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Indicate by check mark if disclosure of delinquent filerspursuant to Item 405 of Regulation S-K is not contained herein, and will not becontained, to the best of Registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-K or any amendmentto this Form 10-K. [X]Indicate by check mark whether the Registrant is an acceleratedfiler (as defined in Exchange Act Rule 12b-2). Yes X No _The aggregate market value of the Common Stock, par value$0.01, held by non-affiliates as of August 1, 2003, was approximately $877,689,000.As of such date, non-affiliates held no shares of the Class A Stock, $0.01 par value.There is no active market for the Class A Stock.The number of shares outstanding of each class of the Registrant’svoting stock as of August 1, 2003 was as follows: 37,609,332 shares of Common Stockand 1,656,200 shares of Class A Stock. Documents Incorporated By ReferencePart III incorporates certain information by referencefrom the Registrant’s definitive proxy statement for the Annual Meeting ofStockholders to be held September 23, 2003. Part IItem 1 BusinessOverviewScholastic Corporation (together with its subsidiaries, “Scholastic”or the “Company”) is a global children’s publishing and media company.The Company believes that it is the world’s largest publisher and distributorof children’s books. Scholastic creates quality educational and entertainingmaterials and products for use in school and at home, including children’sbooks, textbooks, magazines, technology-based products, teacher materials, televisionprogramming, film, videos and toys. The Company distributes its products and servicesthrough a variety of channels, including school-based book clubs, school-based bookfairs, school-based and direct-to-home continuity programs, retail stores, schools,libraries and television networks. The Company’s Website, Scholastic.com, isa leading site for teachers, classrooms and parents, and an award-winning destinationfor children. With the June 2000 acquisition of Grolier Incorporated (“Grolier”),the Company became the leading operator in the United States of direct-to-home bookclubs primarily serving children age five and under, and the leading print and on-linepublisher of children’s reference and non-fiction products sold primarily toUnited States school libraries. Internationally, Scholastic has long-establishedoperations in Canada, the United Kingdom, Australia and New Zealand, and newer operationsin Argentina, Hong Kong, India, Ireland and Mexico. The Grolier acquisition expandedthe Company’s international operations in Canada, the United Kingdom, Australiaand Southeast Asia.During its 83 years of operation, Scholastic has emphasizedquality products and a dedication to learning. Scholastic Corporation was incorporatedunder the laws of Delaware in 1986 and, through predecessor entities, has been inbusiness since 1920. Grolier, through its predecessor entities, has been in businesssince 1895.Operating Segments The Company categorizes its businesses into four operating segments:Children’s Book Publishing and Distribution; Educational Publishing; Media,Licensing and Advertising (which collectively represent the Company’sdomestic operations); and International. This classification reflectsthenature of products and services consistent with the method by which the Company’schief operating decision-maker assesses operating performance and allocates resources.During the three-year period ended May 31, 2003, Scholastic’s revenues havegrown at an average annual compounded rate of 11.8%, including the Grolier acquisition,and 4.7%, excluding the Grolier acquisition. The following table sets forth revenuesby operating segment for the three fiscal years ended May 31: (Amountsin millions) 2003 2002 2001 Children’sBook Publishing andDistribution $ 1,189.9 $ 1,168.6 $ 1,221.9 EducationalPublishing 325.9 316.9 311.2 Media, Licensing and Advertising 123.5 129.8 132.5 International 319.0 301.7 296.7 Total $ 1,958.3 $ 1,917.0 $ 1,962.3 Reported revenues include Grolier’s operations since June22, 2000, the date of acquisition. Additional financial information covering theCompany’s operating segments is included in Note 2 of Notes to ConsolidatedFinancial Statements in Item 8, which is incorporated herein by reference. Certainrevenues and expenses related to the Company’s Internet activities have beenreallocated to reflect the transition from a developing platform previously includedin the Media, Licensing and Advertising segment to operational systems includedin the Children’s Book Publishing and Distribution and EducationalPublishing segments. Prior year segment results have been restated to reflectthis reclassification.CHILDREN’S BOOK PUBLISHINGAND DISTRIBUTION(60.8% of fiscal 2003 revenues)GeneralThe Company’s Children’s Book Publishing andDistribution segment includes the publication and distribution of children’sbooks in the United States through school-based book clubs and book fairs, school-basedand direct-to-home continuity programs and the trade channel. 1The Company believes it is the largest publisher and distributor of children’s books and is the largest operator of school-based book clubs and school-based book fairs in the United States. The Company is also a leading publisher of children’s books distributed through the trade channel and the leading distributor in the United States of children’s books through direct-to-home continuity programs primarily for children ages five and younger. In fiscal 2003, the Company distributed in excess of 320 million children’s books in the United States. Scholastic offers abroad range of quality children’s literature. Many of the Company’s bookshave received awards for excellence in children’s literature, includingtheCaldecott and Newbery awards. The Company obtains titles for sale through its distributionchannels from three principal sources. The first source for titles is the Company’spublication of books written under exclusive publication agreements with authors,book packagers or other media companies. Scholastic generally owns the rights tosell these titles in all United States channels of distribution. Scholastic’ssecond source of titles is licenses to publish books exclusively in specified channelsof distribution, including reprints of books originally published by other publishers,for which the Company acquires rights to sell in the school market, and licensesto publish books for exclusive sale in direct-to-home continuity programs. Thethird source of titles is the Company’s purchase of finished books from otherpublishers to be sold in the school market. At May 31, 2003, the Company’sactive backlist (a list of titles published as new titles in prior years) includedmore than 6,000 titles.School-Based Book ClubsScholastic founded its first school-based book club in1948. The Company operates eleven school-based book clubs: Firefly,serving pre-kindergarten (“pre-K”) and kindergarten (“K”)students; Seesaw, serving students grades K to 1; Lucky,serving students grades 2 to 3; Arrow, serving studentsgrades 4 to 6; TAB, serving students grades 6 to8; three Trumpet clubs, serving students pre-K tograde 6; and three Troll/Carnival clubs,serving students K to grade 6. In addition to its regular periodic offerings, theCompany creates special theme-based offers targeted to the different grade levelsduring the year, such as holiday offers, science offers, curriculum offers and Spanishlanguage offers. The Company estimates that over 80% ofall elementary school teachers in the United States participate in school-basedbook clubs, with substantially all of these teachers using Scholastic book clubsat least once during the school year. The Company believes that teachers participatein school-based book clubs because it is their opinion that quality books at affordableprices will be of interest to families and will improve students’ reading skills.The Company also believes that teachers participate because the school-based bookclubs offer easy access to a broad range of books.The Company mails promotional materials containing orderforms to teachers in the vast majority of the pre-K to grade 8 classrooms in theUnited States. Participation in any offer does not create an obligation to participatein any subsequent offer, nor does it preclude participation in other book clubs.Teachers who wish to participate in a school-based book club distribute the orderforms to their students, who may choose from generally 75 or more selections atsubstantial reductions from list prices. The teacher consolidates the students’orders and forwards them to the Company primarily by phone and mail and increasinglyby the Internet, which in fiscal 2003 accounted for more than 20% of orders. Theorders are then shipped to the teacher for distribution to the students. Teacherswho participate in the book clubs receive bonus points for use by their school,which may be redeemed for the purchase of additional books and other items for theirclassrooms.In its school-based book club business, the Company competeson the basis of book selection, price, promotion and customer service. The Companybelieves that its broad offerings of titles, many of which are distributed in thischannel exclusively by Scholastic, combined with low costs and its efficient useof promotional mailings, enable the Company to compete effectively.School-Based Book FairsScholastic entered the school-based book fair businessin 1981. The Company has grown this business by expanding into new markets, includingthrough selected acquisitions, and by increasing its business in existing marketsby reaching new school customers, holding more fairs per year at its existing schoolcustomers and growing revenue on a per fair basis. The Company is the leading operatorof school-based book fairs in the United States. 2Book fairs are generally week-long events conducted on school premises, operated by school librarians and/or parent-teacher organizations. Book fair events provide children with access to hundreds of different titles and allow them to purchase books and other select products of their choice at the school. Although the Company provides the school with the books and book display cases, the school itself conducts the book fair. The Company believes that the primary motivation for schools sponsoring fairs is to make quality books available to their students at reasonable prices in order to stimulate interest in reading. In addition, the school retains a portion of the book fair revenues, which can then be used to purchase books, supplies and equipment for the school. The Company operatesschool-based book fairs in all 50 states under the name Scholastic Book Fairs.Books and display cases are delivered to schools from the Company’s warehousesby a fleet of leased vehicles. Sales and customer service functions are performedfrom regional sales offices, supported by field representatives. The Companybelievesthat its competitive advantages in the book fair business include the strengthof the relationship between its sales representatives and schools, broad geographiccoverage, quality customer service and breadth of product selection. Over 90%ofthe schools that sponsored a Scholastic book fair in fiscal 2002 sponsored aScholasticbook fair again in fiscal 2003. Continuity ProgramsThe Company operates continuity programs whereby children and their families generally place a single order and receive more than one shipmentof books. Continuity programs are promoted through (i) direct-to-home offers primarily through direct mail, telemarketing and print and on-line advertisements, and (ii)offers in school-based book clubs. The Company’s direct-to-home continuitybusiness, acquired as part of the Grolier acquisition, is the leading direct-to-homeseller of children’s books primarily serving children age five and under. Infiscal 2003, the Company’s direct-to-home continuity business included Scholasticpublishing properties, such as Clifford & Company™, HelloKitty™,Magic University™ and Goosebumps™, as well as programs previouslyoperated by Grolier, such as Disney Book Club™, Barbie™,Dr. Seuss™ Beginning Readers Program and The New Book of KnowledgeEncyclopediaTM. In April 2002, the Company acquiredBaby’s First Book Club, a directmarketer through continuity programs of age-appropriate books and toys for youngchildren. Continuity programs offered primarily through Scholastic’s school-basedbook clubs include Spy UniversityTM, CliffordThe Big Red Dog™, Nick Jr., Thomas the Tank Engineand Scooby Doo.TradeScholastic is one of the leading sellers of children’sbooks through bookstores and mass merchandisers in the United States. The Companymaintains over 6,000 titles for trade distribution. Scholastic’s originalpublicationsinclude Harry Potter, I Spy™, CliffordThe Big Red Dog, Goosebumps,Dear America, The Baby-sitters Club,The Magic School Bus, Captain Underpantsand Miss Spider and licensed properties such as Barney,Star Wars and Scooby Doo.In April 2002, the Company purchased Klutz, a publisher and creator of “booksplus” products for children. The Company’s trade sales organization focuseson marketing and selling Scholastic’s publishing properties to book storeaccounts,mass merchandisers and specialty sales outlets. The Company’s fiscal 2003 sales in the trade marketwere led by the Harry Potter books. Other Scholastic bestsellers during fiscal2003 included books from the Clifford The Big Red Dog, I Spy, Dear Americaand Captain Underpants series.EDUCATIONAL PUBLISHING(16.6% of fiscal 2003 revenues)GeneralThe Company’s Educational Publishing segmentincludes the publication and distribution to schools and libraries of curriculummaterials, classroom magazines and print and on-line reference and non-fiction productsfor grades pre-K to 12 in the United States.Scholastic has been providing quality innovative educationalmaterials to schools and libraries since it began publishing classroom magazinesin the 1920’s. The Company added supplementary books and texts to its productline in the 1960’s, professional books for teachers in the 1980’s andearly childhood products and core curriculum materials in the 1990’s. In 1996,the Company strengthened its Spanish language offerings through the acquisitionof Lectorum Publications, Inc., 3the largest Spanish language book distributor to schools and libraries in the United States. Through the acquisition of Grolier in June 2000, the Company became the leading print and on-line publisher of children’s reference and non-fiction products sold primarily to school libraries in the United States. The Company markets and sells its Educational Publishing products through a combination of field representatives, direct mail and telemarketing. Curriculum Publishingand Teaching ResourcesThe Company’s curriculumpublishing and teaching resources operations develop and distribute instructionalmaterials directly to schools inthe United States, primarily purchased through school and district budgets. Theseoperations include reading improvement programs, individual paperbacks and collectionsand professional books designed for, and generally purchased by, teachers. The Company focuses its supplemental and core publishingefforts on reading improvement materials. Scholastic’s reading improvementprograms are led by Read 180, a reading interventionprogram for students in grades 4 to 12 reading at least two years below grade level,and other technology-based products such as Wiggleworks,which assists in teaching reading to students, and Scholastic Reading Counts!™,which encourages reading through a school-managed incentive program. Other readingimprovement products include Scholastic Read XL,a program for students in grades 6 to 8, which provides high-interest and increasinglydemanding text to assist students reading one to three years below grade level;Building Language for Literacy™, a program of books and audio tapesto guide children through the critical pre-K to K stages of literacy development;and Scholastic Phonics Reading Program™, which is a beginning phonicsinstruction program for grades K to 1. In December 2001, the Company acquired theassets of Tom Snyder Productions, Inc., a leading developer and publisher of interactiveeducational software.The teaching resources group publishes professional booksdesigned for and generally purchased by teachers and distributes individual paperbacksand collections to schools and school districts. In addition, the Company providespaperbacks and collections to literacy organizations. In fiscal 2002, the Companylaunched an on-line Teacher Store, which provides professional books andother educational materials to schools and teachers. Scholastic.com is a leadingwebsite for teachers and classrooms, offering multimedia teaching units, lessonplans, teaching tools and on-line activities. In April 2002, the Company acquiredTeacher’s Friend Publications, Inc., a leading producer and marketer ofmaterialsthat teachers use to decorate their classrooms. Classroom MagazinesScholastic is a leading publisher of classroom magazines. Teachers in grades K to 12 use these magazines as supplementary educational materials.Publishing the Company’s classroom magazines under the Scholastic name reinforcesthe Company’s educational reputation with students, teachers and schooladministrators. The Company believes that publishing quality magazines, maintainingan extensivemagazine mailing list and having a large customer base of teachers helps generatecustomers for its school-based book clubs and other Scholastic products. At thesame time, the Company leverages its school-based book club mailings to helpsecureadditional circulation for its classroom magazines. The Company believes that its magazines play an importantrole in educating students about world events at an age appropriate level. The Company’s34 classroom magazines supplement the school’s formal learning program by bringingsubjects of current interest into the classroom. The magazines are designed to encouragestudents to read and also to cover diverse subjects, including English, reading,literature, math, science, current events, social studies and foreign languages.The most well known of the Company’s domestic magazines are Scholastic Newsand Junior Scholastic.Scholastic’s classroom magazine circulation in theUnited States in fiscal 2003 was more than 7.5 million, with approximately two-thirdsof the circulation in grades K to 6. In fiscal 2003, teachers in over 60% of theelementary schools and in over 70% of the secondary schools in the United Statesused the Company’s classroom magazines. The various classroom magazines aredistributed either on a weekly, bi-weekly or monthly basis during the school year.4The majority of the magazines purchased are paid for with school funds, with teachers or students paying for the balance. Circulation revenue accounted for substantially all of the classroom magazine revenues in fiscal 2003. Library PublishingScholastic is a leading publisher of quality children’sreference and non-fiction products, and encyclopedias sold primarily to schools and libraries in the United States. Products include Encyclopedia Americana,The New Book of Knowledge and Cumbre™,a Spanish language encyclopedia; and reference materials published under the Groliername. Grolier Online provides subscriptions to reference databasesfor schools and libraries. The Company’s products also include non-fictionbooks published in the United States under the imprints Children’s Pressand Franklin Watts.MEDIA, LICENSING AND ADVERTISING(6.3% of fiscal 2003 revenues)GeneralThe Company’s Media, Licensing and Advertising segment includes the production and/or distribution of software in the United States, the production and/or distribution by and through the Company’s subsidiary,Scholastic Entertainment Inc. (“SEI”), of programming and consumer products(including children’s television programming, videos, software, featurefilms, promotional activities and non-book merchandise), and advertising revenue,includingsponsorship programs. Production and DistributionSEI extends the Company’s franchises by creating programmingand managing global brands based on Scholastic’s publishing properties. Italso creates original programming concepts and options properties from other publishers.SEI develops and produces children’s television programming, videos, software,feature films, branded web sites, brand marketing campaigns including consumer promotionsand non-book consumer products. SEI’s multimedia programming generates revenuesfor branded merchandise and tie-in publishing worldwide. In December 2001, theCompanyacquired Soup2NutsTM, an award-winning producerof animated television and web programming, as part of the acquisition of the assetsof Tom Snyder Productions, Inc.SEI has built a television library of over 285 half-hourproductions including: Clifford The Big Red Dog,Scholastic’s The Magic School Bus, ISpyTM, Goosebumps, Animorphs,Dear America and The Baby-sitters Club.These television series collectively have been licensed for broadcast in morethan 80 countries. Since its launch, Clifford The Big Red Dog, an animatedtelevision series based on the Company’s best-selling books by Norman Bridwell,has been nominated for 14 Emmy awards and has become a top rated show. A total of65 episodes have been produced to date, and the show has aired in over 60 countries.During fiscal 2003, SEI commenced production of a feature length Clifford film forWarner Home Entertainment, which is expected to be released in 2004. The Companyalso commenced production of 25 episodes of a new series, Clifford’s PuppyDays, for PBS Kids, which is scheduled to launch in the Fall of 2003. In fiscal2003, SEI launched 13 episodes of I Spy on HBO Family, based on the Company’sbest-selling book series, which received an Emmy award in May 2003. Thirteen additionalI Spy episodes have been produced and are scheduled to begin airing in fiscal2004.Brand Marketing and Consumer ProductsSEI creates and develops global branding campaigns forScholastic properties. For example, the successful Clifford The Big Red Dog programon PBS Kids is part of a comprehensive brand marketing campaign including TVtie-in books, consumer products, interactive media, and promotions, supportingClifford’s position as a leading pre-school brand. In connection with its brandingcampaigns, SEI has received numerous marketing and licensing awards, including a2003 LIMA award for Clifford as “Best Character License.” In addition,SEI creates, manufactures and distributes high-quality consumer products primarilybased on Scholastic’s literary properties, such as a line of upscale plushtoys and wooden puzzles based on Clifford The Big Red Dog,Scholastic’s The Magic School Bus, TheReal Mother Goose™ and Stellaluna™. The products are availablethrough independent toy/gift stores, specialty chains, department stores, mailordercatalogs and bookstores, as well as through Scholastic’s school-based bookclubs, school-based book fairs and continuity programs. 5Scholastic boutiques at Toys “R”Us feature Scholastic-branded learning toys. The Company also produces and marketsvideos in the school market through its subsidiary, Weston Woods, a producer ofvideos based on high quality children’s books. A consumer line of videos,brandedas the Scholastic Video Collection, featuring Weston Woods content, was launchedin fiscal 2003. Scholastic.com is an award-winning destination for children featuringsites with favorite characters, such as Harry Potter™, Captain Underpants™,Clifford The Big Red Dog™, I Spy™ and Animorphs™.Consumer SoftwareScholastic sells original and licensed consumer software for grades K to 8 through school-based software clubs, school-based book clubs andschool-based book fairs. The Company acquires software for distribution in all of these channels through a combination of licensing, purchases of product from softwarepublishers and internal development. Scholastic’s school-based software clubsare marketed in the same manner as its school-based book clubs. The Company’sinternally developed CD-ROM titles, including the award-winning series of Cliffordand I Spy™, are also sold through trade channels.AdvertisingCertain of the Company’s magazine properties generate advertising revenues as their primary source of revenue, including Instructor™,Scholastic Administrator™, Instructor New Teacher,Scholastic Early Childhood Today™ and Coach and Athletic Director™, which are directed to teachers and education professionals and are distributedduring the academic year. Total circulation for these magazines was approximately560,000 in fiscal 2003. Subscriptions for these magazines are solicited primarilyby direct mail. Scholastic Parent and Child magazine,which is directed at parents and distributed through schools and childcare programs,had circulation of approximately 1.2 million in fiscal 2003. These magazinescarrypaid advertising, advertising for Scholastic’s other products and paid advertisingfor clients that sponsor customized programs. Also included in this group are: Scholastic In-School Marketing,which develops sponsored educational materials and supplementary classroom programsin partnership with corporations, government agencies and nonprofitorganizations; and Quality Education Data, which develops and markets databasesand provides research and analysis focused on teachers, schools and education.INTERNATIONAL(16.3% of fiscal 2003 revenues)GeneralThe International segment includes the publication and distribution of products and services outside the United States by the Company’sinternational operations, and its export and foreign rights businesses. Scholastic has long-established operations in Canada, theUnited Kingdom, Australia and New Zealand and newer operations in Argentina, HongKong, India, Ireland and Mexico. With the acquisition of Grolier, the Company expandedinto the direct-to-home continuity business primarily serving children age fiveand under in Canada, the United Kingdom and Australia, and added the publicationand distribution of reference products and services outside the United States, principallyin Southeast Asia.Scholastic’s operations in Canada, the United Kingdom,Australia and New Zealand generally mirror its United States business model. Eachof these international operations has original trade and educational publishingprograms, distributes children’s books, software and other materials throughschool-based book clubs, school-based book fairs and trade channels, distributesmagazines and offers on-line services. Each of these operations has establishedexport and foreign rights licensing programs and is a licensee of book tie-ins formajor media properties. Original books published by each of these operations havereceived awards of excellence in children’s literature.CanadaScholastic Canada, founded in 1957, is a leading publisher and distributor of English and French language children’s books, is the largestschool-based book club and school-based book fair operator in Canada and is oneof the leading suppliers of original or licensed children’s books to theCanadian trade market. Since 1965, Scholastic Canada has produced quality Canadian-authoredbooks and educational materials. Grolier Canada is a leading operator of direct-to-homecontinuity programs in Canada.6United KingdomScholastic UK, founded in 1964, is the largest school-based book club and school-based book fair operatorand is a leading children’s publisher in the United Kingdom, where its tradebooks appear frequently on children’s bestseller lists. Scholastic UK alsopublishes magazines for teachers and supplemental educational materials, includingprofessional books. Grolier UK is a leading operator of direct-to-home continuityprograms in the United Kingdom. On June 24, 2002, the Company entered into a joint venturewith The Book People Ltd. (together with its affiliates, “The Book People”),a direct marketer of books in the United Kingdom, to distribute books to the homeunder the Red House name and through schools under the ScholasticSchool LinkTM name. The Company also acquired a 15% equity interest inThe Book People Group, Ltd.AustraliaScholastic Australia, founded in 1968, is the leading publisherand distributor of children’s educational materials in Australia and has thelargest school-based book club and book fair operation in the country, reachingapproximately 90% of the country’s primary schools. New ZealandScholastic New Zealand, founded in 1964, is the largestchildren’s book publisher and the leading book distributor to schools in NewZealand. Through its school-based book clubs and book fairs, Scholastic New Zealandreaches approximately 90% of the country’s primary schools. AsiaThe Company’s Asia operations sell English language reference materials and local language product through a network of approximately2,500 independent door-to-door sales representatives in India, Indonesia, Malaysia, the Philippines, Singapore, Taiwan and Thailand. In India, the Company also operatesschool-based book clubs and book fairs and publishes original titles in the Englishand Hindi languages. Latin AmericaThe Company has operations in Mexico, Argentina and PuertoRico. These businesses principally distribute, through school-based book clubs andbook fairs, books and educational material published byScholastic, as well as merchandise from other publishers. In Puerto Rico, Scholasticdistributes Spanish language reference materials though a network of independentdoor-to-door sales representatives.Foreign Rights and ExportThe Company licenses the foreign-language rights to selected Scholastic titles to other publishing companies around the world in over 37 languages.The Company’s export business sells Scholastic books and products in regionsof the world not otherwise serviced by Scholastic subsidiaries. MANUFACTURING AND DISTRIBUTIONThe Company’s books, magazines, software and othermaterials and products are manufactured by third parties under contracts enteredinto through arm’s-length negotiations or competitive bidding. As appropriate,the Company enters into multi-year agreements that guarantee specified volumeinexchange for favorable pricing terms. Paper is purchased from third party sources.The Company does not anticipate any difficulty in continuing to satisfy its manufacturingand paper requirements. In the United States, the Company processes and fulfillsschool-based book club, trade, curriculum publishing, reference and non-fictionproducts and export orders mainly from its primary warehouse and distribution facilityin Jefferson City, Missouri. Magazine orders are processed at the Jefferson Cityfacility and are shipped directly from printers. In June 2002, the Company acquireda distribution facility in Maumelle, Arkansas, which serves as the Company’sprimary packaging and fulfillment center (the “Maumelle Facility”) forits continuity programs. In connection with its trade business, the Company generallyoutsources certain services, including invoicing, billing, returns processing andcollection services, and may also ship product directly from printers to customers.School-based book fair orders are fulfilled through a network of warehouses acrossthe country. The Company’s international school-based book club, school-basedbook fair, trade, continuity businesses and educational operations use similar distributionsystems.7SEASONALITYThe Company’s school-basedbook clubs, school-based book fairs and most of its magazines operate on a school-yearbasis. Therefore, the Company’s business is highly seasonal. As a consequence,the Company’s revenues in the first and third quarters of the fiscal yeargenerally are lower than its revenues in the other two fiscal quarters. The Companyexperiencesa substantial loss from operations in the first quarter. Typically, school-basedbook club and book fair revenues are greatest in the second quarter of the fiscalyear, while revenues from the sale of instructional materials are the highestinthe first quarter. In the June through October time period, the Company experiencesnegative cash flow due to the seasonality of its business. As a result of the Company’sbusiness cycle, seasonal borrowings have historically increased during June, Julyand August, have generally peaked in September or October, and have been at theirlowest point in May.COMPETITIONThe markets for children’s educational and entertainmentmaterials are highly competitive. Competition is based on the quality and range of materials made available, price, promotion, customer service anddistribution channels. Competitors include numerous other book, textbook, library, reference material and supplementary text publishers, distributors and other resellers(including over the Internet) of children’s books and other educationalmaterials, national publishers of classroom and professional magazines with substantialcirculation,numerous producers of television, video and film programming (many of which aresubstantially larger than the Company), television networks and cable networks,publishers of computer software and distributors of products and services ontheInternet. In the United States, competitors also include regional and local school-basedbook fair operators, including bookstores. Competition may increase to the extentthat other entities enter the market and to the extent that current competitorsor new competitors develop and introduce new materials that compete directlywiththe products distributed by the Company or develop or expand competitive saleschannels.COPYRIGHT AND TRADEMARKSSCHOLASTICis a registered trademark in the United States and in a number of countries wherethe Company conducts business. Scholastic Inc.,the Company’s principal U.S. operating subsidiary, has registered and/or haspending applications to register its U.S. trademarks for the names of each of itsdomestic book clubs, the titles of its magazines and the names of all its core curriculumprograms. The Company’s international subsidiaries have also registeredtrademarks in the name of Scholastic Inc. for the names of their respective bookclubs andmagazines. Although individual book titles are not subject to trademark protection,Scholastic Inc. has registered and/or has pending applications to register trademarksin the United States and in a number of countries for the names of certain seriesof books and consumer products, such as The Magic School Bus and CliffordThe Big Red Dog. GROLIER is a registered trademark in the United States anda number of countries where it conducts business. All of the Company’s publications,including books, magazines and software, are subject to copyright protection.Whereapplicable, the Company consistently files copyright registrations for its magazines,books and software in the name of Scholastic Inc. or one of its subsidiaries.Copyrightsand trademarks are vigorously defended by the Company and, as necessary, outsidecounsel may be retained to assist in such protection. EMPLOYEESAt May 31, 2003, the Company employed approximately 7,300 people in full-time jobs and 900 people in part-time jobs in the United States andapproximately 2,600 people internationally. The number of part-time employees fluctuatesduring the year because significant portions of the Company’s business areclosely correlated with the school year. On May 28, 2003, the Company announceda reduction in its global work force of approximately 400 positions, the majorityof which were scheduled to take effect in the first quarter of fiscal 2004. TheCompany believes that relations with its employees are good. 8Executive Officers Name Age EmployedbyRegistrant Since Position(s) for Past Five Years RichardRobinson 66 1962 Chairman of the Board (since 1982),President (since 1974) and Chief Executive Officer (since 1975). Kevin J. McEnery 55 1993 Executive Vice President and ChiefFinancial Officer (since 1995). Deborah A. Forte 49 1983 Executive Vice President (since 1996),President, Scholastic Entertainment Inc. (since 2001) and Division Head, ScholasticEntertainment Inc. (1995–2001). Donna M. Iucolano 39 2000 Executive Vice President (since 2000),President, e-Scholastic (since 2003), President, Scholastic Internet Group (2001–2003),Executive Vice President, Scholastic Internet Group (2000–2001); and priorto joining the Company, positions including Senior Vice President (2000) and VicePresident (1998–2000) at 1-800-FLOWERS.COM (1994–2000), where she servedas the chief e-business strategist. Barbara A. Marcus 52 1983 Executive Vice President (since 1991),President, Children’s Book Publishing and Distribution (since 1999) and ExecutiveVice President, Children’s Book Publishing and Distribution (1991–1999). Margery W.Mayer 51 1990 Executive Vice President (since 1990),President, Scholastic Education (since 2002) and Executive Vice President, LearningVentures (1998-2002). Hugh Roome 51 1991 Executive Vice President (since 1996),President, International Group (since 2001), Executive Vice President, International(2000–2001) and Executive Vice President, Magazine Group (1996–2000). Richard M.Spaulding 66 1960 Director (since 1974) and ExecutiveVice President, Marketing (since 1974). Judith A. Corman 65 1999 Senior Vice President, CorporateCommunications and Media Relations (since 1999); and prior to joining the Company,Senior Vice President at Robinson, Lerer & Montgomery (1994–1999), a strategiccommunications company, where she handled public relations for various accounts. Charles B.Deull 43 1995 Senior Vice President (since 1995),General Counsel (since 1999), Senior Vice President, Legal and Business Affairs(1995-1999) and Corporate Secretary (since 1996). Ernest M. Fleishman 66 1989 Senior Vice President, Educationand Corporate Relations (since 1989). Beth Ford 39 2000 Senior Vice President, Global Operationsand Information Technology (since 2002) and Senior Vice President, Global Operations(2000–2002); and prior to joining the Company, Director, Supply Chain at PepsiBottling Group/Pepsico (1997-2000). Larry V. Holland 44 1994 Senior Vice President, CorporateHuman Resources and Employee Services (since 1997). Karen A. Maloney 46 1997 Vice President and Corporate Controller(since 1998). 9Item 2 PropertiesThe Company maintainsits principal offices in the metropolitan New York area, where it owns or leasesapproximately 600,000 square feet of space. The Company also owns or leases approximately1.8 million square feet of office and warehouse space for its primary warehouseand distribution facility located in the Jefferson City, Missouri area and approximately400,000 square feet of office and warehouse space related to its Grolier operationsin Danbury, Connecticut and other United States locations. In addition, the Companyowns or leases approximately 2.2 million square feet of office and warehouse spacein over 80 facilities in the United States for Scholastic Book Fairs.In June 2002, the Company acquired the Maumelle Facility,consisting of a 500,000 square foot main floor and a 246,000 square foot mezzanine.This facility serves as the Company’s primary packaging and fulfillment centerfor its continuity programs.Additionally, the Company owns or leases approximately1.2 million square feet of office and warehouse space in over 100 facilities inCanada, the United Kingdom, Australia, New Zealand, Southeast Asia and elsewherearound the world for its international businesses.The Company considers its properties adequate for its currentneeds. With respect to the Company’s leased properties, no difficulties areanticipated in negotiating renewals as leases expire or in finding other satisfactoryspace, if current premises become unavailable. For further information concerningthe Company’s obligations under its leases, see Note 4 of Notes to ConsolidatedFinancial Statements.Item 3 Legal ProceedingsVarious claims and lawsuits arising in the normal course of business are pending against the Company. The results of these proceedings arenot expected to have a material adverse effect on the Company’s consolidatedfinancial position or results of operations. Item 4 Submission of Matters to a Vote of SecurityHoldersDuring the fourth quarter of the fiscal year covered bythis report, no matter was submitted to the vote of security holders, through thesolicitation of proxies or otherwise.10Part II Item 5 Market for the Registrant’s Common Equity and Related Stockholder MattersScholastic Corporation’s common stock, par value $0.01per share (the “Common Stock”), is traded on the NASDAQ National MarketSystem under the symbol SCHL. Scholastic Corporation’s Class A Stock, par value$0.01 per share (the “Class A Stock”), is convertible into Common Stockon a share-for-share basis. There is no established public trading market fortheClass A Stock. The table below sets forth, for the periods indicated, the quarterlyhigh and low selling prices on the NASDAQ National Market System for the CommonStock. For fiscalyears ended May 31, 2003 2002 High Low High Low FirstQuarter $ 46.45 $ 33.62 $ 43.17 $ 36.00 Second Quarter 48.89 40.83 47.65 37.27 Third Quarter 45.02 23.01 51.91 42.19 Fourth Quarter 32.68 23.00 56.40 45.35 Scholastic Corporation has not paid any cash dividends since itsinitial public offering in February 1992 and has no current plans to pay any dividendson the Class A Stock or the Common Stock. In addition, certain of the Company’scredit facilities restrict the payment of dividends. See Note 3 of Notes to ConsolidatedFinancial Statements for further information.The number of holders of record of Class A Stock and CommonStock as of August 1, 2003 were 3 and approximately 15,800, respectively.11Item 6 Selected Financial Data (Amounts in millions, exceptper share data)For fiscal years ended May 31, 2003 2002 2001 2000 1999 Statementof Income Data:Totalrevenues $ 1,958.3 $ 1,917.0 $ 1,962.3 $ 1,402.5 $ 1,165.5 Cost of goods sold 882.1 852.1 899.7 692.8 586.1 Cost of goodssold — Special Literacy Place andother charges(1) — — 72.9 — — Selling, general and administrativeexpenses 826.3 771.7 773.1 557.6 462.1 Bad debt expense 72.3 68.7 75.5 20.5 17.0 Other operating costs: Depreciationand amortization 46.1 36.6 42.4 24.1 22.4 Specialseverance charge(2) 10.9 — — — — Litigationand other charges(3) 1.9 1.2 — 8.5 — Operating income 118.7 186.7 98.7 99.0 77.9 Other income(expense)(4) 2.9 (2.0) — — — Interest expense 31.5 31.4 41.6 18.6 19.0 Earnings beforeCumulative effect ofaccounting change 58.6 98.7 36.3 51.4 36.8 Cumulative effect of accountingchange (net of incometaxes)(5) — (5.2) — — — Net income 58.6 93.5 36.3 51.4 36.8 Earnings per share before Cumulative effect of accountingchange: Basic $ 1.50 $ 2.69 $ 1.05 $ 1.54 $ 1.13 Diluted $ 1.46 $ 2.51 $ 1.01 $ 1.48 $ 1.10 Earnings pershare: Basic $ 1.50 $ 2.55 $ 1.05 $ 1.54 $ 1.13 Diluted $ 1.46 $ 2.38 $ 1.01 $ 1.48 $ 1.10 Weighted average shares outstanding-basic 39.1 36.7 34.7 33.4 32.8 Weighted averageshares outstanding-diluted 40.1 40.1 36.1 37.1 33.4 BalanceSheet Data: Workingcapital $ 404.4 $ 466.8 $ 394.6 $ 253.9 $ 222.4 Total assets 1,801.0 1,629.6 1,501.8 983.2 842.3 Long-term debt 482.2 525.8 585.3 241.1 248.0 Total stockholders’ equity 772.6 718.9 493.7 430.0 361.4 Certainprior year amounts have been reclassified to conform with the present year presentation,and share amounts have been adjusted to reflect a 100% stock dividend in the formof a 2-for-1 stock split on the Class A Stock and Common Stock paid on January 16,2001. (1) In fiscal 2001, the Company decidednot to update Scholastic Literacy Place, which resultedin a pre-tax special charge of $72.9, or $1.20 per diluted share, recorded in Costof goods sold. (2) In fiscal 2003, the Company recordeda pre-tax Special severance charge of $10.9, or $0.18 per diluted share, relatingto a reduction in its work force. (3) The fiscal 2003 pre-tax charge of$1.9, or $0.03 per diluted share, relates to the settlement of a securities lawsuit,which was agreed to in principle on September 23, 2002. The fiscal 2002 pre-taxcharge of $1.2, or $0.02 per diluted share, and $6.7 of the fiscal 2000 charges,relate to a lawsuit with Robert Harris and Harris Entertainment, Inc., which wassettled on July 30, 2002. (4) In fiscal 2003, the Company solda portion of an equity investment, resulting in a pre-tax gain of $2.9, or $0.05per diluted share. In fiscal 2002, the Company wrote off an equity investment, resultingin a pre-tax loss of $2.0, or $0.03 per diluted share. (5) In fiscal 2002, the Company adoptedStatement of Position No. 00-2, “Accounting by Producers and Distributors ofFilms,” which resulted in an after-tax charge of $5.2, or $0.13 per dilutedshare, recorded as a Cumulative effect of accounting change. 12Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations GeneralScholastic is a global children’s publishing and media company.The Company distributes its products and services through a variety of channels,including school-based book clubs, school-based book fairs, school-based and direct-to-homecontinuity programs, retail stores, schools, libraries and television networks.The Company categorizes its businesses into four operating segments: Children’sBook Publishing and Distribution; Educational Publishing; Media, Licensing and Advertising(which collectively represent the Company’s domestic operations); and International.This classification reflects the nature of products and services consistentwith the method by which the Company’s chief operating decision-maker assessesoperating performance and allocates resources.Certain revenues and expenses related to the Company’sInternet activities have been reallocated to reflect the transition from a developingplatform previously included in the Media, Licensing and Advertising segmentto operational systems included in the Children’s Book Publishing and Distributionand Educational Publishing segments.Certain prior year amounts have been reclassified to conformto the current year presentation. The following discussion and analysis of the Company’sfinancial position should be read in conjunction with the Company’s ConsolidatedFinancial Statements and the related Notes included in Item 8, Consolidated FinancialStatements and Supplementary Data.Critical Accounting Policies and EstimatesGeneral:The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in theUnited States. The preparation of these financial statements involves the use of estimates and assumptions by management, which affect the amounts reported in theconsolidated financial statements and accompanying notes. The Company basesits estimates on historical experience, current business factors, and variousother assumptions believed to be reasonable under the circumstances,all of which are necessary in order to form a basis for determining the carrying values of assets and liabilities. Actual results may differ from those estimatesand assumptions. On an on-going basis, the Company evaluates the adequacy ofits reserves and the estimates used in its calculations, including, but notlimitedto: collectability of accounts receivable; sales returns; amortization periods; pension obligations; and recoverability of inventories, deferred promotion costs,prepublication costs, royalty advances, goodwill and other intangibles.The following policies and account descriptions includeall those identified by the Company as critical to its business operations and theunderstanding of its results of operations:Revenue recognition:The Company’s revenue recognition policies for itsprincipal businesses are as follows: School-Based Book Clubs — Revenue from school-basedbook clubs is recognized upon shipment of the products.School-Based Book Fairs — Revenue from school-basedbook fairs is recognized ratably as each book fair occurs.Continuities — The Company operates continuityprograms whereby customers generally place a single order and receive multiple shipmentsof books over a period of time. Revenue from continuities is recognized at the timeof shipment or, in applicable cases, upon customer acceptance. Reserves for estimatedreturns are established at the time of sale and recorded as a reduction to revenue.Actual returns are charged to the reserve as received. The calculation of the reservefor estimated returns is based on historical return rates and sales patterns. Actualreturns could differ from the Company’s estimate.Trade — Revenue from the sale of children’sbooks for distribution in the retail channel primarily is recognized at the timeof shipment, which generally is when title transfers to the customer. A reservefor estimated 13returns is established at the time of sale and recorded as a reduction to revenue. Actual returns are charged to the reserve as received. The calculation of the reserve for estimated returns is based on historical return rates and sales patterns. Actual returns could differ from the Company’s estimate. Film Production andLicensing — Revenue from the sale of film rights, principally for the homevideo and domestic and foreign syndicated television markets, is recognized whenthe film has been delivered and is available for showing or exploitation. Licensingrevenue is recorded in accordance with royalty agreements at the time the licensedmaterials are available to the licensee and collections are reasonably assured.Magazines — Revenue is deferred and recognizedratably over the subscription period, as the magazines are delivered.Educational Publishing — For shipments to schools,revenue is recognized on passage of title, which generally occurs upon receipt bythe customer. Shipments to depositories are on consignment. Revenue is recognizedbased on actual shipments from the depositories to the schools. For certain software-basedproducts, the Company offers new customers installation and training. In such cases,revenue is recognized when installation and training are complete.Magazine Advertising — Revenue is recognizedwhen the magazine is on sale and available to the subscribers.Scholastic In-School Marketing — Revenue isrecognized when the Company has satisfied its obligations under the program andthe customer has acknowledged acceptance of the product or service.Accounts receivable:Accounts receivable are recorded net of allowances fordoubtful accounts and reserves for returns. In the normal course of business, theCompany extends credit to customers that satisfy predefined credit criteria. TheCompany is required to estimate the collectability of its receivables. Reservesfor returns are based on historical return rates and sales patterns. Allowancesfor doubtful accounts are established through the evaluation of accounts receivableagings and prior collection experience to estimate the ultimate realization of thesereceivables.Inventories:Inventories, consisting principally of books, are statedat the lower of cost, using the first-in, first-out method, or market. The Companyrecords a reserve for excess and obsolete inventory based primarily upon a calculationof forecasted demand utilizing the historical sales patterns of its products.Deferred promotion costs:Deferred promotion costs represent direct mail and telemarketing promotion costs incurred to acquire customers in the Company’s continuity andmagazine businesses. Promotional costs are deferred when incurred and amortized in the proportion that current revenues bear to estimated total revenues. The Companyregularly evaluates the operating performance of the promotions over their life cycle based on historical and forecasted demand and adjusts the carrying value accordingly.All other advertising costs are expensed as incurred, except for certain directmarketing and telemarketing costs that are deferred as discussed above.Prepublication costs:The Company capitalizes the art, prepress, editorial and other costs incurred in the creation of the master copy of a book or other media(the “prepublication costs”). Prepublication costs are amortized ona straight-line basis over a three to seven year period. The Company regularlyreviewsthe recoverability of the capitalized costs. Royalty advances:The Company records a reserve for the recoverability ofits outstanding advances to authors based primarily upon historical earndown experience.Royalty advances are expensed as related revenues are earned or when future recoveryappears doubtful.Goodwill and other intangibles:Effective June 1, 2001, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and OtherIntangible Assets,” under which goodwill and other intangible assets with indefinitelives are no longer amortized. The Company reviews its goodwill and non-amortizableintangibles on an annual basis for impairment, or more frequently if impairmentindicators arise, in accordance with the provisions of SFAS No. 142. Priorto adoption of SFAS No. 142, the Company amortized goodwill and other intangibleassets over their estimated useful lives.14Noncurrent Liabilities:All of the rate assumptionsdiscussed below impact the Company’s calculations of its pension and post-retirementobligations. The rates applied by the Company are based on the portfolios’ pastaverage rates of return and discussions with actuaries. Any change in marketperformance, interest rate performance, assumed health care costs trend rate,orcompensation rates could result in significant changes in the pension and post-retirementobligations. Pension obligations—Scholastic Corporationand certain of its subsidiaries have defined benefit pension plans covering themajority of its employees who meet certain eligibility requirements. The Companyfollows SFAS No. 87, “Employers’ Accounting for Pensions,” in calculatingthe existing benefit obligations and net cost under the plans. These calculationsare based on three primary actuarial assumptions: the discount rate, the long-termexpected rate of return on plan assets, and the anticipated rate of compensationincreases. The discount rate is used in the measurement of the projected, accumulatedand vested benefit obligations and the service and interest cost components of netperiodic pension costs. The long-term expected return on plan assets is used tocalculate the expected earnings from the investment or reinvestment of plan assets.The anticipated rate of compensation increase is used to estimate the increase incompensation for participants of the plan from their current age to their assumedretirement age. The estimated compensation amounts are used to determine the benefitobligations and the service cost. Pension benefits in the U.S. cash balance planare based on formulas in which the employees’ balances are credited monthlywith interest based on 1-year U.S. Treasury Bills plus 1%. Contribution creditsare based on employees’ years of service and compensation levels during theiremployment period.Other post-retirement benefits—Scholastic Corporationprovides post-retirement benefits including healthcare and life insurance benefitsto retired U.S. employees. A majority of the Company’s U.S. employees may becomeeligible for these benefits if they reach normal retirement agewhile working for the Company. The post-retirement medical plan benefits arefundedon a pay-as-you-go basis. The Company follows SFAS No. 106, “Employers’Accounting for Post-Retirement Benefits Other than Pensions,” in calculatingthe existing benefit obligation, which is based on the discount rate and theassumedhealth care cost trend rate. The discount rate is used in the measurement ofthe expected and accumulated benefit obligations and the service and interestcost componentsof net periodic post-retirement benefit cost. The assumed health care cost trendrate is used in the measurement of the long term expected increase in medicalclaims. 15Results of Operations ($ amounts in millions, except per share data) For fiscal years ended May 31, 2003 2002 2001 $ %(1) $ %(1) $ %(1) Revenues: Children’s Book Publishing and Distribution 1,189.9 60.8 1,168.6 61.0 1,221.9 62.3 Educational Publishing 325.9 16.6 316.9 16.5 311.2 15.9 Media, Licensing and Advertising 123.5 6.3 129.8 6.8 132.5 6.7 International 319.0 16.3 301.7 15.7 296.7 15.1 Total revenues 1,958.3 100.0 1,917.0 100.0 1,962.3 100.0 Cost of goods sold (exclusive of depreciation) 882.1 45.0 852.1 44.4 899.7 45.8 Cost of goods sold — Special Literacy Place and other charges(2) — — — — 72.9 3.7 Selling, general and administrative expenses 826.3 42.2 771.7 40.3 773.1 39.4 Bad debt expense 72.3 3.7 68.7 3.6 75.5 3.8 Depreciation and amortization 46.1 2.3 36.6 1.9 42.4 2.2 Special severance charge(3) 10.9 0.6 — — — — Litigation and other charges(4) 1.9 0.1 1.2 0.1 — — Operating income 118.7 6.1 186.7 9.7 98.7 5.0 Other income (expense)(5) 2.9 0.1 (2.0) 0.1 — — Interest expense 31.5 1.6 31.4 1.6 41.6 2.1 Earnings before income taxes and Cumulative effect of accounting change 90.1 4.6 153.3 8.0 57.1 2.9 Cumulative effect of accounting change (net of income taxes)(6) — — (5.2) 0.3 — — Net income 58.6 3.0 93.5 4.9 36.3 1.8 Earnings per share before Cumulative effect of accounting change: Basic 1.50 2.69 1.05 Diluted 1.46 2.51 1.01 Earnings per share: Basic 1.50 2.55 1.05 Diluted 1.46 2.38 1.01 Certain prior year amounts have been reclassified to conform with the present year presentation, and share amounts have been adjusted to reflect a 100% stock dividend in the form of a 2-for-1 stock split on the Class A Stock and Common Stock paid on January 16, 2001. (1) Represents percentage of total revenues. (2) In fiscal 2001, the Company decidednot to update Scholastic Literacy Place, which resulted in a pre-tax specialcharge of $72.9, or $1.20 per diluted share, recorded in Cost of goods sold. (3) In fiscal 2003, the Company recordeda pre-tax Special severance charge of $10.9, or $0.18 per diluted share, relatingto a reduction in its work force. (4) The fiscal 2003 pre-tax charge of$1.9, or $0.03 per diluted share, relates to the settlement of a securities lawsuit,which was agreed to in principle on September 23, 2002. The fiscal 2002 pre-taxcharge of $1.2, or $0.02 per diluted share, relates to a lawsuit with Robert Harrisand Harris Entertainment, Inc., which was settled on July 30, 2002. (5) In fiscal 2003, the Company solda portion of an equity investment, resulting in a pre-tax gain of $2.9, or $0.05per diluted share. In fiscal 2002, the Company wrote off an equity investment, resultingin a pre-tax loss of $2.0, or $0.03 per diluted share. (6) In fiscal 2002, the Company adoptedStatement of Position No. 00-2, “Accounting by Producers and Distributors ofFilms,” which resulted in an after-tax charge of $5.2, or $0.13 per dilutedshare, recorded as a Cumulative effect of accounting change. 16Results of Operations — ConsolidatedRevenues for fiscal2003 increased 2.2%, or $41.3 million, to $1,958.3 million as compared with revenuesin fiscal 2002 of $1,917.0 million. Increased revenues in the Children’sBook Publishing and Distribution segment of $21.3 million, the Internationalsegment of $17.3 million and the Educational Publishing segment of $9.0 millionwere partially offset by decreased revenues in the Media, Licensing and Advertisingsegment of $6.3 million. Businesses acquired in fiscal 2002 contributed approximately$58 million of incremental revenues to the Company in fiscal 2003.Fiscal 2002 revenues declined 2.3%, or $45.3 million, from$1,962.3 million in fiscal 2001, primarily as a result of a $53.3 million decreasein revenues in the Children’s Book Publishing and Distribution segment.Cost of goods sold as a percentage of revenues increasedby 0.6% to 45.0% in fiscal 2003 from 44.4% in fiscal 2002, principally due to anunfavorable change in revenue mix. In fiscal 2002, Cost of goods sold as a percentageof revenues improved as compared to 45.8% in fiscal 2001, primarily attributableto the Company’s cost savings program, which produced approximately $25 millionin savings, or 1.3% of revenues, in fiscal 2002.Fiscal 2001 expenses included the $72.9 million, or 3.7%of revenues, Cost of goods sold-Special Literacy Place and other charges (the “SpecialCharge”) primarily related to the Company’s decision not to update ScholasticLiteracy Place, its basal reading textbook program.As a percentage of revenues, Selling, general and administrativeexpenses increased by 1.9% to 42.2% in fiscal 2003 from 40.3% in fiscal 2002. Theincrease was primarily due to an increase in the cost of general and health careinsurance and other employee benefit costs of approximately 0.9%, an increase insystems and facilities costs of approximately 0.6% and an increase in general expensesrelated to fiscal 2002 acquisitions of 0.6%. These increases were partially offsetby the elimination of management incentive bonuses for fiscal 2003, which representedapproximately 0.6% of revenues in fiscal 2002. Selling, general and administrativeexpenses as a percentage of revenues increased in fiscal 2002 from 39.4% in fiscal2001. Fiscal 2001 Selling, general and administrative expensesas a percentage of revenues benefited from higher Harry Potter revenues,which did not require a proportionate increase in marketing and promotional expenses.In fiscal 2002, the Company recorded a $4.1 million benefit related to the adjustmentof certain acquisition-related reserves reflecting lower than anticipated Grolierintegration costs.Bad debt expense increased to $72.3 million, or 3.7% ofrevenues, in fiscal 2003 as compared to $68.7 million, or 3.6% of revenues, in fiscal2002. As a percentage of revenues, bad debt expense increased modestly as the continuitybusiness, which has proportionately higher bad debt expense, experienced greaterrevenue growth than the overall Company growth rate. Fiscal 2002 bad debt expensedecreased $6.8 million from $75.5 million, or 3.8% of revenues, in fiscal 2001.This decrease was primarily attributable to better credit performance for the direct-to-homecontinuity business.Depreciation expense for fiscal 2003 increased by $10.0million to $45.6 million, as compared to $35.6 million in fiscal 2002. This increasewas primarily due to incremental depreciation of $4.8 million related to the completionof capital projects, including information technology and Internet projects, and$2.7 million related to the expansion of facilities. In fiscal 2002, depreciationexpense increased by $7.4 million from $28.2 million in fiscal 2001. Incrementaldepreciation of $2.6 million in fiscal 2002 related to information technology projects,including the Internet sites placed into service in fiscal 2002, and $2.2 millionwas due to the expansion of the Company’s facilities in metropolitan New York.On May 28, 2003, the Company announced a reduction in itsglobal work force of approximately 400 positions, or 4%. This decision resultedin a pre-tax charge of $10.9 million, or 0.6% of revenues, and is recorded as aSpecial severance charge. The Company expects to realize more than $15 million insalary related savings in fiscal 2004 related to the reduction in work force.Goodwill and other intangibles amortization was $0.5 millionand $1.0 million in fiscal 2003 and 2002, respectively. In fiscal 2002, goodwilland other intangibles amortization decreased $13.2 million from $14.2 million infiscal 2001 due to the Company’s adoption of SFAS No. 142. Under this pronouncement, 17the Company is required to take an impairment-only approach to amortizing goodwill and other intangibles assets with indefinite lives, which accordingly reduced amortization expense. Litigation and othercharges reflect a $1.9 million charge recorded in fiscal 2003 for the settlementof a securities lawsuit initiated in 1997, which represents the portion of the totalsettlement amount of $7.5 million that was not paid by the insurance carrier. Infiscal 2002, the Company recorded a $1.2 million charge for the settlement of alawsuit filed in 1995 with Robert Harris and Harris Entertainment, Inc., for whichthe Company had established a $6.7 million liability in fiscal 2000. The $1.2 millioncharge represents the amount by which the settlement and related legal expensesexceeded the previously recorded liability.Operating income for fiscal 2003 decreased by $68.0 million,or 36.4%, to $118.7 million, or 6.1% of revenues, as compared to $186.7 million,or 9.7% of revenues, in fiscal 2002. This decrease is primarily due to lower profitsof $41.3 million in the Children’s Book Publishing and Distribution segment,which includes $2.4 million of the Special severance charge, as well as the $8.5million balance of the Special severance charge of $10.9 million. Operating incomefor fiscal 2002 increased by $88.0 million, or 89.2%, from $98.7 million, or 5.0%of revenues, in fiscal 2001. Fiscal 2001 included the impact of the $72.9 millionSpecial charge.Other income was $2.9 million in fiscal 2003, representinga gain from the sale of a portion of an interest in a French publishing company.Other expense was $2.0 million in fiscal 2002, representing a charge for the write-offof an equity investment.Interest expense was $31.5 million and $31.4 million infiscal 2003 and 2002, respectively. In fiscal 2002, net interest expense decreasedby $10.2 million from $41.6 million in fiscal 2001, primarily due to lower interestrates.The Company’s effective tax rates were 35.0%, 35.6%and 36.5% of earnings before taxes for fiscal 2003, 2002 and 2001, respectively.In fiscal 2002, the Company recorded an after-tax chargeof $5.2 million, which was reflected as a Cumulative effect of accounting change,as a result of its adoption of Statement of Position No. 00-2, “Accountingby Producers and Distributors of Films”.Net income was $58.6 million, or 3.0% of revenues, in fiscal2003, $93.5 million, or 4.9% of revenues, in fiscal 2002 and $36.3 million, or 1.8%of revenues, in fiscal 2001. The basic and diluted earnings per share of Class AStock and Common Stock were $1.50 and $1.46, respectively, in fiscal 2003, $2.55and $2.38, respectively, in fiscal 2002 and $1.05 and $1.01, respectively, in fiscal2001.Results of Operations — SegmentsCHILDREN’S BOOK PUBLISHING AND DISTRIBUTIONThe Company’s Children’s Book Publishing andDistribution segment includes the publication and distribution of children’sbooks in the United States through school-based book clubs and book fairs, school-basedand direct-to-home continuity programs and the trade channel. ($amounts in millions) 2003 2002 2001 Revenue $ 1,189.9 $ 1,168.6 $ 1,221.9 Operating profit 137.1 178.4 202.9 Operatingmargin 11.5% 15.3% 16.6% Children’s Book Publishing and Distribution revenuesaccounted for 60.8% of the Company’s revenues in fiscal 2003, 61.0% in fiscal2002 and 62.3% in fiscal 2001. Fiscal 2003 revenues of $1,189.9 million increased1.8%, or $21.3 million, from $1,168.6 million in fiscal 2002. Businesses acquiredin fiscal 2002 contributed incremental revenues of $43.4 million to this segmentin fiscal 2003. The fiscal 2003 segment revenue increase also reflects increasesin school-based continuities and school-based book fairs of $17.3 million and $14.5million, respectively. These increases were partially offset by lower Harry Pottertrade revenues of approximately $30 million. Excluding the direct-to-home continuitybusiness, described in the table below, 18segment revenues in fiscal 2003 increased by $18.0 million to $977.6, million as compared to $959.6 million in fiscal 2002. Fiscal 2002 revenuesdecreased 4.4%, or $53.3 million, from $1,221.9 million in fiscal 2001. This decreasereflects the impact of lower Harry Potter trade revenues of approximately$120 million in fiscal 2002, partially offset by revenue increases in school-basedbook fairs and school-based book clubs of $46.8 million and $29.6 million, respectively,compared to fiscal 2001. Excluding the direct-to-home continuity business, segmentrevenues in fiscal 2002 decreased $44.4 million from $1,004.0 million in fiscal2001.School-based book club revenues accounted for 29.5% ofChildren’s Book Publishing and Distribution revenues in fiscal 2003,compared to 30.8% in fiscal 2002 and 26.9% in fiscal 2001. Fiscal 2003 school-basedbook club revenues decreased by 2.2%, or $8.0 million, over fiscal 2002, primarilydue to a decrease in orders. Fiscal 2002 school-based book club revenues grew by9.0%, or $29.6 million, over fiscal 2001, primarily reflecting an increase in orders.Revenues from school-based book fairs accounted for 27.5%of segment revenues in fiscal 2003, compared to 26.8% in fiscal 2002 and 21.8% infiscal 2001. Revenue growth for school-based book fairs was 4.6%, or $14.5 million,in fiscal 2003, primarily due to growth in fair count of approximately 7%. Fiscal2002 revenues from school-based book fairs of $313.1 million increased 17.6%, or$46.8 million, from $266.3 million in fiscal 2001. The increase in fiscal 2002 wasprimarily due to growth in fair count of approximately 13%, helped by the acquisitionof assets of Troll Book Fairs in July 2001, which accounted for approximately 4%of the revenue growth.Fiscal 2003 continuity revenues accounted for 25.4% ofsegment revenues, as compared to 24.0% in fiscal 2002 and 24.7% in fiscal 2001.Revenues from the direct-to-home continuity business were 17.9%, 17.9% and 17.8%of segment revenues in fiscal 2003, 2002 and 2001, respectively. Revenues from school-basedcontinuity programs were 7.5%, 6.1% and 6.9% of segment revenues in fiscal 2003,2002 and 2001, respectively. Fiscal 2003 revenues of $212.3 million from the direct-to-homecontinuity business increased 1.6%, or $3.3 million, from$209.0 million in fiscal 2002, primarily due to the incremental revenues of $12.2million from the fiscal 2002 acquisition of Baby’s First Book Club. Higherenrollments from school-based continuity programs resulted in an increase of$17.3million in revenues in fiscal 2003 as compared to fiscal 2002. Fiscal 2002 revenuesfrom the direct-to-home continuity business decreased 4.1%, or $8.9 million,from$217.9 million in fiscal 2001, primarily due to the elimination of less profitableprograms, partially offset by the impact of three additional weeks of revenuesof$17.8 million in fiscal 2002. Lower enrollments from school-based continuityprograms resulted in a decrease of $12.0 million in revenues in fiscal 2002 ascompared tofiscal 2001. The Company’s trade distribution channel accountedfor 17.6% of segment revenues in fiscal 2003, as compared to 18.4% in fiscal 2002and 26.6% in fiscal 2001. Trade revenues decreased in fiscal 2003 by $6.5 million,or 3.0%, to $208.3 million, principally due to the decline in Harry Potter backlistrevenues of approximately $30 million and other backlist titles of approximately$6 million, partially offset by the incremental revenue of $31.3 million from thefiscal 2002 acquisition of Klutz. Trade revenues in fiscal 2002, including Klutzrevenue of $5.6 million, decreased $109.9 million to $214.8 million, or 33.8%, dueprimarily to the decline in Harry Potter revenues of approximately $120 million.Trade revenues for Harry Potter accounted for approximately $50 million,$80 million and $200 million in fiscal 2003, 2002 and 2001, respectively.Segment operating profit in fiscal 2003 declined $41.3million, or 23.1%, to $137.1 million, or 11.5% of revenues, compared to $178.4 million,or 15.3% of revenues, in fiscal 2002, and fiscal 2002 operating profit decreased$24.5 million, or 12.1%, from $202.9 million, or 16.6% of revenues, in fiscal 2001.The segment operating margin decreases in fiscal 2003 and 2002 were primarily relatedto the revenue decline in higher margin Harry Potter and other trade backlisttitles. Operating profit for the Company’s direct-to-home continuity businessdecreased in fiscal 2003 to $30.7 million, or 14.5% of revenues, from $39.7 million,or 19.0% of revenues, in fiscal 2002 and increased $26.2 million in fiscal 2002from $13.5 million, or 6.2% of revenues, in fiscal 2001. The $9.0 million decreasein operating profit in fiscal 2003 was primarily related to an 19increase of approximately $6 million in Selling, general and administrative expenses. The $26.2 million increase in operating profit in fiscal 2002 reflected the impact of planned lower revenues due to the elimination of less profitable programs and favorable bad debt experience. Excluding the direct-to-home continuity business, the segment operating profit in fiscal 2003 decreased to $106.4 million, or 10.9% of revenues, from $138.7 million, or 14.5% of revenues, in fiscal 2002, and fiscal 2002 operating profit decreased $50.7 million from $189.4 million in fiscal 2001.The following tablehighlights the results of the direct-to-home continuity programs, which consistprimarily of the business formerly operated by Grolier and are included in the Children’sBook Publishing and Distribution segment. ($amounts in millions) 2003 2002 2001 Revenue $ 212.3 $ 209.0 $ 217.9 Operating profit 30.7 39.7 13.5 Operatingmargin 14.5% 19.0% 6.2% EDUCATIONAL PUBLISHINGThe Company’s Educational Publishing segmentincludes the publication and distribution to schools and libraries of curriculummaterials, classroom magazines and print and on-line reference and non-fiction productsfor grades pre-K to 12 in the United States. ($amounts in millions) 2003 2002 2001 Revenue $ 325.9 $ 316.9 $ 311.2 Operating profit/(loss) 41.7 44.1 (67.1)(1) Operating margin 12.8% 13.9% * * not meaningful (1) The fiscal 2001 operating loss included the Special Charge of $72.9. Segment revenues accounted for 16.6% of the Company’s revenues in fiscal 2003, compared to 16.5% in fiscal 2002 and 15.9% in fiscal 2001. In fiscal2003, Educational Publishing revenues increased to $325.9 million from $316.9million in fiscal 2002 and $311.2 million in fiscal 2001. The $9.0 million revenueincrease in fiscal 2003 was primarily due to $10.4 million of incremental revenuesrelated to fiscal 2002 acquisitions and increased curriculum publishing revenuesof $9.3 million, partially offset by decreased revenuesfrom library publishing of $7.2 million. In fiscal 2002, Educational Publishingrevenues increased $5.7 million over fiscal 2001, primarily due to increasedrevenues from paperbacks and collections of $11.4 million and $5.4 million of incrementalrevenues related to fiscal 2002 acquisitions, partially offset by decreased curriculumpublishing revenues of $11.6 million. 153554b96e

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