NEW YORK
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13-5593032
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State or other jurisdiction of incorporation or organization
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I.R.S. Employer Identification No.
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111 River Street, Hoboken, NJ
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07030
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Address of principal executive offices
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Zip Code
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(201) 748-6000
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Registrant's telephone number including area code
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Securities registered pursuant to Section 12(b) of the Act: Title of each class
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Name of each exchange on which registered
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Class A Common Stock, par value $1.00 per share
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New York Stock Exchange
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Class B Common Stock, par value $1.00 per share
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
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None
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Large accelerated filer
☒
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Accelerated filer
☐
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Non-accelerated filer
☐
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Smaller reporting company
☐
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(Do not check if a smaller reporting company)
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Emerging growth company
☐
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PART I
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PAGE
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Business
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3
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Risk Factors
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9
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Unresolved Staff Comments
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14
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Properties
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15
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Legal Proceedings
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15
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Mine Safety Disclosures
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15
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16
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PART II
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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17
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Selected Financial Data
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18
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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19
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Quantitative and Qualitative Disclosures About Market Risk
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40
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Financial Statements and Supplementary Data
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42
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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76
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Controls and Procedures
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76
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Other Information
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76
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PART III
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Directors, Executive Officers and Corporate Governance
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76
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Executive Compensation
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77
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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77
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Certain Relationships and Related Transactions, and Director Independence
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77
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Principal Accounting Fees and Services
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77
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PART IV
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Exhibits and Financial Statement Schedules
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78
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Form 10-K Summary
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79
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Adjusted Earnings Per Share "(Adjusted EPS)";
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Free Cash Flow less product development spending;
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Adjusted Operating Income and margin;
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Adjusted Contribution to Profit and margin; and
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Results on a constant currency basis.
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Adjusted EPS, Adjusted Operating Profit, and Adjusted Contribution to Profit provide a more comparable basis to analyze operating results and earnings and are measures commonly used by shareholders to measure our performance.
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Free Cash Flow less Product Development Spending helps assess our ability, over the long term, to create value for our shareholders as it represents cash available to repay debt, pay common dividends and fund share repurchases and new acquisitions.
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Results on a constant currency basis removes distortion from the effects of foreign currency movements to provide better comparability of our business trends from period to period. We measure our performance before the impact of foreign currency (or at "constant currency"), which means that we apply the same foreign currency exchange rates for the current and equivalent prior period.
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Research;
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Publishing; and
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Solutions
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Location
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Purpose
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Owned or Leased
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Approx. Sq. Ft.
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|||
United States:
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||||||
New Jersey
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Corporate Headquarters
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Leased
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303,000
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|||
Office
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Leased
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185,000
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||||
Indiana
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Office
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Leased
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123,000
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|||
California
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Office
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Leased
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29,000
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|||
Massachusetts
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Office
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Leased
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26,000
|
|||
Illinois
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Office
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Leased
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52,000
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|||
Florida
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Office
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Leased
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58,000
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|||
Minnesota
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Office
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Leased
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22,000
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|||
Texas
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Office
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Leased
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11,000
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|||
Colorado
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Office
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Leased
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15,000
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|||
International:
|
||||||
Australia
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Offices
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Leased
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34,000
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|||
Canada
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Office
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Leased
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12,000
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|||
England
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Distribution Centers
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Leased
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298,000
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|||
Offices
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Leased
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80,000
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||||
Offices
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Owned
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70,000
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||||
France
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Offices
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Leased
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32,000
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|||
Germany
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Office
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Owned
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104,000
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|||
Office
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Leased
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18,000
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||||
Jordan
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Office
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Leased
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24,000
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|||
Singapore
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Offices
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Leased
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35,000
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|||
Russia
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Office
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Leased
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24,000
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|||
China
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Offices
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Leased
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26,000
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|||
India
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Distribution Centers
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Leased
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12,000
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Office
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Leased
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31,000
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||||
Greece
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Office
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Leased
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16,000
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Name, Current and Former Positions
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Age
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First Elected to
Current Position
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BRIAN A. NAPACK
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56
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December 2017
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President and Chief Executive Officer and Director
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March 2012 – Senior Advisor, Providence Equity Partners LLC
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JOHN A. KRITZMACHER
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57
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July 2013
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Chief Financial Officer and Executive Vice President, Operations
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October 2012 – Senior Vice President of Business Operations, Organizational Planning & Structure at WebMD Health Corp
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ARCHANA SINGH
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48
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June 2016
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Executive Vice President and Chief Human Resources Officer
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2014 – Chief Human Resources Officer, Hay Group
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2012 – Vice President, Human Resources, Computer Science Corporation
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GARY M. RINCK
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66
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September 2014
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Executive Vice President, General Counsel
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||||
2004 – Senior Vice President, General Counsel
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JUDY VERSES
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61
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October 2016
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Executive Vice President, Research
|
||||
October 2011 – President – Global Enterprise and Education, Rosetta Stone Inc.
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ELLA BALAGULA
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48
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October 2017
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Executive Vice President, Knowledge & Learning
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January 2013 – Senior Vice President and General Manager, Engineering Solutions, Elsevier
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||||
October 2009 – Senior Vice President, Engineering and Technology Markets, Elsevier
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CHRISTOPHER F. CARIDI
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52
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March 2017
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Senior Vice President, Corporate Controller and Chief Accounting Officer
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March 2014 – Vice President Finance, Thomson Reuters
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September 2009 – Vice President, Controller/Global Head of Accounting Operations, Thomson Reuters
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VINCENT MARZANO
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55
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September 2014
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Senior Vice President, Treasurer
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September 2006 – Vice President, Treasurer
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CLAY E. STOBAUGH
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60
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September 2014
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Executive Vice President, Chief Marketing Officer & Government Affairs
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October 2013 – Senior Vice President & Chief Marketing Officer
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AREF MATIN
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59
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May 2018
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Executive Vice President, Chief Technology Officer
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||||
February 2015 – Executive Vice President, Chief Technology Officer, Ascend Learning
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July 2012 – Executive Vice President, Chief Technology Officer, Pearson Learning Technologies & Pearson Higher Education
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Class A Common Stock
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Class B Common Stock
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|||||||||||||||||||||||
Market Price
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Market Price
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|||||||||||||||||||||||
Dividends
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High
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Low
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Dividends
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High
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Low
|
|||||||||||||||||||
2018
|
||||||||||||||||||||||||
First Quarter
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$
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0.32
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$
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55.70
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$
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49.50
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$
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0.32
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$
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55.16
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$
|
51.65
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||||||||||||
Second Quarter
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0.32
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56.00
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51.50
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0.32
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54.91
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51.76
|
||||||||||||||||||
Third Quarter
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0.32
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68.40
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54.40
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0.32
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67.00
|
54.86
|
||||||||||||||||||
Fourth Quarter
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0.32
|
67.85
|
60.70
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0.32
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67.42
|
61.90
|
||||||||||||||||||
2017
|
||||||||||||||||||||||||
First Quarter
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$
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0.31
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$
|
57.78
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$
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47.68
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$
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0.31
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$
|
57.41
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$
|
47.92
|
||||||||||||
Second Quarter
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0.31
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58.86
|
48.40
|
0.31
|
58.99
|
49.66
|
||||||||||||||||||
Third Quarter
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0.31
|
57.75
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49.45
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0.31
|
57.69
|
52.68
|
||||||||||||||||||
Fourth Quarter
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0.31
|
57.35
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49.00
|
0.31
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57.14
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46.53
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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
|
—
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$
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—
|
—
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3,242,891
|
|||||||||||
March 2018
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101,620
|
64.39
|
101,620
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3,141,271
|
||||||||||||
April 2018
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60,800
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63.95
|
60,800
|
3,080,471
|
||||||||||||
Total
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162,420
|
$
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64.22
|
162,420
|
3,080,471
|
For the Years Ended April 30,
(a)
|
||||||||||||||||||||
Dollars (in millions, except per share data)
|
2018
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2017
|
2016
|
2015
|
2014
|
|||||||||||||||
Revenue
|
$
|
1,796.1
|
$
|
1,718.5
|
$
|
1,727.0
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$
|
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
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)
|
(111.1
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)
|
(62.8
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)
|
60.1
|
|||||||||||
Deferred Revenue in Working Capital (b)
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(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
|
(a) |
See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," for a discussion of the factors that contributed to our consolidated operating results for the three years ended April 30, 2018. Certain tax benefits and charges included in fiscal 2018 – 2014 include:
|
· |
Fiscal year 2018 includes a favorable impact of $25.1 million ($0.43 per share) from the U.S. government enacted comprehensive Federal tax legislation originally known as the Tax Cuts and Jobs Act of 2017 (the "Tax Act"). Given the significant complexity of the Tax Act, anticipated guidance from the U.S. Treasury, and potential additional guidance from the SEC or the Financial Accounting Standards Board, these estimates may be adjusted within 12 months of the enactment date.
|
· |
Fiscal year 2017 includes the effect of the German Tax litigation of $49.1 million ($0.85 per share).
|
· |
Fiscal years 2017, 2016, and 2014 include tax benefits of $2.6 million, ($0.04 per share), $5.9 million ($0.10 per share), and $10.6 million ($0.18 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.
|
(b) |
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 us for a number of purposes, including funding operating activities, acquisitions, debt repayments, dividend payments, and repurchasing treasury shares. The deferred revenue will be recognized as income when the products are shipped or made available online to the customers over the term of the subscription period.
|
|
lower technology costs in the current year of $18 million associated with our ERP implementation and other reductions in outsourcing and system development consulting costs;
|
· |
a one-time pension settlement charge in the prior year related to changes in our retiree and long-term disability plans of $9 million; and
|
|
savings from operational excellence initiatives and restructuring activities.
|
|
one-time benefits in the prior year related to changes in our retiree and long-term disability plans of $4 million and a life insurance recovery of $2 million;
|
|
a full year of costs in fiscal year 2018 associated with the Atypon acquisition, which resulted in an incremental impact of $9 million;
|
|
an increase in
strategy consultation costs in the current year of $7 million; and
|
|
an impairment charge in the current year related to one of our Publishing brands of $4 million.
|
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
|
%
|
· |
lowering the U.S. federal corporate income tax rate to 21% with a potentially lower rate for certain foreign derived income;
|
· |
accelerating deductions for certain business assets;
|
· |
changing the U.S. system from a worldwide tax system;
|
· |
requiring companies to pay a one-time transition tax on post-1986 unrepatriated cumulative non-U.S. earnings and profits ("E&P") of foreign subsidiaries;
|
· |
eliminating certain deductions such as the domestic production deduction;
|
· |
establishing limitations on the deductibility of certain expenses including interest and executive compensation; and
|
· |
creating new taxes on certain foreign earnings.
|
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
|
%
|
(a) |
Adjusted to exclude Restructuring Charges
|
|
a full year of revenue from Atypon, which was acquired in September 2016, of which $14 million was the incremental impact;
|
|
Open Access growth driven by the strong performance of existing titles and, to a lesser extent, new title launches; and
|
|
other Journal revenue increases, particularly in reprints, backfiles and the licensing of intellectual content.
|
· |
a full year of costs in fiscal year 2018 from Atypon which resulted in an incremental impact of $9 million;
|
· |
higher employment-related costs of $5 million, which included higher incentive compensation from the achievement of certain financial goals and targets;
|
· |
higher content and editorial costs of $3 million; and
|
· |
an increase in product technology costs of $5 million.
|
2018
|
2017
|
% Change
|
% Change
w/o FX (a)
|
|||||||||||||
PUBLISHING:
|
||||||||||||||||
Revenue:
|
||||||||||||||||
STM and Professional Publishing
|
$
|
287,315
|
$
|
291,255
|
(1
|
)%
|
(3
|
)%
|
||||||||
Education Publishing
|
187,178
|
196,343
|
(5
|
)%
|
(6
|
)%
|
||||||||||
Course Workflow (WileyPLUS)
|
59,475
|
62,348
|
(5
|
)%
|
(5
|
)%
|
||||||||||
Test Preparation and Certification
|
35,534
|
35,609
|
—
|
—
|
||||||||||||
Licensing, Distribution, Advertising and Other
|
48,146
|
47,894
|
1
|
%
|
(2
|
)%
|
||||||||||
Total Publishing Revenue
|
$
|
617,648
|
$
|
633,449
|
(2
|
)%
|
(4
|
)%
|
||||||||
Cost of Sales
|
(194,900
|
)
|
(194,837
|
)
|
—
|
(1
|
)%
|
|||||||||
Gross Profit
|
$
|
422,748
|
$
|
438,612
|
(4
|
)%
|
(5
|
)%
|
||||||||
Gross Profit Margin
|
68.4
|
%
|
69.2
|
%
|
||||||||||||
Operating Expenses
|
(280,680
|
)
|
(301,510
|
)
|
(7
|
)%
|
(8
|
)%
|
||||||||
Amortization of Intangibles
|
(8,108
|
)
|
(9,803
|
)
|
(17
|
)%
|
(17
|
)%
|
||||||||
Restructuring Charges (see Note 6)
|
(6,443
|
)
|
(1,596
|
)
|
||||||||||||
Publishing brand impairment charge
|
(3,600
|
)
|
—
|
|||||||||||||
Contribution to Profit
|
$
|
123,917
|
$
|
125,703
|
(1
|
)%
|
2
|
%
|
||||||||
Contribution Margin
|
20.1
|
%
|
19.8
|
%
|
(a) |
Adjusted in fiscal year 2018 and 2017 to exclude Restructuring Charges, and in fiscal year 2018 also excludes a Publishing brand impairment charge.
|
2018
|
2017
|
% Change
|
% Change
w/o FX (a)
|
|||||||||||||
SOLUTIONS:
|
||||||||||||||||
Revenue:
|
||||||||||||||||
Education Services (OPM)
|
$
|
119,131
|
$
|
111,638
|
7
|
%
|
7
|
%
|
||||||||
Professional Assessment
|
61,094
|
59,868
|
2
|
%
|
2
|
%
|
||||||||||
Corporate Learning
|
63,835
|
60,086
|
6
|
%
|
(1
|
)%
|
||||||||||
Total Solutions Revenue
|
$
|
244,060
|
$
|
231,592
|
5
|
%
|
3
|
%
|
||||||||
Cost of Sales
|
(42,658
|
)
|
(46,146
|
)
|
(8
|
)%
|
(11
|
)%
|
||||||||
Gross Profit
|
$
|
201,402
|
$
|
185,446
|
9
|
%
|
7
|
%
|
||||||||
Gross Profit Margin
|
82.5
|
%
|
80.1
|
%
|
||||||||||||
Operating Expenses
|
(162,317
|
)
|
(155,104
|
)
|
5
|
%
|
3
|
%
|
||||||||
Amortization of Intangibles
|
(13,291
|
)
|
(13,733
|
)
|
(3
|
)%
|
(6
|
)%
|
||||||||
Restructuring Charges (see Note 6)
|
(3,695
|
)
|
(1,787
|
)
|
||||||||||||
Contribution to Profit
|
$
|
22,099
|
$
|
14,822
|
49
|
%
|
56
|
%
|
||||||||
Contribution Margin
|
9.1
|
%
|
6.4
|
%
|
(a) |
Adjusted to exclude Restructuring Charges
|
· |
lower technology costs of approximately $10 million driven by reduced spending on our ERP system and other reductions in depreciation, outsourcing, and systems development consulting costs; and
|
· |
savings from operational excellence initiatives and restructuring activities;
|
· |
strategy consultation costs in the current year of $7.1 million; and
|
|
one-time benefits in the prior year related to changes in our retiree and long-term disability plans of $4.2 million and a life insurance recovery of $2 million.
|
· |
the impact of the previously announced transition to time-based digital journal subscriptions for calendar year 2016 of $34 million;
|
· |
higher Solutions revenue of $28 million;
|
· |
incremental revenue from the acquisition of Atypon of $19 million; and
|
· |
growth in author-funded access of $7 million and other journal revenue of $4 million.
|
· |
incremental costs associated with the Atypon acquisition of $8 million;
|
· |
higher royalty costs due to the transition to time-based digital journal subscription agreements of $5 million and new journal titles of $4 million;
|
· |
higher Solutions sales volume of $5 million;
|
· |
higher Corporate Learning content development costs of $4 million;
|
· |
and Online Program Management employment costs of $3 million to support business growth.
|
· |
benefits related to changes in our retiree and long-term disability health plans of $4 million;
|
· |
a life insurance recovery of $2 million in the current year and a disability settlement charge in the prior year of $2 million;
|
· |
lower advertising costs of $7 million due to title and volume reductions and timing;
|
· |
lower shipping and handling costs of $3 million;
|
· |
a market gain on nonqualified pension plan assets of $2 million; and
|
· |
restructuring and other cost savings.
|
· |
incremental costs associated with the Atypon acquisition of $14 million;
|
· |
a charge related to lump-sum payments offered to terminated vested employees within our U.S. defined benefit pension plans of $9 million;
|
· |
spending for our Enterprise Resource Planning ("ERP") and related systems of $6 million and other technology, development and maintenance costs of $4 million;
|
· |
increased headcount in Solutions of $4 million and Research of $3 million;
|
· |
higher incentive compensation of $8 million; and
|
· |
higher Solutions event promotional costs of $3 million.
|
2017
|
2016
|
|||||||
Charges by Segment:
|
||||||||
Research
|
$
|
1,949
|
$
|
2,982
|
||||
Publishing
|
1,596
|
4,507
|
||||||
Solutions
|
1,787
|
1,042
|
||||||
Corporate Expenses
|
8,023
|
20,080
|
||||||
Total Restructuring and Related Charges
|
$
|
13,355
|
$
|
28,611
|
||||
Charges by Activity:
|
||||||||
Severance
|
$
|
8,386
|
$
|
16,443
|
||||
Process reengineering consulting
|
148
|
7,191
|
||||||
Other activities
|
4,821
|
4,977
|
||||||
Total Restructuring and Related Charges
|
$
|
13,355
|
$
|
28,611
|
2017
|
2016
|
% Change
|
% Change
w/o FX (a)
|
|||||||||||||
RESEARCH:
|
||||||||||||||||
Revenue:
|
||||||||||||||||
Journal Subscriptions
|
$
|
639,720
|
$
|
622,305
|
3
|
%
|
6
|
%
|
||||||||
Open Access
|
30,633
|
25,671
|
19
|
%
|
26
|
%
|
||||||||||
Licensing, Reprints, Backfiles, and Other
|
164,070
|
178,802
|
(8
|
)%
|
(3
|
)%
|
||||||||||
Total Journal Revenue
|
$
|
834,423
|
$
|
826,778
|
1
|
%
|
4
|
%
|
||||||||
Publishing Technology Services (Atypon)
|
19,066
|
—
|
||||||||||||||
Total Research Revenue
|
$
|
853,489
|
$
|
826,778
|
3
|
%
|
7
|
%
|
||||||||
Cost of Sales
|
(219,773
|
)
|
(214,972
|
)
|
2
|
%
|
6
|
%
|
||||||||
Gross Profit
|
$
|
633,716
|
$
|
611,806
|
4
|
%
|
7
|
%
|
||||||||
Gross Profit Margin
|
74.3
|
%
|
74.0
|
%
|
||||||||||||
Operating Expenses
|
(353,406
|
)
|
(331,989
|
)
|
6
|
%
|
10
|
%
|
||||||||
Amortization of Intangibles
|
(26,133
|
)
|
(24,725
|
)
|
6
|
%
|
13
|
%
|
||||||||
Restructuring Charges (See Note 6)
|
(1,949
|
)
|
(2,982
|
)
|
||||||||||||
Contribution to Profit
|
$
|
252,228
|
$
|
252,110
|
—
|
2
|
%
|
|||||||||
Contribution Margin
|
29.6
|
%
|
30.5
|
%
|
(a) |
Adjusted to exclude the fiscal year 2017 and 2016 Restructuring Charges
|
· |
Journal Subscriptions revenue of $35 million due to the transition to time-based digital journal subscription agreements from issue-based;
|
· |
incremental revenue from the acquisition of Atypon of $19 million; and
|
· |
Author-Funded Access revenue growth of $7 million, reflecting new titles and increased business as well as growth associated with the Journal of American Heart Association.
|
· |
incremental costs associated with the Atypon acquisition of $8 million;
|
· |
higher royalty costs due to the transition to time-based digital journal subscription agreements of $5 million; and
|
· |
society title growth of $4 million.
|
· |
incremental costs associated with the Atypon acquisition of $10 million;
|
· |
higher content-related costs to support business growth of $4 million; and
|
· |
higher employment costs of $3 million, mainly higher incentive compensation and increased headcount.
|
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
|
%
|
(a) |
Adjusted to exclude the fiscal year 2017 and 2016 Restructuring Charges
|
2017
|
2016
|
% Change
|
% Change
w/o FX (a)
|
|||||||||||||
SOLUTIONS:
|
||||||||||||||||
Revenue:
|
||||||||||||||||
Education Services (OPM)
|
$
|
111,638
|
$
|
96,469
|
16
|
%
|
16
|
%
|
||||||||
Professional Assessment
|
59,868
|
57,370
|
4
|
%
|
5
|
%
|
||||||||||
Corporate Learning
|
60,086
|
50,692
|
19
|
%
|
20
|
%
|
||||||||||
Total Solutions Revenue
|
$
|
231,592
|
$
|
204,531
|
13
|
%
|
14
|
%
|
||||||||
Cost of Sales
|
(46,146
|
)
|
(36,055
|
)
|
28
|
%
|
29
|
%
|
||||||||
Gross Profit
|
$
|
185,446
|
$
|
168,476
|
10
|
%
|
10
|
%
|
||||||||
Gross Profit Margin
|
80.1
|
%
|
82.4
|
%
|
||||||||||||
Operating Expenses
|
(155,104
|
)
|
(149,741
|
)
|
4
|
%
|
4
|
%
|
||||||||
Amortization of Intangibles
|
(13,733
|
)
|
(13,701
|
)
|
—
|
1
|
%
|
|||||||||
Restructuring Charges (see Note 6)
|
(1,787
|
)
|
(1,042
|
)
|
||||||||||||
Contribution to Profit
|
$
|
14,822
|
$
|
3,992
|
271
|
%
|
224
|
%
|
||||||||
Contribution Margin
|
6.4
|
%
|
2.0
|
%
|
(a) |
Adjusted to exclude the fiscal year 2017 and 2016 Restructuring Charges
|
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
|
· |
Wiley anticipates low-single digit revenue growth in Research and Solutions offset by a low-single digit revenue decline in Publishing.
|
· |
Adjusted EPS is expected to decline primarily due to increased investment in revenue growth initiatives, particularly in Research and Education Services.
|
· |
Cash Provided by Operating Activities reflects the impact of growth investments and substantially lower gains in working capital.
|
· |
Capital Expenditures are expected to decline modestly with the completion of our headquarters transformation. Increased investment is expected in areas of product development and business optimization.
|
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
|
(1) |
Interest on Debt includes the effect of our interest rate swap agreements and the estimated future interest payments on our unhedged variable rate debt, assuming that the interest rates as of April 30, 2018 remain constant until the maturity of the debt
|
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
|
)
|
Year Ended April 30,
|
||||||||||||
2018
|
2017
|
2016
|
||||||||||
Net Cash Provided by Operating Activities
|
$
|
381,838
|
$
|
314,903
|
$
|
349,957
|
||||||
Less: Additions to Technology, Property, and Equipment
|
(114,225
|
)
|
(105,058
|
)
|
(86,399
|
)
|
||||||
Less: Product Development Spending
|
(36,503
|
)
|
(43,603
|
)
|
(44,578
|
)
|
||||||
Free Cash Flow less Product Development Spending
|
$
|
231,110
|
$
|
166,242
|
$
|
218,980
|
· |
a $40.7 million favorable impact on accounts payable from the timing of vendor payments;
|
· |
a $12.1 million favorable impact from lower employee retirement plan contributions; and
|
· |
a $15.7 million favorable impact on accounts receivable from the timing of customer payments.
|
· |
our investment in fiscal year 2017 in acquisitions of $125.9 million compared to no investments in fiscal year 2018. Fiscal year 2017 includes cash used for the acquisitions of Atypon ($121 million) and Ranku ($5 million), net of cash acquired;
|
· |
$60.4 million in proceeds we received in fiscal year 2017 related to the settlement of a foreign exchange forward contract that was entered into in fiscal year 2016 to manage foreign currency exposures on intercompany loans.
|
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
|
)
|
44
|
|
Financial Statements
|
|
46
|
|
47
|
|
48
|
|
49
|
|
50
|
|
Notes to Consolidated Financial Statements
|
|
51
|
|
51
|
|
57
|
|
58
|
|
58
|
|
58
|
|
59
|
|
59
|
|
60
|
|
60
|
|
62
|
|
65
|
|
66
|
|
67
|
|
67
|
|
70
|
|
73
|
|
73
|
|
75
|
|
Financial Statement Schedule
|
|
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
|
For the Years Ended April 30,
|
||||||||||||
2018
|
2017
|
2016
|
||||||||||
Net Income
|
$
|
192,186
|
$
|
113,643
|
$
|
145,782
|
||||||
Other Comprehensive Income (Loss):
|
||||||||||||
Foreign currency translation adjustment
|
67,639
|
(51,292
|
)
|
(21,066
|
)
|
|||||||
Unrealized retirement costs, net of tax benefit of $252, $3,286, and $8,807, respectively
|
(524
|
)
|
(11,097
|
)
|
(19,971
|
)
|
||||||
Unrealized gain (loss) on interest rate swaps, net of tax (provision) benefit of $(459), $(1,709), and $10, respectively
|
592
|
2,788
|
(16
|
)
|
||||||||
Total Other Comprehensive Income (Loss)
|
67,707
|
(59,601
|
)
|
(41,053
|
)
|
|||||||
Comprehensive Income
|
$
|
259,893
|
$
|
54,042
|
$
|
104,729
|
For the Years Ended April 30,
|
||||||||||||
2018
|
2017
|
2016
|
||||||||||
Operating Activities
|
||||||||||||
Net Income
|
$
|
192,186
|
$
|
113,643
|
$
|
145,782
|
||||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||||||
Amortization of intangibles
|
48,230
|
49,669
|
49,764
|
|||||||||
Amortization of product development spending
|
41,432
|
40,209
|
39,658
|
|||||||||
Depreciation of technology, property, and equipment
|
64,327
|
66,683
|
66,427
|
|||||||||
Restructuring charges
|
28,566
|
13,355
|
28,611
|
|||||||||
Deferred income tax benefit on U.K. rate changes
|
—
|
(2,575
|
)
|
(5,859
|
)
|
|||||||
Stock-based compensation expense
|
11,244
|
17,552
|
16,105
|
|||||||||
Excess tax benefits from stock-based compensation
|
—
|
(414
|
)
|
(1,027
|
)
|
|||||||
Employee retirement plan expense
|
7,388
|
13,169
|
14,323
|
|||||||||
Royalty advances
|
(122,602
|
)
|
(112,370
|
)
|
(110,135
|
)
|
||||||
Earned royalty advances
|
116,620
|
114,647
|
109,102
|
|||||||||
Impairment of publishing brand
|
3,600
|
—
|
—
|
|||||||||
Foreign currency gains (losses)
|
12,819
|
(421
|
)
|
(473
|
)
|
|||||||
Unfavorable tax litigation
|
—
|
49,029
|
—
|
|||||||||
One-time pension settlement
|
—
|
8,842
|
—
|
|||||||||
Other non-cash (credits) charges
|
(30,752
|
)
|
(6,450
|
)
|
1,936
|
|||||||
Income tax deposits
|
—
|
—
|
(1,151
|
)
|
||||||||
Changes in Operating Assets and Liabilities
|
||||||||||||
Accounts receivable, net
|
(14,209
|
)
|
(29,886
|
)
|
(14,456
|
)
|
||||||
Inventories
|
13,517
|
8,003
|
3,571
|
|||||||||
Accounts payable
|
16,543
|
(24,182
|
)
|
7,169
|
||||||||
Royalties payable
|
3,664
|
4,325
|
(3,172
|
)
|
||||||||
Deferred revenue
|
36,243
|
22,692
|
66,983
|
|||||||||
Income taxes payable
|
(565
|
)
|
19,479
|
(7,091
|
)
|
|||||||
Restructuring payments
|
(30,595
|
)
|
(22,854
|
)
|
(29,864
|
)
|
||||||
Other accrued liabilities
|
1,022
|
10,367
|
14,968
|
|||||||||
Employee retirement plan contributions
|
(27,550
|
)
|
(39,687
|
)
|
(34,214
|
)
|
||||||
Other
|
10,710
|
2,078
|
(7,000
|
)
|
||||||||
Net Cash Provided by Operating Activities
|
381,838
|
314,903
|
349,957
|
|||||||||
Investing Activities
|
||||||||||||
Product development spending
|
(36,503
|
)
|
(43,603
|
)
|
(44,578
|
)
|
||||||
Additions to technology, property, and equipment
|
(114,225
|
)
|
(105,058
|
)
|
(86,399
|
)
|
||||||
Acquisitions of publication rights and other
|
(26,683
|
)
|
(28,842
|
)
|
(20,418
|
)
|
||||||
Businesses acquired in purchase transactions, net of cash acquired
|
—
|
(125,924
|
)
|
—
|
||||||||
Proceeds from settlement of foreign exchange forward contracts
|
—
|
60,417
|
—
|
|||||||||
Net Cash Used in Investing Activities
|
(177,411
|
)
|
(243,010
|
)
|
(151,395
|
)
|
||||||
Financing Activities
|
||||||||||||
Repayment of long-term debt
|
(467,915
|
)
|
(923,007
|
)
|
(460,085
|
)
|
||||||
Repayment of short-term debt
|
—
|
—
|
(150,000
|
)
|
||||||||
Borrowing of long-term debt
|
459,304
|
683,000
|
415,000
|
|||||||||
Borrowing of short-term debt
|
—
|
—
|
50,000
|
|||||||||
Purchase of treasury shares
|
(39,688
|
)
|
(50,326
|
)
|
(69,977
|
)
|
||||||
Change in book overdrafts
|
(4,191
|
)
|
(214
|
)
|
1,725
|
|||||||
Cash dividends
|
(73,542
|
)
|
(71,545
|
)
|
(69,896
|
)
|
||||||
Debt financing costs
|
—
|
—
|
(3,362
|
)
|
||||||||
Net proceeds (payments) from exercise of stock options and other
|
29,201
|
15,506
|
(95
|
)
|
||||||||
Excess tax benefits from stock-based compensation
|
—
|
414
|
1,027
|
|||||||||
Net Cash Used in Financing Activities
|
(96,831
|
)
|
(346,172
|
)
|
(285,663
|
)
|
||||||
Effects of Exchange Rate Changes on Cash
|
3,661
|
(31,011
|
)
|
(6,534
|
)
|
|||||||
Cash and Cash Equivalents
|
||||||||||||
Increase/(Decrease) for year
|
111,257
|
(305,290
|
)
|
(93,635
|
)
|
|||||||
Balance at beginning of year
|
58,516
|
363,806
|
457,441
|
|||||||||
Balance at end of year
|
169,773
|
58,516
|
363,806
|
|||||||||
Cash Paid During the Year for
|
||||||||||||
Interest
|
$
|
12,221
|
$
|
15,733
|
$
|
15,050
|
||||||
Income taxes, net
|
$
|
48,709
|
$
|
33,674
|
$
|
38,579
|
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
|
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
|
)
|
· |
Excess income tax benefits and deficiencies from stock-based compensation are now recognized as a discrete item within the Provision for Income Taxes in the Consolidated Statements of Income, rather than Additional Paid-In-Capital on the Consolidated Statements of Financial Position, and amounted to $1.6 million for fiscal year 2018.
|
· |
Excess income tax benefits and deficiencies are no longer considered when applying the treasury stock method for computing diluted shares outstanding, which resulted in an increase in diluted shares outstanding of less than 0.1 million.
|
· |
Excess income tax benefits and deficiencies are now classified as an Operating Activity on the Consolidated Statements of Cash Flows. There were no excess tax benefits recorded in operating activities for fiscal year 2018, while $0.4 million were recorded in Financing Activities for fiscal year 2017.
|
· |
We have elected to continue estimating expected forfeitures in determining stock compensation expense each period.
|
2018
|
2017
|
2016
|
||||||||||
Weighted Average Shares Outstanding
|
57,181
|
57,531
|
58,253
|
|||||||||
Less: Unvested Restricted Shares
|
(138
|
)
|
(194
|
)
|
(255
|
)
|
||||||
Shares Used for Basic Earnings Per Share
|
57,043
|
57,337
|
57,998
|
|||||||||
Dilutive Effect of Stock Options and Other Stock Awards
|
845
|
862
|
736
|
|||||||||
Shares Used for Diluted Earnings Per Share
|
57,888
|
58,199
|
58,734
|
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
|
)
|
2018
|
2017
|
2016
|
Total Charges
Incurred to Date
|
|||||||||||||
Charges by Segment:
|
||||||||||||||||
Research
|
$
|
5,257
|
$
|
1,949
|
$
|
2,982
|
$
|
25,413
|
||||||||
Publishing
|
6,443
|
1,596
|
4,507
|
38,931
|
||||||||||||
Solutions
|
3,695
|
1,787
|
1,042
|
6,247
|
||||||||||||
Corporate Expenses
|
13,171
|
8,023
|
20,080
|
95,919
|
||||||||||||
Total Restructuring and Related Charges
|
$
|
28,566
|
$
|
13,355
|
$
|
28,611
|
$
|
166,510
|
||||||||
Charges (Credits) by Activity:
|
||||||||||||||||
Severance
|
$
|
27,213
|
$
|
8,386
|
$
|
16,443
|
$
|
114,803
|
||||||||
Process Reengineering Consulting
|
1,815
|
148
|
7,191
|
20,629
|
||||||||||||
Other Activities
|
(462
|
)
|
4,821
|
4,977
|
31,078
|
|||||||||||
Total Restructuring and Related Charges
|
$
|
28,566
|
$
|
13,355
|
$
|
28,611
|
$
|
166,510
|
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
|
2018
|
2017
|
2016
|
||||||||||
Capitalized Software Amortization Expense
|
$
|
45,449
|
$
|
48,343
|
$
|
49,642
|
||||||
Depreciation and Amortization Expense, Excluding Capitalized Software
|
18,878
|
18,340
|
16,785
|
|||||||||
Total Depreciation and Amortization Expense for Technology, Property, and Equipment
|
$
|
64,327
|
$
|
66,683
|
$
|
66,427
|
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
|
2016
|
||||||||||
Current Provision
|
||||||||||||
U.S. – Federal
|
$
|
(2,216
|
)
|
$
|
912
|
$
|
(5,365
|
)
|
||||
International
|
46,112
|
105,228
|
31,958
|
|||||||||
State and Local
|
961
|
100
|
1,657
|
|||||||||
Total Current Provision
|
$
|
44,857
|
$
|
106,240
|
$
|
28,250
|
||||||
Deferred Provision (Benefit)
|
||||||||||||
U.S. – Federal
|
$
|
(26,062
|
)
|
$
|
(13,852
|
)
|
$
|
6,625
|
||||
International
|
2,420
|
(15,330
|
)
|
(6,459
|
)
|
|||||||
State and Local
|
530
|
415
|
595
|
|||||||||
Total Deferred (Benefit) Provision
|
$
|
(23,112
|
)
|
$
|
(28,767
|
)
|
$
|
761
|
||||
Total Provision
|
$
|
21,745
|
$
|
77,473
|
$
|
29,011
|
2018
|
2017
|
2016
|
||||||||||
International
|
$
|
219,178
|
$
|
192,910
|
$
|
159,152
|
||||||
United States
|
(5,247
|
)
|
(1,794
|
)
|
15,641
|
|||||||
Total
|
$
|
213,931
|
$
|
191,116
|
$
|
174,793
|
2018
|
2017
|
2016
|
||||||||||
U.S. Federal Statutory Rate
|
30.4
|
%
|
35.0
|
%
|
35.0
|
%
|
||||||
German Tax Litigation Expense
|
—
|
25.7
|
—
|
|||||||||
Benefit from Lower Taxes on Non-U.S. Income
|
(8.4
|
)
|
(12.7
|
)
|
(14.6
|
)
|
||||||
State Income Taxes, Net of U.S. Federal Tax Benefit
|
0.4
|
0.1
|
0.8
|
|||||||||
U.S. Tax Reform
|
(11.7
|
)
|
—
|
—
|
||||||||
Deferred Tax Benefit From U.K. Statutory Tax Rate Change
|
—
|
(1.3
|
)
|
(3.4
|
)
|
|||||||
Tax Credits and Related Benefits
|
(1.7
|
)
|
(6.2
|
)
|
(1.6
|
)
|
||||||
Tax Adjustments and Other
|
1.2
|
(0.1
|
)
|
0.4
|
||||||||
Effective Income Tax Rate
|
10.2
|
%
|
40.5
|
%
|
16.6
|
%
|
· |
lowering the U.S. federal corporate income tax rate to 21% with a potentially lower rate for certain foreign derived income;
|
· |
accelerating deductions for certain business assets;
|
· |
changing the U.S. system from a worldwide tax system;
|
· |
requiring companies to pay a one-time transition tax on post-1986 unrepatriated cumulative non-U.S. earnings and profits ("E&P") of foreign subsidiaries;
|
· |
eliminating certain deductions such as the domestic production deduction;
|
· |
establishing limitations on the deductibility of certain expenses including interest and executive compensation; and
|
· |
creating new taxes on certain foreign earnings.
|
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
|
2018
|
2017
|
|||||||
Net Operating Losses
|
$
|
8,976
|
$
|
5,453
|
||||
Reserve for Sales Returns and Doubtful Accounts
|
2,506
|
8,331
|
||||||
Accrued Employee Compensation
|
20,096
|
34,305
|
||||||
Foreign and Federal Credits
|
31,109
|
15,472
|
||||||
Other Accrued Expenses
|
4,632
|
14,303
|
||||||
Retirement and Post-Employment Benefits
|
39,160
|
56,633
|
||||||
Total Gross Deferred Tax Assets
|
$
|
106,479
|
$
|
134,497
|
||||
Less Valuation Allowance
|
(8,811
|
)
|
(1,300
|
)
|
||||
Total Deferred Tax Assets
|
$
|
97,668
|
$
|
133,197
|
||||
Prepaid Expenses and Other Current Assets
|
$
|
(3,203
|
)
|
$
|
(16,385
|
)
|
||
Unremitted Foreign Earnings
|
(1,985
|
)
|
—
|
|||||
Intangible and Fixed Assets
|
(231,869
|
)
|
(272,008
|
)
|
||||
Total Deferred Tax Liabilities
|
$
|
(237,057
|
)
|
$
|
(288,393
|
)
|
||
Net Deferred Tax Liabilities
|
$
|
(139,389
|
)
|
$
|
(155,196
|
)
|
||
Reported As
|
||||||||
Non-current Deferred Tax Assets
|
$
|
4,129
|
$
|
5,295
|
||||
Non-current Deferred Tax Liabilities
|
(143,518
|
)
|
(160,491
|
)
|
||||
Net Deferred Tax Liabilities
|
$
|
(139,389
|
)
|
$
|
(155,196
|
)
|
2018
|
2017
|
2016
|
||||||||||
Minimum Rental
|
$
|
31,451
|
$
|
35,464
|
$
|
37,206
|
||||||
Less: Sublease Rentals
|
(708
|
)
|
(626
|
)
|
(597
|
)
|
||||||
Total
|
$
|
30,743
|
$
|
34,838
|
$
|
36,609
|
Fiscal Year
|
Amount
(in millions)
|
|||
2019
|
$
|
31.2
|
||
2020
|
28.9
|
|||
2021
|
25.5
|
|||
2022
|
21.0
|
|||
2023
|
16.2
|
|||
Thereafter
|
136.5
|
|||
Total
|
$
|
259.3
|
· |
Retirement Plan for the Employees of John Wiley & Sons, Canada was frozen effective December 31, 2015;
|
· |
Retirement Plan for the Employees of John Wiley & Sons, Ltd., a U.K. plan was frozen effective April 30, 2015 and;
|
· |
U.S. Employees' Retirement Plan, Supplemental Benefit Plan, and Supplemental Executive Retirement Plan, were frozen effective June 30, 2013.
|
2018
|
2017
|
2016
|
||||||||||||||||||||||
U.S.
|
Non-U.S.
|
U.S.
|
Non-U.S.
|
U.S.
|
Non-U.S.
|
|||||||||||||||||||
Service Cost
|
$
|
—
|
$
|
960
|
$
|
—
|
$
|
967
|
$
|
—
|
$
|
1,455
|
||||||||||||
Interest Cost
|
11,666
|
13,876
|
12,398
|
14,449
|
13,612
|
16,446
|
||||||||||||||||||
Expected Return on Plan Assets
|
(13,154
|
)
|
(26,385
|
)
|
(14,053
|
)
|
(21,173
|
)
|
(14,756
|
)
|
(25,088
|
)
|
||||||||||||
Net Amortization of Prior Service Cost
|
(154
|
)
|
57
|
(154
|
)
|
54
|
(154
|
)
|
55
|
|||||||||||||||
Recognized Net Actuarial Loss
|
2,289
|
3,832
|
2,622
|
2,553
|
2,240
|
2,475
|
||||||||||||||||||
Curtailment/Settlement Loss
|
-
|
19
|
8,842
|
—
|
1,857
|
—
|
||||||||||||||||||
Net Pension Expense (Income)
|
$
|
647
|
$
|
(7,641
|
)
|
$
|
9,655
|
$
|
(3,150
|
)
|
$
|
2,799
|
$
|
(4,657
|
)
|
|||||||||
Discount Rate
|
4.1
|
%
|
2.6
|
%
|
4.0
|
%
|
3.5
|
%
|
4.2
|
%
|
3.5
|
%
|
||||||||||||
Rate of Compensation Increase
|
N/A
|
3.0
|
%
|
N/A
|
3.0
|
%
|
N/A
|
3.0
|
%
|
|||||||||||||||
Expected Return on Plan Assets
|
6.8
|
%
|
6.5
|
%
|
6.8
|
%
|
6.7
|
%
|
6.8
|
%
|
6.7
|
%
|
U.S.
|
Non-U.S.
|
Total
|
||||||||||
Actuarial Loss
|
$
|
1,905
|
$
|
3,998
|
$
|
5,903
|
||||||
Prior Service Cost
|
(154
|
)
|
61
|
(93
|
)
|
|||||||
Total
|
$
|
1,751
|
$
|
4,059
|
$
|
5,810
|
|
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.
|
2018
|
2017
|
|||||||||||||||||||||||
Level 1
|
Level 2
|
Total
|
Level 1
|
Level 2
|
Total
|
|||||||||||||||||||
U.S. Plan Assets
|
||||||||||||||||||||||||
Investments measured at NAV:
|
||||||||||||||||||||||||
Global Equity Securities: Limited Partnership
|
$
|
95,933
|
$
|
91,397
|
||||||||||||||||||||
Fixed Income Securities: Commingled Trust Funds
|
100,295
|
95,922
|
||||||||||||||||||||||
Other: Real Estate Commingled Trust Fund
|
8,755
|
12,682
|
||||||||||||||||||||||
Total Assets at NAV
|
$
|
204,983
|
$
|
200,001
|
||||||||||||||||||||
Non-U.S. Plan Assets
|
||||||||||||||||||||||||
Equity Securities:
|
||||||||||||||||||||||||
U.S. Equities
|
$
|
—
|
$
|
31,203
|
$
|
31,203
|
$
|
—
|
$
|
28,598
|
$
|
28,598
|
||||||||||||
Non-U.S. Equities
|
—
|
96,387
|
96,387
|
—
|
85,961
|
85,961
|
||||||||||||||||||
Balanced Managed Funds
|
—
|
91,743
|
91,743
|
10,196
|
69,453
|
79,649
|
||||||||||||||||||
Fixed Income Securities: Commingled Funds
|
—
|
197,804
|
197,804
|
—
|
187,797
|
187,797
|
||||||||||||||||||
Other:
|
||||||||||||||||||||||||
Real Estate/Other
|
—
|
549
|
549
|
—
|
489
|
489
|
||||||||||||||||||
Cash and Cash Equivalents
|
1,762
|
—
|
1,762
|
7,639
|
—
|
7,639
|
||||||||||||||||||
Total Non-U.S. Plan Assets
|
$
|
1,762
|
$
|
417,686
|
$
|
419,448
|
$
|
17,835
|
$
|
372,298
|
$
|
390,133
|
||||||||||||
Total Plan Assets
|
$
|
1,762
|
$
|
417,686
|
$
|
624,431
|
$
|
17,835
|
$
|
372,298
|
$
|
590,134
|
Fiscal Year
|
U.S.
|
Non-U.S.
|
Total
|
|||||||||
2019
|
$
|
15,435
|
$
|
8,489
|
$
|
23,924
|
||||||
2020
|
15,589
|
9,657
|
25,246
|
|||||||||
2021
|
14,322
|
10,535
|
24,857
|
|||||||||
2022
|
14,550
|
12,109
|
26,659
|
|||||||||
2023
|
14,947
|
12,619
|
27,566
|
|||||||||
2024-2028
|
75,428
|
75,332
|
150,760
|
|||||||||
Total
|
$
|
150,271
|
$
|
128,741
|
$
|
279,012
|
2016
|
||||
Fair Value of Options on Grant Date
|
$
|
14.77
|
||
|
||||
Weighted Average assumptions:
|
||||
Expected Life of Options (years)
|
7.2
|
|||
Risk-Free Interest Rate
|
2.1
|
%
|
||
Expected Volatility
|
29.7
|
%
|
||
Expected Dividend Yield
|
2.1
|
%
|
||
Fair Value of Common Stock on Grant Date
|
$
|
55.99
|
2018
|
2017
|
2016
|
||||||||||||||||||||||||||||||
Number
of Options
(in 000's)
|
Weighted
Average
Exercise Price
|
Weighted Average
Remaining Term
(in years)
|
Aggregate
Intrinsic Value
(in millions)
|
Number
of Options
(in 000's)
|
Weighted
Average
Exercise Price
|
Number
of Options
(in 000's)
|
Weighted
Average
Exercise Price
|
|||||||||||||||||||||||||
Outstanding at Beginning of Year
|
1,429
|
$
|
47.39
|
1,966
|
$
|
46.62
|
1,921
|
$
|
45.50
|
|||||||||||||||||||||||
Granted
|
—
|
$
|
—
|
—
|
$
|
—
|
166
|
$
|
55.99
|
|||||||||||||||||||||||
Exercised
|
(788
|
)
|
$
|
45.97
|
(469
|
)
|
$
|
43.74
|
(103
|
)
|
$
|
40.22
|
||||||||||||||||||||
Expired or Forfeited
|
(30
|
)
|
$
|
54.24
|
(68
|
)
|
$
|
49.91
|
(18
|
)
|
$
|
51.02
|
||||||||||||||||||||
Outstanding at End of Year
|
611
|
$
|
48.88
|
3.3
|
$
|
10.4
|
1,429
|
$
|
47.39
|
1,966
|
$
|
46.62
|
||||||||||||||||||||
Exercisable at End of Year
|
530
|
$
|
47.43
|
4.2
|
$
|
9.8
|
1,064
|
$
|
46.04
|
1,140
|
$
|
45.22
|
||||||||||||||||||||
Vested and Expected to Vest in the Future at April 30
|
599
|
$
|
48.90
|
3.3
|
$
|
10.2
|
1,249
|
$
|
45.88
|
1,925
|
$
|
46.61
|
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
|
|||||||||||||||||
$
|
35.04
|
11
|
1.2
|
$
|
35.04
|
11
|
$
|
35.04
|
||||||||||||||
$
|
39.53 to $40.02
|
226
|
3.1
|
$
|
39.62
|
226
|
$
|
39.62
|
||||||||||||||
$
|
47.55 to $49.55
|
130
|
3.0
|
$
|
48.71
|
130
|
$
|
48.71
|
||||||||||||||
$
|
55.99 to $59.70
|
244
|
3.8
|
$
|
58.12
|
163
|
$
|
58.05
|
||||||||||||||
Total/Average
|
611
|
3.3
|
$
|
48.88
|
530
|
$
|
47.43
|
2018
|
2017
|
2016
|
||||||||||||||
Restricted
Shares
|
Weighted Average
Grant Date Value
|
Restricted
Shares
|
Restricted
Shares
|
|||||||||||||
Nonvested Shares at Beginning of Year
|
913
|
$
|
51.85
|
915
|
752
|
|||||||||||
Granted
|
525
|
$
|
53.59
|
509
|
289
|
|||||||||||
Change in Shares Due to Performance
|
(107
|
)
|
$
|
55.70
|
(67
|
)
|
86
|
|||||||||
Vested and Issued
|
(318
|
)
|
$
|
49.47
|
(267
|
)
|
(154
|
)
|
||||||||
Forfeited
|
(152
|
)
|
$
|
52.40
|
(177
|
)
|
(58
|
)
|
||||||||
Nonvested Shares at End of Year
|
861
|
$
|
53.22
|
913
|
915
|
|
Research;
|
|
Publishing; and
|
|
Solutions
|
For the Years Ended April 30,
|
||||||||||||
2018
|
2017
|
2016
|
||||||||||
Revenue:
|
||||||||||||
Research
|
$
|
934,395
|
$
|
853,489
|
$
|
826,778
|
||||||
Publishing
|
617,648
|
633,449
|
695,728
|
|||||||||
Solutions
|
244,060
|
231,592
|
204,531
|
|||||||||
Total Revenue
|
$
|
1,796,103
|
$
|
1,718,530
|
$
|
1,727,037
|
||||||
Contribution to Profit:
|
||||||||||||
Research
|
$
|
275,480
|
$
|
252,228
|
$
|
252,110
|
||||||
Publishing
|
123,917
|
125,703
|
126,058
|
|||||||||
Solutions
|
22,099
|
14,822
|
3,992
|
|||||||||
Total Contribution to Profit
|
$
|
421,496
|
$
|
392,753
|
$
|
382,160
|
||||||
Corporate Expenses
|
(181,961
|
)
|
(186,600
|
)
|
(194,047
|
)
|
||||||
Operating Income
|
$
|
239,535
|
$
|
206,153
|
$
|
188,113
|
For the Years Ended April 30,
|
||||||||||||
Total Revenue by Product/Service
|
2018
|
2017
|
2016
|
|||||||||
Journals Subscriptions
|
$
|
677,685
|
$
|
639,720
|
$
|
622,305
|
||||||
Open Access
|
41,997
|
30,633
|
25,671
|
|||||||||
Licensing, Reprints, Backfiles, and Other (Research segment)
|
181,806
|
164,070
|
178,802
|
|||||||||
Publishing Technology Services (Atypon)
|
32,907
|
19,066
|
—
|
|||||||||
STM and Professional Publishing
|
287,315
|
291,255
|
330,984
|
|||||||||
Education Publishing
|
187,178
|
196,343
|
229,989
|
|||||||||
Course Workflow (WileyPLUS)
|
59,475
|
62,348
|
58,519
|
|||||||||
Test Preparation and Certification
|
35,534
|
35,609
|
28,115
|
|||||||||
Licensing, Distribution, Advertising, and Other (Publishing segment)
|
48,146
|
47,894
|
48,121
|
|||||||||
Education Services (OPM)
|
119,131
|
111,638
|
96,469
|
|||||||||
Professional Assessment
|
61,094
|
59,868
|
57,370
|
|||||||||
Corporate Learning
|
63,835
|
60,086
|
50,692
|
|||||||||
Total
|
$
|
1,796,103
|
$
|
1,718,530
|
$
|
1,727,037
|
||||||
Total Assets
|
||||||||||||
Research
|
$
|
1,238,178
|
$
|
1,133,846
|
$
|
1,235,609
|
||||||
Publishing
|
575,033
|
582,339
|
672,987
|
|||||||||
Solutions
|
563,489
|
575,068
|
439,554
|
|||||||||
Corporate
|
462,751
|
314,964
|
572,946
|
|||||||||
Total
|
$
|
2,839,451
|
$
|
2,606,217
|
$
|
2,921,096
|
||||||
Expenditures for Long Lived Assets
|
||||||||||||
Research
|
$
|
(7,538
|
)
|
$
|
(154,189
|
)
|
$
|
(20,418
|
)
|
|||
Publishing
|
(23,666
|
)
|
(29,420
|
)
|
(35,966
|
)
|
||||||
Solutions
|
(16,786
|
)
|
(21,210
|
)
|
(23,344
|
)
|
||||||
Corporate
|
(102,738
|
)
|
(98,608
|
)
|
(71,667
|
)
|
||||||
Total
|
$
|
(150,728
|
)
|
$
|
(303,427
|
)
|
$
|
(151,395
|
)
|
|||
Depreciation and Amortization
|
||||||||||||
Research
|
$
|
33,655
|
$
|
29,330
|
$
|
26,410
|
||||||
Publishing
|
39,495
|
43,831
|
47,108
|
|||||||||
Solutions
|
27,703
|
26,792
|
22,927
|
|||||||||
Corporate
|
53,136
|
56,608
|
59,404
|
|||||||||
Total
|
$
|
153,989
|
$
|
156,561
|
$
|
155,849
|
Revenue
|
Long-Lived Assets
(Technology, Property and Equipment)
|
|||||||||||||||||||||||
2018
|
2017
|
2016
|
2018
|
2017
|
2016
|
|||||||||||||||||||
United States
|
$
|
913,852
|
$
|
786,574
|
$
|
884,185
|
$
|
249,542
|
$
|
208,572
|
$
|
166,878
|
||||||||||||
United Kingdom
|
147,406
|
189,479
|
153,442
|
20,955
|
21,368
|
23,246
|
||||||||||||||||||
Germany
|
98,404
|
75,090
|
69,676
|
9,259
|
8,770
|
9,629
|
||||||||||||||||||
Japan
|
81,572
|
62,674
|
76,930
|
72
|
75
|
35
|
||||||||||||||||||
Australia
|
78,270
|
66,309
|
78,786
|
1,454
|
591
|
1,041
|
||||||||||||||||||
China
|
53,076
|
39,653
|
52,815
|
229
|
270
|
244
|
||||||||||||||||||
Canada
|
55,568
|
50,740
|
50,243
|
3,635
|
1,232
|
1,617
|
||||||||||||||||||
France
|
51,826
|
44,760
|
49,970
|
635
|
335
|
2,211
|
||||||||||||||||||
India
|
41,637
|
34,306
|
38,208
|
1,437
|
245
|
234
|
||||||||||||||||||
Other Countries
|
274,492
|
368,945
|
272,782
|
2,716
|
1,600
|
2,329
|
||||||||||||||||||
Total
|
$
|
1,796,103
|
$
|
1,718,530
|
$
|
1,727,037
|
$
|
289,934
|
$
|
243,058
|
$
|
207,464
|
Amounts in millions, except per share data
|
2018
|
2017
|
||||||
Revenue
|
||||||||
First Quarter
|
$
|
411.4
|
$
|
404.3
|
||||
Second Quarter
|
451.7
|
425.6
|
||||||
Third Quarter
|
455.7
|
436.4
|
||||||
Fourth Quarter
|
477.3
|
452.2
|
||||||
Fiscal Year
|
$
|
1,796.1
|
$
|
1,718.5
|
||||
Gross Profit
|
||||||||
First Quarter
|
$
|
296.7
|
$
|
290.8
|
||||
Second Quarter
|
331.9
|
314.0
|
||||||
Third Quarter
|
330.5
|
320.1
|
||||||
Fourth Quarter
|
351.8
|
332.9
|
||||||
Fiscal Year
|
$
|
1,310.9
|
$
|
1,257.8
|
||||
Operating Income
|
||||||||
First Quarter
|
$
|
14.5
|
$
|
43.8
|
||||
Second Quarter
|
82.8
|
47.7
|
||||||
Third Quarter
|
67.4
|
51.2
|
||||||
Fourth Quarter
|
74.8
|
63.5
|
||||||
Fiscal Year
|
$
|
239.5
|
$
|
206.2
|
||||
Net Income
|
||||||||
First Quarter
|
$
|
9.2
|
$
|
31.0
|
||||
Second Quarter
|
60.0
|
(11.5
|
)
|
|||||
Third Quarter
|
68.8
|
47.4
|
||||||
Fourth Quarter
|
54.2
|
46.7
|
||||||
Fiscal Year
|
$
|
192.2
|
$
|
113.6
|
2018
|
2017
|
|||||||||||||||
Basic
|
Diluted
|
Basic
|
Diluted
|
|||||||||||||
Earnings Per Share
(1)
|
||||||||||||||||
First Quarter
|
$
|
0.16
|
$
|
0.16
|
$
|
0.54
|
$
|
0.53
|
||||||||
Second Quarter
|
1.06
|
1.04
|
(0.20
|
)
|
(0.20
|
)
|
||||||||||
Third Quarter
|
1.21
|
1.19
|
0.83
|
0.82
|
||||||||||||
Fourth Quarter
|
0.95
|
0.93
|
0.82
|
0.81
|
||||||||||||
Fiscal Year
|
$
|
3.37
|
$
|
3.32
|
$
|
1.98
|
$
|
1.95
|
(1) |
The sum of the quarterly earnings per share amounts may not agree to the respective annual amounts due to rounding.
|
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Plan Category
|
Number of
Securities to be
Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
(1)
|
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
Number of
Securities Remaining
Available for Future
Issuance Under Equity
Compensation Plans
(2)
|
|||||||||
Equity compensation plans approved by shareholders
|
1,472,520
|
$
|
48.88
|
4,791,733
|
(1)
|
This amount includes the following awards issued under the 2014 Key Employee Stock Plan:
|
|
611,418 shares issuable upon the exercise of outstanding stock options with a weighted average exercise price of $48.88
|
|
861,102 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.
|
(2)
|
Per the terms of the 2014 Key Employee Stock Plan ("Plan"), a total of 6,500,000 shares shall be authorized for awards granted under the Plan, less one (1) share for every one (1) share that was subject to an option or stock appreciation right granted after April 30, 2014 under the 2009 Key Employee Stock Plan and 1.76 Shares for every one (1) share that was subject to an award other than an option or stock appreciation right granted after April 30, 2014 under the 2009 Key Employee Stock Plan. Any shares that are subject to options or stock appreciation rights shall be counted against this limit as one (1)
share for every one (1) share granted, and any shares that are subject to awards other than options or stock appreciation rights shall be counted against this limit as 1.76
Shares for every one (1) share granted. After the Effective Date of the Plan, no awards may be granted under the 2009 Key Employee Stock Plan.
|
(a)
|
See Index to Consolidated Financial Statements and Schedule of this Annual Report on Form 10-K and are filed as part of this report.
|
(b)
|
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, 1996).
|
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
*
|
Amended and Restated By-Laws dated as of September 2007
|
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
|
|
10.8
|
Resolution amending the Supplemental Executive Retirement Plan to Cease Accruals and Freeze Participation effective June 30, 2013
(incorporated by reference to the Company's Report on Form 10-K for the year ended April 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
(incorporated by reference to the Company's Report on Form 10-K for the year ended April 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
(incorporated by reference to the Company's Report on Form 10-K for the year ended April 30, 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).
|
Form of the Fiscal Year 2019 Qualified Executive Long Term Incentive Plan.
|
|
Form of the Fiscal Year 2019 Qualified Executive Annual Incentive Plan.
|
|
Form of the Fiscal Year 2019 Executive Annual Strategic Milestones Incentive Plan.
|
|
10.17
|
Form of the Fiscal Year 2018 Qualified Executive Long Term Incentive Plan
(incorporated by reference to the Company's Report on Form 10-K for the year ended April 30, 2017).
|
10.18
|
Form of the Fiscal Year 2018 Qualified Executive Annual Incentive Plan
(incorporated by reference to the Company's Report on Form 10-K for the year ended April 30, 2017).
|
10.19
|
Form of the Fiscal Year 2018 Executive Annual Strategic Milestones Incentive Plan
(incorporated by reference to the Company's Report on Form 10-K for the year ended April 30, 2017).
|
10.20
|
Form of the Fiscal Year 2017 Qualified Executive Long Term Incentive Plan
(incorporated by reference to the Company's Report on Form 10-K for the year ended April 30, 2016).
|
10.21
|
Form of the Fiscal Year 2017 Qualified Executive Annual Incentive Plan
(incorporated by reference to the Company's Report on Form 10-K for the year ended April 30, 2016).
|
10.22
|
Form of the Fiscal Year 2017 Executive Annual Strategic Milestones Incentive Plan
(incorporated by reference to the Company's Report on Form 10-K for the year ended April 30, 2016).
|
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 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).
|
10.26
|
Separation and Release Agreement, effective June 9, 2017, between Mark Allin, former President and Chief Executive Officer and the Company
(incorporated by reference to the Company's Report on Form 10-Q for the period ended July 31, 2017).
|
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
|
Addendum to the Employment Agreement, effective June 26, 2017, between John A. Kritzmacher, and the Company
(incorporated by reference to the Company's Report on Form 10-Q for the period ended July 31, 2017).
|
10.29
|
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).
|
10.30
|
Employment Letter dated May 11, 2017 between Matthew Kissner, Interim President and Chief Executive Officer and Chairman of the Board and the Company
(incorporated by reference to the Company's Report on Form 10-Q for the period ended July 31, 2017).
|
10.31
|
Employment Letter dated October 12, 2017 between Brian A. Napack, President and Chief Executive Officer, and the Company
(incorporated by reference to the Company's Report on Form 10-Q for the period ended October 31, 2017).
|
12.1
*
|
Computation of Ratio of Earnings to Fixed Charges.
|
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.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
* |
Filed herewith
|
Description
|
Balance at
Beginning of Period
|
Charged to
Expenses and Other
|
Deductions
From Reserves
(2)
|
Balance at
End of Period
|
||||||||||||
Year Ended April 30, 2018
|
||||||||||||||||
Allowance for Sales Returns
(1)
|
$
|
24,300
|
$
|
(3,486
|
)
|
$
|
2,186
|
$
|
18,628
|
|||||||
Allowance for Doubtful Accounts
|
$
|
7,186
|
$
|
5,439
|
$
|
2,518
|
$
|
10,107
|
||||||||
Allowance for Inventory Obsolescence
|
$
|
21,096
|
$
|
9,182
|
$
|
12,085
|
$
|
18,193
|
||||||||
Year Ended April 30, 2017
|
||||||||||||||||
Allowance for Sales Returns
(1)
|
$
|
19,861
|
$
|
53,482
|
$
|
49,043
|
$
|
24,300
|
||||||||
Allowance for Doubtful Accounts
|
$
|
7,254
|
$
|
2,913
|
$
|
2,981
|
$
|
7,186
|
||||||||
Allowance for Inventory Obsolescence
|
$
|
21,968
|
$
|
9,538
|
$
|
10,410
|
$
|
21,096
|
||||||||
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
|
(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 Royalties Payable (See Note 2).
|
(2) |
Deductions from reserves include foreign exchange translation adjustments, accounts written off, less recoveries and items removed from inventory.
|
JOHN WILEY & SONS, INC.
|
|||
(Company)
|
|||
Dated: June 29, 2018
|
By:
|
/s/ Brian A. Napack
|
|
Brian A. Napack
|
|||
President and Chief Executive Officer
|
Signatures
|
Titles
|
Dated
|
|||
/s/ Brian A. Napack
|
President and Chief Executive Officer and
|
June 29, 2018
|
|||
Brian A. Napack
|
Director
|
||||
/s/ John A. Kritzmacher
|
Chief Financial Officer and
|
June 29, 2018
|
|||
John A. Kritzmacher
|
Executive Vice President, Operations
|
||||
/s/ Christopher F. Caridi
|
Senior Vice President, Corporate Controller and
|
June 29, 2018
|
|||
Christopher F. Caridi
|
Chief Accounting Officer
|
||||
/s/ Matthew S. Kissner
|
Chairman of the Board
|
June 29, 2018
|
|||
Matthew S. Kissner
|
|||||
/s/ Jesse C. Wiley
|
Manager, Business Development Client Solutions and
|
June 29, 2018
|
|||
Jesse C. Wiley
|
Director
|
||||
/s/ William J. Pesce
|
Director
|
June 29, 2018
|
|||
William J. Pesce
|
|||||
/s/ William B. Plummer
|
Director
|
June 29, 2018
|
|||
William B. Plummer
|
|||||
/s/ Mari J. Baker
|
Director
|
June 29, 2018
|
|||
Mari J. Baker
|
|||||
/s/ David C. Dobson
|
Director
|
June 29, 2018
|
|||
David C. Dobson
|
|||||
/s/ Raymond W. McDaniel, Jr.
|
Director
|
June 29, 2018
|
|||
Raymond W. McDaniel, Jr.
|
|||||
/s/ George D. Bell
|
Director
|
June 29, 2018
|
|||
George D. Bell
|
|||||
/s/ Laurie A. Leshin
|
Director
|
June 29, 2018
|
|||
Laurie A. Leshin
|
|||||
/s/ William Pence
|
Director
|
June 29, 2018
|
|||
William Pence
|
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:
|
1.
|
The number of shares to constitute such series and the distinctive designations thereof;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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.
|
5.
|
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;
|
6.
|
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;
|
7.
|
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.
|
(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.
|
Section
|
Subject
|
Page
|
I.
|
Definitions
|
2
|
II.
|
Plan Objectives
|
3
|
III.
|
Eligibility
|
3
|
IV.
|
Performance Targets and Measurement
|
4
|
V.
|
Performance Evaluation
|
4
|
VI.
|
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
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 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 performance share unit award
.
|
·
|
The
Committee
may, in its sole discretion, reduce a
participant
's payout to any level it deems appropriate.
|
A.
|
Performance share units
, equal to 60% of a
participant
's
target incentive,
shall be determined at the beginning of the
plan period.
|
B.
|
The
plan-end adjusted performance share unit award
will be compared to the
performance share units
targeted at the beginning of the
plan period
, and the appropriate amount of
performance share units
will be awarded or forfeited, as required, to bring the
performance share units
award to the number of shares designated as the
plan-end
adjusted performance share unit award
.
|
A.
|
Normal Payout
.
Plan-end adjusted performance 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.
|
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
performance share unit
grant agreement, following the end of the
plan period
but prior to full vesting of the
plan-end adjusted performance share unit awards
, such
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 performance 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
performance share units
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
|
4
|
VI.
|
Payouts
|
5
|
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 year
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 year,
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
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.
|
If the
payout
for the
Company
is higher than the payout for the other
business units
, the
payout
for the
Company
will be reduced to the level of the highest
business unit
payout
.
|
e.
|
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 year.
|
B.
|
In the event of a
participant's
death, disability, retirement or leave of absence prior to the
payout
for the
plan year
, 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
payout
for 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 is hired or promoted into an eligible position during the
plan year
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
|
4
|
III.
|
Eligibility
|
4
|
IV.
|
Performance Objectives and Measurement
|
4
|
V.
|
Performance Evaluation
|
4
|
VI.
|
Payouts
|
5
|
VII.
|
Administration and Other Matters
|
6
|
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 employees 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
an
achievement level
and a
payout factor
between 0 and 150% 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
.
|
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
payout
for 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
payout
for 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.
|
Year Ended April 30,
|
||||||||||||||||||||
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||||||||
(In thousands)
|
||||||||||||||||||||
Earnings available to covered fixed charges:
|
||||||||||||||||||||
Income before taxes
|
$
|
213,931
|
$
|
191,116
|
$
|
174,793
|
$
|
225,461
|
$
|
195,534
|
||||||||||
Total fixed charges
|
23,653
|
28,641
|
28,985
|
30,194
|
27,423
|
|||||||||||||||
Amortization of capitalized interest
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
Capitalized interest
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
Earnings available to cover fixed charges
|
$
|
237,584
|
$
|
219,757
|
$
|
203,778
|
$
|
255,655
|
$
|
222,957
|
||||||||||
Fixed charges:
|
||||||||||||||||||||
Interest expense
|
$
|
13,274
|
$
|
16,938
|
$
|
16,707
|
$
|
17,077
|
$
|
13,916
|
||||||||||
Capitalized interest
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
Interest component of rental expense (1)
|
10,379
|
11,703
|
12,278
|
13,117
|
13,507
|
|||||||||||||||
Total fixed charges
|
$
|
23,653
|
$
|
28,641
|
$
|
28,985
|
$
|
30,194
|
$
|
27,423
|
||||||||||
Ratio of earnings to fixed charges
|
10.0
|
x
|
7.7
|
x
|
7.0
|
x
|
8.5
|
x
|
8.1
|
x
|
(1) |
The interest component of rental expense has been determined to be approximately 33% of rental expense.
|
SUBSIDIARIES OF JOHN WILEY & SONS, INC.
(1)
|
|
As of April 30, 2018
|
|
Jurisdiction In Which Incorporated
|
|
John Wiley & Sons International Rights, Inc.
|
Delaware
|
Wiley edu, LLC
|
Delaware
|
Wiley Periodicals, Inc.
|
Delaware
|
Wiley Publishing Services, Inc.
|
Delaware
|
Wiley Subscription Services, Inc.
|
Delaware
|
Inscape Publishing LLC
|
Delaware
|
Profiles International, LLC
|
Texas
|
Atypon Systems LLC
|
Delaware
|
Atypon Systems Ltd UK
|
United Kingdom
|
Wiley India Private Ltd.
|
India
|
Wiley APAC Services LLP
|
India
|
WWL LLC
|
Delaware
|
John Wiley & Sons Rus LLC
|
Russia
|
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
|
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
|
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 HK2 Limited
|
Hong Kong
|
(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/ Brian A. Napack
|
||
Brian A. Napack
|
|||
President and Chief Executive Officer
|
|||
Dated: June 29, 2018
|
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, Operations
|
|||
Dated: June 29, 2018
|
(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/ Brian A. Napack
|
||
Brian A. Napack
|
|||
President and Chief Executive Officer
|
|||
Dated: June 29, 2018
|
(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, Operations
|
|||
Dated: June 29, 2018
|