cease Accruals and Freeze Participation effective June 30, 2013.
|
10.9
|
Supplemental Benefit Plan Amended and Restated as of January 1, 2009, including amendments through August 1, 2010 (incorporated by reference to the Company’s Report on Form 10-Q for the quarterly period ended January 31, 2011).
|
10.10
|
Resolution amending the Supplemental Benefit (Retirement) Plan to Cease Accruals and Freeze Participation effective June 30, 2013.
|
10.11
|
Deferred Compensation Plan as Amended and Restated Effective as of January 1, 2008 (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2010).
|
10.12
|
Resolution amending the Deferred Compensation Plan effective July 1, 2013.
|
10.13
|
Deferred Compensation Plan for Directors’ 2005 & After Compensation (incorporated by reference to the Report on Form 8-K, filed December 21, 2005).
|
10.14*
|
Form of the Fiscal Year 2017 Qualified Executive Long Term Incentive Plan.
|
10.15*
|
Form of the Fiscal Year 2017 Qualified Executive Annual Incentive Plan.
|
10.16*
|
Form of the Fiscal Year 2017 Executive Annual Strategic Milestones Incentive Plan.
|
10.17
|
Form of the Fiscal Year 2016 Qualified Executive Long Term Incentive Plan (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2015).
|
10.18
|
Form of the Fiscal Year 2016 Qualified Executive Annual Incentive Plan (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2015).
|
10.19
|
Form of the Fiscal Year 2016 Executive Annual Strategic Milestones Incentive Plan (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2015).
|
10.20
|
Form of the Fiscal Year 2015 Qualified Executive Long Term Incentive Plan (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2014).
|
10.21
|
Form of the Fiscal Year 2015 Qualified Executive Annual Incentive Plan (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2014).
|
10.22
|
Form of the Fiscal Year 2015 Executive Annual Strategic Milestones Incentive Plan (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2014).
|
10.23
|
Senior Executive Employment Agreement to Arbitrate dated as of April 29, 2003 (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2003).
|
10.24
|
Senior Executive Non-competition and Non-Disclosure Agreement dated as of April 29, 2003 (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2003).
|
10.25
|
Senior executive Employment Agreement dated as of September 17, 2010 and effective as of May 1, 2011, between Stephen M. Smith and the Company (incorporated by reference to the Company’s Report on Form 8-K dated as of September 22, 2010).
|
10.26
|
Senior Executive Employment Agreement dated as of April 15, 2015 between Mark Allin and the Company (incorporated by reference to the Company’s Report on Form 8-K dated as of April 15, 2015).
|
10.27
|
Senior executive Employment Agreement dated as of May 20, 2013 between John A. Kritzmacher and the Company (incorporated by reference to the Company’s Report on Form 8-K dated as of June 4, 2013).
|
10.28
|
Senior executive Employment Agreement letter dated as of March 15, 2004, between Gary M. Rinck and the Company (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2011).
|
21*
|
List of Subsidiaries of the Company
|
23*
|
Consent of KPMG LLP
|
31.1*
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1*
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2*
|
Certification of 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
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
*
|
Filed herewith
|
JOHN WILEY & SONS, INC.
|
|||
(Company)
|
|||
Dated: June 29, 2016
|
By:
|
/s/ Mark Allin
|
|
Mark Allin
|
|||
President and
|
|||
Chief Executive Officer
|
Signatures
|
Titles
|
Dated
|
|||
/s/ Mark Allin
|
President and Chief Executive Officer
|
June 29, 2016
|
|||
Mark Allin
|
Director
|
||||
/s/ John A. Kritzmacher
|
Chief Financial Officer and
|
June 29, 2016
|
|||
John A. Kritzmacher
|
Executive Vice President, Technology and Operations
|
||||
/s/ Edward J. Melando
|
Senior Vice President, Controller and
|
June 29, 2016
|
|||
Edward J. Melando
|
Chief Accounting Officer
|
||||
/s/ Peter Booth Wiley
|
Director
|
June 29, 2016
|
|||
Peter Booth Wiley
|
|||||
/s/ Jesse C. Wiley
|
Manager, Business Development Client Solutions and
|
June 29, 2016
|
|||
Jesse C. Wiley
|
Director
|
||||
/s/ William J. Pesce
|
Director
|
June 29, 2016
|
|||
William J. Pesce
|
|||||
/s/ William B. Plummer
|
Director
|
June 29, 2016
|
|||
William B. Plummer
|
|||||
/s/ Kalpana Raina
|
Director
|
June 29, 2016
|
|||
Kalpana Raina
|
|||||
/s/ Mari J. Baker
|
Director
|
June 29, 2016
|
|||
Mari J. Baker
|
|||||
/s/ Mathew S. Kissner
|
Director
|
June 29, 2016
|
|||
Mathew S. Kissner
|
|||||
/s/ Raymond McDaniel, Jr.
|
Director
|
June 29, 2016
|
|||
Raymond McDaniel, Jr.
|
|||||
/s/ Eduardo R. Menascé
|
Director
|
June 29, 2016
|
|||
Eduardo R. Menascé
|
|||||
/s/ George Bell
|
Director
|
June 29, 2016
|
|||
George Bell
|
|||||
/s/ Laurie Leshin
|
Director
|
June 29, 2016
|
|||
Laurie Leshin
|
|
||||
/s/ William Pence
|
Director
|
June 29, 2016
|
|||
William Pence
|
|
SUBSIDIARIES OF JOHN WILEY & SONS, INC.
(1)
|
|
As of April 30, 2016
|
|
Jurisdiction
|
|
In Which
|
|
Incorporated
|
|
John Wiley & Sons International Rights, Inc.
|
Delaware
|
Wiley.edu, LLC
|
Delaware
|
Wiley Brasil Divulgacao De Materiais Didaticos LTDA
Wiley Periodicals, Inc.
|
Brazil
Delaware
|
Wiley Publishing Services, Inc.
Wiley Subscription Services, Inc.
|
Delaware
Delaware
|
Inscape Publishing LLC
|
Delaware
|
Profiles International, LLC
|
Texas
|
Wiley Publishing LLC
|
Delaware
|
Wiley India Private Ltd.
|
India
|
Crossknowledge Inc.
|
Delaware
|
WWL Corp.
|
Delaware
|
John Wiley & Sons Rus LLC
|
Delaware
|
Wiley International, LLC
|
Delaware
|
John Wiley & Sons UK LLP
|
United Kingdom
|
John Wiley & Sons UK 2 LLP
|
United Kingdom
|
Wiley Japan KK
|
Japan
|
Wiley Europe Investment Holdings, Ltd.
|
United Kingdom
|
Wiley U.K. (Unlimited Co.)
|
United Kingdom
|
Wiley Europe Ltd.
|
United Kingdom
|
John Wiley & Sons, Ltd.
|
United Kingdom
|
John Wiley & Sons Singapore Pte. Ltd.
|
Singapore
|
John Wiley & Sons Commercial Service (Beijing) Co., Ltd.
|
China
|
J Wiley Ltd.
|
United Kingdom
|
John Wiley & Sons GmbH
|
Germany
|
Wiley-VCH Verlag GmbH & Co. KGaA
|
Germany
|
CrossKnowledge Group Limited
|
United Kingdom
|
E-Learning SAS
|
France
|
Epistema Sarl
|
France
|
Wiley Heyden Ltd.
|
United Kingdom
|
Wiley Distribution Services Ltd.
|
United Kingdom
|
Blackwell Publishing (Holdings) Ltd.
|
United Kingdom
|
Blackwell Science Ltd.
|
United Kingdom
|
Blackwell Science (Overseas Holdings)
|
United Kingdom
|
John Wiley & Sons A/S
|
Denmark
|
Blackwell Verlag GmbH
|
Germany
|
Wiley Publishing Japan KK
|
Japan
|
Blackwell Publishing (HK) Ltd.
|
Hong Kong
|
Wiley Publishing Australia Pty Ltd.
|
Australia
|
John Wiley and Sons Australia, Ltd.
|
Australia
|
John Wiley & Sons Canada Limited
|
Canada
|
John Wiley & Sons (HK) Limited
|
Hong Kong
|
Wiley Publishing Canada Limited
|
Canada
|
Simulated Biomolecular Systems, Inc.
|
Canada
|
(1)\
The names of other subsidiaries that would not constitute a significant subsidiary in the aggregate have been omitted.
|
1.
|
I have reviewed this annual report on Form 10-K of the Company;
|
2.
|
Based on my knowledge, this annual report does not contain any untrue statements 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 annual report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
|
4.
|
The Company’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 Company 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 Company, 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 Company’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 Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
|
5.
|
The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent function):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’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 Company’s internal control over financial reporting.
|
By:
|
/s/ Mark Allin
|
|
Mark Allin
|
||
President and
|
||
Chief Executive Officer
|
||
Dated: June 29, 2016
|
|
Exhibit 31.2
|
1.
|
I have reviewed this annual report on Form 10-K of the Company;
|
2.
|
Based on my knowledge, this annual report does not contain any untrue statements 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 annual report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
|
4.
|
The Company’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 Company 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 Company, 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 Company’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 Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
|
5.
|
The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent function):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’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 Company’s internal control over financial reporting.
|
By:
|
/s/ John A. Kritzmacher
|
|
John A. Kritzmacher
|
||
Chief Financial Officer and
|
||
Executive Vice President, Technology and Operations
|
||
Dated: June 29, 2016
|
|
Exhibit 32.1
|
(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.
|
By:
|
/s/ Mark Allin
|
|
Mark Allin
|
||
President and
|
||
Chief Executive Officer
|
||
Dated: June 29, 2016
|
(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.
|
By:
|
/s/ John A. Kritzmacher
|
|
John A. Kritzmacher
|
||
Chief Financial Officer and
|
||
Executive Vice President, Technology and Operations
|
||
Dated: June 29, 2016
|
Section
|
Subject
|
Page
|
I.
|
Definitions
|
2
|
II.
|
Plan Objectives
|
3
|
III.
|
Eligibility
|
3
|
IV.
|
Performance Targets and Measurement
|
4
|
V.
|
Performance Evaluation
|
4
|
VI.
|
Restricted Performance Share Units Award Provisions
|
5
|
VII.
|
Restricted Share Units
|
6
|
VIII.
|
Payouts
|
6
|
IX. | Administration and Other Matters | 7 |
A.
|
Performance targets
, comprising one or more
financial goals
, are defined for each
business unit
. Each
financial goal
is assigned a weight, such that the sum of the weights of all
financial goals
for a
business unit
equals 100%.
|
B.
|
Each
participant
is assigned
performance targets
for one or more
business units,
based on the
participant’s
position, responsibilities, and his/her ability to affect the results of the assigned
business unit
. For each
participant
, each
business unit
is assigned a weight
,
such that the sum of the weights of all
business units
for a
participant
equals 100%
.
Collectively, all
business unit performance targets
constitute the
participant’s plan period
objectives.
|
C.
|
Each
financial goal
is assigned
performance levels
(threshold, target and outstanding).
|
A.
|
Financial Results
|
1.
|
At the end of the
plan period,
the
financial results
for each
business unit
are compared with that unit’s
financial goals
to determine the
payout
for each
participant
.
|
2.
|
In determining the attainment of
financial goals
, the impact of any of the events (1) through (9) listed in Section 10.2 of the
shareholder plan,
if dilutive (causes a reduction in the
financial result
) will be excluded from the
financial results
for any affected
business unit.
|
3.
|
Award Determination
|
·
|
Achievement of
threshold
performance of at least one
financial goal
of a
performance target
is necessary for a
participant
to receive a
payout
for that
performance target
.
|
·
|
The unweighted
payout factor for each
financial goal
is determined as follows:
|
1.
|
For performance below the
threshold
level, the
payout factor is zero.
|
2.
|
For performance at the
threshold
level, the payout factor is 50%.
|
3.
|
For performance between the
threshold
and
target
levels, the payout factor is between 50% and 100%, determined on a pro-rata basis.
|
4.
|
For performance at the
target
level, the payout factor is 100%.
|
5.
|
For performance between the
target
and
outstanding
levels, the payout factor is between 100% and 150%, determined on a pro-rata basis.
|
6.
|
For performance at or above the
outstanding
level, the payout factor is 150%.
|
·
|
A participant’s
plan-end adjusted restricted performance share unit award
is determined as follows:
|
7.
|
Each
financial goal’s
unweighted
payout factor determined above times the weighting of that
financial goal
equals the weighted
payout factor
for
that
financial goal
|
8.
|
The sum of the weighted
payout factor
s
for a
business unit’s
financial goals
equals the
payout factor for that
performance target.
|
9.
|
The participant’s target incentive
|
10.
|
The sum of the payouts for all the business units assigned to a
participant
equals the
participant’s
total
plan-end adjusted restricted performance share unit award
.
|
·
|
The
Committee
may, in its sole discretion, reduce a
participant
’s payout to any level it deems appropriate.
|
A.
|
Restricted performance share units
, equal to a
participant
’s
target incentive,
shall be determined at the beginning of the
plan period.
In addition to the terms and conditions set forth in the
shareholder plan,
the
restricted period
for the
plan-end adjusted restricted performance share unit
award
shall be as follows: subject to continued employment except as otherwise provided in Section VIII
,
the lapse of restrictions on one-half of the
restricted performance shares
awarded will occur at the end of the
plan period
once performance has been approved by the
Committee
(June 30, 2019), and the lapse of restrictions on the remaining half will occur on the first anniversary of the
plan period
end date (April 30, 2020).
|
B.
|
The
plan-end adjusted restricted performances share unit award
will be compared to the
restricted performance share units
targeted at the beginning of the
plan period
, and the appropriate amount of
restricted performance share units
will be awarded or forfeited, as required, to bring the
restricted performance share units
award to the number of shares designated as the
plan-end
adjusted restricted performance share unit award
.
|
A.
|
Normal Payout
.
Plan-end adjusted restricted performances share units awards
will be made within 2-1/2 months after the end of the plan period.
|
B.
|
Resignation or Termination with or without Cause
. Except as otherwise provided in this Section VIII or in a written agreement approved by the
Committee
, a
participant
who resigns, or whose employment is terminated by the
Company
, with or without cause before the
award
is vested, will forfeit the right to receive an
award
.
|
C.
|
Death or Disability
. Solely to the extent provided by the
Committee
in the award summary or in a written agreement, in the event of a
participant’s
death or disability while in employment prior to the end of the
plan period
, the
participant
(or, in the event of death, his or her estate) will receive a prorated
plan-end adjusted performance share unit award
which shall be paid out in shares based upon actual performance upon the conclusion of the plan period, within 2-1/2 months after the end of the plan period. “Disability” for this purpose will be determined by the
Committee
under a definition permitted under Code Section 409A.
|
D.
|
Retirement
. Except as otherwise provided in this Section VIII or in a written agreement approved by the
Committee
, in the event of a
participant’s
retirement as that term is defined in the
shareholder plan,
prior to the end of the
plan period
, the
participant
will receive a prorated
plan-end adjusted performance share unit award
(as determined by the
Committee
) which shall be paid out in shares based upon actual performance upon the conclusion of the
plan period
, within 2-1/2 months after the end of the plan period.
|
E.
|
Change of Control
. In the event of a Change of Control, as that term is defined in the
shareholder plan
, in cases where:
|
·
|
the acquiring company is not publicly traded, or
|
·
|
where the acquiring company is publicly traded and the company does not assume or replace the outstanding equity, or
|
·
|
participant’s
employment is terminated due to a "without cause termination" or "constructive discharge" within twenty-four months following a change of control,
|
F.
|
Restricted Performance Share Units
Earned for Completed Plan Periods
. In the event of the
participant’s
death, Disability, or retirement as that term is defined in the
shareholder plan
or
restricted performance share unit
grant agreement, following the end of the
plan period
but prior to full vesting of the
plan-end adjusted restricted performance share unit awards
, such
restricted performance share units
shall immediately become fully vested.
|
G.
|
Change in Position
. A
participant
who is hired or promoted into an eligible position during the
plan period
may receive a prorated
plan-end adjusted restricted performances share unit award
as determined by the
Committee
, in its sole discretion.
|
A.
|
The
plan
will be administered by the
Committee
, which shall have authority in its sole discretion to interpret and administer this
plan
, including, without limitation, all questions regarding eligibility and status of any
participant
, and no
participant
shall have any right to receive a payout or payment of any kind whatsoever, except as determined by the
Committee
hereunder.
|
B.
|
The
Company
will have no obligation to reserve or otherwise fund in advance any amount which may become payable under the
plan
.
|
C.
|
In the event that the
Company
is required to file a restatement of its financial results due to fraud, gross negligence or intentional misconduct by one or more employees and/or material non-compliance with Securities laws, the
Company
will cancel the unvested restricted performance shares previously granted to all
participants
in the amount by which such shares exceeded any lower number of shares that would have been earned based on the restated financial results, for the plan cycle in which the restatement was required, and if applicable, any gain associated with the award for that plan cycle will be repaid to the
Company
by the participant in the amount by which such gain exceeded any lower gain that would have been made based on the restated financial results, to the full extent required or permitted by law. This provision extends beyond the clawback requirements under Sarbanes-Oxley that are limited to our Chief Executive Officer and Chief Financial Officer.
|
D
.
|
This
plan
may not be modified or amended except with the approval of the
Committee
, in accordance with the provisions of the
shareholder plan.
|
E.
|
In the event of a conflict between the provisions of this
plan
and the provisions of the
shareholder plan
, the provisions of the
shareholder plan
shall apply.
|
F.
|
No awards of any type under this
plan
shall be considered as compensation for purposes of defining compensation for retirement, savings or supplemental executive retirement plans, or any other benefit.
|
Section | Subject | Page |
I. | Definitions | 2 |
II. | Plan Objectives | 3 |
III. | Eligibility | 3 |
IV. | Performance Targets and Measurement | 3 |
V. | Performance Evaluation | 3 |
VI. | Payouts | 4 |
VII. | Administration and Other Matters | 5 |
|
I.
|
DEFINITIONS
|
|
II.
|
PLAN OBJECTIVES
|
|
III.
|
ELIGIBILITY
|
|
IV.
|
PERFORMANCE TARGETS AND MEASUREMENT
|
A.
|
Performance targets,
comprising one or more
financial goals,
are defined for each
business unit
. Each
financial goal
is assigned a weight, such that the sum of the weights of all
financial goals
for a
business unit
equals 100%.
|
B.
|
Each
participant
is assigned
performance targets
for one or more
business units ,
based on the
participant’s
position, responsibilities, and his/her ability to affect the results of the assigned
business unit
. For each
participant
, each
business unit
is assigned a weight
,
such that the sum of the weights of all
business units
for a
participant
equals 100%
.
Collectively, all
business unit performance targets
constitute the
participant’s plan period
objectives.
|
C.
|
Each
financial goal
is assigned
performance levels
(
threshold
,
target
and
outstanding
).
|
|
V.
|
PERFORMANCE EVALUATION
|
A.
|
Financial Results
|
1.
|
At the end of the
plan period,
the
financial results
for each
business unit
are compared with that unit’s
financial goals
to determine the
payout
for each
participant
.
|
2.
|
In determining the attainment of
financial goal
s,
|
a.
|
the impact of foreign exchange gains or losses will be excluded.
|
b.
|
the impact of any of the events (1) through (9) listed in Section 4(b)(ii) of the
shareholder plan,
if dilutive (causes a reduction in the
financial result
), will be excluded from the
financial results
of any affected
business unit.
|
3.
|
Award Determination
|
a.
|
Achievement of
threshold
performance of at least one
financial goal
of a
performance target
is necessary for a
participant
to receive a
payout
for that
performance target
.
|
b.
|
The unweighted
payout factor for each
financial goal
is determined as follows:
|
1.
|
For performance below the
threshold
level, the
payout factor is zero.
|
2.
|
For performance at the
threshold
level, the payout factor is 50%.
|
3.
|
For performance between the
threshold
and
target
levels,
the
payout factor is between 50% and 100%, determined on a pro-rata basis.
|
4.
|
For performance at the
target
level, the
payout factor is 100%.
|
5.
|
For performance between the
target
and
outstanding
levels, the
payout factor is between 100% and 150%, determined on a pro-rata basis.
|
6.
|
For performance at or above the
outstanding
level, the payout factor is 150%.
|
c.
|
A
participant’s payout
is determined as follows:
|
1.
|
Each
financial goal’s
unweighted
payout factor determined above times the weighting of that
financial goal
equals the weighted
payout factor
for
that
financial goal.
|
2.
|
The sum of the weighted
payout factors
for a
business unit
’s
financial goals
equals the
payout factor for that
performance target.
|
3.
|
The
participant’s total annual incentive opportunity
|
4.
|
The sum of the
payouts
for all the
business units
assigned to a
participant
equals the
participant’s
total
payout.
|
d.
|
The
Committee
may, in its sole discretion, reduce a
participant
’s
payout
to any level it deems appropriate.
|
A.
|
Payouts
will be made within 90 days after the end of the
plan period.
|
B.
|
In the event of a
participant's
death, disability, retirement or leave of absence prior to the end of the
plan period
, the
payout
, if any, will be determined by the
Committee.
Any such
payout
will be calculated as noted in Section V.
|
C.
|
A
participant
who resigns, or whose employment is terminated by the
Company
, with or without cause, before the end of the
plan period
, will not receive a
payout
. Exceptions to this provision shall be made with the approval of the
Committee
, in its sole discretion.
|
D.
|
A
participant
who is hired or promoted into an eligible position during the
plan period
may receive a prorated
payout
as determined by the
Committee
, in its sole discretion.
|
A.
|
The
plan
will be administered by the
Committee
, which shall have authority in its sole discretion to interpret and administer this
plan
, including, without limitation, all questions regarding eligibility and status of any
participant
, and no
participant
shall have any right to receive a payout or payment of any kind whatsoever, except as determined by the
Committee
hereunder.
|
B.
|
The
Company
will have no obligation to reserve or otherwise fund in advance any amount which may become payable under the
plan
.
|
C.
|
In the event that the
Company
is required to file a restatement of its financial results due to fraud, gross negligence or intentional misconduct by one or more employees, and/or material non-compliance with Securities laws, the
Company
will require reimbursement of any annual incentive compensation awarded to all
participants
in the amount by which such compensation exceeded any lower payment that would have been made based on the restated
financial results
, for the fiscal year in which the restatement was required, to the full extent required or permitted by law.
|
D.
|
This
plan
may not be modified or amended except with the approval of the
Committee,
in accordance with the provisions of the
shareholder plan.
|
E.
|
In the event of a conflict between the provisions of this
plan
and the provisions of the
shareholder plan
, the provisions of the
shareholder plan
shall apply.
|
Section
|
Subject
|
Page
|
I.
|
Definitions
|
2
|
II.
|
Plan Objectives
|
3
|
III.
|
Eligibility
|
3
|
IV.
|
Performance Objectives and Measurement
|
3
|
V.
|
Performance Evaluation
|
3
|
VI.
|
Payouts
|
4
|
VII.
|
Administration and Other Matters
|
5
|
A.
|
Strategic milestones
are quantitative and qualitative individual objectives over which the
participant
has a large measure of control, which lead to, or are expected to lead to, improved performance for the
Company
in the future.
Strategic milestones
are determined near the beginning of the
plan year
by the
participant
, and approved by President and CEO or the
participant's
manager, if the President and CEO is not the
participant's
manager.
|
B.
|
The
strategic milestones
for the President and CEO are reviewed and approved by the
Committee.
|
C.
|
The
strategic milestones
for the President and CEO should be appropriately reflected in those of all other colleagues at all levels. Each
participant
collaborates with his/her manager in setting
strategic milestones
. The
strategic milestones
may be revised during the
plan year
, as appropriate.
|
D.
|
The determination of
strategic milestones
includes defining a
target
level of performance and the measure of such, and may include defining
threshold
and
outstanding
levels of performance and the measures of such.
|
A.
|
Achievement of a
participant's strategic milestones
will be determined at the end of the
plan year
by comparing results achieved to previously set objectives.
|
B.
|
The President and CEO will recommend for each
participant
a
summary evaluation level
and a
payout factor
for achievement of all
strategic milestones,
by comparing results achieved to the previously set objectives. In determining the
payout factor
, the overall performance on all
strategic milestones
will be considered. The
Committee
will approve the
payout factor
and
payout
for all
participants
.
|
|
Summary evaluation levels and related
payout factors
are as follows:
|
Summary Evaluation
|
Payout factor
range
|
< Threshold
|
0% - <50%
|
Threshold
|
³
50% -
£
65%
|
< Target
|
>6
5% -
<
95%
|
Target
|
³
95% -
£
105%
|
> Target
|
>
105% -
<
135%
|
Outstanding
|
³
135% -
£
150%
|
C.
|
Award Determination
|
|
1.
|
Notwithstanding anything to the contrary, the maximum
payout
, if any, a
participant
may receive is 150% of the
target incentive amount
.
|
|
2.
|
The foregoing
strategic milestones
payout
calculation is intended to set forth general guidelines on how awards are to be determined. The purpose of this
plan
is to motivate the
participant
to perform in an
outstanding
manner. The President and CEO has discretion under this
plan
to take into consideration the contribution of the
participant
, the
participant's
management of his/her organizational unit and other relevant factors, positive or negative, which impact the
Company's
, the
participant's
organizational unit(s), and the
participant's
performance overall in determining whether to recommend granting or denying an award, and the amount of the award, if any. If the
participant
is the President and CEO, such discretion is exercised by the
Committee
.
|
A.
|
Payout
s will be made within 90 days after the end of the
plan year.
|
B.
|
In the event of a
participant's
death, disability, retirement or leave of absence prior to the end of the
plan year
, the
payout
, if any, will be recommended by the President and CEO to the
Committee
which shall have sole authority for approval of the payout.
|
C.
|
A
participant
who resigns, or whose employment is terminated by the
Company
, with or without cause, before the end of the
plan year
, will not receive a
payout
. Exceptions to this provision shall be made with the approval of the
Committee
, in its sole discretion.
|
D.
|
A
participant
who transfers between businesses of the
company
, will have his/her
payout
prorated to the nearest fiscal quarter for the time spent in each business, based on the achievement of
strategic milestones
established for the position in each business, and based upon a judgment of the
participant's
contribution to the achievement of goals in each position, including interim revisions, if appropriate.
|
E.
|
A
participant
who is appointed to a position with a different
target incentive percent
will have his/her
payout
prorated to the nearest fiscal quarter for the time spent in each position, based on the achievement of
strategic milestones
established for each position.
|
F.
|
A
participant
who is hired or promoted into an eligible position during the
plan year
may receive a prorated
payout
as determined by the President and CEO, in his/her sole discretion, subject to the approval of the
Committee
.
|
A.
|
The
plan
is effective for the
plan year
. It will terminate, subject to
payout
, if any, in accordance with and subject to the provisions of this
plan.
|
B.
|
This
plan
will be administered by the President and CEO, who will have authority to interpret and administer this
plan
, including, without limitation, all questions regarding eligibility and status of the
participant
, subject to the approval of the
Committee
.
|
C.
|
In the event that the
Company
is required to file a restatement of its financial results due to fraud, gross negligence or intentional misconduct by one or more employees, and/or material non-compliance with Securities laws, the
Company
will require reimbursement of any annual incentive compensation awarded to all
participants
in the amount by which such compensation exceeded any lower payment that would have been made based on the restated financial results, for the fiscal year in which the restatement was required, to the full extent required or permitted by law.
|
D.
|
This
plan
may be withdrawn, amended or modified at any time, for any reason, in writing, by the
Company.
|
E.
|
The determination of an award and
payout
under this
plan
, if any, is subject to the approval of the President and CEO and the
Committee
. This
plan
does not confer upon any
participant
the right to receive any
payout
, or payment of any kind whatsoever.
|
F.
|
No
participant
shall have any vested rights under this
plan
. This
plan
does not constitute a contract.
|
G.
|
All deductions and other withholdings required by law shall be made to the
participant's
payout
, if any.
|