WILEY JOHN & SONS, INC. (Form: 10-K, Received: 06/29/2018 12:49:33)

RESTATED CERTIFICATE OF INCORPORATION

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John Wiley & Sons, Inc.

Under Section 807 of the Business Corporation Law

We, Charles R. Ellis and Richard S. Rudick, being respectively the President and the Secretary of John Wiley & Sons, Inc., hereby certify:

1.	The name of the Corporation is John Wiley & Sons, Inc. The corporation was formed under the name John Wiley & Sons.

2.	The Certificate of Incorporation was filed by the Department of State on the 15 ^th day of January 1904.

3.	The text of the Certification of Incorporation is hereby restated without further amendment or change to read as follows:

CERTIFICATE OF INCORPORATION

JOHN WILEY & SONS, INC.

FIRST: The name of the Corporation shall be John Wiley & Sons, Inc.

SECOND: The purpose for which the Corporation is to be formed are:

To publish, produce, buy, sell and otherwise deal in books, periodicals and publishable matter of every kind and nature, as well as films, strips, records, tapes and other means of transmitting information; to do everything necessary or incidental thereto and to the carrying on alone or in conjunction with others, of a general publishing business and all branches thereof.

To acquire, sell, or otherwise dispose of and to use, operate or otherwise turn to account real and personal property of every kind and description, including but not by way of limitation, shares of stock or other interests in other corporations, organizations and entities, whether engaged in similar or different lines of business and generally to engage in any other similar activity.

THIRD: The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is Sixteen Million (16,000,000) shares, consisting of Two Million (2,000,000) shares of Preferred Stock with a par value of One Dollar ($1.00) per share, Ten Million (10,000,000) shares of Class A Common Stock with a par value of One Dollar ($1.00) per shear, and Four Million (4,000,000) shares of Class B Common Stock with a par value of One Dollar ($1.00) per share. The designations relative rights, preferences and limitations of each class of capital stock of the Corporation shall be as follows:

PART I . The Preferred Stock . The Preferred Stock may be issued from time to time by the Board of Directors as shares of one or more services. Subject to limitations herein and the limitations prescribed by law, the Board of Directors is expressly authorized, prior to issuance of Preferred Stock of a particular series, to fix the number of shares in such series and the designation, relative rights, preferences, and limitations of such series and, if and to the extent from time to time required by law, to file a certificate pursuant to Section 805 of the Business Corporation Law of New York or any statute amendatory thereof or supplemental thereto, establishing or changing the number of shares to be included in such series and fixing the designation, relative rights, preferences and limitations of the shares of such series. Pursuant to the foregoing general authority vesting in it, but not in limitation thereof, the Board of Directors is expressly empowered to determine with respect to the shares of each series of Preferred Stock:

1.	The number of shares to constitute such series and the distinctive designations thereof;

The dividend rate to which shares of such series shall be entitled and the restrictions, limitations and conditions upon the payment of such dividends, whether dividends shall be cumulative, and the date or dates from which dividends (if cumulative) shall accumulate and the dates on which dividends (if declared) shall be payable;

Whether or not the shares of such series shall be redeemable and, if so, the terms, conditions, limitations and restrictions with respect to such redemption, including without limitation the date or dates upon and after which such shares shall be redeemable, the manner of selecting shares for redemption if less than all shares are to be redeemed, and the amount the holders of shares of such series shall be entitled to receive upon the redemption thereof, which amount may vary under different conditions and at different redemption dates;

The rights of the shares of such series in the event of the voluntary or involuntary liquidation, dissolution or winding up of the Corporation including without limitation the amount payable per shares of such series which amount may vary at different dates and may vary depending on whether such liquidation, dissolution or winding up is voluntary or involuntary.

Whether or not the shares of such series shall be subject to the operation of a purchase, retirement or sinking fund and, if so, the terms, conditions, limitations and restrictions with respect thereto, including without limitation whether such purchase, retirement or sinking fund shall be cumulative or non-cumulative, the extent to and the manner in which such fund shall be applied to the purchase, retirement or redemption of the shares of such series for retirement or to other corporate purpose and the terms and provisions relative to the operation thereof;

Whether or not shares of such series shall be convertible into, or exchangeable for, shares of stock of any other series of Preferred Stock or shares of Class A Common Stock and/or Class B Common Stock and, if so, the terms and conditions of such conversion or exchange, including the price or prices of the rate or rates of conversion or exchange and the terms of adjustment, if any;

The voting right, if any, of such series in addition to the voting rights provided by law provided, however, that the Board of Directors may not limit the rights of holders of Class A Common Stock set forth in paragraphs 3 (i) (a) and 3 (i) (d) of Part II hereof in determining the voting rights of any series of Preferred Stock; and

8.	Any other relative rights, preferences, limitation or restrictions of such series not inconsistent with law or the provisions of the Certificate of Incorporation.

PART II . The Common Stock Subject to the relative rights, preferences and limitations of the Preferred Stock, the holders of the Class A Common Stock and Class B Common stock shall have and possess the following rights, preferences, and limitations appertaining to capital stock of the Corporation:

(1)

Dividends. Subject to subparagraph (2), whenever a dividend is paid to the holders of Class B Common Stock, the Corporation also shall pay to the holders of Class A Common Stock a dividend per share at least equal to the dividend per share paid to the holders of Class B Common Stock. Subject to the subparagraph (2), the Corporation may pay dividends to holders of Class A Common Stock in excess of dividends paid, or without paying dividends to, holders of Class B Common Stock. Dividends shall be payable only out of earnings or assets of the Corporation legally available for the payment of such dividends and only as and when declared by the Board of Directors.

(2)

Share Distributions . If at any time a distribution is to be paid in Class A Common Stock, Class B Common Stock or any other securities of the Corporation, the same distribution shall be made with respect to each shares of Class A Common Stock and each share of Class B Common Stock, except one or more shares of Class A Common Stock may be distributed to each share of Class A Common Stock outstanding and the same number of shares of Class B Common Stock may be distributed to each share of Class B stock outstanding.

(3)	Voting (i) Voting power shall be divided between Class A Common Stock and Class B Common Stock as follows:

(a)

With respect to the election of directors, the holders of Class A Common Stock voting as a separate class shall be entitled to elect that number of directors that constitutes 30% of the authorized number of members of the Board of Directors (including for all purposes any number of the Board of Directors entitled to be elected by the holders of any series of Preferred Stock authorized and issued after September 13, 1982 and, if 30% of the number of directors which constitutes the members of the Board of Directors is not a whole number, the holders of Class A Common Stock shall be entitled to elect the nearest higher whole number of directors that is at least 30% of such membership. Holders of Class B Common Stock voting as a separate class shall be entitled to elect the remaining directors (excluding such directors as the holders of Preferred Stock may be entitled to elect).

(b)

The holders of Class A Common Stock shall be entitle to votes as a separate class on the removal, with or without cause, of any director elected by the holders of the Class A Common Stock and the holders of Class A Common Stock shall be entitled to vote as a separate class on the removal, with or without cause, of any director elected by the holder of Class B Common Stock.

(c)

In addition to the voting rights conferred in paragraphs (3) (i) (a), (3) (i) (b) and (3) (i) (d) hereof, the holders of the Class A Common Stock and the holders of the Class B Common Stock shall be entitled to vote as separate classes on such other matters as may be required by law or the requirement of any national securities exchange on which the Corporation's securities may be listed for trading to be submitted to such holders as separate classes.

(d)

Any vacancy in the office of a director elected by the holders of the Class A Common Stock may be filled by a vote of such holders, voting as a separate class, and any vacancy in the office of a director elected by the holders of the Class B Common Stock may be filled by a vote of such holders, voting as a separate class, or in the absence of a shareholder vote, in the case of a vacay in the office of a director elected by either class, such vacancy may be filled by the remaining directors elected by the particular class of Common Stock. Any director elected by the Board of Directors to fill a vacancy shall serve until the next annual meeting of shareholders and until his or successor has been elected and qualified. To the extent permitted by the By-Laws or applicable law, the Board of Directors may increase the number of directors and any vacancy so created may be filled by the Board of Directors; provided that, so long as the holders of Class A Common Stock have the rights provided in paragraphs (3) (i) (a) and (3) (i) (d) hereof as of the date of the last preceding annual meeting of shareholders, the Board of Directors may be so enlarged by the Board of Directors only to the extent that at least 30% (rounded up to the nearest highest whole number, as provided by paragraph (3) (i) (a) of the enlarged Board consists of directors elected by the holders of the Class A Common Stock or by persons approved to fill vacancies created by the death, resignation or removal of persons elected by the holders of the Class A Common Stock. The remaining directors of the enlarged Board shall be elected by the holders of the Class B Common Stock or the holder of Preferred Stock if they are so entitled or by persons approved to fill vacancies created by the death, resignation or dismissal of persons elected by the holders of the Class B Common Stock or the holders of Preferred Stock if they are so entitled.

(e)

The holders of Class A Common Stock and Class B Common Stock shall, in all matters not specified in Sections (a), (b), (c) and (d) of this paragraph (3) (i), vote together as a single class; provided that the holders of Class A Common Stock shall have one-tenth (1/10) of one (1) vote per share and the holders of Class B Common Stock shall have one (1) vote per share.

(f) (i) If the number of issued and outstanding (therefore not counting treasury) shares of Class B Common Stock is less than 300,000 at any time, then the rights, preferences and limitations of the holders of Class A Common Stock and Class B Common Stock shall thereafter be identical and such holders shall vote as a single class upon all matters.

(f) (ii) Except as expressly set forth in the resolution or resolutions of the Board of Directors creating any series of the Preferred Stock or when required by law the holders of any series of the Preferred Stock entitled to vote shall not vote separately as a class but shall vote on all matters as a single class, together with the holders of the Classes of Common Stock; provided, however, that in any such resolution creating any series of Preferred Stock after September 13, 1982, the Board of Directors may not limit the rights of the holders of Class A Common stock set forth in paragraph (3)(i)(a) and (3)(i)(d) hereof.

(4) Conversion.

(i) Each holder of record of Class B Common Stock may at any time or from time to time, in such holder's sole discretion and at such holder's option, convert any whole number of or all of such holder's Class B Common Stock into fully paid and non-assessable Class A Common Stock at the rate (subject to adjustment as hereinafter provided) of one (1) share of Class A Common Stock for each share of Class B Common Stock surrendered for conversion. Any such conversion may be effected by any holder of Class B Common Stock surrendering such holder's certificate or certificates for the Class B Common Stock to be converted, duly endorsed, at the office of the Corporation or any transfer agent for the Class B Common Stock, together with a written notice to the Corporation at such office that such holder elects to convert all or a specified number of shares of Class B Common Stock and stating the name or names in which such holder desires the certificate for such Class A Common Stock to be issued. Promptly thereafter, the Corporation shall issue and deliver to such holder or such holder's nominee or nominees, a certificate or certificates for the number of shares of Class A Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made at the close of business at the date of such surrender, and the person or persons entitled to receive the Class A Common Stock issuable on such conversation shall be treated for all purposes as the record holder or holders of such Class A Common Stock on that date.

(ii) In the event that prior to the occurrence of the event described in paragraph 3(i)(f) hereof, the Corporation shall declare and pay a distribution of securities of the Corporation respecting Class A Common Stock without declaring and paying a proportionate distribution of securities of the Corporation respecting Class B Common Stock, or Class A Common Stock is changed into, exchanged for, or reclassified into a different number of shares of outstanding securities of the Corporation, or any other corporation or entity, without such action being taken on a proportionate basis with respect to Class B Common Stock, whether such distribution, change, exchange, or reclassification occurs through a reorganization, recapitalization, stock dividend, stock split, combination of shares, merger, consolidation or otherwise, then the conversion rate specified above shall be appropriately and equitably adjusted to reflect such action.

(iii) No fraction of a share of Class A Common Stock shall be issued upon change of Common Stock into Class A Common Stock and Class B Common Stock or on conversion of any Class B Common Stock but, in lieu thereof, the Corporation shall pay in cash therefore the pro rata fair market value of any such fraction as determined by the Board of Directors of the Corporation. Any such determination of fair market value shall be final and binding on the Corporation and on each holder of Class B Common Stock of Class A Common Stock.

FOURTH: The office of the Corporation shall be located in the City, County and State of New York, and the address to which the Secretary of State shall mail a copy of process in any action or proceeding against the Corporation which may be served upon him is 605 Third Avenue, New York, New York.

FIFTH: The Secretary of State is hereby designated as agent of the Corporation on whom process in any action or proceeding against it may be served.

SIXTH: No contract or other transaction between the Corporation and any other corporation shall be invalidated, vitiated or in any way affected by the fact that any one or more of the directors of the Corporation is or are interested in, or is a director or officer, or are directors or officers of such other corporation, and any director or directors, individually or jointly, may be a party or parties to, or may be interested in any contract or transaction of the Corporation or in which this Corporation is interested, and no contract, act or transaction of this Corporation with any person or persons, firm or corporation, shall be vitiated, invalidated or in any way affected by the fact that any director or directors of this Corporation is a party, or are parties to or are interested in such contract, act or transaction, or in any way connected with such person or persons, firm or corporation, and each and every person who may become a director of this Corporation is hereby relieved from any liability or obligation to account for profits which might otherwise arise by reason of the contracting with the Corporation for the benefit of himself or any other person or any firm, association or corporation in which he may be in any way interested, or by reason of the making of a contract by this Corporation with any other corporation in which such director may be in any way interested or of which he may be an officer or director.

SEVENTH: No holder of any share of stock of this Corporation shall, because of his ownership of stock, have a preemptive or other right to purchase, subscribe for or take any part of any stock of this Corporation issued, optioned or sold by it after its incorporation. Any part of the Capital Stock of this Corporation authorized by this Certificate of Incorporation may at any time be issued, optioned for sale, and sold or disposed of by this Corporation, pursuant to resolution of its Board of Directors, to such persons and upon such terms and conditions as may, to such Board seem proper and advisable, without first offering the said stock or any part thereof to existing stockholders.

EIGHTH: A person who is or was a director of this Corporation shall under no circumstances have any personal liability to the Corporation or its shareholders for damages for any breach of duty in such capacity, except for those specific breaches resulting in liability for an act or omission with respect to which the New York Business Corporation Law expressly provides that this provision shall not eliminate or limit such personal liability of directors. Nothing in this Article shall directly or indirectly increase the liability of any such person based upon acts or omissions occurring before the adoption hereof.

4. The restatement of this Certificate of Incorporation herein certified was authorized by the Board of Directors of the Corporation.

IN WITNESS WHEREOF, we have executed and subscribed this document, and do hereby affirm, under the penalties of perjury, that the statements contained therein have been examined by us and are true and correct this 1 ^st day of July 1992.

/s/ Charles R. Ellis

Charles R. Ellis, President

/s/ Richard S. Rudick

Richard S. Rudick, Secretary

Exhibit 3.5

By-Laws

AMENDED AND RESTATED – SEPTEMBER 20, 2007

John Wiley & Sons, Inc.

Article I

Offices

Section 1. Offices. The principle office of the Corporation shall be in the City of Hoboken, County of Hudson and State of New Jersey. The Corporation may also have offices and places of business at such other places within or without the State of New York as the Board of Directors may from time to time determine or the business of the Corporation may require.

Article II

Shareholders

Section 1. Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held on the third Thursday of September, in each year or, if a legal holiday, on the next business day, or (whether or not a legal holiday) on such other day in September as may be fixed by resolution of the Board of Directors or by the chairman, at which the shareholders shall elect a Board of Directors and transact such other business as may properly come before the meeting.

Section 2. Special Meeting. Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by statute, may be called by resolution of the Board of Directors or by the chairman, and shall be called by the chairman or by the president at the request in writing of a majority of the Board of Directors. Such request shall state the purpose of the proposed meeting.

Section 3. Time and Place of Meeting. Meetings of the shareholders shall be held at such time and place within or without the State of New Jersey as the Board of Directors may determine, or as shall be stated in the notices of the meeting.

Section 4. Notice of Meeting. Written notice of every meeting of shareholders, stating the purpose or purposes for which the meeting is called and the place, date and hour of the meeting, and unless the notice pertains to the annual meeting, indicating that it is being issued by or at the direction of the persons calling the meeting, shall be given, personally or by mail, no less than ten nor more than sixty days before the date of the meeting, to each shareholder entitled to vote at such meeting. If mailed, such notice shall be directed to the shareholder at the shareholder's address as it appears on the Corporation's record of shareholders, unless such shareholder shall have filed with the Secretary of the Corporation a written request that notices be mailed to some other address, in which event the notice shall be directed to the shareholder at such other address. Notice of meeting need not be given to any shareholder who submits a waiver of notice, signed in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protest as to the sufficiency of notice of such meeting, shall constitute a waiver by such shareholder of such notice.

Section 5. Fixing Record Date. For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose or determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors shall fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action.

Section 6. Quorum. Except as otherwise prescribed by statute, the holders of a majority of the voting of shares of each class issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite to and shall constitute a quorum at all meetings of the shareholders for the transaction of each item of business required to be voted on by a class voting as a class. Except as otherwise provided by statute, the holders of shares issued and outstanding and entitled to vote thereat of a majority of the votes accorded to holders of all shares, present in person or represented by proxy, shall be requisite to and shall constitute a quorum at all meetings of the shareholders for the transactions of any items of business not required to be voted on separately by a class. If a quorum shall not be present or represented, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present and represented. At such adjourned meetings at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.

Section 7. Voting. Except as otherwise prescribed by statute, each shareholder of record having the right to vote, in respect of each share of stock standing in that shareholder's name on the books of the Corporation, shall be entitled at every meeting of the shareholders of the Corporation to such voting rights as are specified in the Certificate of Incorporation of the Corporation. Such voting rights may be exercised in person or by proxy, which may be submitted in writing, by telephone or via the Internet. All elections shall be determined by a plurality of the class of shares voting thereon, and, except as otherwise prescribed by statute, all other matters shall be determined by vote of the majority of votes cast by shareholders present or represented at such meeting and voting on such question.

Section 8. Introduction of Business at an Annual Meeting of Shareholders. Except as otherwise provided by law; at any meeting of shareholders only such business shall be conducted as shall have been properly brought before the meeting. In order to be properly brought before the meeting, such business must have either been (a) specified in the written notice of the meeting (or any supplement thereto) given to shareholders of record on the record date for such meeting by or at the direction of the Board of Directors, (b) brought before the meeting at the direction of the Board of Directors or the presiding officer of the meeting, or (c) specified in a written notice given by or on behalf of a shareholder of record on the record date for such meeting entitled to vote thereat or a duly authorized proxy for such shareholder, provided that such shareholder continues to be a shareholder of record at the time of such meeting in accordance with all of the following requirements. A notice referred to in clause (c) hereof must be delivered personally, or mailed to and received at, the principal executive office of the Corporation, addressed to the attention of the secretary, not less than 120 calendar days in advance of the date in the then current year corresponding to the previous year's annual meeting of shareholders, except that if the date of the annual meeting has been changed by more than 30 calendar days from any date contemplated at the time of the previous year's proxy statement, the notice must be received by the Corporation a reasonable time before such new date for the annual meeting of shareholders. Such notice referred to in clause (c) hereof shall set forth (i) a full description of each such item of business proposed to be brought before the meeting, (ii) the name and address of the person proposing to bring such business before the meeting, (iii) the class and number of shares held of record, held beneficially and represented by proxy by such person as of the record date for the meeting (if such date has then been made publicly available) and as of the date of such notice, (iv) if any item of such business involves a nomination for director, all information regarding each such nominee that would be required to be set forth in a definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any successor thereto, and the written consent of each such nominee to serve if elected, and (v) if so requested by the Corporation, all other information that would be required to be filed with the SEC if, with respect to the business proposed to be brought before the meeting, the person proposing such business was a participant in a solicitation subject to Section 14 of the Exchange Act or any successor thereto. No business shall be brought before any meeting of shareholders of the Corporation otherwise than as provided in this Section. Notwithstanding the foregoing provision, unless otherwise required by law, the Board of Directors shall not be obligated to include information as to any nominee for director in any proxy statement or other communication sent to shareholders. The presiding officer of the meeting may, if the facts warrant, determine and declare to the meeting that any proposed item of business was not brought before the meeting in accordance with the foregoing procedures, and if he or she should so determine, he or she shall so declare at the meeting and the defective item of business shall be disregarded.

Article III

Board of Directors

Section 1. Number of Directors; Election; Tenure. The number of directors which shall constitute the Board of Directors shall not be less than eight (8) nor more than sixteen (16) members. Within these limits the number of directors constituting the Board shall be determined from time to time by resolution of the Board of Directors, or by the shareholders at an annual or special meeting. Except as otherwise hereinafter provided in the case of vacancies, the directors shall be elected by the shareholders at the annual meeting. The holders of Class A Common Stock voting as a separate class shall be entitled to elect that number of directors which constitutes 30% of the authorized number of members of the Board of Directors and, if 30% of the authorized number of directors is not a whole number, the holders of Class A Common Stock shall be entitled to elect the nearest higher whole number of directors that is a least 30% of such membership. Holders of Class B Common Stock voting as a separate class shall be entitled to elect the remaining directors. Each director shall hold office until the election and qualification of his or her successor.

Section 2. Qualification of Directors. A director must be at least 18 years of age and not have attained age 70 on the first day of the month in which the annual meeting occurs. Notwithstanding the foregoing, the Board of Directors may in its discretion vote to nominate for election a person who by reason of having attained age 70 would otherwise cease to be qualified under this provision, if it deems that special circumstances justify such action.

Section 3. Nomination of Directors. Nominations for election to the Board of Directors of the Corporation at a meeting of the shareholders may be made only by the Board, or on behalf of the Board by any nominating committee appointed by the Board, or by any shareholder of the Corporation entitled to vote for the election of directors of the class for which such nomination is submitted who complies with the notice procedures set forth in the By-laws.

Section 4. Director Emeritus. The Board of Directors may designate one or more former directors as director emeritus, which position shall be entirely honorary and shall not confer upon the director emeritus any of the powers, duties, rights or liabilities of a director.

Section 5. Vacancies. If any vacancy occurs in the Board of Directors by reason of the death, resignation, retirement, or removal from office of any director with or without cause, or if any new directorship is created, such vacancy shall be filled by the holders of the class of stock entitled to elect a director to fill such a vacancy or by a majority of the directors then in office of the class in which such a vacancy occurs, though less than a quorum, all in manner prescribed by the Certificate of Incorporation of the Corporation.

Section 6. Regular Meetings of the Board. The first regular meeting of each newly elected Board of Directors shall be held as soon as practicable after the annual meeting of the shareholders for the purpose of the election or appointment of officers and the transaction of other business. Other regular meetings of the Board of Directors may be held without notice at such time and place as shall, from time to time, be determined by the Board.

Section 7. Special Meetings; Notice. Special meetings of the Board of Directors may be called by the Chairman of the Board or by the president at any time, and shall be called by the chairman, president, or secretary at the written request of two members of the Board. Notice of a special meeting shall be given to each director in writing either personally, by next day courier delivery service, by telegram at least two days prior to the meeting, or by mail at least four days prior to the meeting. If mailed, such notice shall be deemed given when deposited properly stamped and addressed in the United States mail. If telegraphed or by next day delivery service, such notice shall be deemed given when delivered properly addressed to the telegraph or courier company. Notice of meeting need not be given to a director who submits a signed waiver of notice either before or after the meeting. The attendance of a director at a meeting without protest as to the sufficiency of notice of such meeting shall constitute a waiver by such director of such notice.

Section 8. Quorum. At all meetings of the Board of Directors, a majority of the entire Board shall be requisite to and shall constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of the Board of Directors, a majority of those present may adjourn the meeting from time to time until a quorum shall be present.

Section 9. Executive Committee. The Board of Directors may elect from among its members, by resolution adopted by a majority of the entire Board of Directors, an Executive Committee consisting of three or more members of the Board (at least one of whom shall be a director elected by the holders of Class A common shares). From among such committee members, the Board shall elect a chairman of such committee.

Section 10. Duties of Executive Committee. During the intervals between meetings of the Board of Directors, the Executive Committee shall, subject to any limitations imposed by law or the Board of Directors, possess and it may exercise all the powers of the Board of Directors in the management and direction of the Corporation in such manner as the Executive Committee shall deem best for the interests of the Corporation.

Section 11. Other Committees. The Board of Directors may also elect from among its members, by resolutions adopted by a majority of the entire Board of Directors, such other committee or committees as the Board of Directors shall determine, each such committee to consist of at least three members of the Board. The Board shall elect a chairman of each such committee, shall fix the number and elect the other members thereof, and shall establish the duties and authority thereof, subject to such limitations as may be required by law.

Section 12. Committee Vacancies. The Board of Directors shall fill any vacancies on any committee established under this Article, with the objective of keeping the membership of each such committee at the authorized level.

Section 13. Action by Committees. All action by any committee of the Board of Directors shall be referred to the Board of Directors at its meeting next succeeding such action, and shall be subject to revision or alteration by the Board of Directors, provided that no rights or acts of third parties shall be affected by any such revision or alteration. Subject to such applicable resolutions as may be adopted by the Board, each committee shall fix its own rules of procedure as deemed appropriate, but in any case, except as the Board explicitly otherwise provides, the presence of a majority shall be necessary to constitute a quorum.

Section 14. Action of the Board. All corporate action taken by the Board of Directors or any committee thereof shall be taken at a meeting of such Board or committee, as the case may be, except that any action required or permitted to be taken at a meeting of the Board or any committee may be taken without a meeting, if all members of the Board or committee, as the case may be, consent in writing to such action and the writing or writings are filed with the minutes of the proceedings of the Board or committee. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other. Participation by such means shall constitute presence in person at such meeting. Except as otherwise provided with respect to the election of a director or as otherwise provided by law, the vote of a majority of all directors present at the time of the vote, voting together as a single class, if a quorum is present at such time, shall be the act of the Board or any committee.

Article IV

Officers

Section 1. Officers. The officers of the Corporation shall be a chairman, a president, one or more vice presidents (one or more of whom may be designated as executive, senior or other class of vice president or designated as chief operating officer, chief financial officer or chief accounting officer), a secretary, and a treasurer. There may also be such assistant vice presidents, assistant secretaries, and assistant treasurers, as the Board of Directors may from time to time deem advisable. The Board of Directors shall fix the authority and duties of the officers to the extent not provided herein. Any two or more offices may be held by the same person at the same time.

Section 2. Election of Officers; Term of Office; Removal. The officers shall be elected or appointed by the Board of Directors at the first meeting of the Board following the annual meeting of the shareholders, and shall hold office until their respective successors have been elected or appointed and have qualified. Any officer may be removed with or without cause at any time by the Board. If an office becomes vacant for any reason, the Board of Directors shall fill such vacancy.

Section 3. Chairman. The chairman shall preside at all meetings of the shareholders and the Board of Directors; shall provide leadership to the Board of Directors and advice and counsel to the president of the Corporation; and shall perform such other duties as may be prescribed by the Board of Directors.

Section 4. President. The president shall be the chief executive officer of the Corporation; shall administer and implement the policies and decisions of the Corporation and see that all orders and resolutions of the Board of Directors are carried into effect; shall have general and active management of the business and affairs of the Corporation subject to the control of the Board of Directors; and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe. In the absence of the chairman, the president shall preside at meetings of shareholders and of the Board of Directors.

Section 5. Vice Presidents. In the absence or disability of the chairman and of the president, the vice presidents, in the order designated by the Board of Directors or in the absence of such designation, then in the order of their election, shall exercise the duties and have the powers of the chairman and of the president and shall perform such other duties as may be prescribed by the chairman, the president, or by the Board of Directors.

Section 6. Secretary. The secretary shall attend all meetings of the Board of Directors and of the shareholders and record all votes and the minutes of all proceedings of the Board of Directors and of the shareholders in a book to be kept for that purpose; shall give or cause to be given notice of meetings of the Board of Directors and of the shareholders and shall have custody of the certificate books and shareholder records and such other books as the Board may direct; shall have custody of the seal of the Corporation and, when authorized by the Board, shall affix it to any instrument requiring the corporate seal; and shall perform all other duties incident to the office of the secretary and such other duties as may from time to time be prescribed by the Board of Directors, by the chairman, or by the president.

Section 7. Chief Financial Officer and Chief Accounting Officer. The Board shall designate a chief financial officer and a chief accounting officer who may be a single officer or two officers and who may hold the office of treasurer (if chief financial officer) or controller (if chief accounting officer). The chief financial officer shall advise the Board and the officers regarding financial requirements of the Corporation and the financial impact of events affecting the Corporation or action proposed to be taken by the Corporation; shall have principal responsibility, subject to the authority of the Board and the president, for the development and implementation of financial planning for the Corporation and its subsidiaries, including matters pertaining to the capital and debt structure of the Corporation and its subsidiaries and the allocation of capital resources among the operations of the Corporation and its subsidiaries; shall have the right to require, from time to time, reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the Corporation from the officers or agents transacting the same; and shall cause taxes and assessments to be paid and tax returns and reports to be prepared and filed as required by law.

The chief accounting officer shall make and keep, or cause to be made and kept under his or her authority, books, records, and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Corporation; shall prepare or cause to be prepared under his or her authority financial statements and other reports of the financial condition and results of operations of the Corporation and its subsidiaries; shall issue and file such statements and render such reports when and in the form and manner required by law; shall advise the Board and the officers regarding accounting policies and procedures to be adopted or adhered to in the reporting of the financial condition and results of operations of the Corporation and its subsidiaries; shall be responsible for the development and implementation of internal accounting controls necessary and appropriate to the management of the operations and activities of the Corporation and its subsidiaries; shall prepare or cause to be prepared such financial forecasts as may be requested from time to time by the president or the Board of Directors and shall develop and supervise procedures facilitating the preparation of such forecasts; and shall exhibit at all reasonable times the books of account and other records caused by him or her to be kept to any of the directors upon application at the office of the Corporation where such books and records are kept.

The chief financial officer and the chief accounting officer shall also, in general, perform (or cause to be performed subject to their authority and direction) all duties incident to the offices and functions of chief financial officer and chief accounting officer and such other duties as from time to time may be assigned to them by the president or the Board of Directors.

Section 8. Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all funds, securities, and notes of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any sources whatsoever; deposit all such moneys in the name of the Corporation in such banks, trust companies, and other depositories as shall be selected by the Board of Directors against proper vouchers, cause such funds to be disbursed by checks or drafts on the authorized depositories of the Corporation signed in such manner as shall be determined in accordance with resolutions of the Board of Directors and be responsible for the accuracy of the amounts of all moneys so disbursed; and in general, perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the president, the chief financial officer, or the Board of Directors.

Section 9. Divisional Officers. The Board of Directors or the president may establish from time to time one or more divisions for the consolidation of all or part of the operations or administration of the Corporation and in connection therewith may appoint such officers and other agents of such divisions as the Board or the president may determine. Such divisional officers and agents as such shall not be deemed officers of the Corporation but shall have as between themselves and the Corporation such authority and perform such duties in the management of the division in which they are appointed as the Board may from time to time determine, and shall have such authority as between themselves and third parties to bind the Corporation in matters respecting the ordinary course of business of the division for which they are appointed, as would generally be incident to the offices to which they are appointed if such a division were a separate corporation wholly owned by the Corporation and such offices were held in such subsidiary.

Section 10. Controller. The Board of Directors or the chief financial officer may elect or appoint a controller. The controller shall have principal responsibility for implementation of accounting policies and procedures, including the preparation of financial statements and reports, under the supervisory authority of the chief accounting officer. The controller shall have such responsibilities in the areas of development and implementation of internal accounting controls and financial forecasting as may be assigned to him or her from time to time by the president, the chief accounting officer, or the Board of Directors. The controller as such shall not be deemed an officer of the Corporation.

Section 11. Assistant Officer. Each assistant vice president, each assistant secretary and each assistant treasurer shall have such powers and shall perform such duties as may be prescribed by the Board of Directors or by the appropriate executive officer, as the case may be.

Section 12. Compensation. The compensation of the chairman, the president, and the officers who report directly to the president shall be fixed by the Board of Directors. The compensation of other officers, division officers, assistant officers, if any, and of other employees shall be fixed by the appropriate officers.

Article V

Stock

Section 1. Description. The shares of this Corporation shall be represented by certificates or shall be uncertificated and held in book entry accounts. Each registered holder of shares, upon request, shall be provided with a certificate of stock representing the number of shares owned by such holder . The certificates of stock of this Corporation shall be consecutively numbered by class and shall be entered on books of the Corporation as they are issued. They shall show the holder's name and the number of shares and shall be signed by the chairman of the board, the president, or a vice president, and countersigned by the secretary or treasurer, and shall have the seal of the Corporation, which may be a facsimile, affixed thereto. Whenever any certificate is countersigned by a transfer agent, or registered by a registrar, other than the Corporation itself or an employee of the Corporation, the signatures of officers of the Corporation upon such certificate may be facsimiles. If an officer who has signed or whose facsimile signature has been placed upon a certificate shall no longer hold such office when the certificate is issued, the certificate may nevertheless be issued by the Corporation with the same effect as if the officer were still holding such office at the date of the issue.

Section 2. Transfers of Stock. Upon surrender to the Corporation or any transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, together with all necessary federal and state transfer tax stamps affixed thereto, it shall be the duty of the Corporation or such transfer agent to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books. In the case of uncertificated shares, transfer shall be made upon receipt of proper transfer instructions from the registered owner of such uncertificated shares, or from an individual presenting proper evidence of succession, assignment or authority to transfer the stock.

Section 3. Registered Shareholders. The Corporation shall be entitled to recognize the exclusive right of a person, registered on its books as the owner of shares, to receive dividends or other distributions, and vote as such owner and otherwise treat such person as the owner of such shares and accordingly shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof except as expressly provided by the laws of the State of New York.

Section 4. Lost Certificates. The Board of Directors may direct the issuance of a new stock certificate in place of a certificate theretofore issued by the Corporation which is alleged to have been lost or destroyed. The person claiming such loss or destruction shall submit an affidavit of the fact in form satisfactory to the Board of Directors. The Board of Directors, in its discretion and as condition precedent to the issuance of the new certificate, may require the owner of such lost or destroyed certificate or his legal representative to give the Corporation a suitable bond in such sum as it may direct as indemnity against any claims that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed and to satisfy such other reasonable conditions as it may impose.

Section 5. Stock Regulations. The Board of Directors shall have the authority to make all such further rules and regulations, not inconsistent with the laws of the State of New York, as it may deem expedient, concerning the issue, transfer, conversion, and registration of certificates representing shares of the Corporation, and may appoint one or more transfer agents and one or more registrars.

Article VI

General Provisions

Section 1. Dividends. Dividends upon the outstanding shares of the Corporation may be declared by the Board of Directors at any regular or special meetings in the manner provided by the Certificate of Incorporation of the Corporation and pursuant to applicable laws and may be paid in cash, or in property, or in shares of the Corporation.

Section 2. Fiscal Year. The fiscal year of the Corporation shall begin on the 1st day of May and end on the 30th day of April.

Section 3. Corporate Seal. The seal of the Corporation shall consist of a circular device, having inscribed thereon the name of the Corporation, the words "Corporate Seal New York" and the date "1904"; and shall otherwise be in such form as may be prescribed by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced upon the instrument or writing to be sealed.

Article VII

Indemnification of Officers and Directors

Section 1. General. The Corporation shall, to the fullest extent permitted by the New York Business Corporation Law as the same exists or may hereafter be amended, indemnify any director or officer of the Corporation or any wholly–owned subsidiary (or the personal representative of such director or officer) who is or was made or threatened to be made a party to or is involved in any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (including an action by or in the right of the Corporation or any of its subsidiaries or any other corporation, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan, or other enterprise), by reason of the fact that he or she is or was a director or officer of the Corporation, or, at the request of the Corporation, is or was serving such subsidiary or other corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise as director, officer, trustee, or in any other capacity, against judgments, fines, amounts paid or to be paid in settlement, excise tax or penalties, and costs, charges and expenses, including attorneys' fees, incurred in connection with such action or proceeding or any appeal therein; provided, however, that no indemnification shall be provided to any such person if a judgment or other final adjudication adverse to such person establishes that (i) his or her acts (or those of the testator or intestate) were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (ii) he or she (or the testator or intestate) personally gained in fact a financial profit or other advantage to which he or she was not legally entitled; provided, further, that where applicable, payment of such indemnification shall be made pursuant to the provisions of Section 723 of the New York Business Corporation Law, as the same may be amended from time to time.

Section 2. Non-Exclusivity of Rights. The Corporation may indemnify any person to whom the Corporation is permitted to provide indemnification or the advancement of expenses by applicable law, whether pursuant to rights granted to, or provided by, the New York Business Corporation Law or other rights created by (i) a resolution of shareholders, (ii) a resolution of the Board of Directors, or (iii) an agreement providing for such indemnification. The rights conferred in this Article VII shall not be exclusive of any other right of indemnification, or reimbursement or advancement of expenses which any person may have or hereafter acquire.

Section 3. Expenses. The Corporation shall, from time to time, reimburse or advance to any person referred to in Section 1 of this Article VII the funds necessary for payment of expenses, including attorneys' fees, incurred in connection with any action or proceeding referred to in Section 1, upon receipt of a written undertaking by or on behalf of such person to repay such amount(s) if a judgment or other final adjudication adverse to the director or officer establishes that (i) his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (ii) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.

Section 4. Other Rights. The right to be indemnified or to the reimbursement or advancement of expenses pursuant to this Article VII (i) is a contract right pursuant to which the person entitled thereto may bring suit as if the provision hereof were set forth in a separate written contract between the Corporation and the director or officer, (ii) is intended to be retroactive and shall be available with respect to events occurring prior to the adoption thereof and (iii) shall continue to exist after the rescission or restrictive modification of the provisions of this Article VII, with respect to events occurring prior thereto.

Section 5. Insurance. Subject to the provisions of Section 726 of the New York Business Corporation Law, the Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of the Corporation or another corporation, partnership, joint venture, trust, or other enterprise against any such expense, liability, or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss under the New York Business Corporation Law.

Section 6. Service with Another Corporation or Employee Benefit Plan. Any director or officer of the Corporation serving (i) another corporation of which a majority of the shares entitled to vote in the election of its directors is held by the Corporation, or (ii) any employee benefit plan of the Corporation or any corporation referred to in clause (i), in any capacity shall, unless and until otherwise expressly provided by a resolution of the Board of Directors of the Corporation, be deemed to be doing so at the request of the Corporation.

Section 7. Action to Enforce Right to Indemnification. If a request to be indemnified or for the reimbursement or advancement of expenses pursuant hereto is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if entitled, also to be paid the expenses of prosecuting such claim. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is proper in the circumstances, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its shareholders) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses, shall be a defense to the action or create a presumption that the claimant is not so entitled.

Section 8. Exclusive Remedy. A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in Section 1 shall be entitled to indemnification only as provided in Sections 1 and 3, notwithstanding any provision of the New York Business Corporation Law to the contrary.

Section 9. Separability. If this Article VII or any portion hereby shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director, officer, employee, or agent of the Corporation as to costs, charges and expenses (including attorneys' fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article VII that shall not have been invalidated and to the fullest extent permitted by applicable law.

Article VIII

Amendments

Section 1. Power to Amend. The By-laws may be amended or repealed or new by-laws adopted from time to time by the shareholders or by the Board of Directors.

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

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

Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
(Do not check if a smaller reporting company)	Emerging growth company ☐

PART I		PAGE
ITEM 1.	Business	3
ITEM 1A.	Risk Factors	9
ITEM 1B.	Unresolved Staff Comments	14
ITEM 2.	Properties	15
ITEM 3.	Legal Proceedings	15
ITEM 4	Mine Safety Disclosures	15
	Executive Officers of the Company	16

PART II
ITEM 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	17
ITEM 6.	Selected Financial Data	18
ITEM 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	40
ITEM 8.	Financial Statements and Supplementary Data	42
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	76
ITEM 9A.	Controls and Procedures	76
ITEM 9B.	Other Information	76

PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance	76
ITEM 11.	Executive Compensation	77
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	77
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	77
ITEM 14.	Principal Accounting Fees and Services	77

PART IV
ITEM 15.	Exhibits and Financial Statement Schedules	78
ITEM 16.	Form 10-K Summary	79

SIGNATURES

Location	Purpose	Owned or Leased	Approx. Sq. Ft.
United States:
New Jersey	Corporate Headquarters	Leased	303,000
	Office	Leased	185,000
Indiana	Office	Leased	123,000
California	Office	Leased	29,000
Massachusetts	Office	Leased	26,000
Illinois	Office	Leased	52,000
Florida	Office	Leased	58,000
Minnesota	Office	Leased	22,000
Texas	Office	Leased	11,000
Colorado	Office	Leased	15,000
International:
Australia	Offices	Leased	34,000
Canada	Office	Leased	12,000
England	Distribution Centers	Leased	298,000
	Offices	Leased	80,000
	Offices	Owned	70,000
France	Offices	Leased	32,000
Germany	Office	Owned	104,000
	Office	Leased	18,000
Jordan	Office	Leased	24,000
Singapore	Offices	Leased	35,000
Russia	Office	Leased	24,000
China	Offices	Leased	26,000
India	Distribution Centers	Leased	12,000
	Office	Leased	31,000
Greece	Office	Leased	16,000

	(201) 748-6000
	Registrant's telephone number including area code

	Securities registered pursuant to Section 12(g) of the Act:
	None

Name, Current and Former Positions	Age	First Elected to Current Position

BRIAN A. NAPACK	56	December 2017
President and Chief Executive Officer and Director
March 2012 – Senior Advisor, Providence Equity Partners LLC

JOHN A. KRITZMACHER	57	July 2013
Chief Financial Officer and Executive Vice President, Operations
October 2012 – Senior Vice President of Business Operations, Organizational Planning & Structure at WebMD Health Corp

ARCHANA SINGH	48	June 2016
Executive Vice President and Chief Human Resources Officer
2014 – Chief Human Resources Officer, Hay Group
2012 – Vice President, Human Resources, Computer Science Corporation

GARY M. RINCK	66	September 2014
Executive Vice President, General Counsel
2004 – Senior Vice President, General Counsel

JUDY VERSES	61	October 2016
Executive Vice President, Research
October 2011 – President – Global Enterprise and Education, Rosetta Stone Inc.

ELLA BALAGULA	48	October 2017
Executive Vice President, Knowledge & Learning
January 2013 – Senior Vice President and General Manager, Engineering Solutions, Elsevier
October 2009 – Senior Vice President, Engineering and Technology Markets, Elsevier

CHRISTOPHER F. CARIDI	52	March 2017
Senior Vice President, Corporate Controller and Chief Accounting Officer
March 2014 – Vice President Finance, Thomson Reuters
September 2009 – Vice President, Controller/Global Head of Accounting Operations, Thomson Reuters

VINCENT MARZANO	55	September 2014
Senior Vice President, Treasurer
September 2006 – Vice President, Treasurer

CLAY E. STOBAUGH	60	September 2014
Executive Vice President, Chief Marketing Officer & Government Affairs
October 2013 – Senior Vice President & Chief Marketing Officer


AREF MATIN	59	May 2018
Executive Vice President, Chief Technology Officer
February 2015 – Executive Vice President, Chief Technology Officer, Ascend Learning
July 2012 – Executive Vice President, Chief Technology Officer, Pearson Learning Technologies & Pearson Higher Education

	Class A Common Stock						Class B Common Stock
			Market Price						Market Price
	Dividends		High		Low		Dividends		High		Low
2018
First Quarter	$	0.32	$	55.70	$	49.50	$	0.32	$	55.16	$	51.65
Second Quarter		0.32		56.00		51.50		0.32		54.91		51.76
Third Quarter		0.32		68.40		54.40		0.32		67.00		54.86
Fourth Quarter		0.32		67.85		60.70		0.32		67.42		61.90
2017
First Quarter	$	0.31	$	57.78	$	47.68	$	0.31	$	57.41	$	47.92
Second Quarter		0.31		58.86		48.40		0.31		58.99		49.66
Third Quarter		0.31		57.75		49.45		0.31		57.69		52.68
Fourth Quarter		0.31		57.35		49.00		0.31		57.14		46.53

	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 2018		—	$	—		—		3,242,891
March 2018		101,620		64.39		101,620		3,141,271
April 2018		60,800		63.95		60,800		3,080,471
Total		162,420	$	64.22		162,420		3,080,471

	For the Years Ended April 30, ^(a)
Dollars (in millions, except per share data)	2018			2017			2016			2015			2014
Revenue	$	1,796.1		$	1,718.5		$	1,727.0		$	1,822.4		$	1,775.2
Operating Income		239.5			206.2			188.1			237.7			206.7
Net Income (a)		192.2			113.6			145.8			176.9			160.5
Working Capital		(394.3	)		(428.1	)		(111.1	)		(62.8	)		60.1
Deferred Revenue in Working Capital (b)		(486.4	)		(436.2	)		(426.5	)		(372.1	)		(385.7	)
Total Assets		2,839.5			2,606.2			2,921.1			3,004.2			3,077.4
Long-Term Debt		360.0			365.0			605.0			650.1			700.1
Shareholders' Equity		1,190.6			1,003.1			1,037.1			1,055.0			1,182.2
Per Share Data
Earnings Per Share
Basic	$	3.37		$	1.98		$	2.51		$	3.01		$	2.73
Diluted	$	3.32		$	1.95		$	2.48		$	2.97		$	2.70
Cash Dividends
Class A Common	$	1.28		$	1.24		$	1.20		$	1.16		$	1.00
Class B Common	$	1.28		$	1.24		$	1.20		$	1.16		$	1.00

	2018			2017		Total Charges Incurred to Date
Charges by Segment:
Research	$	5,257		$	1,949	$	25,413
Publishing		6,443			1,596		38,931
Solutions		3,695			1,787		6,247
Corporate Expenses		13,171			8,023		95,919
Total Restructuring and Related Charges	$	28,566		$	13,355	$	166,510

Charges (Credits) by Activity:
Severance	$	27,213		$	8,386	$	114,803
Process reengineering consulting		1,815			148		20,629
Other activities		(462	)		4,821		31,078
Total Restructuring and Related Charges	$	28,566		$	13,355	$	166,510

	2018			2017
Effective tax rate as reported		10.2	%		40.5	%
Estimated net impact in fiscal 2018 of non-recurring items from Tax Act		11.7			—
Impact of unfavorable German court decision in fiscal 2017		—			(25.7	)
Impact of reduction in U.K. statutory rate on deferred tax balances in fiscal 2017		—			1.3
Effective tax rate excluding the impact of non-recurring items from the Tax Act in fiscal 2018 and the unfavorable German court decision and U.K. tax rate reduction in fiscal 2017		21.9	%		16.1	%

	2018			2017
Restructuring and related charges	$	(0.39	)	$	(0.15	)
Foreign exchange losses on intercompany transactions		(0.15	)		(0.01	)
Estimated impact of the Tax Act		0.43			—
Pension settlement		—			(0.09	)
Unfavorable tax settlement		—			(0.85	)
Deferred income tax benefit on U.K. tax rate change		—			0.04
Total net impact	$	(0.11	)	$	(1.06	)

	2018			2017			% Change			% Change w/o FX (a)
RESEARCH:
Revenue:
Journal Subscriptions	$	677,685		$	639,720			6	%		—
Open Access		41,997			30,633			37	%		34	%
Licensing, Reprints, Backfiles, and Other		181,806			164,070			11	%		8	%
Total Journal Revenue	$	901,488		$	834,423			8	%		3	%

Publishing Technology Services (Atypon)		32,907			19,066			73	%		73	%

Total Research Revenue	$	934,395		$	853,489			9	%		4	%

Cost of Sales		(247,654	)		(219,773	)		13	%		8	%

Gross Profit	$	686,741		$	633,716			8	%		3	%
Gross Profit Margin		73.5	%		74.3	%

Operating Expenses		(379,175	)		(353,406	)		7	%		5	%
Amortization of Intangibles		(26,829	)		(26,133	)		3	%		—
Restructuring Charges (See Note 6)		(5,257	)		(1,949	)

Contribution to Profit	$	275,480		$	252,228			9	%		—
Contribution Margin		29.5	%		29.6	%

PUBLISHING:	2017			2016			% Change			% Change w/o FX (a)
Revenue:
STM and Professional Publishing	$	291,255		$	330,984			(12	)%		(9	)%
Education Publishing		196,343			229,989			(15	)%		(13	)%
Course Workflow (WileyPLUS)		62,348			58,519			7	%		7	%
Test Preparation and Certification		35,609			28,115			27	%		27	%
Licensing, Distribution, Advertising, and Other		47,894			48,121			—			3	%

Total Publishing Revenue	$	633,449		$	695,728			(9	)%		(7	)%

Cost of Sales		(194,837	)		(215,150	)		(9	)%		(7	)%

Gross Profit	$	438,612		$	480,578			(9	)%		(7	)%
Gross Profit Margin		69.2	%		69.1	%

Operating Expenses		(301,510	)		(338,675	)		(11	)%		(10	)%
Amortization of Intangibles		(9,803	)		(11,338	)		(14	)%		(10	)%
Restructuring Charges (see Note 6)		(1,596	)		(4,507	)

Contribution to Profit	$	125,703		$	126,058			—			—
Contribution Margin		19.8	%		18.1	%

Metric (amounts in millions, except EPS)	FY18 Actual		FY19 Expectation Constant Currency
Revenue	$	1,796.1	Even with prior year
Adjusted EPS	$	3.43	Mid-single digit decline
Cash Provided by Operating Activities	$	381.8	High-single digit decline
Capital Expenditures	$	150.7	Modestly lower

			Payments Due by Period
	Total		Within Year 1		2–3 Years		4–5 Years		After 5 Years
Total Debt	$	360.0	$	—	$	360.0	$	—	$	—
Interest on Debt ⁽¹⁾		27.7		7.9		19.8		—		—
Non-Cancelable Leases		259.3		31.2		54.4		37.2		136.5
Minimum Royalty Obligations		531.8		97.3		166.2		124.7		143.6
Other Operating Commitments		47.9		36.3		11.2		0.4		—
Total	$	1,226.7	$	172.7	$	611.6	$	162.3	$	280.1

	Year Ended April 30,
	2018			2017			2016
Net Cash Provided by Operating Activities	$	381,838		$	314,903		$	349,957
Net Cash Used in Investing Activities		(177,411	)		(243,010	)		(151,395	)
Net Cash Used in Financing Activities		(96,831	)		(346,172	)		(285,663	)
Effect of Foreign Currency Exchange Rate Changes on Cash and Cash Equivalents		3,661			(31,011	)		(6,534	)

	2018			2017
Accounts Receivable	$	(28,302	)	$	(34,769	)
Inventories	$	4,626		$	4,727
Royalties Payable	$	(5,048	)	$	(5,741	)
Decrease in Net Assets	$	(18,628	)	$	(24,300	)

Reports of Independent Registered Public Accounting Firm	44

Financial Statements
Consolidated Statements of Financial Position - April 30, 2018 and 2017	46
Consolidated Statements of Income for the years ended April 30, 2018, 2017, and 2016	47
Consolidated Statements of Comprehensive Income for the years ended April 30, 2018, 2017, and 2016	48
Consolidated Statements of Cash Flows for the years ended April 30, 2018, 2017, and 2016	49
Consolidated Statements of Shareholders' Equity for the years ended April 30, 2018, 2017, and 2016	50
Notes to Consolidated Financial Statements
Note 1. Description of Business	51
Note 2. Summary of Significant Accounting Policies, Recently Issued, and Recently Adopted Accounting Standards	51
Note 3. Reconciliation of Weighted Average Shares Outstanding	57
Note 4. Accumulated Other Comprehensive Loss	58
Note 5. Acquisitions	58
Note 6. Restructuring and Related Charges	58
Note 7. Inventories	59
Note 8. Product Development Assets	59
Note 9. Technology, Property, and Equipment	60
Note 10. Goodwill and Intangible Assets	60
Note 11. Income Taxes	62
Note 12. Debt and Available Credit Facilities	65
Note 13. Derivative Instruments and Activities	66
Note 14. Commitment and Contingencies	67
Note 15. Retirement Plans	67
Note 16. Stock-Based Compensation	70
Note 17. Capital Stock and Changes in Capital Accounts	73
Note 18. Segment Information	73
Note 19. Supplementary Quarterly Financial Information–Results By Quarter (Unaudited)	75

Financial Statement Schedule
Schedule II – Valuation and Qualifying Accounts for the years ended April 30, 2018, 2017, and 2016	80

/s/ Brian A. Napack
Brian A. Napack
President and Chief Executive Officer

/s/ John A. Kritzmacher
John A. Kritzmacher
Chief Financial Officer and
Executive Vice President, Operations

/s/ Christopher F. Caridi
Christopher F. Caridi
Senior Vice President, Corporate Controller and
Chief Accounting Officer

June 29, 2018

	April 30,
	2018			2017
Assets:
Current Assets
Cash and cash equivalents	$	169,773		$	58,516
Accounts receivable, net		212,377			188,679
Inventories		39,489			47,852
Prepaid and other current assets		58,332			64,688
Total Current Assets		479,971			359,735

Product Development Assets		78,814			80,385
Royalty Advances		37,058			28,320
Technology, Property & Equipment		289,934			243,058
Intangible Assets		848,071			828,099
Goodwill		1,019,801			982,101
Other Non-Current Assets		85,802			84,519
Total Assets	$	2,839,451		$	2,606,217

Liabilities and Shareholders' Equity:
Current Liabilities
Accounts payable	$	90,097		$	76,335
Royalties payable		73,007			62,871
Deferred revenue		486,353			436,235
Accrued employment costs		116,179			98,185
Accrued income taxes		13,927			22,222
Accrued pension liability		5,598			5,776
Other accrued liabilities		89,150			86,232
Total Current Liabilities		874,311			787,856

Long-Term Debt		360,000			365,000
Accrued Pension Liability		190,301			214,597
Deferred Income Tax Liabilities		143,518			160,491
Other Long-Term Liabilities		80,764			75,136
Total Liabilities		1,648,894			1,603,080
Shareholders' Equity
Preferred Stock, $1 par value: Authorized – 2 million, Issued – 0		—			—
Class A Common Stock, $1 par value: Authorized – 180 million, Issued – 70,110,603 in 2018 and 70,086,003 in 2017		70,111			70,086
Class B Common Stock, $1 par value: Authorized – 72 million, Issued – 13,071,067 in 2018 and 13,095,667 in 2017		13,071			13,096
Additional paid-in capital		407,120			387,896
Retained earnings		1,834,057			1,715,423
Accumulated other comprehensive (loss):
Foreign currency translation adjustment		(251,573	)		(319,212	)
Unamortized retirement costs, net of tax		(191,026	)		(190,502	)
Unrealized gain on interest rate swap, net of tax		3,019			2,427
		(439,580	)		(507,287	)
Less: Treasury Shares At Cost (Class A – 21,853,257 in 2018 and 22,096,970 in 2017, Class B – 3,917,574 in 2018 and 3,917,574 in 2017)		(694,222	)		(676,077	)
Total Shareholders' Equity		1,190,557			1,003,137
Total Liabilities and Shareholders' Equity	$	2,839,451		$	2,606,217

	For the Years Ended April 30,
	2018			2017			2016
Revenue	$	1,796,103		$	1,718,530		$	1,727,037

Costs and Expenses
Cost of sales		485,220			460,756			466,177
Operating and administrative expenses		994,552			988,597			994,372
Restructuring and related charges		28,566			13,355			28,611
Amortization of intangibles		48,230			49,669			49,764
Total Costs and Expenses		1,556,568			1,512,377			1,538,924

Operating Income		239,535			206,153			188,113

Interest Expense		(13,274	)		(16,938	)		(16,707	)
Foreign Exchange Transaction (Losses) Gains		(12,819	)		421			473
Interest and Other Income		489			1,480			2,914

Income Before Taxes		213,931			191,116			174,793
Provision for Income Taxes		21,745			77,473			29,011

Net Income	$	192,186		$	113,643		$	145,782

Earnings Per Share
Basic	$	3.37		$	1.98		$	2.51
Diluted	$	3.32		$	1.95		$	2.48

Cash Dividends Per Share
Class A Common	$	1.28		$	1.24		$	1.20
Class B Common	$	1.28		$	1.24		$	1.20

Weighted Average Number of Common Shares Outstanding
Basic		57,043			57,337			57,998
Diluted		57,888			58,199			58,734

	Common Stock Class A		Common Stock Class B			Additional Paid-in Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Loss			Total Shareholder's Equity
Balance at April 30, 2015	$	69,798	$	13,392		$	353,018		$	1,597,439		$	(571,974	)	$	(406,633	)	$	1,055,040

Restricted Shares Issued under Stock-based Compensation Plans		—		—			(3,152	)		—			3,325			—			173
Net (Payments)/Proceeds from Exercise of Stock Options and Other		—		—			1,700			—			(1,795	)		—			(95	)
Excess Tax Benefits from Stock-based Compensation		—		—			1,027			—			—			—			1,027
Stock-based Compensation Expense		—		—			16,105			—			—			—			16,105
Purchase of Treasury Shares		—		—			—			—			(69,977	)		—			(69,977	)
Class A Common Stock Dividends		—		—			—			(58,658	)		—			—			(58,658	)
Class B Common Stock Dividends		—		—			—			(11,238	)		—			—			(11,238	)
Comprehensive Income (Loss)		—		—			—			145,782			—			(41,053	)		104,729
Balance at April 30, 2016	$	69,798	$	13,392		$	368,698		$	1,673,325		$	(640,421	)	$	(447,686	)	$	1,037,106

Restricted Shares Issued under Stock-based Compensation Plans		—		—			(7,617	)		—			8,013			—			396
Net Proceeds from Exercise of Stock Options and Other		—		—			8,849			—			6,657			—			15,506
Excess Tax Benefits from Stock-based Compensation		—		—			414			—			—			—			414
Stock-based Compensation Expense		—		—			17,552			—			—			—			17,552
Purchase of Treasury Shares		—		—			—			—			(50,326	)		—			(50,326	)
Class A Common Stock Dividends		—		—			—			(60,143	)		—			—			(60,143	)
Class B Common Stock Dividends		—		—			—			(11,402	)		—			—			(11,402	)
Common Stock Class Conversions		288		(296	)		—			—			—			—			(8	)
Comprehensive Income (Loss)		—		—			—			113,643			—			(59,601	)		54,042
Balance at April 30, 2017	$	70,086	$	13,096		$	387,896		$	1,715,423		$	(676,077	)	$	(507,287	)	$	1,003,137

Restricted Shares Issued under Stock-based Compensation Plans		—		—			(7,646	)		(10	)		7,968			—			312
Net Proceeds from Exercise of Stock Options and Other		—		—			15,686			—			13,515			—			29,201
Stock-based Compensation Expense		—		—			11,184			—			60			—			11,244
Purchase of Treasury Shares		—		—			—			—			(39,688	)		—			(39,688	)
Class A Common Stock Dividends		—		—			—			(61,813	)		—			—			(61,813	)
Class B Common Stock Dividends		—		—			—			(11,729	)		—			—			(11,729	)
Common Stock Class Conversions		25		(25	)		—			—			—			—			—
Comprehensive Income		—		—			—			192,186			—			67,707			259,893
Balance at April 30, 2018	$	70,111	$	13,071		$	407,120		$	1,834,057		$	(694,222	)	$	(439,580	)	$	1,190,557

	Foreign Currency Translation Adjustment			Unamortized Retirement Costs			Interest Rate Swaps			Total
Balance at April 30, 2016	$	(267,920	)	$	(179,405	)	$	(361	)	$	(447,686	)
Other comprehensive (loss) income before reclassifications		(51,292	)		(18,458	)		2,735			(67,015	)
Amounts reclassified from Accumulated Other Comprehensive Loss		—			7,361			53			7,414
Total other comprehensive (loss) income		(51,292	)		(11,097	)		2,788			(59,601	)
Balance at April 30, 2017	$	(319,212	)	$	(190,502	)	$	2,427		$	(507,287	)
Other comprehensive income (loss) before reclassifications		67,639			(4,979	)		1,739			64,399
Amounts reclassified from Accumulated Other Comprehensive Loss		—			4,455			(1,147	)		3,308
Total other comprehensive income (loss)		67,639			(524	)		592			67,707
Balance at April 30, 2018	$	(251,573	)	$	(191,026	)	$	3,019		$	(439,580	)

	April 30, 2017		Charges			Payments			Foreign Translation and Reclassification			April 30, 2018
Severance	$	10,082	$	27,213		$	(21,197	)	$	1,181		$	17,279
Process Reengineering Consulting		—		1,815			(1,815	)		—			—
Other Activities		12,708		(462	)		(7,583	)		(1,891	)		2,772
Total	$	22,790	$	28,566		$	(30,595	)	$	(710	)	$	20,051

	2018			2017
Finished Goods	$	36,503		$	38,329
Work-in-Process		2,139			7,078
Paper and Other Materials		550			650
		39,192			46,057
Inventory Value of Estimated Sales Returns		4,626			4,727
LIFO Reserve		(4,329	)		(2,932	)
Total Inventories	$	39,489		$	47,852

	2018		2017
Book Composition Costs	$	24,887	$	28,884
Other Product Development Costs		53,927		51,501
Total	$	78,814	$	80,385

	2018			2017
Capitalized Software	$	390,774		$	356,907
Computer Hardware		57,493			60,467
Buildings and Leasehold Improvements		121,381			103,774
Furniture, Fixtures, and Warehouse Equipment		60,869			55,106
Land and Land Improvements		3,678			3,354
		634,195			579,608
Accumulated Depreciation and Amortization		(344,261	)		(336,550	)
Total	$	289,934		$	243,058

	2017		Foreign Translation Adjustment		2018
Research	$	437,928	$	25,491	$	463,419
Publishing		283,192		12,209		295,401
Solutions		260,981		—		260,981
Total	$	982,101	$	37,700	$	1,019,801

	2018										2017
	Cost		Accumulated Amortization			Accumulated Impairment			Net		Cost		Accumulated Amortization			Net
Intangible Assets with Determinable Lives
Content and Publishing Rights	$	824,146	$	(387,386	)	$	—		$	436,760	$	775,520	$	(353,923	)	$	421,597
Customer Relationships		212,020		(50,291	)		—			161,729		233,872		(64,756	)		169,116
Brands and Trademarks		32,111		(16,011	)		—			16,100		35,554		(18,359	)		17,195
Covenants not to Compete		1,499		(844	)		—			655		2,377		(1,420	)		957
		1,069,776		(454,532	)		—			615,244		1,047,323		(438,458	)		608,865
Intangible Assets with Indefinite Lives
Brands and Trademarks		142,189		—			(3,600	)		138,589		135,061		—			135,061
Content and Publishing Rights		94,238		—			—			94,238		84,173		—			84,173
	$	1,306,203	$	(454,532	)	$	(3,600	)	$	848,071	$	1,266,557	$	(438,458	)	$	828,099

	2018			2017
Balance at May 1st	$	6,124		$	19,863
Additions for Current Year Tax Positions		1,372			2,566
Additions for Prior Year Tax Positions		69			31,802
Reductions for Prior Year Tax Positions		(38	)		—
Foreign Translation Adjustment		45			(419	)
Payments and Settlements		(124	)		(47,688	)
Reductions for Lapse of Statute of Limitations		(615	)		—
Balance at April 30th	$	6,833		$	6,124