2018 ANNUAL REPORT Shaping the future We turn challenges into successful outcomes. DEAR SHAREHOLDERS He showed his students how much he cared about them. When I first joined HMH in 2017, I knew it could be easy to get stuck in a maze of school reform initiatives and lose sight of what really matters. In our case, what matters can be summed up easily—it is the relationship between a teacher and a student. Our 4,000 HMH colleagues nourish that teacher-student relationship. Every day, we seek to create solutions that fuel it through awe-inspiring moments of growth, mastery, and confidence. Ultimately, we want students to embrace their passions and help create a world where learning is the instrument for transforming lives, restoring communities, and making our society a more tolerant, more just, and more inclusive place for all. In the spring of 2014, I met Dr. Cedric Magee, principal of Warren Central Junior High in Vicksburg, Mississippi. As we walked the halls, Cedric told me that he began his career as an educator teaching a behavioral modification class consisting of second through sixth grade boys. It was filled with all the students other teachers recommended be placed there because of “behavioral” issues. Cedric, a 22-year-old freshly minted teacher from Alcorn State in Mississippi, did what any new teacher who didn’t know any better would do when confronted with an entire class of trouble makers—he taught them “step,” a form of dance with complex rhythms that uses the dancer’s entire body as an instrument. Every day, as a reward for their good work in the classroom, he taught them how to dance. Eventually, the students were invited to dance in their school’s auditorium and, ultimately, at a neighboring school. When I asked Cedric how he turned this band of misbehavers into a troupe of dancing scholars, he said, “Children don’t care what you know until you show them how much you care.” This was his superpower. 13% less funding for Black, Latino, or American Indian students in the U.S. school districts THE LANDSCAPE TODAY Still though, the world we inhabit today is far from just. There is no greater evidence of that fact than the inequity in our nation’s school system. Today, one in three students in America drops out of school before graduating. According to the Education Trust, U.S. school districts serving the largest populations of Black, Latino, or American Indian students receive roughly $1,800, or 13 percent, less per student in state and local funding than those serving the fewest students of color. While 13 percent may not seem like a lot, for a school district with 5,000 students, the gap translates to a shortage of $9 million of funding per year. These statistics reflect an inequitable system in which the poorest and most diverse students are disproportionately falling behind their better-off contemporaries. A system where the zip code of the neighborhood of your birth can pre-determine whether you reach your potential. A system in need of change. Educational equity is a fluid, unruly movement beginning to find its footing, but it must factor more centrally into our national discourse—not as an issue that we need to cope with or endure, but as an issue that demands real, tangible change. The year 2018 was one where social justice and learning were more entwined than ever, and where senseless tragedy and violence permeated our school communities. It was a year that signaled that we have to do more. More to collaborate across sectors, and more to identify the challenges and solutions that will close the achievement gap and ensure learning is a human right for every child in this nation. HMH’S TRANSFORMATION JOURNEY & OPPORTUNITY At HMH, we believe all children can learn, Solutions, Supplemental and Intervention and as the largest K-12 curriculum provider, Solutions, and Professional Learning. it is our responsibility—and privilege—to work hard to move the needle when it comes to Becoming a learning company solidifies our educational equity. We’re focused on “doing double bottom line, whereby our work to more.” More to create space for meaningful improve learning outcomes for more people dialogue with educators. More to convene thought leaders and practitioners and also translates into growth for HMH and creates value for our shareholders. define actionable pathways for change. More to deliver curricula and services that Our long-term vision correlates to reflect the diverse communities we serve. an important and expanded market At HMH, “doing more” for our students is opportunity. In the coming years, we expect a fundamental part of our ethos as The to see an increasing portion of HMH growth Learning Company. coming from areas outside the addressable portion of the market that AAP measures. The Learning Company is not only the Our focus on great outcomes for all—not just means through which we help each child great content—expands our addressable realize their potential. It is also how we opportunity in the $11 billion U.S. help teachers realize their potential and, instructional materials market. ultimately, how we help human beings realize their potential—through learning. It is a unifying vision that encompasses all of our offerings, from Trade, now known as HMH Books & Media, to Heinemann, Core 2018 REVIEW 2018 was a year of progress on our year in a row. On a consolidated basis, the transformation toward our Learning Company generated $1.322 billion in net Company vision. We made great strides sales and $1.315 billion of billings for 2018. on our long-term strategy, beginning to recapture the anti-incumbent, inimitable In our Education Segment, the lean adoption attitude that fueled our growth originally. environment drove our Core Solutions billings down 10% year over year, as we anticipated. We released our next-generation Core This decrease was offset by strong Into Learning™ products; grew our Services, performance in our Extensions businesses, Heinemann, and HMH Books & Media billings; which grew 7% from 2017. and optimized our Supplemental portfolio, sharpening our focus on the offerings HMH Books & Media was above market central to our strategy and that will drive in 2018, delivering a billings increase of long-term growth. We continued to move $20 million, or 11%, to $200 million from $180 to a leaner, more agile continuous delivery million in 2017. model for software development, all the while completing our planned restructuring, We successfully completed our 2017 reducing our cost base, and expanding our restructuring plan and delivered $72 million margins—steps that will lay the foundation in run-rate savings by the end of 2018. for our long-term growth. Importantly, we This helped us to improve our profitability accomplished all of this while operating in and our ability to generate more free cash what we knew would be a cyclical trough flow over the long term at all points in our year for our industry. business cycle. In terms of our financial performance, we delivered on our guidance for the second We’re focused on growth for all students. Our performance in 2018 with respect to important Company financial measures (including those forming our guidance and from which financial performance metrics used in our incentive plans are derived) was as follows on a consolidated basis: KEY OPERATING METRICS (in millions of dollars) Net sales Billings1 Loss from continuing operations Adjusted EBITDA2 Prepublication costs (“Plate Spend”) Net cash provided by operating activities Free cash flow2 Year Ended December 31 2018 2017 Change 1,322 1,315 (137) 192 (123) 104 (73) 1,327 1,314 (120) 185 (131) 105 (82) (0.3) % 0.1 % (14.2) % 3.7 % 6.0 % (0.6) % 10.5 % Taken together, these results give us increased confidence in 2019 and beyond. We are starting a new year from a position of strength, and we are excited about the long-term growth opportunities that we see ahead. 1 2 Billings is an operating measure. For a calculation of this measure, please see reconciliations in the following pages. Adjusted EBITDA and free cash flow are not prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). For a reconciliation of this financial measure to the most directly comparable GAAP financial measure, please see reconciliations in the following pages. Jamaica experienced a reading breakthrough. Fresno, CA Jamaica started fifth grade reading at a first-grade level. With READ 180® she made remarkable progress. Her Lexile® level soared, she shared her newfound love of reading with her family—and even inspired her mom to pursue and earn her first degree. Watch her story at hmhco.com STRATEGIC PROGRESS Last year, we shared with you our 2020 Strategy, which outlines the roadmap for our transformation under three key pillars: enhance and extend the core, develop integrated solutions, and achieve operational excellence. We are proud of our achievements on our strategy in 2018. They give us confidence in our path forward, which includes generating attractive free cash flow through different market cycles, investing in best-in-class education solutions customers, and driving value for our shareholders. ENHANCE AND EXTEND THE CORE INTEGRATED SOLUTIONS 1 2 DEVELOP 3 ACHIEVE OPERATIONAL EXCELLENCE ENHANCE AND EXTEND THE CORE We are strengthening our core solutions by developing products and services that are truly different from anything else in the market. This year, we added new next-generation programs in three major subject areas. We also achieved key adoption milestones in two of our largest opportunity states, with approvals in both California and Texas for Science and ELA, respectively. We optimized our portfolio for long-term growth, divesting the Riverside Standardized Testing business and expanding our Supplemental and Intervention Solutions portfolio with key acquisitions and partnerships. We’re helping to create the fullest expression of what learning can be. Luis rises to a greater challenge in math. Havelock, NC Luis sometimes struggled with third-grade math. To stay engaged but not become overwhelmed, he needed to be appropriately challenged. The Personal Math Trainer in GO Math!® gave Luis real-time feedback and provided personalized, unlimited practice, along with a variety of question types and learning aids based on his needs. Now, Luis solves math problems at his own pace and says he thinks math is cool—and fun! At HMH, we honor the journey. DEVELOP INTEGRATED SOLUTIONS ACHIEVE OPERATIONAL EXCELLENCE We received positive early feedback from pilots Finally, we continued to become a in select markets. We also experienced growth leaner and more efficient organization, in Services, driven by Core Sales Integration. completing our restructuring program in And, we launched our blended services offering, 2018, streamlining our product portfolio both face to face and online. “We are a force for good and a force for change” and retiring legacy products, and rolling Lean Six Sigma training throughout our Operations functions. We are proud of our achievements in 2018. They give us confidence in our path forward, which includes generating attractive free cash flow through different market cycles, investing in best-in-class education solutions for our customers, and driving value for our shareholders. LOOKING AHEAD As we reflect on 2018, we are reminded of At HMH, we are creating lasting change. As how much change is truly needed. We have the largest K-12 education company in the a tremendous amount of work to do as a nation, we are using our scale and expertise to society in cultivating and celebrating diversity serve more educators and students—including and inclusion. If we are to prosper, we need to those who are underserved and in the greatest ensure that every child has the access to the need. We are taking the big, audacious steps high-quality education they need to thrive. I’ve to transform our business, positioning our said this before, but it bears repeating—HMH is company to shape the future of education and privileged to be an organization that can truly be a true market leader. create change. We succeed when students, teachers and communities succeed. As we look ahead, I am excited about HMH’s prospects in 2019 and beyond. We are a force Van Gogh once said, “Great things are done by for good and a force for change, and we are a series of small things brought together.” The confident that our results will reflect our focus on same can be said for any transformation and for helping every student reach their full potential. ours. Small steps can cause a ripple effect and create lasting change. Jack Lynch President and Chief Executive Officer RECONCILIATIONS OF BILLINGS AND NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES To supplement our financial statements measure is useful for comparing our performance presented in accordance with Generally from period to period and makes decisions Accepted Accounting Principles (GAAP) and to based on it. Management also believes that provide additional insights into our performance, the presentation of free cash flow provides we have presented adjusted EBITDA from useful information to our investors because continuing operations and free cash flow. These management regularly reviews free cash flow measures are not prepared in accordance with as an important indicator of how much cash GAAP. This information should be considered as is generated by general business operations, supplemental in nature and should not be excluding capital expenditures, and makes considered in isolation or as a substitute for the decisions based on it. related financial information prepared in accordance with GAAP. Management believes that the presentation of these non-GAAP measures provides useful information to investors regarding our results of operations and/or our expected results of operations because it assists both investors and management in analyzing and benchmarking the performance and value of our business. Other companies may define these non-GAAP measures differently and, as a result, our use of these non-GAAP measures may not be directly comparable to adjusted EBITDA and free cash flow used by other companies. Although we use these non-GAAP measures as financial measures to assess our business, the use of non-GAAP measures is limited as they include and/or do not include certain items not included and/or Management believes that the presentation of included in the most directly comparable GAAP adjusted EBITDA provides useful information to measure. You are cautioned not to place undue our investors and management as an indicator reliance on these non-GAAP measures. of our performance and believes that this The following is a calculation of the Billings operating measure as disclosed by the Company in our Exhibit 99.1 to to current report on form 8-K for the year ended December 31, 2018 filed with the SEC: (in millions of dollars) Net sales Change in deferred revenue Billings 20181 $ 1,322 (8) $ 1,315 20171 $ 1,327 (13) $ 1,314 The following is a reconciliation of loss from continuing operations prepared in accordance with GAAP to adjusted EBITDA as disclosed by the Company in our Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC: (in millions of dollars) Loss from continuing operations Interest expense Interest income Provision (benefit) for income taxes Depreciation expense Amortization expense Amortization expense—film asset Noncash charges—stock compensation Noncash charges—(gain) loss on derivative instruments Noncash charges—asset impairment charges Fees, expenses, or charges for equity offerings, debt, or acquisitions 2017 Restructuring Plan Severance, separation costs, and facility closures Legal reimbursement Gain on sale of assets Adjusted EBITDA 20181 $ (137) 20171 $ (120) 46 (3) 6 75 171 6 13 1 — 3 5 7 — 0 43 (1) (51) 71 195 — 11 (1) 4 1 38 0 (4) — $ 192 $ 185 The following is a reconciliation of cash flows from operating and investing activities to free cash flow as disclosed by the Company in our Exhibit 99.1 to to current report on form 8-K for the year ended December 31, 2018 filed with the SEC: (in millions of dollars) Cash flows from operating activities Net cash provided by operating activities Cash flows from investing activities Additions to prepublication costs Additions to property, plant, and equipment Free cash flow 1 Details may not sum to total due to rounding. 20181 $ 104 (123) (54) $ (73) 20171 $ 105 (131) (55) $ (82) The following is a calculation of the Billings operating measure as disclosed by the Company in our Exhibit 99.1 to to current report on form 8-K for the year ended December 31, 2018 filed with the SEC: (in millions of dollars) Change in deferred revenue Net sales Billings 20181 $ 1,322 (8) $ 1,315 20171 $ 1,327 (13) $ 1,314 HMH LEADERSHIP John J. Lynch, Jr.* President and Chief Executive Officer Joseph P. Abbott, Jr.* Chief Financial Officer William F. Bayers* General Counsel and Secretary Ellen Archer* President, Houghton Mifflin Harcourt Trade Publishing Vicki Boyd General Manager, Heinemann Amy L. Dunkin* Chief Marketing Officer Rosamund Else-Mitchell* Chief Learning Officer Matthew Mugo Fields* General Manager, Supplemental and Intervention Solutions Peter George Senior Vice President, and Chief Engineering Officer Dave Kavanaugh Global PMO Kristen Duffy Lavelle Senior Vice President, Global Operations and Customer Experience James P. O’Neill* General Manager, Core Solutions Lee R. Ramsayer* Executive Vice President, Global Sales Alejandro Reyes* Chief People Officer Trish Torizzo Chief Information Officer *Executive officers as defined under Rule 3b-7 promulgated under the Securities Exchange Act of 1934, as amended. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, or ‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE For the fiscal year ended December 31, 2018 SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-36166 Houghton Mifflin Harcourt Company (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 27-1566372 (I.R.S. Employer Identification No.) 125 High Street Boston, MA 02110 (617) 351-5000 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Stock, $0.01 par value Name of each exchange on which registered The Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes È No ‘ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ‘ No È Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes È No ‘ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes È No ‘ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. È Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. È Large accelerated filer ‘ Non-accelerated filer Emerging growth company ‘ ‘ Accelerated filer Smaller reporting company ‘ If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ‘ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ‘ No È The aggregate market value of the voting stock held by non-affiliates of the Registrant as of June 30, 2018, was approximately $787.5 million. The number of shares of common stock, par value $0.01 per share, outstanding as of February 1, 2019 was 123,665,925. Documents incorporated by reference and made a part of this Form 10-K: The information required by Part III of this Form 10-K, to the extent not set forth herein, is incorporated herein by reference from the Registrant’s Definitive Proxy Statement for its 2019 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission not later than 120 days after December 31, 2018. Table of Contents Special Note Regarding Forward-Looking Statements PART I Item 1. Item 1A. Item 1B. Item 2. Item 3. Item 4. PART II Item 5. Item 6. Item 7. Item 7A. Item 8. Item 9. Item 9A. Item 9B. PART III Item 10. Item 11. Item 12. Item 13. Item 14. PART IV Item 15. Item 16. Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosures Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management’s Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accounting Fees and Services Exhibits, Financial Statement Schedules Form 10-K Summary SIGNATURES Page(s) 3 4 12 23 23 23 24 24 26 28 59 60 119 119 120 120 120 120 120 120 121 126 127 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS The statements contained herein include forward-looking statements, which involve risks and uncertainties. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “projects,” “anticipates,” “expects,” “could,” “intends,” “may,” “will,” “should,” “forecast,” “intend,” “plan,” “potential,” “project,” “target” or, in each case, their negative, or other variations or comparable terminology. Forward-looking statements include all statements that are not statements of historical facts. They include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations; financial condition; liquidity; prospects, growth and strategies; our competitive strengths; the industry in which we operate; the impact of new accounting guidance and tax laws; expenses; effective tax rates; future liabilities; the outcome and impact of pending or threatened litigation; decisions of our customers; education expenditures; population growth; state curriculum adoptions and purchasing cycles; the impact of dispositions, acquisitions and other investments; our share repurchase program; the timing, structure and expected impact of our operational efficiency and cost-reduction initiatives and the estimated savings and amounts expected to be incurred in connection therewith; and potential business decisions. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. We caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are based upon information available to us on the date of this report. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that actual results may differ materially from those made in or suggested by the forward-looking statements contained herein. In addition, even if actual results are consistent with the forward-looking statements contained herein, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that could cause actual results to vary from expectations include, but are not limited to: changes in state and local education funding and/or related programs, legislation and procurement processes; changes in state academic standards; industry cycles and trends; the rate and state of technological change; state requirements related to digital instructional materials; changes in product distribution channels and concentration of retailer power; changes in our competitive environment, including free and low-cost open educational resources; periods of operating and net losses; our ability to enforce our intellectual property and proprietary rights; risks based on information technology systems and potential breaches of those systems; dependence on a small number of print and paper vendors; third-party software and technology development; possible defects in digital products; our ability to identify, complete, or achieve the expected benefits of, acquisitions; unanticipated consequences of the recently completed disposition of our Riverside clinical and standardized testing business; our ability to execute on our long-term growth strategy; increases in our operating costs; exposure to litigation; major disasters or other external threats; contingent liabilities; risks related to our indebtedness; future impairment charges; changes in school district payment practices; a potential increase in the portion of our sales coming from digital sales; risks related to doing business abroad; changes in tax law or interpretation; management and personnel changes; timing, higher costs and unintended consequences of our operational efficiency and cost-reduction initiatives; and other factors discussed in the “Risk Factors” section of our Annual Report on Form 10-K (this “Annual Report”). In light of these risks, uncertainties and assumptions, the forward- looking events described herein may not occur. We undertake no obligation, and do not expect, to publicly update or publicly revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained herein. 3 Item 1. Business As used in this Annual Report, the terms “we,” “us,” “our,” “HMH” and the “Company” refer to Houghton Mifflin Harcourt Company, formerly known as HMH Holdings (Delaware), Inc., and its consolidated subsidiaries, unless otherwise expressly stated or the context otherwise requires. Our Company Houghton Mifflin Harcourt Company is a global learning company committed to delivering integrated solutions that engage learners, empower educators and improve student outcomes. We serve over 50 million students and three million teachers in more than 150 countries worldwide. HMH focuses on the kindergarten through 12th grade (“K-12”) market and, in the United States, we are a market leader. We specialize in comprehensive core curriculum, supplemental and intervention solutions, as well as provide ongoing support in professional learning, coaching and technical services for educators and administrators. HMH offerings are rooted in learning science, and we work with research partners, universities and third-party organizations as we design, build, implement and iterate our offerings to maximize their effectiveness. We are purposeful about innovation, leveraging technology to create engaging and immersive experiences designed to deepen learning experiences for students and to extend teachers’ capabilities so that they can focus on making meaningful connections with their students. HMH’s diverse portfolio enables us to help ensure that every student and teacher has the tools needed for success. We are able to build deep partnerships with school districts and leverage the scope of our offerings to provide holistic solutions at scale with the support of our far-reaching sales force and talented field-based specialists and consultants. We provide print, digital and hybrid solutions that are tailored to a district’s needs, goals and technological readiness. For nearly two centuries, HMH’s Trade Publishing division has brought renowned and awarded children’s, fiction, nonfiction, culinary and reference titles to readers throughout the world. Our distinguished author list includes ten Nobel Prize winners, forty-eight Pulitzer Prize winners, and fifteen National Book Award winners. We are home to popular characters and titles such as Curious George, Carmen Sandiego, The Lord of the Rings, The Whole 30, The Best American Series, the Peterson Field Guides, CliffsNotes, and The Polar Express, and published distinguished authors such as Philip Roth, Temple Grandin, Tim O’Brien, Amos Oz, Kwame Alexander, Lois Lowry, and Chris Van Allsburg. On October 1, 2018, we completed the previously announced sale of all the assets, including intellectual property, used primarily in our Riverside clinical and standardized testing business (“Riverside Business”). Market Overview HMH operates predominantly within the U.S. K-12 Education market, which represents over $600 billion of total spending annually, and specifically within the U.S. market for K-12 instructional materials and services, which we estimate to be approximately $11.0 billion in size. Internationally, we export and sell K-12 English language education products to premium private schools that utilize the U.S. curriculum, located primarily in Asia, the Pacific, the Middle East, Latin America, the Caribbean and Africa. We also participate in the U.S. Trade publishing market, which is estimated to be approximately $16.0 billion according to the Association of American Publishers. The U.S. Education market comprises approximately 13,600 K-12 public school districts, 132,900 public and private schools, 3.7 million teachers and 56.6 million total student enrollment across public, private and charter schools. From Fall 2016 to Fall 2026, total elementary and secondary school enrollment, a major long- term driver of growth in the K-12 Education market, is projected to increase by 2% to 56.8 million students, according to the National Center for Education Statistics. 4 The primary sources of funding for public schools in the U.S. are state and local tax collections, with Federal funding accounting for approximately 9% of public education spending nationally. Consequently, general or localized economic conditions as well as legislative and political decisions which affect the ability of state and school districts to raise revenue through tax collections can have a significant impact on spending and growth in the K-12 Education market. Public K-12 education has been, and remains, a high priority for political leaders, accounting for more than one-fifth of all state and local government spending. Education policy and curriculum choices have traditionally been local prerogatives in the U.S., but Federal law and policy also play an important role. The Elementary and Secondary Education Act, reauthorized in 2015 by the Every Student Succeeds Act (“ESSA”), requires that states, as a condition to receiving Federal education funds, adopt challenging academic content standards, administer annual student tests aligned to those standards, develop systems of accountability tied to specific goals for student achievement, and take measures to identify and support low performing schools. ESSA gives states more flexibility than they had under prior law, but still requires standards-based, largely assessment-driven accountability with a focus on the achievement of students in all demographic subgroups. One important change brought about by ESSA is that states are now permitted to use growth in student achievement as measured by statewide assessments, in addition to grade-level proficiency, as an academic indicator for purposes of accountability. Instructional solutions that incorporate interim assessments and data analytics to help monitor student performance in real time can be especially useful in states that incorporate student growth as a significant element of their accountability systems. Other changes brought about by ESSA include a greater emphasis on English language learners, with progress towards English proficiency now a required element of state accountability plans, a requirement that products and solutions paid for with Federal education funds have evidence of effectiveness, and new requirements and expectations for Federally funded educator professional learning programs. The new law also gives states and school districts greater flexibility in how they spend Federal dollars and how they demonstrate that Federal funds are used to supplement and not supplant state and local spending. Title I, the largest program within ESSA, and other ESSA programs also provide targeted funding for specific activities, such as early childhood education, school improvement, dropout prevention, and before- and after-school programs. The Individuals with Disabilities Education Act (“IDEA”) governs how states and public agencies provide early intervention, special education and related services to children with disabilities. In addition, school districts in many states are now able to spend educational funds on “instructional materials” that include core and supplemental materials, computer software, digital media, digital courseware, and online services. Academic content standards, which are grade-level expectations for student learning, are established at the state level. States generally review and revise standards in each of the various subject areas every six to eight years, and the revision or adoption of new standards typically gives rise to the need for new instructional materials and services aligned to the new or revised standards. A large percentage of states have adopted the Common Core State Standards (“CCSS”) in English language arts and mathematics or standards largely based on the Common Core, and, as of December 2018, nineteen states had adopted Next Generation Science Standards (“NGSS”). Both the CCSS and NGSS are products of state-led collaborations. The adoption of these standards has led to greater uniformity among states, but has not completely eliminated differences or the need for customized state-specific instructional materials. Market Segments Core Curriculum In the U.S., K-12 core curriculum programs provides educational content and assessments to over 56.6 million students across approximately 132,900 public and private elementary and secondary schools. Core 5 programs cover curriculum standards in a particular subject and include a comprehensive offering of teacher and student materials necessary to conduct the class throughout the year. Products and services include students’ print and digital offerings and a variety of supporting materials such as teacher’s editions, formative assessments, supplemental materials, whole group instruction materials, practice aids, educational games and services. Core curriculum programs traditionally have been the primary resource for classroom instruction in most K-12 academic subjects, and as a result, enrollment trends are a major driver of industry growth. Although economic cycles may affect short-term buying patterns, school enrollments, a driver of growth in the educational content industry, are highly predictable and are expected to trend upward over the longer term. Demand for core curriculum programs is also affected by changes in state curriculum standards, which drive instruction, assessment, and accountability in each state. A significant change in state curriculum standards requires that assessments, teacher training programs, and instructional materials be revised or replaced to align to the new standards, which historically has driven demand for new comprehensive curriculum programs. In the U.S., core instructional material programs are typically selected and purchased at the school district level and, in some cases, at the individual school level. In nineteen states, before districts make their selections, programs are first evaluated at the state level for alignment to state academic standards and other criteria. These states are commonly referred to as “adoption states,” while states that do not have a state level review process are called “open states” or “open territory.” In some adoption states, districts are required to select materials from the state-adopted list; in others the state list is just a recommendation, and districts are free to purchase and use whatever materials they choose, whether or not adopted by the state. Adoption states typically review materials in the various subject areas on a six- to eight-year cycle. School districts in those states tend to follow the state review cycle and replace core programs in the year or years immediately following state adoption. In open states, each individual school or school district evaluates and purchases materials independently, typically according to a five- to ten-year cycle. As a result, in individual adoption states, purchases of core instructional materials in a particular subject area tend to be clustered in a window of one to three years, while in individual open territory states they may be spread over several years. The following map illustrates the current adoption and open territory states: The formal determination whether to approve a program for state adoption is typically made by the state board of education or chief state school officer, informed by recommendations by one or more instructional materials review committees comprised of educators, curriculum specialists, and or subject area experts. The district level selection process varies but, in both adoption and open states, usually entails presentation to and evaluation by a committee of educators. State level evaluations typically focus primarily on alignment to state academic standards, whereas local evaluators consider, in addition to standards alignment, more subjective factors such as ease of use and suitability for particular student populations. Providers of instructional content often, although not always, customize their programs for particular states, including both adoption and open 6 states, to strengthen alignment to state standards and assessments and/or to address specific needs and preferences of students and educators in a state. The student population in adoption states represented approximately 48% of the U.S. public school elementary and secondary school-age population. A number of adoption states, and a few open territory states, provide categorical state funding for instructional materials; that is, funds that cannot be used for any purpose other than to purchase instructional content or, in some cases, technology equipment used to deliver instruction. In some states, categorical instructional materials funds can be used only for the purchase of materials on the state-approved list. In states that do not provide categorical state instructional materials funding, districts pay for materials primarily out of general purpose state formula aid and/or local funds. Supplemental Supplemental resources encompass a wide variety of targeted solutions that enrich learning and support student achievement beyond core curriculum. Supplemental resources can be print and/or digital, and can include workbooks, test-prep materials, software, games and apps. Many teachers augment their core curriculum with supplemental resources for additional practice and personalized instruction around particular areas of need, such as writing or vocabulary. Supplemental materials are purchased by individual teachers, schools and districts whose purchases are not tied to adoption schedules and who use funding from local, state and federal sources. Intervention Intervention solutions are generally purchased by individual schools or districts. Demand for intervention materials is significant and growing in the United States. In the latest NAEP (National Assessment of Educational Progress) assessments conducted in 2017, more than 60 percent of public school students performed below proficiency in both literacy and mathematics. These students are strong candidates for intervention programs that are focused on improving outcomes and ensuring students perform at grade level. As demand for digital content and personalized learning solutions is growing, traditional distinctions between core, supplemental and intervention materials and assessments are blurring. Intervention products and services are funded through state and local funding as well as federal funding allocations pursuant to the ESSA and IDEA. Title I provides funding to schools and school districts with high concentrations of students from low income families and is often used to purchase intervention products and services. Professional Learning The professional learning market segment includes consulting and support services to assist individual schools and school districts in raising student achievement, implementing new programs and technology effectively, developing effective teachers, principals and leaders, as well as school and school-district turnaround and improvement solutions. We believe all districts and schools contract for some level of professional services. These services may include support for up-front training, in-classroom coaching, institutes, author workshops, professional learning communities, leadership development, technical support and maintenance, and program management. Professional learning is directly addressed in ESSA. ESSA restructured Title II, the section of the law addressing teacher quality, and eliminated federal “highly qualified teacher” requirements. ESSA prohibits U.S. Department of Education mandates and incentives to evaluate teachers based on student test scores, which in recent years have channeled resources and attention to the development of educator evaluation systems, measurement tools, and related training. Title II now focuses instead on the role of the profession in improving student achievement, including new requirements to ensure professional development is not only sustained (“no one-day workshops”), but also “job-embedded,” “data-driven,” and “personalized.” It is expected that school districts will 7 need to focus their applications for teacher training to ensure teacher alignment with high quality standards, as well as priorities for funds to low-performing schools where comprehensive support and improvement plans are in place. There are also significant funding opportunities for professional learning as part of state programs, especially in states where they have consolidated program funding and want solutions that are “evidence-based.” The professional learning services segment, which is relatively fragmented in the United States, is expected to grow as the transition to digital learning in classrooms increases the need for technology training and implementation support for educators. We believe that the use of interim data, differentiation, teacher content knowledge (in mathematics) and the use of technology in the classroom are the areas in which teachers and leaders are most seeking support. Also, demand for teacher training and professional development opportunities tied to the implementation of new or revised standards at the state level is expected to continue. In addition, the need for new teacher development over the next several years is expected to grow as we continue to see the “greening” of the teaching force, with approximately 360,000 new teachers hired every year and approximately 33% of teachers leaving within their first five years in the profession. Trade Publishing The Trade Publishing market includes children’s, fiction, nonfiction, culinary and reference titles. While digital formats have gained some traction in this market, print remains the primary format in which trade books are produced and distributed. In recent years, ebook sales in the industry have declined while the market overall grew. Our Products and Services HMH is organized along two reporting segments: Education and Trade Publishing. Our primary segment measures are net sales and Adjusted EBITDA. The Education segment is our largest business, representing approximately 85%, 86% and 87% of our total net sales for the years ended December 31, 2018, 2017 and 2016, respectively. Education Our Education segment provides integrated solutions that engage learners, empower educators and improve student outcomes. The principal customers for our Education products are K-12 school districts, which purchase core curriculum, supplemental and intervention solutions and professional learning services. The Education segment net sales and Adjusted EBITDA were $1,122.7 million and $210.6 million, $1,146.5 million and $223.9 million, and $1,126.4 million and $194.6 million for the years ended December 31, 2018, 2017 and 2016, respectively. Our Education offerings consist of the following: • • Core Solutions: Our core curriculum offerings include education programs in disciplines including reading, math, social studies and science that serve as primary sources of classroom instruction. HMH’s core programs are created to provide educators with the resources needed to align with state standards and support students in their mastery of the subject matter, resulting in positive outcomes and competency. HMH’s market-leading programs within this space include Journeys for reading, Collections for literature, Go Math! for math, and Science Dimensions and Science Fusion for Science. Several new core programs are planned for 2019: Into Reading, Into Literature, and Into Math. Supplemental Solutions: HMH’s supplemental offerings include a variety of targeted solutions that enrich learning and support student achievement beyond the core curriculum. Supplemental resources can be print and/or digital, and can include workbooks, test-prep materials, software, games and apps. Many teachers augment core curriculum with supplemental resources that can provide additional practice for their students and further personalize learning instruction to support student growth in essential areas such as writing or vocabulary. HMH’s offerings in the supplemental space include 8 • • • Steck-Vaughn language arts, math and GED prep workbooks, Saxon Phonics and Spelling, Rigby Leveled Readers, and our popular “Classroom Reading Libraries,” which provide individually-curated collections of “just-right” books to strengthen literacy development and foster independent reading. Intervention Solutions: Intervention solutions also address curricular needs outside of the core disciplines, supporting student achievement for those with unique needs, such as English language learners, a growing population, and students performing below grade level. Our intervention solutions support struggling learners through comprehensive offerings, including market-leading products such as MATH 180, READ 180 Universal, System 44 and iRead. The products within this area generate net sales and earnings that do not vary greatly with the adoption cycle and require significantly less capital investment than the development of a core curriculum program. Professional Services: HMH brings together its world-renowned authors and education experts to work directly with K-12 educators and administrators to build instructional excellence, cultivate leadership and provide school districts with the comprehensive support they need to raise student achievement. Offerings include ongoing curriculum support and expertise in professional development, technical services, coaching, and strategic consulting from trusted names like the International Center for Leadership in Education (ICLE) and Math Solutions®. Heinemann: Heinemann provides professional resources and educational services for teachers, kindergarten through college. Heinemann is the leading professional publisher for educators, and features well-known and respected authors such as Irene Fountas, Gay Su Pinnell, Lucy Calkins, and Jennifer Serravallo, who support the practice of teachers through books, videos, workshops, online courses, and most recently through explicit teaching materials. Trade Publishing Our Trade Publishing segment, founded in 1832, primarily develops, markets and sells consumer books in print and digital formats and licenses book rights to other publishers and electronic businesses in the United States and abroad. The principal distribution channels for Trade Publishing products are retail stores (both physical and online) and wholesalers. Reference materials are also sold to schools, colleges, libraries, office supply distributors and other businesses. Our Trade Publishing segment offers an extensive library of general interest, young readers and reference works that include well-known characters and brands. Our award-winning general interest titles include literary fiction, culinary, and non-fiction in hardcover, ebook and paperback formats, including the Mariner Books paperback line. Among the general interest properties are the popular J.R.R. Tolkien titles, the prolific The Best American Series and major cookbook brands such as Betty Crocker and Better Homes and Gardens in addition to recent best sellers including the How to Cook Everything series and Whole30. In young readers publishing, our list addresses a broad age group and includes recognized characters and titles such as Curious George and Martha Speaks, Five Little Monkeys, Gossie & Friends, Polar Express, Little Blue Truck, and many more. We also publish novels for young adults, a growing genre, including titles from Lois Lowry, author of The Giver, and Kwame Alexander. Most recently, our Trade Publishing business launched the series Carmen Sandiego on Netflix as part of our strategy to expand our content across media platforms. For the years ended December 31, 2018, 2017 and 2016, Trade Publishing net sales and Adjusted EBITDA were approximately $199.7 million and $21.9 million, $180.6 million and $12.1 million, and $165.6 million and $6.3 million, respectively. Seasonality Approximately 85% of our net sales for the year ended December 31, 2018 were derived from our Education segment, which is a markedly seasonal business. Schools conduct the majority of their purchases in 9 the second and third quarters of the calendar year in preparation for the beginning of the school year. Thus, over our latest three completed fiscal years, approximately 67% of consolidated net sales were realized in the second and third quarters. Sales of K-12 instructional materials are also cyclical, with some years offering more sales opportunities than others. The amount of funding available at the state level for educational materials also has a significant effect on year-to-year net sales. Although the loss of a single customer would not have a material adverse effect on our business, schedules of school adoptions and market acceptance of our products can materially affect year-to-year net sales performance. Competition We sell our products in highly competitive markets. In these markets, product quality, innovation and customer service are major differentiating factors between companies. Other factors affecting competition include: (i) competitive pricing, sampling and gratis costs; (ii) digitization and innovative delivery; and (iii) educational effectiveness of the program. In addition to national curriculum publishers, we also compete with a variety of specialized or regional publishers that focus on select disciplines and/or geographic regions in the K-12 market. There are also multiple competitors in the Trade Publishing, supplemental and assessment segments offering content that school districts increasingly are using as part of their core classroom instructional materials. In addition, school districts in many states are able to spend educational funds on “instructional materials” that include core and supplemental materials, computer software, digital media, digital courseware, and online services. Our larger competitors in the educational market include Pearson Education, Inc., McGraw Hill Education, Cengage Learning, Inc., Scholastic Corporation, Curriculum Associates, LLC, Benchmark Education, LLC, Accelerate Learning, Inc., and Amplify Education, Inc. Also competing in our market as a substitute are open educational resources. These resources are free, digital solutions that range from supplemental resources to full Core Solutions programs. Printing and binding; raw materials We outsource the printing and binding of our products, with approximately 49% of our printing requirements handled by one major supplier. We have procurement agreements that provide volume and scheduling flexibility and price predictability. We have a longstanding relationship with these parties. Approximately 14% of our printed materials (consisting primarily of teacher’s editions and other ancillary components) are printed outside of the United States and approximately 86% of our printed materials (including most student editions) are printed within the United States. Paper is one of our principal raw materials. We purchase our paper primarily through one paper merchant and also directly through suppliers for limited product types. We maintain various agreements that protect against supply availability and unbound price increases. We manage our paper supply concentration by having primary and secondary sources and staying ahead of dramatic market changes. Distribution We operate three distribution facilities from which we coordinate our own distribution process: one each in Indianapolis, Indiana; Geneva, Illinois; and Troy, Missouri. We also utilize select suppliers to assist us with coordinating the distribution process for a limited number of product types. Additionally, some adoption states require us to use in-state textbook depositories for educational materials sold in that particular state. We utilize various delivery firms, such as United Parcel Service Inc., FedEx Freight, etc., to facilitate the principally ground transportation of products. Employees As of December 31, 2018, we had approximately 3,600 employees, none of which were covered by collective bargaining agreements. These employees are substantially located in the United States with 197 employees located outside of the United States. We believe that relations with employees are generally good. 10 Intellectual property Our principal intellectual property assets consist of our trademarks and copyrights in our content. Substantially all of our publications are protected by copyright, whether registered or unregistered, either in our name as the author of a work made for hire or the assignee of copyright, or in the name of an author who has licensed us to publish the work. Ownership of such copyrights secures the exclusive right to publish the work in the United States and in many countries abroad for specified periods: in the United States, in most cases, either 95 years from publication or for the author’s life plus 70 years, but in any event a minimum of 28 years for works published prior to 1978 and 35 years for works published thereafter. In most cases, the authors who retain ownership of their copyright have licensed to us exclusive rights for the full term of copyright. Under U.S. copyright law, for licenses granted by an author during or after 1978, such exclusive licenses are subject to termination by the author or certain of the author’s heirs for a five year period beginning at the end of 35 years after the date of publication of the work or 40 years after the date of the license grant, whichever term ends earlier. We do not own any material patents, franchises or concessions, but we have registered certain trademarks and service marks in connection with our publishing businesses. We believe we have taken, and take in the ordinary course of business, appropriate available legal steps to reasonably protect our intellectual property in all material jurisdictions. Environmental matters We generally contract with independent printers and binders for their services, and our operations are generally not otherwise affected by environmental laws and regulations. However, as the owner and lessee of real property, we are subject to environmental laws and regulations, including those relating to the discharge of hazardous materials into the environment, the remediation of contaminated sites and the handling and disposal of wastes. It is possible that we could face liability, regardless of fault, and can be held jointly or severally liable, if contamination were to be discovered on the properties that we own or lease or on properties that we have formerly owned or leased. We are currently unaware of any material environmental liabilities or other material environmental issues relating to our properties or operations and anticipate no material expenditures for compliance with environmental laws or regulations. Additional information We are headquartered in Boston, Massachusetts. Our corporate website is www.hmhco.com. We make available our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports, as well as other information, free of charge through our corporate website under the “Financial Information” link located at: ir.hmhco.com, as soon as reasonably practicable after being filed with or furnished to the Securities and Exchange Commission (the “SEC”). The information found on our website or any other website we refer to in this Annual Report is not part of this Annual Report or any other report we file with or furnish to the SEC. 11 Item 1A. Risk Factors Our business and results of operations may be adversely affected by changes in federal, state and local education funding, and changes in legislation and public policy. A majority of our sales are to public school districts in the United States, most of which rely primarily on a combination of local tax revenues and state legislative appropriations for general operating funds and to pay for purchases of goods and services, including instructional materials. Funding for public schools at both the state and local levels can be affected by tax collections, which are typically sensitive to general economic conditions, and by political and policy choices made by state and local governments. A reduction in funding levels, whether due to an economic downturn or legislative action, or a failure of projected funding increases to materialize, can constrain resources available to school districts for making purchases of instructional materials and adversely affect our business and results of operations. Some states, including a majority of adoption states, provide dedicated state funding for the purchase of instructional content and/or classroom technology, and expenditures for instructional materials in those states tend to be highly dependent on appropriation of those funds. If dedicated funding is not appropriated, or if the amount is substantially less than anticipated or legislative action is taken to lift restrictions on the use of those funds, then purchases of instructional materials may be significantly reduced and our net sales may be adversely impacted. In addition, many school districts, including most large urban districts, receive substantial federal funding through Title I of the Elementary and Secondary Education Act (“ESEA”), the Individuals with Disabilities Act (“IDEA”), and other federal education programs. These funds supplement state and local funding and are used primarily to serve specific populations, such as low-income students and families, students with disabilities, and English language learners as well as to support programs to improve the quality of instruction, including educator professional learning. The funding of these programs is subject to Congressional appropriation. A significant reduction in appropriation levels could have an adverse effect on our sales, particularly sales of intervention and professional learning products and services. Federal and state legislative and policy changes can also affect our business. For example, changes to federal education law in the Every Student Succeeds Act (“ESSA”) give states greater latitude in how they approach assessment and accountability, support and improvement of low performing schools, as well as accounting for the expenditure of federal program funds. The changes in ESSA also provided for new requirements regarding evidence of effectiveness of educational products and services purchased with federal funds. The changes in ESSA and state legislation and administrative policy decisions on matters such as assessment and accountability, curriculum and intervention with respect thereto could affect demand for our products. State instructional materials adoptions, which account for a significant portion of our net sales of K-12 instructional materials, are highly cyclical and pose significant inherent risks that could materially impact our results of operations. Due to the revolving and staggered nature of “predetermined” state adoption schedules, sales of K-12 instructional materials have traditionally been cyclical, with some years offering more and/or larger sales opportunities than others. Since a large portion of our sales are derived from state adoptions, our overall results can be materially affected from year to year by the adoption schedule, particularly in large adoption states. For example, over the next few years adoptions are scheduled or have already begun in one or more of the primary subjects of reading, language arts and literature, social studies, science and mathematics in, among other states, California, Florida and Texas, which are the three largest adoption states. Our failure to secure approval for our programs or perform according to our expectations in larger new adoption opportunities could materially and adversely affect our net sales for the year of the adoption and in subsequent years. 12 In any state adoption, there is the inherent risk that one or more of our programs will not be approved by a particular state board of education or other adopting authority. While school districts in most adoption states are not precluded from purchasing materials that have not been approved by the state, in many cases, exclusion of a program on the state-adopted list can materially and adversely impact our ability to compete effectively at the school district level. Moreover, even if our program is approved by the state, we face significant competition and there is no guarantee that school districts will select our program or that we will be able to capture a meaningful share of the sales in such state. State adoptions can be delayed, postponed or cancelled—sometimes with little or no warning and after we have made significant investments in anticipation of the adoption—due to various reasons, such as funding shortfalls, delays in development and approval of state academic standards and specifications, competing priorities or school readiness. In addition, individual school districts may decline to purchase new programs in accordance with the state’s adoption schedule. A substantial delay, postponement or cancellation of a larger adoption opportunity can adversely affect the amount and timing of our net sales return on investment for the affected product, our business and our results of operations. Further, the timing of the legislative appropriations process in most states is such that it is often impossible to know with certainty whether implementation of an adoption will be funded until after products have been submitted for review. By that time, investments have been made for product development and substantial expenses incurred for sales, marketing and other costs. If the legislature in a state that provides dedicated funding for instructional materials decides not to appropriate those funds or appropriates substantially less than anticipated, due to a revenue shortfall or other reasons, or if the legislature lifts restrictions on use of those funds, then implementation of that adoption could be substantially compromised or delayed and our net sales and return on investment could be adversely affected. Changes in state academic standards could affect our market and require investment in development of new programs or modifications to our existing programs and any delays or controversies in the implementation of such standards could impact our results of operations. States may adopt new academic standards or revise existing standards, which may affect our market and require investment in the development of new programs or modifications to our existing programs offered for sale in states that adopt such changes. Delays or controversies in the implementation of the adoption of new or revised academic standards may result in insufficient lead time before the deadline to submit instructional materials for an adoption. As a result, we may have to invest more than planned in order to complete product development or make the modifications in the compressed timeframe to bring our program into alignment with the new or revised standards, which could adversely affect our return on investment. Alternatively, we may determine that completing product development or making the modifications within the available timeframe is not practicable, and elect not to participate in the adoption, forgoing what might have been a significant sales opportunity which could materially and adversely affect our net sales for the year of the adoption and subsequent years. We may not be able to execute on our long-term growth strategy or achieve expected benefits from actions taken in furtherance of our strategy, which could materially and adversely affect our business, financial condition and results of operations and/or our growth. If we are not able to execute on our long-term growth strategy or achieve expected benefits from our actions in furtherance of our strategy, it could materially and adversely affect our business, financial condition and results of operations and/or our growth. In any event, actions taken in furtherance of our strategy, such as transitioning to new business models or entering into new market segments could adversely impact our cash flow and our business in unforeseen ways. 13 Our investments in new products, service offerings, platforms and/or technologies could impact our profitability. We operate in highly competitive markets that continue to change to adapt to customer needs. These needs include an increasing demand for integrated learning solutions. In order to address these needs, we are investing in new products, new technology and infrastructure, and a new common platform to integrate our products, services and solutions. These investments may be less profitable than what we have experienced historically, may consume substantial financial resources and/or may divert management’s attention from existing operations, all of which could materially and adversely affect our business, results of operations and financial condition. We rely on third-party software and technology development as part of our digital platform. We rely on third parties for some of our software and technology development. For example, some of the technologies and software that compose our instruction and assessment technologies are developed by third parties. We rely on those third parties for the development of future components and modules. Thus, we face risks associated with technology and software product development and the ability of those third parties to meet our needs and their obligations under our contracts with them. In addition, we rely on third parties for our internet-based product hosting. The loss of one or more of these third-party partners, a material disruption in their business or their failure to otherwise perform in the expected manner could cause disruptions in our business that may materially and adversely affect our results of operations and financial condition. Defects in our digital products and platforms could cause financial loss and reputational damage. In the fast-changing digital marketplace, demand for innovative technology has generally resulted in short lead times for producing products that meet customer needs. Growing demand for innovation and additional functionality in digital products increases the risk that our digital products and platforms may contain flaws or corrupted data that may only become apparent after product launch, particularly for new products and platforms and new features for existing products and platforms that are developed and brought to market under tight time constraints. Problems with the performance of our digital products and platforms could result in liability, loss of revenue or harm to our reputation. Changes in product distribution channels and concentration of retailer power may restrict our ability to grow and affect our profitability in our Trade Publishing segment. Distribution channels such as online retailers and ecommerce sites, digital delivery platforms, expanding social media, digital discovery and marketing platforms, combined with the increased concentration of retailer power, pose threats and provide opportunities to traditional consumer publishing models of our Trade Publishing segment, potentially impacting both sales volume and profitability. The reduction in “brick and mortar” booksellers, the resulting concentration of power held by our largest retailers, and the increased concentration of consumer book spending on best-selling titles could negatively affect our business, financial condition and results of operations. We operate in a highly competitive environment where the risks from competition are intensified due to rapid changes in our markets and industry; as a result we must continue to adapt to remain competitive. We operate in highly competitive markets. The risks of competition are intensified in the current environment where investment in new technology is ongoing and there are rapid changes in the products and services our customers are seeking and our competitors are offering, as well as new technologies, sales and distribution channels. In addition to national curriculum publishers, we compete with a variety of specialized or regional publishers that focus on select disciplines and/or geographic regions in the K-12 market. There are multiple competitors in the Trade Publishing segment and supplemental market offering content that school districts increasingly are using as part of their core classroom instructional materials. Our larger competitors in 14 the educational market include Pearson Education, Inc., McGraw Hill Education, Cengage Learning, Inc., Scholastic Corporation, Curriculum Associates, LLC, Benchmark Education, LLC, Accelerate Learning, Inc., and Amplify Education, Inc. Some of these established competitors may have greater resources and less debt than us and, therefore, may be able to adapt more quickly to new or emerging technologies and changes in customer requirements or devote greater resources to the development, promotion and sale of their products and services than we can. Also competing in our market as a substitute are open educational resources. In addition, the market shift toward digital education solutions has induced both established technology companies and new start-up companies to enter certain segments of our market. These new competitors have the possible advantage of not needing to transition from a print business to a digital business. In addition, many established technology companies have substantial resources that they could devote to developing or acquiring digital educational products and/or content and, distributing their own and/or aggregated educational content to the K-12 market, which could negatively affect our business, financial condition and results of operations. There is also a risk of further disintermediation, which is the occurrence of state, district and other customers contracting directly with technology companies, enabling technology companies to develop direct relationships with our customers, and accordingly, have significant influence over access to and, pricing and distribution of digital and print education materials. We may not be able to adapt as needed to remain competitive in the market given the foregoing factors. The availability of free and low-cost open education resources could adversely affect our net sales and exert downward pressure on prices for our education products. In the K-12 market, we face growing competition from free, openly licensed content, often referred to as open education resources (“OER”). Free or low-cost OER content is typically delivered via the internet, and in some cases print versions and related services are available for purchase. A number of states support the use of OER by providing curated resources and others, including New York, Louisiana, Michigan and Texas, are funding development of OER or have done so in the past. Twenty states have signed on to the U.S Department of Education’s GoOpen campaign, which seeks to support users of OER and promote coordination and sharing of OER among states. In addition, in recent years there have been initiatives by not-for-profit organizations such as the Gates Foundation and the Hewlett Foundation to develop educational content that can be “open sourced” and made available to educational institutions for free or nominal costs. The increased availability of free and low- cost OER could negatively affect our customers’ perception of the value of our content, reduce demand for our educational products, and/or exert downward pressure on prices for our products, and adversely impact our net sales. Our operating results fluctuate on a seasonal and quarterly basis and our business has historically been dependent on our results of operations for the third quarter. Our business is seasonal. Approximately 85% of our net sales for the year ended December 31, 2018 were derived from our Education segment, which is a markedly seasonal business. Purchases of K-12 products are typically made in the second and third quarters of the calendar year in preparation for the beginning of the school year. We typically realize a significant portion of net sales during the third quarter, making third-quarter results material to full-year performance. This sales seasonality affects operating cash flow from quarter to quarter. We typically incur a net cash deficit from all of our activities through the middle of the third quarter of the year. We cannot be sure that our second and third quarter net sales will continue to be sufficient to fund our business and meet our obligations or that they will be higher than our net sales for our other quarters or in the prior-year periods. In the event that we do not derive sufficient net sales for the second and third quarter, we may have a liquidity shortfall and be unable to fund our business and/or meet our debt service requirements and other obligations. Our net sales, operating profit or loss and net cash provided or used by operations are impacted by the inherent seasonality of the academic calendar. As purchases of K-12 products are typically made in the second and third quarters of a given calendar year, changes in our customers’ ordering patterns may impact the 15 comparison of results between a quarter and the same quarter of the prior year, between a quarter and the prior consecutive quarter or between a fiscal year and the prior fiscal year, which can make it difficult for us to forecast the timing of customer purchases and assess our financial performance until late in the year. Our history of operations includes periods of operating and net losses, and we may incur operating and net losses in the future. Such losses may impact our liquidity. For the years ended December 31, 2018, 2017 and 2016, we generated operating losses of $90.5 million, $135.1 million and $322.7 million, respectively, and net losses of $94.2 million, $103.2 million and $284.6 million, respectively. If we continue to suffer operating and net losses, our liquidity may suffer and we may not be able to fund our business and/or meet our debt service requirements and other obligations. Furthermore, the market price of our common stock may decline significantly. Our ability to enforce our intellectual property and proprietary rights may be limited, which may harm our competitive position and materially and adversely affect our business and results of operations. Our products are largely comprised of intellectual property content delivered through a variety of media, including print, digital and web-based media. We rely on a combination of copyright, trademark and other intellectual property laws and rights as well as employee agreements and other contracts to establish and protect our proprietary rights in our products and technology. However, our efforts to protect our intellectual property and proprietary rights may not be sufficient and we cannot make assurances that our proprietary rights will not be challenged, invalidated or circumvented. Moreover, we conduct business in certain other countries where the extent of effective legal protection for intellectual property rights is uncertain. It is possible we could be involved in expensive and time-consuming litigation to maintain, defend or enforce our intellectual property. Furthermore, despite the existence of copyright and trademark protection under applicable laws, third parties may nonetheless violate our intellectual property rights, and our ability to remedy such violations, including in certain foreign countries where we conduct or seek to conduct business, may be limited. In addition, the copying and distribution of content over the Internet creates additional challenges for us in protecting our proprietary rights. If we are unable to adequately protect and enforce our intellectual property and proprietary rights, our competitive position may be harmed, and our business and financial results could be materially and adversely affected. Failure to comply with privacy laws or adequately protect personal data could cause financial loss and reputational damage. Across our businesses we hold large volumes of personal data, including that of employees, customers and students. We are subject to a wide array of different privacy laws, rules, regulations and standards in the U.S. as well as in foreign jurisdictions where we conduct business, including but not limited to (i) the Children’s Online Privacy Protection Act and state student data privacy laws in connection with personally identifiable information of students, (ii) the Payment Card Industry Data Security Standards in connection with collection of credit card information from customers, and (iii) various EU data protection and privacy laws, including a comprehensive General Data Privacy Regulation that became effective in May 2018. There has been increased public attention regarding the use of personal information and data transfer, accompanied by legislation and regulations intended to strengthen data protection, information security and consumer and personal privacy. The law in these areas continues to develop and the changing nature of privacy laws in the U.S., the European Union and elsewhere could impact our processing of personal and sensitive information of our employees, vendors and customers. Continued privacy concerns may result in new or amended laws and regulations. Our brands and customer relationships are important assets. Future laws and regulations with respect to the collection, compilation, use, 16 and publication of information and consumer privacy could result in limitations on our operations, increased compliance or litigation expense, adverse publicity, reputational damage to our brands and customer relationships, potential cancellation of existing business and diminished ability to compete for future business. It is also possible that we could be prohibited from collecting or disseminating certain types of data, which could affect our ability to meet our customers’ needs. We are subject to risks based on Information Technology systems. A major breach in security or information technology system failure could interrupt the availability of our internet-based products and services, result in corruption and/or loss of data, cause liability or reputational damage to our brands and business and/or result in financial loss. Our business is dependent on information technology systems to support our complex operational and logistical arrangements across our businesses. We provide software and/or internet-based products and services to our customers. We also use complex information technology systems and products to support our business activities, particularly in infrastructure and as we move our products and services to an increasingly digital delivery platform. We face several technological risks associated with software and/or internet-based product and service delivery in our educational businesses, including with respect to information technology capability, reliability and security, enterprise resource planning, system implementations and upgrades. Failures of our information technology systems and products (including because of operational failure, natural disaster, computer virus or hacker attacks) could interrupt the availability of our internet-based products and services, result in corruption or loss of data or breach in security and result in liability, reputational damage to our brands and/or adversely impact our operating results. While we have policies, processes, internal controls and cybersecurity mechanisms in place intended to ensure the stability of our information technology, provide security from unauthorized access to our systems and maintain business continuity, no mechanisms are entirely free from the risk of failure and we have no guarantee that our security mechanisms will be adequate to prevent all possible security threats. Our brand, reputation, especially in the K-12 market, and consequently our operating results may be adversely impacted by unanticipated system failures, corruption, loss of data and/or breaches in security. Failure to prevent or detect a malicious cyber-attack on our information technology systems could result in liability, reputational damage, loss of revenue and/or financial loss. Cyber-attacks and hackers are becoming more sophisticated and pervasive. Our business is dependent on information technology systems to support our complex operational and logistical arrangements across our businesses. We provide software and/or internet-based products and services to our customers. We also use complex information technology systems and products to support our business activities, particularly in infrastructure and as we move our products and services to an increasingly digital delivery platform. Across our businesses we hold large volumes of personal data, including that of employees, customers and students. Efforts to prevent cyber-attacks and hackers from entering our systems are expensive to implement and may limit the functionality of our systems. Individuals try to gain unauthorized access to our systems and data for malicious purposes, and our security measures may fail to prevent such unauthorized access. Cyber-attacks and/ or intentional hacking of our systems could adversely affect the performance or availability of our products, result in loss of customer data, adversely affect our ability to conduct business, or result in theft of our funds or proprietary information, the occurrence of which could result in liability, reputational damage, loss of revenue and/or financial loss. 17 We are dependent on a small number of third parties to print and bind our products and to supply paper, a principal material for our products. If we were to lose our relationship with our key print vendor and/or paper merchant, our business and results of operations may be materially and adversely affected. We outsource the printing and binding of our products and currently rely on one key third-party print vendor that handles approximately 49% of our printing requirements, and we expect a small number of print vendors will continue to account for a substantial portion of our printing requirements for the foreseeable future. The loss of, or a significant adverse change in our relationship with our key print vendor could have a material adverse effect on our business and cost of sales. In addition, we purchase paper, a principal raw material for our print products, primarily through one paper merchant. Further, paper merchants, including our paper merchant, rely on paper mills to produce the paper that they broker. There can be no assurance that our relationships with our print vendor and/or paper merchant will continue or that their business or operations will not be affected by disruptions in the industries that they rely on, including a disruption in the paper mill industry, major disasters or other external factors. The loss of our key print vendor and/or paper merchant, a material change in our relationship with them, a material disruption in their business or their failure to otherwise perform in the expected manner could cause disruptions in our business that may materially and adversely affect our results of operations and financial condition. We may not be able to identify and complete any future acquisitions or achieve the expected benefits from any future acquisitions, which could materially and adversely affect our business, financial condition and results of operations and/or our growth. We have at times used acquisitions as a means of expanding our business and technologies, and expect that we will continue to do so in the future as part of our capital allocation strategy. We may be unable to identify suitable acquisition opportunities and, even if we were able to do so, we may not be able to finance or complete any such future acquisition on terms satisfactory to us. Further, we may not be able to successfully integrate acquisitions into our existing business, achieve anticipated operating advantages and/or realize anticipated cost savings or other synergies. The acquisition and integration of businesses involve a number of risks, including: use of available cash, issuance of equity or debt securities, incurrence of new indebtedness or borrowings under our revolving credit facility to consummate the acquisition and/or integrate the acquired business; diversion of management’s attention from operations of our existing businesses and those of the acquired business to the integration; integration of complex systems, technologies and networks into our existing systems; difficulties in the assimilation and retention of employees; unexpected costs, delays or other risks related to transition support services provided under any transition services agreement that may be executed as part of the acquisition. These transactions may create multiple and overlapping product lines that are offered, priced and supported differently, which could cause customer confusion and delays in service. The demands on our management related to the increase in our size after an acquisition also may have potential adverse effects on our operating results. If we are unable to finance or complete any future acquisition on terms satisfactory to us (or at all) and/or we are unable to successfully integrate any acquisitions into our existing business, achieve anticipated operating advantages and/or realize anticipated cost savings or other synergies from any such acquired business, it could materially and adversely affect our business, financial condition and results of operations. If we are unable to attract, retain and focus a strong leadership team, a dynamic sales force, software engineers and other key personnel, it could have an adverse effect on our business and ability to remain competitive, financial condition and results from operations. Our success depends, in part, on our ability to continue to attract, focus and retain a strong leadership team, a dynamic sales force, software engineers and other key personnel at economically reasonable compensation levels. We operate in highly competitive industry segments that continue to change to adapt to customer needs and technological advances and in which there is intense competition for experienced and highly effective 18 personnel. If we are unable to timely attract and retain key personnel with relevant skills for our evolving industry segments it could adversely affect our business and ability to remain competitive, financial condition and results of operations. In addition, our business results depend largely upon the experience and knowledge of local market dynamics and long-standing customer relationships of our sales personnel. Our inability to attract, retain and focus effective sales and other key personnel at economically reasonable compensation levels could materially and adversely affect our ability to operate profitably and grow our business. If we fail to maintain strong relationships with our authors, illustrators and other creative talent, as well as to develop relationships with new creative talent, our net sales and results of operations could be adversely affected. Our Trade Publishing business and certain aspects of our K-12 business are highly dependent on maintaining strong relationships with the authors, illustrators and other creative talent who produce books and other products sold to our customers. We operate in a number of highly visible industry segments where there is intense competition for successful authors, illustrators and other creative talent. Any overall weakening of these relationships, or the failure to develop successful new relationships, could have an adverse effect on our net sales and results of operations. Our major operating costs and expenses include employee compensation as well as paper, printing and binding costs and expenses for product-related manufacturing, and a significant increase in such costs and expenses could have a material adverse effect on our profitability. Our major operating costs and expenses include employee compensation as well as paper, printing and binding costs for product-related manufacturing. We offer competitive salary and benefit packages in order to attract and retain the employees required to grow and expand our businesses. Compensation costs are influenced by general economic and business factors, including those affecting the cost of health insurance, payout of commissions and incentive compensation and post-retirement benefits, as well as trends specific to the employee skillsets we require. Paper is one of our principal raw materials. Paper prices fluctuate based on the worldwide demand for and supply of paper in general and for the specific types of paper we use. The price of paper may fluctuate significantly in the future, and changes in the market supply of, or demand for paper, could affect delivery times and prices. Paper mills and other suppliers may consolidate or there may be disruptions in their industry and as a result, there may be future shortfalls in quality and quantity supplies necessary to meet the demands of the entire marketplace, including our demands. As a result, we may need to find alternative sources for paper from time to time. In addition, we have extensive printing and binding requirements. We outsource the printing and binding of our books, workbooks and other printed products to third parties, typically under multi-year contracts. Increases in any of these operating costs and expenses could materially and adversely affect our business, profitability, financial condition and results of operations. Further, higher energy costs and other factors affecting the cost of publishing, transporting and distributing our products could adversely affect our financial results. We also have other significant operating costs, and unanticipated increases in these costs could adversely affect our operating margins. Our inability to absorb the impact of increases in paper, printing and binding costs and other costs of publishing, transporting and distributing our products or any strategic determination not to pass on all or a portion of these increases to our customers could adversely affect our business, financial condition and results of operations. Exposure to litigation could have a material effect on our financial position and results of operations. In the ordinary course of business, we are involved in legal actions, claims litigation and other matters arising from our business operations and face the risk that additional actions and claims will be filed in the future. 19 Litigation alleging infringement of copyrights and other intellectual property rights, particularly with respect to proprietary photographs and images, is common in the educational publishing industry. While management does not expect any of the existing legal actions and claims arising from our business operations to have a material adverse effect on our results of operations, financial position or cash flows, due to the inherent uncertainty of the litigation process, the costs of pursuing or defending against any particular legal proceeding, or the resolution of any particular legal proceeding could have a material effect on our financial position and results of operations. We have insurance in such amounts and with such coverage and deductibles as management believes is reasonable. However, our coverage for certain business lines has been exhausted and there can be no assurance that our liability insurance for other business lines will cover all events or that the limits of such coverage will be sufficient to fully cover all potential liabilities thereunder. Operational disruption to our business caused by a major disaster or other external threats could restrict our ability to supply products and services to our customers. Across all our businesses, we manage complex operational and logistical arrangements including distribution centers, data centers and large office facilities. Failure to recover from a major disaster (such as fire, flood or other natural disaster) or other external threat (such as terrorist attacks, strikes, weather or political unrest or other external factors) at a key center or facility could affect our business and employees, disrupt our daily business activities and/or restrict our ability to supply products and services to our customers. We are subject to contingent liabilities that may affect liquidity and our ability to meet our obligations. In the ordinary course of business, we issue performance-related surety bonds and letters of credit posted as security for our operating activities, some of which obligate us to make payments if we fail to perform under certain contracts in connection with the sale of instructional materials and assessment programs. The surety bonds are partially backstopped by letters of credit. As of December 31, 2018, our contingent liability for all letters of credit was approximately $24.3 million, of which $0.1 million were issued to backstop $4.4 million of surety bonds. The letters of credit reduce the borrowing availability on our revolving credit facility, which could affect liquidity and, therefore, our ability to meet our obligations. We may increase the number and amount of contracts that require the use of letters of credit, which may further restrict liquidity and, therefore, our ability to meet our obligations in the future. Our substantial level of indebtedness could adversely affect our financial condition and results of operations. As of December 31, 2018, we had approximately $772.0 million ($763.6 million, net of discount and issuance costs) outstanding under our term loan facility and no amounts outstanding under our revolving credit facility. Our substantial outstanding indebtedness could have important consequences, including the following: • • • • • our high level of indebtedness could make it more difficult for us to satisfy our obligations; our high level of indebtedness could adversely impact our credit rating; the restrictions imposed on the operation of our business under the agreements governing such indebtedness may hinder our ability to take advantage of strategic opportunities to grow our business and to make attractive investments; our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, restructuring, acquisitions or general corporate purposes may be impaired, which could be exacerbated by volatility in the credit markets; we must use a substantial portion of our cash flow from operations to pay principal and interest on our indebtedness, which will reduce the funds available to us for operations, working capital, capital expenditures and other purposes; 20 • • • • • our high level of indebtedness could place us at a competitive disadvantage compared to our competitors that may have proportionately less debt; our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate may be limited; our failure to satisfy our obligations under the agreements governing our indebtedness could result in an event of default, which could result in all of our debt becoming immediately due and payable and could permit our secured lenders to foreclose on our assets securing such indebtedness; our high level of indebtedness makes us more vulnerable to economic downturns and adverse developments in our business and industry; and we may be vulnerable to interest rate increases, as certain of our borrowings bear interest at variable rates. A 1% increase or decrease in the interest rate will change our interest expense by approximately $7.7 million on an annual basis for our term loan facility and $2.5 million on an annual basis for our revolving credit facility, assuming it is fully drawn. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations, prospects and ability to satisfy our obligations. In addition, we may incur substantial additional indebtedness in the future. The terms of the agreements governing our existing indebtedness do not, and any future debt may not, fully prohibit us from doing so. If new indebtedness is added to our current indebtedness levels, the related risks that we now face could substantially intensify. We expect to refinance our debt. As of December 31, 2018, we had approximately $772.0 million ($763.6 million, net of discount and issuance costs) outstanding under our term loan facility which matures on May 29, 2021. We expect to refinance all or a portion of our outstanding debt prior to maturity. There is a risk that we may not be able to refinance existing debt or that the terms of any refinancing may not be as favorable as the terms of our existing debt. Furthermore, if prevailing interest rates or other factors at the time of refinancing result in higher interest rates upon refinancing, then the interest expense relating to that refinanced indebtedness would increase. In addition, changes by any rating agency to our outlook or credit rating could negatively affect our debt and increase the interest amounts we pay on future debt. These risks could adversely affect our financial condition and results of operations. We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful. Our ability to make scheduled payments or to refinance our debt obligations and to fund planned capital expenditures and other growth initiatives depends on our financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We may not be able to maintain a level of cash flow from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness or to fund our other liquidity needs. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or seek to restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to sell material assets or operations to attempt to meet our debt service and other obligations. Our term loan facility and revolving credit facility have certain restrictions on our ability to use the proceeds from asset sales. We may not be able to consummate those asset sales to raise capital or sell assets at prices that we believe are fair and proceeds that we do receive may not be adequate to meet any debt service obligations then due. 21 We may record future goodwill or additional indefinite-lived intangibles impairment charges related to our reporting units, which could have a material adverse impact on our results of operations. We test our goodwill and indefinite-lived intangibles asset balances for impairment during the fourth quarter of each year, or more frequently if indicators are present or changes in circumstances suggest that impairment may exist. In evaluating the potential for impairment of goodwill and indefinite-lived intangible assets, we make assumptions regarding estimated net sales projections, growth rates, cash flows and discount rates. Although we use consistent methodologies in developing the assumptions and estimates underlying the fair value calculations used in our impairment tests, these estimates are uncertain by nature and can vary from actual results. Declines in the future performance and cash flows of the business or small changes in other key assumptions may result in future impairment charges, which could have a material adverse impact on our results of operations. A change from up-front payment by school districts for multi-year programs and actions taken in furtherance of our long-term growth strategy could adversely affect our cash flow. In keeping with the past practice of payments, school districts typically pay up-front when buying multi- year programs. If school districts changed their payment practices to spread their payments to us over the term of a program, our cash flow could be adversely affected. Further, as we execute on our long-term growth strategy, actions taken in furtherance of our strategy, such as transitioning to new business models could adversely impact our cash flow and our business in unforeseen ways. The shift to sales of greater digital content or an increase in consumable print core programs may affect the comparability of our revenue to prior periods and cause increases or decreases in our sales to be reflected in our results of operations on a delayed basis. Our customers typically pay for purchased products up-front; however, we recognize a significant portion of our time-based digital sales over their respective terms, as required by Generally Accepted Accounting Principles in the United States. As a result, an increase in the portion of our sales coming from digital sales may impact the comparison of our revenue results for a period with the same prior-year or consecutive period. Further, sales of consumable print core programs typically result in net sales being recognized over longer periods similar to time- based digital products. As more product offerings move to a consumable print format, more revenue will be deferred and recognized over a longer period of time. Another effect of recognizing revenue from digital and consumable print core program sales over their respective terms is that any increases or decreases in sales during a particular period may not translate into proportional increases or decreases in revenue during that period. Consequently, deteriorating sales activity may be less immediately observable in our results of operations. We face risks of doing business abroad. We conduct business in a number of regions outside of the U.S., including emerging markets in South America, Asia and the Middle East. Accordingly, we face exposure to the risks of doing business abroad, including, but not limited to, longer customer payment terms in certain countries; increased credit risk; difficulties in protecting intellectual property, enforcing or terminating agreements and collecting receivables under certain foreign legal systems; compliance under local privacy laws, rules, regulations and standards; the need to comply with U.S. Foreign Corrupt Practices Act and local laws, rules and regulations; and in some countries, a higher risk of political instability, economic volatility, terrorism, corruption, and social and ethnic unrest. Although we are committed to conducting business in a legal and ethical manner in compliance with local and international statutory requirements and standards applicable to our business, there is a risk that our management, employees or representatives may take actions that violate applicable laws and regulations prohibiting the making of improper payments for the purposes of obtaining or keeping business, including laws such as the U.S. Foreign Corrupt Practices Act or the UK Bribery Act. Responding to investigations is costly and 22 requires a significant amount of management’s time and attention. In addition, investigations may adversely impact our reputation, or lead to litigation and financial impacts. None. Item 1B. Unresolved Staff Comments Item 2. Properties Our principal executive office is located at 125 High Street, Boston, Massachusetts 02110. The following table describes the approximate building areas in square feet, principal uses and the years of expiration on leased premises of our significant operating properties as of December 31, 2018. We believe that these properties are suitable and adequate for our present and anticipated business needs, satisfactory for the uses to which each is put, and, in general, fully utilized. Location Owned Premises: Indianapolis, Indiana . . . . . . . . . . . . . . . . Owned . . . . . . . . . . . . . . . . . . . . . Owned Troy, Missouri Expiration year Leased Premises: Orlando, Florida (a) . . . . . . . . . . . . . . . . . Evanston, Illinois . . . . . . . . . . . . . . . . . . . Geneva, Illinois . . . . . . . . . . . . . . . . . . . . . Boston, Massachusetts (Corporate office) . . . . . . . . . . . . . . . . . . . . . . . . . . Portsmouth, New Hampshire . . . . . . . . . . New York, New York . . . . . . . . . . . . . . . . New York, New York . . . . . . . . . . . . . . . . Austin, Texas . . . . . . . . . . . . . . . . . . . . . . Dublin, Ireland . . . . . . . . . . . . . . . . . . . . . Orlando, Florida . . . . . . . . . . . . . . . . . . . . 2029 2027 2022 2033 2019 2025 2027 2028 2025 2021 Approximate area Principal use of space Segment used by 491,779 575,000 Warehouse Office and warehouse All segments Education 250,842 111,398 485,989 194,946 25,145 31,815 101,841 87,570 28,994 25,400 Office Office Office and warehouse Education Education Education Office Office Office Office Office Office Warehouse All segments Education Education All segments Education Education Corporate Records Center Education St Charles, Illinois . . . . . . . . . . . . . . . . . . 2024 26,029 Office In addition, we lease several other offices that are not material to our operations and, in some instances, are partially or fully subleased. Portions of certain properties listed above are also subleased. (a) Effective October 2019, lease square footage will be reduced to approximately 111,000. Item 3. Legal Proceedings We are involved in legal actions, claims, litigation and other matters incidental to our business. Litigation alleging infringement of copyrights and other intellectual property rights, particularly with respect to proprietary photographs and images, is common in the educational publishing industry. While management believes there is a reasonable possibility we may incur a loss associated with the existing legal actions, claims and litigation, we are not able to estimate such amount, but we do not expect any of these matters to have a material adverse effect on our results of operations, financial position or cash flows. We have insurance in such amounts and with such coverage and deductibles as management believes is reasonable. However, there can be no assurance that our liability insurance will cover all events or that the limits of such coverage will be sufficient to fully cover all potential liabilities thereunder. 23 Not applicable. Item 4. Mine Safety Disclosures Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market information. Our common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “HMHC”. Holders. As of February 1, 2019, there were approximately 5 stockholders of record of our common stock, one of which was Cede & Co., a nominee for The Depository Trust Company. All of our common stock held by brokerage firms, banks and other financial institutions as nominees for beneficial owners are considered to be held of record by Cede & Co., who is considered to be one stockholder of record. A substantially greater number of holders of our common stock are “street name” or beneficial holders, whose shares of common stock are held of record by banks, brokers and other financial institutions. Because such shares of common stock are held on behalf of stockholders, and not by the stockholders directly, and because a stockholder can have multiple positions with different brokerage firms, banks and other financial institutions, we are unable to determine the total number of stockholders we have. Dividends. We have never paid or declared any cash dividends on our common stock. At present, we intend to retain our future earnings, if any, to fund operations, the growth of our business and, as appropriate, execute our share repurchase program. Our future decisions concerning the payment of dividends on our common stock will depend upon our results of operations, financial condition and capital expenditure plans, as well as other factors as our board of directors, in its discretion, may consider relevant, and the extent to which the declaration or payment of dividends may be limited by agreements we have entered into or cause us to lose the benefits of certain of our agreements. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” Performance Graph. The graph below matches the cumulative return of holders of the Company’s common stock with the cumulative returns of the Dow Jones Publishing index, the S&P 500 index, the Nasdaq Composite index, the Russell 2000 index, and a Peer Group index of certain public companies in the educational space, comprised of Pearson PLC, Scholastic Corporation, K-12 Inc., and John Wiley & Sons, Inc. The Russell 2000 index was included as the Company was added to that index during 2014. The graph assumes that the value of the investment in the Company’s common stock, in each index (including reinvestment of dividends) was $100 on November 14, 2013 and tracks it through February 1, 2019. All prices reflect closing prices on the last day of trading at the end of each period. Notwithstanding any general incorporation by reference of this Annual Report into any other document, the information contained in the graph shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Exchange Act of 1934, as amended (the “Exchange Act”) or to the liabilities of Section 18 of the Exchange Act, except: (i) as expressly required by applicable law or regulation; or (ii) to the extent that the Company specifically requests that such information be treated as soliciting material or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act. 24 The stock price performance shown on the graph is not necessarily indicative of future price performance. Information used in the graph was obtained from a source we believe to be reliable, but we do not assume responsibility for any errors or omissions in such information. Recent sales of unregistered securities. There have been no sales of unregistered securities by the Company in the three year period ended December 31, 2018. Issuer Purchases of Equity Securities There were no purchases of equity securities in the fourth quarter of 2018 and for the year ended December 31, 2018. Our Board of Directors previously authorized the repurchase of up to $1.0 billion in aggregate value of the Company’s common stock through December 31, 2018. As of December 31, 2018, when this repurchase authorization expired, there was approximately $482.0 million remaining under this authorization. 25 Item 6. Selected Financial Data The following table summarizes the consolidated historical financial data of Houghton Mifflin Harcourt Company. We derived the consolidated historical financial data as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017, and 2016 from our audited consolidated financial statements included in this Annual Report. We derived the consolidated historical financial statement data as of December 31, 2015 and 2014 and for the years ended December 31, 2015 and 2014 from our consolidated financial statements for such years, which are not included in this Annual Report. The sale of the Riverside Business is considered a Discontinued Operation and accordingly, all results of the Riverside Business have been removed from continuing operations for all periods presented. Historical results for any prior period are not necessarily indicative of results to be expected in any future period. The data set forth in the following table should be read together with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes thereto. Operating Data: Net sales Cost and expenses: Cost of sales, excluding publishing rights and pre-publication amortization . . . . . . . . . . . . . . . . . . . . Publishing rights amortization . . . . . . . . . . . . . . . . . . . . Pre-publication amortization . . . . . . . . . . . . . . . . . . . . . . Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Selling and administrative . . . . . . . . . . . . . . . . . . . . . . . . Other intangible asset amortization . . . . . . . . . . . . . . . . . Impairment charge for pre-publication costs, intangible assets, investment in preferred stock, and fixed assets (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restructuring (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Severance and other charges (3) . . . . . . . . . . . . . . . . . . . Gain on sale of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 (4) (6) (7) 2017 (4) (6) 2016 (4) (6) 2015 (4) (6) 2014 (6) Years Ended December 31, $ 1,322,417 $ 1,327,029 $ 1,291,978 $ 1,319,416 $ 1,279,210 581,467 34,713 109,257 725,437 649,295 26,933 — 4,657 6,821 (201) 588,518 46,238 119,908 754,664 636,326 29,248 3,980 37,775 177 — 578,317 61,351 121,866 761,534 681,170 26,375 130,205 — 15,371 — 582,411 81,007 112,892 776,310 655,887 22,038 — — 4,146 — 544,511 105,624 120,767 770,902 585,989 12,170 1,679 — 6,679 — Operating loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (90,525) (135,141) (322,677) (138,965) (98,209) Other income (expense) Retirement benefits non-service income . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loss on extinguishment of debt Change in fair value of derivative instruments . . . . . . . . . . . . . . . . . . Income from transition services agreement 1,280 (45,680) 2,550 — (1,374) 1,889 3,486 (42,805) 1,338 — 1,366 — 4,253 (39,181) 518 — (614) — 2,787 (32,254) 209 (3,051) (2,362) — 2,649 (18,495) 250 — (1,593) — Loss from continuing operations before taxes . . . . (131,860) (171,756) (357,701) (173,636) (115,398) Income tax expense (benefit) for continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,597 (51,419) (51,556) (20,411) 4,823 Loss from continuing operations . . . . . . . . . . . . . . . (137,457) (120,337) (306,145) (153,225) (120,221) Earnings from discontinued operations, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on sale of discontinued operations, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from discontinued operations, net of tax . . Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net loss per share attributable to common stockholders Basic and diluted: Continuing operations . . . . . . . . . . . . . . . . . . . Discontinued operations . . . . . . . . . . . . . . . . . Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Weighted average shares outstanding Basic and $ $ $ 12,833 30,469 43,302 17,150 — 17,150 21,587 — 21,587 19,356 — 19,356 8,730 — 8,730 (94,155) $ (103,187) $ (284,558) $ (133,869) $ (111,491) (1.11) 0.35 (0.76) $ $ (0.98) $ 0.14 (0.84) $ (2.50) $ 0.18 (2.32) $ (1.12) $ 0.14 (0.98) $ (0.85) 0.06 (0.79) diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123,444,943 122,949,064 122,418,474 136,760,107 140,594,689 26 Balance Sheet Data (as of period end): Cash, cash equivalents and short-term investments . . . . . . . . . . Working capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Debt (short-term and long-term) (5) . . . . . . . . . . . . . . . . . . . . . . Stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Statement of Cash Flows Data: Net cash provided by (used in): Operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Data: Capital expenditures: 2018 (4) (6) (7) 2017 (4) (6) 2016 (4) (6) 2015 (4) (6) 2014 (6) Years Ended December 31, $ 303,198 218,586 2,495,124 763,649 768,470 $ 235,428 126,567 2,439,830 768,194 795,193 $ 306,943 209,982 2,604,307 772,738 880,040 $ 432,403 384,912 2,976,759 777,283 1,198,321 $ 743,345 750,779 2,834,779 235,265 1,759,680 104,084 427 (4,124) 104,748 (193,895) (7,330) 111,785 (106,117) (37,960) 311,906 (667,739) 106,104 467,500 (346,684) 19,529 Pre-publication capital expenditures . . . . . . . . . . . . . . . . . . Property, plant, and equipment capital expenditures . . . . . Depreciation and intangible asset amortization . . . . . . . . . . . . . 123,403 53,741 142,819 131,282 55,092 146,535 118,603 103,152 162,193 100,465 77,183 168,787 111,633 59,177 184,283 (1) Primarily represents tradenames and to a lesser extent software and program development costs, along with a preferred stock investment. (2) Represents cash and noncash charges incurred as a result of our 2017 Restructuring Plan. (3) Represents severance and real estate charges not part of our 2017 Restructuring Plan. (4) (5) 2014 through 2015 include the retrospective adoption of new guidance for the recognition and measurement of debt issuance costs Includes the results of our acquisition of the EdTech business from May 29, 2015 through December 31, 2018. effective for annual reporting periods beginning after December 15, 2015. (6) The sale of the Riverside Business, which was effective October 1, 2018, is considered a Discontinued Operation and accordingly, all results of the Riverside Business have been removed from continuing operations for all periods presented. (7) The 2018 amounts have been impacted by the January 1, 2018 adoption of the new revenue standard. Please refer to the Note 2 included in Item 8. for further details. 27 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis is intended to facilitate an understanding of our results of operations and financial condition and should be read in conjunction with our consolidated financial statements and the related notes thereto included elsewhere in this Annual Report. The following discussion and analysis of our financial condition and results of operations contains forward-looking statements about our business, operations and industry that involve risks and uncertainties, such as statements regarding our plans, objectives, expectations and intentions. Actual results and the timing of events may differ materially from those expressed or implied in such forward-looking statements due to a number of factors, including those set forth under “Risk Factors” and elsewhere in this Annual Report. See “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” Overview We are a global learning company, committed to delivering integrated solutions that engage learners, empower educators and improve student outcomes. We serve over 50 million students and three million teachers in more than 150 countries worldwide. In the United States, we are a leading provider of K-12 educational content by market share. We believe our long-standing reputation and trusted brand enable us to capitalize on consumer and digital trends in the education market through our existing and developing channels. Furthermore, our trade and reference materials, including adult and children’s fiction and non-fiction books, have won industry awards such as the Pulitzer Prize, Newbery and Caldecott medals and National Book Award. Recent Developments Sale of Clinical and Standardized Testing Business and Discontinued Operations On October 1, 2018, we completed the previously announced sale of all the assets, including intellectual property, used primarily in our Riverside clinical and standardized testing business (“Riverside Business”) for cash consideration received of $140.0 million, subject to final working capital adjustment, and the purchaser’s assumption of all liabilities relating to the Riverside Business subject to specified exceptions. Net proceeds from the sale after the payment of transaction costs were approximately $135.0 million with a post-tax book gain on sale of approximately $30.5 million. The sale of the Riverside Business is considered a Discontinued Operation due to its relative size and strategic rationale, and accordingly, all results of the Riverside Business have been removed from continuing operations for all periods presented, including from discussions of total net sales and other results of operations. On the balance sheet, all assets and liabilities transferring to the acquirer have been classified as Assets of discontinued operations or Liabilities of discontinued operations. The results of the Riverside Business were previously reported in our Education segment. Key Aspects and Trends of Our Operations Business Segments We are organized along two business segments: Education and Trade Publishing. Our Education segment is our largest segment and represented approximately 85%, 86% and 87% of our total net sales for the years ended December 31, 2018, 2017 and 2016. Our Trade Publishing segment represented approximately 15%, 14% and 13% of our total net sales for the years ended December 31, 2018, 2017 and 2016. The Corporate and Other category represents certain general overhead costs not fully allocated to the business segments, such as legal, accounting, treasury, human resources and executive functions. Net Sales We derive revenue primarily from the sale of print and digital content and instructional materials, trade books, multimedia instructional programs, license fees for book rights, content, software and services, consulting 28 and training. We primarily sell to customers in the United States. Our net sales are driven primarily as a function of volume and, to a certain extent, changes in price. Our net sales consist of our billings for products and services, less revenue that will be deferred until future recognition along with the transaction price allocation adjusted to reflect the estimated returns for the arrangement. Deferred revenues primarily derive from online interactive digital content, digital and online learning components along with undelivered work-texts, workbooks and services. The work-texts, workbooks and services are deferred until control is transferred to the customer, which often extends over the life of the contract, and our hosted online and digital content is typically recognized ratably over the life of the contract. The digitalization of education content and delivery is driving a shift in the education market. As the K-12 educational market transitions to purchasing more digital, personalized education solutions, we believe our ability now or in the future to offer embedded assessments, adaptive learning, real-time interaction and student specific personalization of educational content in a platform- and device-agnostic manner will provide new opportunities for growth. An increasing number of schools are utilizing digital content in their classrooms and implementing online or blended learning environments, which is altering the historical mix of print and digital educational materials in the classroom. As a result, our business model includes integrated solutions comprised of both print and digital offerings/products to address the needs of the education marketplace. The level of revenues being deferred can fluctuate depending upon the mix of product offering between digital and non-digital products, the length of programs and the mix of product delivered immediately or over time. Core curriculum programs, which typically represent the most significant portion of our Education segment net sales, cover curriculum standards in a particular K-12 academic subject and include a comprehensive offering of teacher and student materials required to conduct the class throughout the school year. Products and services in these programs include print and digital offerings for students and a variety of supporting materials such as teacher’s editions, formative assessments, supplemental materials, whole group instruction materials, practice aids, educational games and professional services. The process through which materials and curricula are selected and procured for classroom use varies throughout the United States. Currently, nineteen states, known as adoption states, review and approve new programs usually every six to eight years on a state-wide basis. School districts in those states typically select and purchase materials from the state-approved list. The remaining states are known as open states or open territories. In those states, materials are not reviewed at the state level, and each individual school or school district is free to procure materials at any time, although most follow a five-to-ten year replacement cycle. The student population in adoption states represents approximately 48% of the U.S. elementary and secondary school-age population. Some adoption states provide “categorical funding” for instructional materials, which means that those state funds cannot be used for any other purpose. Our core curriculum programs, primarily in adoption states, typically have higher deferred sales than other parts of the business. The higher deferred sales are primarily due to the length of time that our programs are being delivered, along with greater component and digital product offerings. A significant portion of our Education segment net sales is dependent upon our ability to maintain residual sales, which are subsequent sales after the year of the original adoption, and our ability to continue to generate new business by developing new programs that meet our customers’ evolving needs. In addition, our market is affected by changes in state curriculum standards, which drive instruction, assessment and accountability in each state. Changes in state curriculum standards require that instructional materials be revised or replaced to align to the new standards, which historically has driven demand for core curriculum programs. We also derive our Education segment net sales from supplemental products that target struggling learners through comprehensive intervention solutions aimed at raising student achievement by providing solutions that combine technology, content and other educational products, as well as consulting and professional development services. We also offer products targeted at assisting English language learners. In international markets, we predominantly export and sell K-12 books to premium private schools that utilize the U.S. curriculum, which are located primarily in Asia, the Pacific, the Middle East, Latin America, the Caribbean and Africa. Our international sales team utilizes a global network of distributors in local markets around the world. 29 Our Trade Publishing segment sells works of fiction and non-fiction in the General Interest and Young Reader’s categories, dictionaries and other reference works. While print remains the primary format in which trade books are produced and distributed, the market for trade titles in digital format, primarily ebooks generally represents approximately 8%-10% of our annual Trade Publishing net sales. Factors affecting our net sales include: Education • • • • • • • • state or district per student funding levels; federal funding levels; the cyclicality of the purchasing schedule for adoption states; student enrollments; adoption of new education standards; state acceptance of submitted programs and participation rates for accepted programs; technological advancement and the introduction of new content and products that meet the needs of students, teachers and consumers, including through strategic agreements pertaining to content development and distribution; and the amount of net sales subject to deferrals which is impacted by the mix of product offering between digital and non-digital products, the length of programs and the mix of product delivered immediately or over time. Trade Publishing • • • • consumer spending levels as influenced by various factors, including the U.S. economy and consumer confidence; the publishing of bestsellers along with obtaining recognized authors; film and series tie-ins to our titles that spur sales of current and backlist titles, which are titles that have been on sale for more than a year; and market growth or contraction. State or district per-student funding levels, which closely correlate with state and local receipts from income, sales and property taxes, impact our sales as institutional customers are affected by funding cycles. Most public school districts, the primary customers for K-12 products and services, are largely dependent on state and local funding to purchase materials. We monitor the purchasing cycles for specific disciplines in the adoption states in order to manage our product development and to plan sales campaigns. Our sales may be materially impacted during the years that major adoption states, such as Florida, California and Texas, are or are not scheduled to make significant purchases. For example, Florida adopted social studies materials in 2016, for purchase in 2017 and adopted Science materials in 2017 for purchase in 2018.Texas adopted Reading/English Language Arts materials in 2018 for purchase in 2019. California adopted history social science materials in 2017 for purchase in 2018 and continuing through 2020 and adopted Science materials in 2018 for purchase in 2019 and continuing through 2021. Both Florida and Texas, along with several other adoption states, provide dedicated state funding for instructional materials and classroom technology, with funding typically appropriated by the legislature in the first half of the year in which materials are to be purchased. Texas has a two-year budget cycle, and in the 2018 legislative session appropriated funds for purchases in 2018 and 2019. California funds instructional materials in part with a dedicated portion of state lottery proceeds and in part out of general formula funds, with the minimum 30 overall level of school funding determined according to the Proposition 98 funding guarantee. We do not currently have contracts with these states for future instructional materials adoptions and there is no guarantee that our programs will be accepted by the state (for example, our K-8 social science materials were not adopted in California in 2017). Long-term growth in the U.S. K-12 market is positively correlated with student enrollments, which is a driver of growth in the educational publishing industry. Although economic cycles may affect short-term buying patterns, school enrollments are highly predictable and are expected to trend upward over the longer term. From 2015 to 2027, total public school enrollment, a major long-term driver of growth in the K-12 Education market, is projected to increase by 3% to 52.1 million students, according to the National Center for Education Statistics. As the K-12 educational market purchases more digital solutions, we believe our ability to offer embedded assessments, adaptive learning, real-time interaction and student specific personalized learning and educational content in a platform- and device-agnostic manner will provide new opportunities for growth. Our Trade Publishing segment is heavily influenced by the U.S. and broader global economy, consumer confidence and consumer spending. As the economy continues to recover, both consumer confidence and consumer spending have increased. While print remains the primary format in which trade books are produced and distributed, the market for trade titles in digital format, primarily ebooks, has developed over the past several years, as the industry evolved to embrace new technologies for developing, producing, marketing and distributing trade works. We continue to focus on the development of innovative new digital products which capitalize on our strong content, our digital expertise and the consumer demand for these products. In the Trade Publishing segment, annual results can be driven by bestselling trade titles. Furthermore, backlist titles can experience resurgence in sales when made into films or series. In the past years, a number of our backlist titles such as The Hobbit, The Lord of the Rings, Life of Pi, The Handmaid’s Tale, The Polar Express, The Giver and The Time Traveler’s Wife have benefited in popularity due to movie or series releases and have subsequently resulted in increased trade sales. We employ several pricing models to serve various customer segments, including institutions, government agencies, consumers and other third parties. In addition to traditional pricing models where a customer receives a product in return for a payment at the time of product receipt, we currently use the following pricing models: • • • Pay-up-front: Customer makes a fixed payment at time of purchase and we provide a specific product/ service in return; Pre-pay Subscription: Customer makes a one-time payment at time of purchase, but receives a stream of goods/services over a defined time horizon; for example, we currently provide customers the option to purchase a multi-year subscription to textbooks where for a one-time charge, a new copy of the work text is delivered to the customer each year for a defined time period. Pre-pay subscriptions to online textbooks are another example where the customer receives access to an online book for a specific period of time; and Pay-as-you-go Subscription: Similar to the pre-pay subscription, except that the customer makes periodic payments in a pre-described manner. Cost of sales, excluding publishing rights and pre-publication amortization Cost of sales, excluding publishing rights and pre-publication amortization, include expenses directly attributable to the production of our products and services, including the non-capitalizable costs associated with 31 our content and platform development group. The expenses within cost of sales include variable costs such as paper, printing and binding costs of our print materials, royalty expenses paid to our authors, gratis costs or products provided at no charge as part of the sales transaction, and inventory obsolescence. Also included in cost of sales are labor costs related to professional services and the non-capitalized costs associated with our content and platform development group. We also include amortization expense associated with our customer-facing software platforms. Certain products such as trade books and products associated with our renowned authors carry higher royalty costs; conversely, digital offerings usually have a lower cost of sales due to lower costs associated with their production. Also, sales to adoption states usually contain higher cost of sales. A change in the sales mix of our products or services can impact consolidated profitability. Publishing rights and Pre-publication amortization A publishing right is an acquired right that allows us to publish and republish existing and future works as well as create new works based on previously published materials. As part of our March 9, 2010 restructuring, we recorded an intangible asset for publishing rights and amortize such asset on an accelerated basis over the useful lives of the various copyrights involved. This amortization will continue to decrease approximately 25% annually through March of 2023. We capitalize the art, prepress, manuscript and other costs incurred in the creation of the master copy of our content, known as the pre-publication costs. Pre-publication costs are primarily amortized from the year of sale over five years using the sum-of-the-years-digits method, which is an accelerated method for calculating an asset’s amortization. Under this method, the amortization expense recorded for a pre-publication cost asset is approximately 33% (year 1), 27% (year 2), 20% (year 3), 13% (year 4) and 7% (year 5). We utilize this policy for all pre-publication costs, except with respect to our Trade Publishing segment’s consumer books, which we generally expense such costs as incurred, and the acquired content of our 2015 acquisition, which we amortize over 7 years using an accelerated amortization method. The amortization methods and periods chosen best reflect the pattern of expected sales generated from individual titles or programs. We periodically evaluate the remaining lives and recoverability of capitalized pre-publication costs, which are often dependent upon program acceptance by state adoption authorities. Selling and administrative expenses Our selling and administrative expenses include the salaries, benefits and related costs of employees engaged in sales and marketing, fulfillment and administrative functions. Also included within selling and administrative costs are variable costs such as commission expense, outbound transportation costs (approximately $33.8 million for the year ended December 31, 2018) and depository fees, which are fees paid to state-mandated depositories that fulfill centralized ordering and warehousing functions for specific states. Additionally, significant fixed and discretionary costs include facilities, telecommunications, professional fees, promotions, sampling and advertising along with depreciation. Other intangible asset amortization Our other intangible asset amortization expense primarily includes the amortization of acquired intangible assets consisting of tradenames, customer relationships, content rights and licenses. The tradenames, customer relationships, content rights and licenses are amortized over varying periods of 6 to 25 years. The expense for the year ended December 31, 2018 was $26.9 million. Interest expense Our interest expense includes interest accrued on our term loan facility along with, to a lesser extent, our revolving credit facility, capital leases, the amortization of any deferred financing fees and loan discounts, and payments in connection with interest rate hedging agreements. Our interest expense for the year ended December 31, 2018 was $45.7 million. 32 Results of Operations Consolidated Operating Results for the Years Ended December 31, 2018 and 2017 (dollars in thousands) Year Ended December 31, 2018 Year Ended December 31, 2017 Dollar change Percent Change Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,322,417 $1,327,029 $ (4,612) (0.3)% Costs and expenses: Cost of sales, excluding publishing rights and pre-publication amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Publishing rights amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pre-publication amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Selling and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other intangible asset amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment charge for pre-publication costs . . . . . . . . . . . . . . . . . . . . Restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Severance and other charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on sale of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 581,467 34,713 109,257 725,437 649,295 26,933 — 4,657 6,821 (201) 588,518 46,238 119,908 754,664 636,326 29,248 3,980 37,775 177 — (7,051) (1.2)% (11,525) (24.9)% (8.9)% (10,651) (3.9)% 2.0% (7.9)% (29,227) 12,969 (2,315) (3,980) NM (33,118) (87.7)% 6,644 NM (201) NM Operating loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (90,525) (135,141) 44,616 33.0% Other income (expense): Retirement benefits non-service income . . . . . . . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Change in fair value of derivative instruments . . . . . . . . . . . . . . . . . . Income from transition services agreement . . . . . . . . . . . . . . . . . . . . . 1,280 (45,680) 2,550 (1,374) 1,889 3,486 (42,805) 1,338 1,366 — (2,206) (63.3)% (6.7)% (2,875) 1,212 90.6% (2,740) NM 1,889 NM Loss from continuing operations before taxes . . . . . . . . . . . . . . . Income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (131,860) 5,597 (171,756) (51,419) 39,896 57,016 NM 23.2% Net loss from continuing operations . . . . . . . . . . . . . . . . . . . . . . $ (137,457) $ (120,337) $(17,120) (14.2)% Income from discontinued operations, net of tax . . . . . . . . . . . . . . . . . Gain on sale of discontinued operations, net of tax . . . . . . . . . . . . . . . 12,833 30,469 17,150 (4,317) (25.2)% — 30,469 NM Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (94,155) $ (103,187) $ 9,032 8.8% NM = not meaningful Net sales for the year ended December 31, 2018 decreased $4.6 million, or 0.3%, from $1,327.0 million in 2017 to $1,322.4 million. The net sales decrease was driven by a $23.8 million decrease in our Education segment, partially offset by a $19.2 million increase in our Trade Publishing segment. Within our Education segment the net sales decrease was primarily due to lower net sales from Core Solutions, which declined by $57.0 million from $595.0 million in 2017 to $538.0 million. The primary drivers of the decrease in Core Solutions sales were decreases in sales relating to disciplines reaching the end of their product lifecycle that are scheduled to be replaced in 2019 with newer programs. Net sales within our science discipline, which is a new program, increased year over year offsetting some of the older program declines. Also contributing to the decline in Core Solutions sales was the non-recurrence of the $5.0 million one-time fee we recognized in 2017 in connection with the expiration of a distribution agreement. Partially offsetting the decrease in our Core Solutions sales was an increase in sales from our Extensions businesses, which primarily consist of our Heinemann brand, intervention and supplemental products as well as professional services. Extensions businesses net sales increased $33.0 million from $551.0 million in 2017 to $584.0 million in 2018 primarily driven by higher Heinemann net sales. The primary driver of the increase in our Heinemann net sales was sales of the Fountas & 33 Pinnell Classroom product, which was introduced in the third quarter of 2017 and additional product launches during the third quarter of 2018. Within our Trade Publishing segment, the increase was primarily due to licensing revenue driven by a new agreement pertaining to our classic backlist titles 1984 and Animal Farm. There was also additional licensing revenue associated with the new Netflix original series, Carmen Sandiego. The increase was partially offset by a decrease in ebook sales of $3.0 million. Operating loss for the year ended December 31, 2018 favorably changed by $44.6 million from a loss of $135.1 million in 2017 to a loss of $90.5 million, due primarily to the following: • A $33.1 million lower charge in 2017 associated with our 2017 Restructuring Plan, which was substantially completed prior to 2018, • A $24.5 million reduction in amortization expense related to publishing rights, pre-publication and other intangible assets, primarily due to our use of accelerated amortization methods for publishing rights amortization along with a decline in pre-publication amortization attributed to the timing of product releases, • Our cost of sales, excluding publishing rights and pre-publication amortization, decreased $7.1 million in 2018, of which $5.0 million is attributed to improved profitability as our cost of sales, excluding publishing rights and pre-publication amortization, as a percentage of net sales decreased to 44.0% from 44.3% due to product mix, • A reduction in impairment charge for pre-publication costs of $4.0 million. In 2017, we impaired $4.0 million of pre-publication costs for certain products that will not have sales in future periods, • Partially offsetting the favorable change in operating loss was a $13.0 million increase in selling and administrative costs, due to an increase of $6.5 million in net labor costs related to higher employee benefit and medical expenses as well as planned merit increases offset by actions taken under the 2017 Restructuring Plan; an increase in variable expenses such as samples, commissions and depository fees of $6.6 million, an increase in discretionary costs of $3.5 million related to travel and entertainment, promotion expense and professional fees along with higher depreciation expense of $3.0 million. Offsetting the increase in selling and administrative costs was lower IT expenses of $6.4 million relating to maintenance contracts, hardware and telecommunications, and facilities, and • A $6.6 million increase in severance and other charges as the majority of such expenses during 2017 were in connection with our 2017 Restructuring Plan and were included within the restructuring line item. Retirement benefits non-service income for the year ended December 31, 2018 changed unfavorably by $2.2 million due to the lowering of the expected return on plan assets assumption in the calculation of net periodic benefit cost in 2018. Interest expense for the year ended December 31, 2018 increased $2.9 million from $42.8 million in 2017 to $45.7 million, primarily due to an increase in interest on the term loan facility of $6.3 million due to an increase in variable interest rates, offset by a reduction of $3.4 million of net settlement payments on our interest rate derivative instruments during 2018. Interest income for the year ended December 31, 2018 increased $1.2 million from $1.3 million in 2017 to $2.5 million, primarily due to increases in interest rates on our investments and higher investment balances. Change in fair value of derivative instruments for the year ended December 31, 2018 unfavorably changed by $2.7 million from a gain of $1.4 million in 2017 to a loss of $1.4 million in 2018. The change in fair value of derivative instruments was related to foreign exchange forward contracts executed on the Euro that were unfavorably impacted by the stronger U.S. dollar against the Euro. 34 Income from transition services agreement for the year ended December 31, 2018 was $1.9 million and was related to transition service fees under the transition services agreement with the purchaser of the Riverside Business whereby we provide certain support functions for a period of up to 18 months from the disposition date in the fourth quarter of 2018. Income tax expense for the year ended December 31, 2018 increased $57.0 million, from a benefit of $51.4 million in 2017 to an expense of $5.6 million in 2018. The 2018 income tax expense was primarily related to movement in the deferred tax liability associated with tax amortization on indefinite-lived intangibles, and state and foreign taxes. The 2017 income tax benefit was partially offset by movement in the deferred tax liability associated with tax amortization on indefinite-lived intangibles, and state and foreign taxes. For both periods, the income tax benefit was impacted by certain discrete tax items including the accrual of potential interest and penalties on uncertain tax positions. Including the effects of these discrete items, the effective tax rate was (4.2)% and 29.9% for the years ended December 31, 2018 and 2017. Consolidated Operating Results for the Years Ended December 31, 2017 and 2016 (dollars in thousands) Year Ended December 31, 2017 Year Ended December 31, 2016 Dollar change Percent Change Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,327,029 $1,291,978 $ 35,051 2.7% Costs and expenses: Cost of sales, excluding publishing rights and pre-publication amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Publishing rights amortization . . . . . . . . . . . . . . . . . . . . . . . . . Pre-publication amortization . . . . . . . . . . . . . . . . . . . . . . . . . . Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Selling and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other intangible asset amortization . . . . . . . . . . . . . . . . . . . . . Impairment charge for pre-publication costs and intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Severance and other charges . . . . . . . . . . . . . . . . . . . . . . . . . . . 588,518 46,238 119,908 754,664 636,326 29,248 3,980 37,775 177 578,317 61,351 121,866 761,534 681,170 26,375 130,205 — 15,371 10,201 (15,113) (1,958) (6,870) (44,844) 2,873 1.8% (24.6)% (1.6)% (0.9)% (6.6)% 10.9% (126,225) 37,775 (15,194) (96.9)% NM (98.8)% Operating loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (135,141) (322,677) 187,536 58.1% Other income (expense): Retirement benefits non-service income . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Change in fair value of derivative instruments . . . . . . . . . . . . . 3,486 (42,805) 1,338 1,366 4,253 (39,181) 518 (614) (767) (3,624) 820 1,980 Loss from continuing operations before taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax benefit (171,756) (51,419) (357,701) (51,556) 185,945 137 Net loss from continuing operations . . . . . . . . . . . . . . . . . $ (120,337) $ (306,145) $ 185,808 (18.0)% (9.2)% NM NM 52.0% 0.3% 60.7% Income from discontinued operations, net of tax . . . . . . . . . . . 17,150 21,587 (4,437) (20.6)% Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (103,187) $ (284,558) $ 181,371 63.7% NM = not meaningful Net sales for the year ended December 31, 2017 increased $35.1 million, or 2.7%, from $1,292.0 million in 2016 to $1,327.0 million. The net sales increase was driven by a $20.1 million increase in our Education segment 35 and a $15.0 million increase in our Trade Publishing segment during 2017. Within our Education segment, the increase was primarily due to greater sales from our Extension businesses, which primarily consist of Heinemann, intervention, supplemental and assessment products as well as professional services. Extension businesses net sales for 2017 increased $28.0 million from $523.0 million in 2016 to $551.0 million primarily driven by higher Heinemann and supplemental net sales in 2017. The primary drivers of the increase in our Heinemann net sales were sales of Classroom Libraries along with the introduction of Fountas & Pinnell Classroom product. The primary drivers of the increase in our supplemental net sales were sales of custom book bundles. Also, within our Extension businesses, intervention net sales declined year over year, offsetting a portion of the above increases. Partially offsetting the increase in our Extension businesses net sales were lower Core Solutions sales, inclusive of international sales, which declined by $8.0 million from $603.0 million in 2016 to $595.0 million in 2017. The primary drivers of the decrease in our Core Solutions business were lower Reading and Math program net sales in open territory states, lower Math program sales in adoption states and lower sales from our international business, primarily due to a large Department of Defense order in 2016 not repeated in 2017. Partially offsetting the decrease in Core Solutions net sales was a $5.0 million one-time fee we recognized in 2017 in connection with the expiration of a distribution agreement. Within our Trade business, the increase was primarily due to sales of the Whole30 series and Tim Ferriss’ Tribe of Mentors and Tools of Titans, stronger ebook sales, such as The Handmaid’s Tale and 1984, and backlist print title sales, such as The Polar Express and The Giver, along with a lower product return rate and higher subrights income. Operating loss for the year ended December 31, 2017 favorably changed by $187.5 million from a loss of $322.7 million in 2016 to a loss of $135.1 million, due primarily to the following: • A reduction in Impairment charge for pre-publication costs and intangible assets of $126.2 million. In 2016, we incurred an impairment charge pertaining to certain tradenames within the education business due to a strategic decision to gradually migrate away from specific imprints, primarily Holt McDougal, and our various supplemental brands, in favor of branding our products under the HMH and Houghton Mifflin Harcourt names. In 2017, we impaired $4.0 million of pre-publication costs for products that will not have sales in future periods, • An increase in net sales of $35.1 million, • A $44.8 million decrease in selling and administrative costs primarily due to lower professional fees of $18.9 million (of which $10.0 million relates to legal settlement costs for copyright litigation during the prior year period coupled with a net $3.6 million insurance reimbursement during 2017), a reduction of internal and outside labor related costs of $16.9 million, and lower discretionary expense such as promotion and travel and entertainment expenses of $15.7 million, all largely due to actions taken under the 2017 Restructuring Plan. Additionally, variable expenses such as samples, transportation and depository fees were $7.4 million lower in 2017, and fixed costs and depreciation were $6.3 million lower. The decrease in selling and administrative costs was partially offset by $16.9 million of higher commission expense and annual incentive plan compensation due to greater achievement of targeted levels than in the prior-year period, and $5.0 million of higher office lease cost due to the expiration of favorable office leases, • A $14.2 million net reduction in amortization expense related to publishing rights, pre-publication and other intangible assets, primarily due to our use of accelerated amortization methods for publishing rights amortization, partially offset by the amortization of certain previously unamortized tradenames, due to a change in estimate of their useful lives during the fourth quarter of 2016, • A $15.2 million reduction in severance and other charges as the majority of such expenses during 2017 were under our 2017 Restructuring Plan and have been included within the restructuring line item, • Partially offsetting the favorable change in operating loss was a $37.8 million charge associated with our 2017 Restructuring Plan, which includes severance and termination benefits of $16.2 million, real estate consolidation costs of $5.0 million, implementation costs of $7.5 million and an impairment charge related to a certain long-lived asset included within property, plant, and equipment of $9.1 million, and 36 • Our cost of sales, excluding publishing rights and pre-publication amortization, increased $10.2 million of which $15.7 million is attributed to higher sales volume offset by $5.6 million of improved profitability as our cost of sales, excluding publishing rights and pre-publication amortization, as a percentage of net sales decreased to 44.3% from 44.8% due to product mix, increased Trade ebook sales, and a $5.0 million one-time fee we recognized associated with the expiration of distribution agreement that did not carry any cost of sales. Retirement benefits non-service income for the year ended December 31, 2017 changed unfavorably by $0.8 million due to the increase in amortization of net loss in the calculation of net periodic benefit cost in 2017. Interest expense for the year ended December 31, 2017 increased $3.6 million, or 9.2%, from $39.2 million in 2016 to $42.8 million, primarily due to $4.1 million of net settlement payments on our interest rate derivative instruments during 2017, offset by the lower outstanding balance on our term loan facility. Interest income for the year ended December 31, 2017 increased $0.8 million from $0.5 million in 2016 to $1.3 million, primarily due to increases in interest rates on our investments. Change in fair value of derivative instruments for the year ended December 31, 2017 favorably changed by $2.0 million from a loss of $0.6 million in 2016 to a gain of $1.4 million in 2017. The change in fair value of derivative instruments was related to foreign exchange forward contracts executed on the Euro that were favorably impacted by the weaker U.S. dollar against the Euro. Income tax benefit for the year ended December 31, 2017 decreased $0.2 million, from a benefit of $51.6 million in 2016 to a benefit of $51.4 million in 2017. The 2017 income tax benefit was primarily related to the following effects of U.S. tax reform: • A $31.5 million benefit related to the remeasurement of U.S. net deferred tax liabilities associated with indefinite-lived intangible assets to reflect the change in U.S. corporate tax rate from 35% to 21%, and • A $40.4 million benefit related to the release of valuation allowance due to the Company’s ability to utilize indefinite-lived deferred tax liabilities as a source of future taxable income in its assessment of realization of deferred tax assets. This is a result of the U.S. tax law change that would extend net operating losses generated in taxable years beginning after December 31, 2017 to an unlimited carryforward period subject to an 80% utilization against future taxable earnings. The 2017 income tax benefit was partially offset by movement in the deferred tax liability associated with tax amortization on indefinite-lived intangibles, and state and foreign taxes. The 2016 income tax benefit was primarily related to a change from indefinite-lived intangibles to definite-lived, partially offset by movement in the deferred tax liability associated with tax amortization on indefinite-lived intangibles, and state and foreign taxes. For both periods, the income tax benefit was impacted by certain discrete tax items including the accrual of potential interest and penalties on uncertain tax positions. Including the effects of these discrete items, the effective tax rate was 29.9% and 14.4% for the years ended December 31, 2017 and 2016. Adjusted EBITDA From Continuing Operations To supplement our financial statements presented in accordance with GAAP, we have presented Adjusted EBITDA from continuing operations, which is not prepared in accordance with GAAP. This information should be considered as supplemental in nature and should not be considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP. Management believes that the presentation of Adjusted EBITDA provides useful information to investors regarding our results of operations because it assists both investors and management in analyzing and benchmarking the performance and value of our business. Adjusted EBITDA provides an indicator of general economic performance that is not affected by debt restructurings, fluctuations in interest rates or effective tax rates, non-cash charges, or levels of depreciation or 37 amortization along with costs such as severance, separation and facility closure costs, acquisition/disposition- related activity costs, restructuring costs and integration costs. Accordingly, our management believes that this measurement is useful for comparing general operating performance from period to period. In addition, targets in Adjusted EBITDA (further adjusted to include changes in deferred revenue) are used as performance measures to determine certain compensation of management, and Adjusted EBITDA is used as the base for calculations relating to incurrence covenants in our debt agreements. Other companies may define Adjusted EBITDA differently and, as a result, our measure of Adjusted EBITDA may not be directly comparable to Adjusted EBITDA of other companies. Although we use Adjusted EBITDA as a financial measure to assess the performance of our business, the use of Adjusted EBITDA is limited because it does not include certain material costs, such as interest and taxes, necessary to operate our business. Adjusted EBITDA should be considered in addition to, and not as a substitute for, net loss/income in accordance with GAAP as a measure of performance. Adjusted EBITDA is not intended to be a measure of liquidity or free cash flow for discretionary use. You are cautioned not to place undue reliance on Adjusted EBITDA. Below is a reconciliation of Adjusted EBITDA from continuing operations to our net loss from continuing operations for the years ended December 31, 2018, 2017 and 2016: Years Ended December 31, 2018 2017 2016 Net loss from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision (benefit) for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization expense—film asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-cash charges—stock-compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-cash charges—(gain) loss on derivative instruments . . . . . . . . . . . . . . . Non-cash charges—asset impairment charges . . . . . . . . . . . . . . . . . . . . . . . . Purchase accounting adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fees, expenses or charges for equity offerings, debt or acquisitions/dispositions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2017 Restructuring Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restructuring/Integration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Severance, separation costs and facility closures . . . . . . . . . . . . . . . . . . . . . . Legal (reimbursement) settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on sale of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(137,457) $(120,337) $(306,145) 39,181 (518) (51,556) 74,467 — 45,680 (2,550) 5,597 75,116 6,057 170,903 13,248 1,374 — — 42,805 (1,338) (51,419) 71,049 — 195,394 10,728 (1,366) 3,980 — 2,883 4,657 — 6,821 — (201) 1,464 37,775 — 177 (3,633) — 209,592 10,491 614 130,205 5,116 1,123 — 14,364 15,371 10,000 — Adjusted EBITDA from continuing operations . . . . . . . . . . . . . . . . . . . . . . . $ 192,128 $ 185,279 $ 152,305 38 Segment Operating Results Results of Operations—Comparing Years Ended December 31, 2018, 2017 and 2016 Education Years Ended December 31, 2018 2017 2016 2018 vs. 2017 2017 vs. 2016 Dollar change Percent change Dollar change Percent change Net sales . . . . . . . . . . . . . . . . . . . . . . $1,122,689 $1,146,453 $1,126,363 $(23,764) Costs and expenses: Cost of sales, excluding publishing (2.1)% $ 20,090 1.8% rights and pre-publication amortization . . . . . . . . . . . . . . . . . Publishing rights amortization . . . . . Pre-publication amortization . . . . . . Cost of sales . . . . . . . . . . . . . . . . . . . Selling and administrative . . . . . . . . Other intangible asset 451,195 28,059 108,953 588,207 518,014 472,925 38,721 119,540 631,186 498,334 466,593 52,660 121,459 640,712 522,806 (21,730) (10,662) (10,587) (42,979) 19,680 6,332 1.4% (4.6)% (27.5)% (13,939) (26.5)% (1.6)% (8.9)% (1,919) (6.8)% (9,526) 3.9% (24,472) (1.5)% (4.7)% amortization . . . . . . . . . . . . . . . . . 20,989 23,436 22,875 (2,447) (10.4)% 561 2.5% Impairment charge for pre- publication costs and intangible assets . . . . . . . . . . . . . . Gain on sale of assets . . . . . . . . . . . . Operating loss from continuing — (201) 3,980 — 130,205 — (3,980) NM (201) NM (126,225) NM — NM operations . . . . . . . . . . . . . . . . . . . $ (4,320) $ (10,483) $ (190,235) $ 6,163 58.8% $ 179,752 94.5% Net loss from continuing operations . . . . . . . . . . . . . . . $ (4,320) $ (10,483) $ (190,235) $ 6,163 58.8% $ 179,752 94.5% Adjustments from net income (loss) from continuing operations to Education segment Adjusted EBITDA Depreciation expense . . . . . . . . $ Amortization expense . . . . . . . Non-cash charges—asset 57,124 $ 158,001 48,747 $ 181,697 52,552 $ 8,377 (23,696) 196,994 (3,805) 17.2% $ (13.0)% (15,297) (7.2)% (7.8)% impairment charges . . . . . . . — 3,980 130,205 (3,980) NM (126,225) (96.9)% Purchase accounting adjustments . . . . . . . . . . . . . Gain on sale of assets . . . . . . . . — (201) — — 5,116 — — NM (201) NM (5,116) NM — NM Education segment Adjusted EBITDA . . . . . . . . . . . . . . . . $ 210,604 $ 223,941 $ 194,632 $(13,337) (6.0)% $ 29,309 15.1% Education segment Adjusted EBITDA as a % of net sales . . . . . . . . . . . . . . . . . . . 18.8% 19.5% 17.3% NM = not meaningful Our Education segment net sales for the year ended December 31, 2018 decreased $23.8 million, or 2.1%, from $1,146.5 million in 2017 to $1,122.7 million. The net sales decrease was primarily due to lower net sales from Core Solutions, which declined by $57.0 million from $595.0 million in 2017 to $538.0 million. The 39 primary drivers of the decrease in Core Solutions sales were decreases in sales relating to disciplines reaching the end of their product lifecycle that are scheduled to be replaced in 2019 with newer programs. Net sales within our science discipline, which is a new program, increased year over year offsetting some of the older program declines. Also contributing to the decline in Core Solutions sales was the non-recurrence of the $5.0 million one- time fee we recognized in 2017 in connection with the expiration of a distribution agreement. Partially offsetting the decrease in our Core Solutions sales was an increase in sales from our Extensions businesses, which primarily consist of our Heinemann brand, intervention and supplemental products as well as professional services. Extensions businesses net sales increased $33.0 million from $551.0 million in 2017 to $584.0 million in 2018 primarily driven by higher Heinemann net sales. The primary driver of the increase in our Heinemann net sales was sales of the Fountas & Pinnell Classroom product, which was introduced in the third quarter of 2017 and additional product launches during the third quarter of 2018. Our Education segment net sales for the year ended December 31, 2017 increased $20.1 million, or 1.8%, from $1,126.4 million in 2016 to $1,146.5 million. The net sales increase was primarily due to greater sales from our Extension businesses, which primarily consist of Heinemann, intervention, supplemental and assessment products as well as professional services. Extension businesses net sales for 2017 increased $28.0 million from $523.0 million in the 2016 to $551.0 million primarily driven by higher Heinemann and supplemental net sales. The primary drivers of the increase in our Heinemann net sales were sales of our Classroom Libraries offering along with the introduction of our Fountas & Pinnell Classroom product. The primary drivers of the increase in our supplemental net sales for the year ended December 31, 2017 were sales of custom book bundles. Also within our Extension businesses, our assessment and intervention net sales declined year over year, offsetting a portion of the above increases. Partially offsetting the increase in our Extension businesses net sales were lower Core Solutions sales, inclusive of international sales, which declined by $8.0 million from $603.0 million in 2016 to $595.0 million in 2017. The primary drivers behind the decrease in our Core Solutions business were lower net sales of open territory programs, Core Solutions math programs across adoption states and lower sales from our international business, primarily due to a large Department of Defense order in the prior year not repeated in 2017. Partially offsetting the decrease in Core Solutions net sales was a $5.0 million one-time fee we recognized in connection with the expiration of a distribution agreement. Our Education segment cost of sales for the year ended December 31, 2018 decreased $43.0 million, or 6.8%, from $631.2 million in 2017 to $588.2 million. Publishing rights and pre-publication amortization decreased by $21.2 million from 2017 primarily due a decline in pre-publication amortization attributed to the timing of product releases along with our use of accelerated amortization methods for publishing rights amortization. Our cost of sales, excluding publishing rights and pre-publication amortization, decreased $21.7 million from $472.9 million in 2017 to $451.2 million in 2018 of which $9.8 million is attributed to lower sales volume coupled with $11.9 million of improved profitability as our cost of sales, excluding publishing rights and pre-publication amortization, as a percentage of net sales decreased to 40.2% from 41.3%, primarily due to product mix. Our Education segment cost of sales for the year ended December 31, 2017, decreased $9.5 million, or 1.5%, from $640.7 million in 2016 to $631.2 million. Publishing rights and pre-publication amortization decreased by $15.9 million from 2017 primarily due to our use of accelerated amortization methods for publishing rights amortization. Our cost of sales, excluding publishing rights and pre-publication amortization, increased $6.3 million primarily due to higher sales volume. Our Education segment selling and administrative expense for the year ended December 31, 2018 increased $19.7 million, or 3.9%, from $498.3 million in 2017 to $518.0 million. The increase was driven by higher depreciation, an increase in professional fees, an increase in variable expenses such as commissions and depository fees and an increase in discretionary spending such as travel and entertainment. Partially offsetting the increases in costs was a reduction in labor related costs, partially offset by benefit and medical expenses as well as planned merit increases, along with a decrease in technology costs due to reduced hosting and maintenance contracts in connection with the actions taken under the 2017 Restructuring Plan. 40 Our Education segment selling and administrative expense for the year ended December 31, 2017 decreased $24.5 million, or 4.7%, from $522.8 million in 2016 to $498.3 million. The decrease was driven by a reduction in internal and outside labor related costs, a reduction in marketing and advertising costs along with lower travel and entertainment expenses, primarily as a result of actions taken under the 2017 Restructuring Plan. Further, samples, transportation and depository fees were lower in 2017. The decrease was partially offset by higher incentive compensation, and higher commission expense due to greater achievement levels than in 2016 along with higher office lease cost due to the expiration of favorable office leases. Our Education segment other intangible asset amortization expense for the year ended December 31, 2018 decreased $2.4 million, or 10.4%, from 2017, which was due to certain intangible assets becoming fully amortized in the middle of 2017. Our Education segment other intangible asset amortization expense for the year ended December 31, 2017 increased $0.6 million from 2016, which was related to the amortization of certain previously unamortized tradenames, due to a change in estimate of their useful lives during the fourth quarter of 2016, partially offset by decline of other existing intangible assets. Our Education segment impairment charge for pre-publication costs decreased $4.0 million in 2018 from 2017. There was no impairment charge in 2018. In 2017, the impairment charge of $4.0 million was related to a certain program included within pre-publication costs. Our Education segment impairment charge for pre-publication costs and intangible assets decreased $126.2 million in 2017 from 2016. In 2016, the impairment charge of $130.2 million was for intangible assets, as the Company made the strategic decision to gradually migrate away from specific imprints, primarily Holt McDougal and various supplemental brands, in favor of branding our products under the HMH and Houghton Mifflin Harcourt names. In 2017, the impairment charge of $4.0 million was related to a certain program included within pre-publication costs. Our Education segment Adjusted EBITDA for the year ended December 31, 2018 decreased $13.3 million, or 6.0%, from $223.9 million in 2017 to $210.6 million. Our Education segment Adjusted EBITDA excludes depreciation, amortization and loss on sale of assets. The decrease is due to the identified factors impacting net sales, cost of sales and selling and administrative expenses after removing those items not included in Education segment Adjusted EBITDA. Education segment Adjusted EBITDA as a percentage of net sales was 18.8% and 19.5% for each of the years ended December 31, 2018 and 2017, respectively. Our Education segment Adjusted EBITDA for the year ended December 31, 2017, improved $29.3 million, or 15.1%, from $194.6 million in 2016 to $223.9 million in 2017. Our Education segment Adjusted EBITDA excludes depreciation, amortization, asset impairment charges and purchase accounting adjustments. The 2016 purchase accounting adjustments primarily relate to a 2015 acquisition. The increase is due to the identified factors impacting net sales, cost of sales and selling and administrative expenses after removing those items not included in Education segment Adjusted EBITDA. Education segment Adjusted EBITDA as a percentage of net sales was 19.5% and 17.3% for each of the years ended December 31, 2017 and 2016, respectively. 41 Years Ended December 31, 2018 2017 2016 2018 vs. 2017 2017 vs. 2016 Dollar change Percent change Dollar change Percent change $199,728 $180,576 $165,615 $19,152 10.6% $14,961 9.0% Trade Publishing Net sales . . . . . . . . . . . . . . . . . . . . . . . Costs and expenses: Cost of sales, excluding publishing rights and pre-publication amortization . . . . . . . . . . . . . . . . . . . Publishing rights amortization . . . . . . Pre-publication amortization . . . . . . . . Cost of sales . . . . . . . . . . . . . . . . . . . . Selling and administrative . . . . . . . . . . Other intangible asset amortization . . . 130,272 6,654 304 137,230 54,129 5,944 115,593 7,517 368 123,478 53,288 5,812 111,724 8,691 407 120,822 48,227 3,500 14,679 (863) (64) 13,752 841 132 12.7% 3,869 (11.5)% (1,174) (39) (17.4)% 3.5% (13.5)% (9.6)% 11.1% 2,656 1.6% 5,061 2.3% 2,312 2.2% 10.5% 66.1% 71.1% 71.1% Operating income (loss) . . . . . . . . . . . Net income (loss) . . . . . . . . . . . . . . . . $ $ 2,425 $ (2,002) $ (6,934) $ 4,427 NM $ 4,932 2,425 $ (2,002) $ (6,934) $ 4,427 NM $ 4,932 Adjustments from net income (loss) to Trade Publishing segment Adjusted EBITDA Depreciation expense . . . . . . . . . Amortization expense film asset . . . . . . . . . . . . . . . . . Amortization expense . . . . . . . . . Trade Publishing segment $ 558 $ 401 $ 591 $ 157 39.2% $ (190) (32.1)% 6,057 12,902 — 13,697 — 12,598 6,057 (795) NM — (5.8)% 1,099 NM 8.7% Adjusted EBITDA . . . . . . . . . . $ 21,942 $ 12,096 $ 6,255 $ 9,846 81.4% $ 5,841 93.4% Trade Publishing segment Adjusted EBITDA as a % of net sales . . . . . . . . . . . . . . . . . . 11.0% 6.7% 3.8% NM = not meaningful Our Trade Publishing segment net sales for the year ended December 31, 2018 increased $19.2 million, or 10.6%, from $180.6 million in 2017 to $199.7 million. The increase was primarily due to licensing revenue driven by a new agreement pertaining to our classic backlist titles 1984 and Animal Farm. There was also additional licensing revenue associated with the new Netflix original series, Carmen Sandiego. Further, the year benefited from sales of the Little Blue Truck series, Instant Pot Miracle and the Whole 30 series. Additionally, there were strong net sales of the backlist title Beautiful Boy which benefited from the release of the movie. Partially offsetting the aforementioned was a decrease in ebook sales. Our Trade Publishing segment net sales for the year ended December 31, 2017 increased $15.0 million, or 9.0%, from $165.6 million in 2016 to $180.6 million. The increase in net sales was driven by 2017 sales of the Whole30 series and Tim Ferriss’ Tribe of Mentors and Tools of Titans, stronger ebook sales, such as The Handmaid’s Tale and 1984, and backlist print title sales, such as The Polar Express and The Giver, along with favorable product return experience and higher subrights income. Our Trade Publishing segment cost of sales for the year ended December 31, 2018 increased $13.8 million, or 11.1%, from $123.5 million in 2017 to $137.2 million. The increase was primarily driven by our cost of sales, excluding publishing rights and pre-publication amortization which increased $14.7 million. Approximately 42 $12.3 million of the increase was driven by higher sales volume, coupled with an unfavorable change in profitability of $2.4 million as our cost of sales, excluding publishing rights and pre-publication amortization, as a percentage of net sales increased to 65.2% from 64.0%. The increase in rate was due to a product mix partially driven by a decrease in ebook sales. Partially offsetting the aforementioned increases were slightly lower publishing rights amortization due to our use of accelerated amortization methods. Our Trade Publishing segment cost of sales for the year ended December 31, 2017 increased $2.7 million, or 2.2%, from $120.8 million in 2016 to $123.5 million. Approximately $10.1 million of the increase was driven by higher sales volume, partially offset by $6.2 million of lower costs as our cost of sales, excluding publishing rights and pre-publication amortization, as a percentage of net sales decreased to 64.0% from 67.5%. The decline in rate was due to a product mix partially driven by an increase in ebook sales. Further, the increase in our costs of sales was also slightly offset by $1.2 million of lower amortization expense of publishing rights and pre- publication amortization due to our use of accelerated amortization methods. Our Trade Publishing segment selling and administrative expense for the year ended December 31, 2018 increased $0.8 million from $53.3 million in 2017, to $54.1 million. The increase was primarily due to higher marketing and advertising costs. Our Trade Publishing segment selling and administrative expense for the year ended December 31, 2017 increased $5.1 million from $48.2 million in 2016, to $53.3 million. The increase was primarily due to higher transportation costs associated with increased sales volume along with higher costs to support consumer products, partially offset by a reduction of internal and outside labor related costs and lower discretionary costs, all largely due to actions taken under the 2017 Restructuring Plan. Our Trade Publishing segment other intangible asset amortization expense for the year ended December 31, 2018 slightly increased from 2017. Our Trade Publishing segment other intangible asset amortization expense for the year ended December 31, 2017 increased $2.3 million from 2016, which was related to amortization of certain previously unamortized tradenames, due to a change in estimate of their useful lives during the fourth quarter of 2016, offset by our use of accelerated amortization methods. Our Trade Publishing segment Adjusted EBITDA for the year ended December 31, 2018 changed favorably from $12.1 million in 2017 to $21.9 million. Our Trade Publishing segment Adjusted EBITDA excludes depreciation and amortization costs. Our Trade Publishing segment Adjusted EBITDA as a percentage of net sales was 11.0% for the year ended December 31, 2018, which was a favorable change from 6.7% in 2017 due to the identified factors impacting net sales, cost of sales and selling and administrative expenses after removing those items not included in Trade Publishing segment Adjusted EBITDA. Our Trade Publishing segment Adjusted EBITDA for the year ended December 31, 2017 improved $5.8 million, from $6.3 million in 2016 to $12.1 million in 2017. Our Trade Publishing segment Adjusted EBITDA excludes depreciation and amortization costs. Our Trade Publishing segment Adjusted EBITDA as a percentage of net sales was 6.7% for the year ended December 31, 2017, which was a favorable change from 3.8% in 2016 due to the identified factors impacting net sales, cost of sales and selling and administrative expenses after removing those items not included in Trade Publishing segment Adjusted EBITDA. 43 Corporate and Other Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . $ Costs and expenses: Cost of sales, excluding publishing rights and pre-publication amortization . . . . . Publishing rights amortization . . . . . . . . . Pre-publication amortization . . . . . . . . . . Cost of sales . . . . . . . . . . . . . . . . . . . . . . . Selling and administrative . . . . . . . . . . . . Restructuring . . . . . . . . . . . . . . . . . . . . . . Severance and other charges . . . . . . . . . . . 2018 vs. 2017 2017 vs. 2016 Years Ended December 31, 2018 2017 2016 Dollar change Percent change Dollar change Percent change — $ — $ — $ — NM $ — NM — — — — 77,152 4,657 6,821 — — — — 84,704 37,775 177 — — — — — NM — NM — NM — NM — NM — NM — NM — NM 110,137 (7,552) (8.9)% (25,433) (23.1)% — (33,118) (87.7)% 37,775 NM 15,371 6,644 NM (15,194) (98.8)% Operating loss . . . . . . . . . . . . . . . . . . . . . . $ (88,630) $(122,656) $(125,508) $ 34,026 27.7% $ 2,852 2.3% Retirement benefits non-service income . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . Interest income . . . . . . . . . . . . . . . . . . . . . Change in fair value of derivative 1,280 (45,680) 2,550 3,486 (42,805) 1,338 4,253 (39,181) 518 (2,206) (63.3)% (2,875) 1,212 (6.7)% (3,624) 90.6% (767) (18.0)% (9.2)% 820 NM instruments . . . . . . . . . . . . . . . . . . . . . . (1,374) 1,366 (614) (2,740) NM 1,980 NM Income from transition services agreement . . . . . . . . . . . . . . . . . . . . . . . 1,889 — — 1,889 NM — NM Loss before taxes . . . . . . . . . . . . . . . . . . . Income tax (benefit) expense . . . . . . . . . . (129,965) 5,597 (159,271) (51,419) (160,532) (51,556) 29,306 57,016 NM 18.4% 1,261 137 Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . $(135,562) $(107,852) $(108,976) $(27,710) (25.7)% $ 1,124 0.8% 0.3% 1.0% Adjustments from net loss to Corporate and Other Adjusted EBITDA Interest expense . . . . . . . . . . . . . . . . $ 45,680 $ 42,805 $ 39,181 $ 2,875 Interest income . . . . . . . . . . . . . . . . . Provision (benefit) for income (2,550) (1,338) (518) 6.7% $ 3,624 9.2% (1,212) 90.6% (820) NM taxes . . . . . . . . . . . . . . . . . . . . . . . Depreciation expense . . . . . . . . . . . . Non-cash charges—loss on 5,597 17,434 (51,419) 21,901 (51,556) 21,324 57,016 NM (4,467) (20.4)% 137 577 0.3% 2.7% derivative instruments . . . . . . . . . 1,374 (1,366) 614 2,740 NM (1,980) NM Non-cash charges—stock- compensation . . . . . . . . . . . . . . . . Fees, expenses or charges for equity offerings, debt or acquisitions/ dispositions . . . . . . . . . . . . . . . . . . 2017 Restructuring Plan . . . . . . . . . . Restructuring/integration . . . . . . . . . Severance separation costs and facility closures . . . . . . . . . . . . . . . . . Legal (reimbursement) settlement Corporate and Other 13,248 10,728 10,491 2,520 23.5% 237 2.3% 2,883 4,657 — 6,821 — 1,464 37,775 — 1,123 1,419 96.9% — (33,118) (87.7)% 37,775 NM — NM (14,364) NM 341 30.4% 14,364 177 (3,633) 15,371 10,000 6,644 NM (15,194) (98.8)% 3,633 NM (13,633) NM Adjusted EBITDA . . . . . . . . . . . . $ (40,418) $ (50,758) $ (48,582) $ 10,340 20.4% $ (2,176) (4.4)% 44 NM= not meaningful The Corporate and Other category represents certain general overhead costs not fully allocated to the business segments such as legal, accounting, treasury, human resources, technology and executive functions along with restructuring, severance and other non-operating costs. Our selling and administrative expense for the Corporate and Other category for year the ended December 31, 2018 decreased $7.6 million, or 8.9%, from $84.7 million in 2017 to $77.2 million. The decrease was primarily due to $4.5 million of lower depreciation expense associated with the Company’s technology infrastructure and lower labor costs, rent and technology cost, all attributed to the 2017 Restructuring actions partially offset by higher professional fees and stock compensation charges. Our selling and administrative expense for the Corporate and Other category for the year ended December 31, 2017 decreased $25.4 million, or 23.1%, from $110.1 million in 2016 to $84.7 million. The decrease was primarily due to legal settlement costs for permissions litigation of $10.0 million in 2016 and a subsequent insurance net reimbursement of $3.6 million which occurred in 2017, and lower travel and entertainment expenses. Further, there were lower restructuring/integration costs as 2016 had costs associated with integration of systems to support the 2015 acquisition. Partially offsetting the decrease were higher annual incentive plan compensation costs in 2017 and costs under our 2017 Restructuring Plan. Our 2017 Restructuring Plan costs for the year ended December 31, 2018 were $4.7 million of real estate consolidation costs. Our 2017 Restructuring Plan costs for the year ended December 31, 2017 were $37.8 million, which included severance and termination benefits of $16.2 million, real estate consolidation costs of $5.0 million, implementation costs of $7.5 million and an impairment charge related to a certain long-lived asset included within property, plant, and equipment of $9.1 million. Severance and other charges for the year ended December 31, 2018 changed unfavorably compared to the prior year by $6.6 million as the majority of such expenses during the 2017 period were in connection with our 2017 Restructuring Plan and were included within the restructuring line item. Severance and other charges for the year ended December 31, 2017 changed favorably compared to the prior year by $15.2 million as the majority of such expenses during the 2017 period were in connection with our 2017 Restructuring Plan and were included within the restructuring line item. Retirement benefits non-service income for the year ended December 31, 2018 changed unfavorably by $2.2 million due to the lowering of the expected return on plan assets assumption in the calculation of net periodic benefit cost in 2018. Retirement benefits non-service income for the year ended December 31, 2017 changed unfavorably by $0.8 million due to the increase in amortization of net loss in the calculation of net periodic benefit cost in 2017. Interest expense for the year ended December 31, 2018 increased $2.9 million from $42.8 million in 2017 to $45.7 million, primarily due to an increase in interest on the term loan facility of $6.3 million due to an increase in variable interest rates, offset by a reduction of $3.4 million of net settlement payments on our interest rate derivative instruments during 2018. Our interest expense for the Corporate and Other category for the year ended December 31, 2017 increased $3.6 million, or 9.2%, from $39.2 million in 2016 to $42.8 million, primarily due to $4.1 million of net settlement payments on our interest rate derivative instruments during 2017, partially offset by the lower outstanding balance on our term loan facility. 45 Interest income for the year ended December 31, 2018 increased $1.2 million from $1.3 million in 2017 to $2.5 million, primarily due to increases in interest rates on our investments and higher investment balances. Interest income for the year ended December 31, 2017 increased $0.8 million from $0.5 million in 2016 to $1.3 million, primarily due to increases in interest rates on our investments. Change in fair value of derivative instruments for the year ended December 31, 2018 unfavorably changed by $2.7 million from a gain of $1.4 million in 2017 to a loss of $1.4 million in 2018. The change in fair value of derivative instruments was related to foreign exchange forward contracts executed on the Euro that were unfavorably impacted by the stronger U.S. dollar against the Euro. Change in fair value of derivative instruments for the year ended December 31, 2017 favorably changed by $2.0 million from a loss of $0.6 million in 2016 to a gain of $1.4 million in 2017. The change in fair value of derivative instruments was related to foreign exchange forward contracts executed on the Euro that were favorably impacted by the weaker U.S. dollar against the Euro. Income from transition services agreement for the year ended December 31, 2018 was $1.9 million and was related to transition service fees under the transition services agreement with the purchaser of the Riverside Business whereby we provide certain support functions for a period of up to 18 months from the disposition date in the fourth quarter of 2018. Income tax expense for the year ended December 31, 2018 increased $57.0 million from a benefit of $51.4 million in 2017 to an expense of $5.6 million in 2018. The 2018 income tax expense was primarily related to movement in the deferred tax liability associated with tax amortization on indefinite-lived intangibles, and state and foreign taxes. The 2017 income tax benefit of $51.4 million was primarily related to the effects of the Tax Cuts and Jobs Act. As a result of the effects of new tax legislation, the Company recognized a $31.5 million benefit related to the remeasurement of U.S. deferred tax liabilities associated with indefinite-lived intangible assets to reflect the change in U.S. corporate tax rate from 35% to 21% and a $40.4 million benefit related to the release of valuation allowance due to the Company’s ability to utilize indefinite-lived deferred tax liabilities as a source of future taxable income in the Company’s assessment of its realization of deferred tax assets. This is a result of the U.S. tax law change that would extend net operating losses generated in taxable years beginning after December 31, 2017 to an unlimited carryforward period subject to an 80% utilization against future taxable earnings. The income tax benefit recognized from the effects of U.S. tax reform was partially offset by movement in the deferred tax liability associated with tax amortization on indefinite-lived intangibles, and state and foreign taxes. For both periods, the income tax expense was impacted by certain discrete tax items including the accrual of potential interest and penalties on uncertain tax positions. Including the tax effects of these discrete tax items, the effective tax rate was (4.2)% and 29.9% for the years ended December 31, 2018 and 2017, respectively. Income tax benefit for the year ended December 31, 2017 decreased $0.2 million from a benefit of $51.6 million in 2016 to a benefit of $51.4 million in 2017. The 2017 income tax benefit was primarily related to the effects of the Tax Cuts and Jobs Act. As a result of the effects of new tax legislation, the Company recognized a $31.5 million benefit related to the remeasurement of U.S. deferred tax liabilities associated with indefinite-lived intangible assets to reflect the change in U.S. corporate tax rate from 35% to 21% and a $40.4 million benefit related to the release of valuation allowance due to the Company’s ability to utilize indefinite-lived deferred tax liabilities as a source of future taxable income in the Company’s assessment of its realization of deferred tax assets. This is a result of the U.S. tax law change that would extend net operating losses generated in taxable years beginning after December 31, 2017 to an unlimited carryforward period subject to an 80% utilization against future taxable earnings. The income tax benefit recognized from the effects of U.S. tax reform was partially offset by movement in the deferred tax liability associated with tax amortization on indefinite-lived intangibles, and state and foreign taxes. The income tax benefit of $51.6 million for the year ended December 31, 2016 was primarily related to a change from indefinite-lived intangibles to definite-lived, 46 partially offset by movement in the deferred tax liability associated with tax amortization on indefinite-lived intangibles, and state and foreign taxes. For both periods, the income tax benefit was impacted by certain discrete tax items including the accrual of potential interest and penalties on uncertain tax positions. Including the tax effects of these discrete tax items, the effective tax rate was 29.9% and 14.4% for the years ended December 31, 2017 and 2016, respectively. Adjusted EBITDA for the Corporate and Other category for the year ended December 31, 2018 favorably changed $10.3 million, or 20.4%, from a loss of $50.8 million in 2017 to a loss of $40.4 million. Our Adjusted EBITDA for the Corporate and Other category excludes interest, taxes, depreciation, derivative instruments charges, equity compensation charges, acquisition/disposition-related activity, restructuring costs, integration costs, severance and facility vacant space costs and legal settlement reimbursements. The favorable change in our Adjusted EBITDA for the Corporate and Other category was due to the factors described above after removing those items not included in Adjusted EBITDA for the Corporate and Other category. Adjusted EBITDA for the Corporate and Other category for the year ended December 31, 2017 changed unfavorably by $2.2 million, or 4.4%, from a loss of $48.6 million in 2016 to a loss of $50.8 million. Our Adjusted EBITDA for the Corporate and Other category excludes interest, taxes, depreciation, derivative instruments charges, equity compensation charges, acquisition-related activity, restructuring costs, integration costs, severance and facility vacant space costs, and legal settlement charges/reimbursements. The unfavorable change in our Adjusted EBITDA for the Corporate and Other category was due to the factors described above after removing those items not included in Adjusted EBITDA for the Corporate and Other category. Seasonality and Comparability Our net sales, operating profit or loss and net cash provided by or used in operations are impacted by the inherent seasonality of the academic calendar. Consequently, the performance of our businesses may not be comparable quarter to consecutive quarter and should be considered on the basis of results for the whole year or by comparing results in a quarter with results in the same quarter for the previous year. Approximately 85% of our net sales for the year ended December 31, 2018 were derived from our Education segment, which is a markedly seasonal business. Schools conduct the majority of their purchases in the second and third quarters of the calendar year in preparation for the beginning of the school year. Thus, over the past three completed fiscal years, approximately 67% of our consolidated net sales were realized in the second and third quarters. Sales of K-12 instructional materials are also cyclical, with some years offering more sales opportunities than others in light of the state adoption calendar. The amount of funding available at the state level for educational materials also has a significant effect on year-to-year net sales. Although the loss of a single customer would not have a material adverse effect on our business, schedules of school adoptions and market acceptance of our products can materially affect year-to-year net sales performance. 47 The following table is indicative of the seasonality of our business and the related results: Quarterly Results of Operations (in thousands) First Quarter 2017 Second Quarter 2017 Third Quarter 2017 Fourth Quarter 2017 First Quarter 2018 Second Quarter 2018 Third Quarter 2018 Fourth Quarter 2018 Education segment . . . . . . . . . $ 167,152 $330,949 $465,017 $183,335 $ 163,023 $321,276 $449,636 $188,754 60,284 51,189 . . . Trade Publishing segment Net sales . . . . . . . . . . . . . . . . . 249,038 516,206 Costs and expenses: 36,089 357,365 42,444 373,393 66,619 516,255 50,410 233,745 36,533 203,685 36,736 199,759 Cost of sales, excluding publishing rights and pre-publication amortization . . . . . . . . . . . . Publishing rights 100,183 168,485 202,053 117,797 99,733 160,058 201,748 119,928 amortization . . . . . . . . . . . . 13,398 10,867 10,987 10,986 10,090 8,148 8,238 8,237 Pre-publication amortization . . . . . . . . . . . . Cost of sales . . . . . . . . . . Selling and administrative . . . Other intangible asset amortization . . . . . . . . . . . . Impairment charge for intangible assets . . . . . . . . . Restructuring . . . . . . . . . . . . . Severance and other charges . . . . . . . . . . . . . . . . Gain on sale of assets . . . . . . . Operating income 26,402 139,983 152,027 28,238 207,590 161,159 32,113 245,153 173,690 33,155 161,938 149,450 25,621 135,444 145,527 26,332 194,538 169,323 28,094 238,080 176,202 29,210 157,375 158,243 7,701 7,753 6,873 6,921 6,866 6,676 6,696 6,695 — 3,798 — 30,515 670 — 213 — — 1,845 272 — 3,980 1,617 — — — — (978) — 3,943 884 2,075 (500) — 3,077 362 — — 1,580 441 (585) (loss) . . . . . . . . . . . . . . (100,494) (33,837) 88,373 (89,183) (92,905) (14,747) 91,838 (74,711) Other income (expense) Retirement benefits non- service income . . . . . . . . . . Interest expense . . . . . . . . . . . Interest income . . . . . . . . . . . . Change in fair value of derivative instruments . . . . Income from transition services agreement . . . . . . . Loss from continuing operations before taxes . . . . . . . . . . . . . . Income tax expense (benefit) . . . . . . . . . . . . . . . Net loss from continuing 872 (10,453) 245 872 (10,547) 115 871 (10,980) 281 871 (10,825) 697 320 (10,936) 506 320 (11,472) 117 320 (11,627) 277 320 (11,645) 1,650 45 — 851 — 377 — 93 — 372 (1,097) (249) (400) — — — 1,889 (109,785) (42,546) 78,922 (98,347) (102,643) (26,879) 80,559 (82,897) 14,076 6,120 (9,714) (61,901) 3,243 2,210 (3,349) 3,493 operations . . . . . . . . . . $(123,861) $ (48,666) $ 88,636 $ (36,446) $(105,886) $ (29,089) $ 83,908 $ (86,390) Earnings from discontinued operations, net tax . . . 3,203 1,799 1,870 10,278 4,575 5,817 2,441 — Gain on sale of discontinued operations, net of tax . . . . . . . . . . . . . . . . 30,469 — Net income (loss) . . . . . . $(120,658) $ (46,867) $ 90,506 $ (26,168) $(101,311) $ (23,272) $ 86,349 $ (55,921) — — — — — — 48 Liquidity and Capital Resources (in thousands) December 31, 2018 2017 2016 Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . Short-term investments . . . . . . . . . . . . . . . . . . . . . . . Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term debt, net of discount $253,365 49,833 8,000 755,649 $ 148,979 86,449 8,000 760,194 $ 226,102 80,841 8,000 764,738 Net cash provided by operating activities . . . . . . . . . Net cash used in investing activities . . . . . . . . . . . . . Net cash (used in) provided by financing Years ended December 31, 2018 2017 2016 $114,915 (6,405) $ 135,130 (204,923) $ 143,751 (113,946) activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,124) (7,330) (37,960) Operating activities Net cash provided by operating activities was $114.9 million for the year ended December 31, 2018, a $20.2 million decrease from the $135.1 million of net cash provided by operating activities for the year ended December 31, 2017. Net cash provided by operating activities included $10.8 million and $30.4 million of cash flow from discontinued operations in 2018 and 2017, respectively. Net cash provided by operating activities from continuing operations was $104.1 million in 2018 compared to $104.7 million in 2017. The $0.6 million decrease in cash provided by operating activities from continuing operations from 2017 to 2018 was primarily driven by unfavorable net changes in operating assets and liabilities of $13.2 million. The unfavorable net changes in operating assets and liabilities were primarily due to unfavorable changes in inventory of $41.6 million, unfavorable changes in accounts receivable of $23.6 million due to timing of collections and fourth quarter net sales, partially offset by favorable changes in accounts payable of $22.1 million, due to timing of payments, favorable changes in pension and post-retirement benefits of $6.0 million, favorable changes in deferred revenue of $5.8 million, and favorable changes in other assets and liabilities of $14.5 million and $3.6 million, respectively. The decrease in net cash provided by operating activities from continuing operations was partially offset by more profitable operations, net of non-cash items, of $12.6 million. Net cash provided by operating activities was $135.1 million for the year ended December 31, 2017, a $8.7 million decrease from the $143.8 million of net cash provided by operating activities for the year ended December 31, 2016. Net cash provided by operating activities included $30.4 million and $32.0 million of cash flow from discontinued operations in 2017 and 2016, respectively. Net cash provided by operating activities from continuing operations was $104.7 million in 2017 compared to $111.8 million in 2016. The $7.1 million decrease in cash provided by operating activities from continuing operations from 2016 to 2017 was primarily driven by unfavorable net changes in operating assets and liabilities of $61.0 million, partially offset by more profitable operations, net of non-cash items, of $53.9 million. The unfavorable net changes in operating assets and liabilities were primarily due to unfavorable changes in deferred revenue of $52.7 due to lower billings of Core Solutions products, which typically carry a high deferral rate, unfavorable changes in accounts receivable of $25.3 million due to timing of collections and fourth quarter net sales, and unfavorable changes in pension and post-retirement benefits of $10.6 million, partially offset by favorable changes in accounts payable and royalties of $18.2 million and $11.3 million, respectively, due to timing of payments. Investing activities Net cash used in investing activities was $6.4 million for the year ended December 31, 2018, a decrease of $198.5 million from the $204.9 million used in investing activities for the year ended December 31, 2017. Net cash used in investing activities included $6.8 million and $11.0 million of expenditures from discontinued 49 operations in 2018 and 2017, respectively. Net cash provided by investing activities from continuing operations was $0.4 million in 2018 compared to net cash used in investing activities from continuing operations of $193.9 million in 2017. The decrease in net cash used in investing activities was primarily due to $140.0 million in proceeds from the sale of the Riverside Business and higher net proceeds from short-term investments of $42.5 million compared to 2017 and $9.2 million of lower capital expenditures. Net cash used in investing activities was $204.9 million for the year ended December 31, 2017, an increase of $91.0 million from the $113.9 million used in investing activities for the year ended December 31, 2016. Net cash used in investing activities included $11.0 million and $7.8 million of expenditures from discontinued operations in 2017 and 2016, respectively. Net cash used in investing activities from continuing operations was $193.9 million in 2017 compared to $106.1 million in 2016. The increase in investing activities was primarily due to lower net proceeds from short-term investments of $122.2 million compared to 2016 along with $12.7 million of higher pre-publication costs in advance of 2018 adoptions. Partially offsetting, capital investing expenditures related to property, plant, and equipment decreased by $48.1 million, which was primarily due to lower spend on leasehold improvements related to various office moves and technology infrastructure. Financing activities Net cash used in financing activities was $4.1 million for the year ended December 31, 2018, a decrease of $3.2 million from the $7.3 million of net cash used in financing activities for the year ended December 31, 2017. The decrease in cash used in financing activities was primarily due to net collections and remittances under the transition services agreement. Net cash used in financing activities was $7.3 million for the year ended December 31, 2017, a decrease of $30.7 million from the $38.0 million of net cash used in financing activities for the year ended December 31, 2016. The decrease in cash used in financing activities was primarily due to there being no share repurchases in 2017 under our share repurchase program for our common stock, compared to $55.0 million of share repurchases in 2016, partially offset by $24.0 million less proceeds related to stock option exercises during 2017 compared to 2016. Debt Under both our revolving credit facility and term loan facility, Houghton Mifflin Harcourt Publishers Inc., HMH Publishers LLC and Houghton Mifflin Harcourt Publishing Company are the borrowers (collectively, the “Borrowers”), and Citibank, N.A. acts as both the administrative agent and the collateral agent. The obligations under the revolving credit facility and the term loan facility are guaranteed by the Company and each of its direct and indirect for-profit domestic subsidiaries (other than the Borrowers) (collectively, the “Guarantors”) and are secured by all capital stock and other equity interests of the Borrowers and the Guarantors and substantially all of the other tangible and intangible assets of the Borrowers and the Guarantors, including, without limitation, receivables, inventory, equipment, contract rights, securities, patents, trademarks, other intellectual property, cash, bank accounts and securities accounts and owned real estate. The revolving credit facility is secured by first priority liens on receivables, inventory, deposit accounts, securities accounts, instruments, chattel paper and other assets related to the foregoing (the “Revolving First Lien Collateral”), and second priority liens on the collateral which secures the term loan facility on a first priority basis. The term loan facility is secured by first priority liens on the capital stock and other equity interests of the Borrower and the Guarantors, equipment, owned real estate, trademarks and other intellectual property, general intangibles that are not Revolving First Lien Collateral and other assets related to the foregoing, and second priority liens on the Revolving First Lien Collateral. 50 Term Loan Facility On May 29, 2015, we entered into an amended and restated $800.0 million term loan credit facility (the “term loan facility”). As of December 31, 2018, we had approximately $772.0 million ($763.6 million, net of discount and issuance costs) outstanding under the term loan facility. The term loan facility has a six-year term and matures on May 29, 2021. The interest rate applicable to borrowings under the facility is based, at our election, on LIBOR plus 3.0% or an alternative base rate plus applicable margins. LIBOR is subject to a floor of 1.0%, with the length of the LIBOR contracts ranging up to six months at the option of the Company. As of December 31, 2018, the interest rate of the term loan facility was 5.5%. The term loan facility is required to be repaid in quarterly installments of $2.0 million, may be prepaid, in whole or in part, at any time, without premium. The term loan facility does not require us to comply with financial maintenance covenants. We are currently required to meet certain incurrence based financial covenants as defined under our term loan facility. The term loan facility is subject to usual and customary conditions, representations, warranties and covenants, including restrictions on additional indebtedness, liens, investments, mergers, acquisitions, asset dispositions, dividends to stockholders, repurchase or redemption of our stock, transactions with affiliates and other matters. The term loan facility is subject to customary events of default. If an event of default occurs and is continuing, the administrative agent may, or at the request of certain required lenders shall, accelerate the obligations outstanding under the term loan facility. We are subject to an excess cash flow provision under the term loan facility which is predicated upon our leverage ratio and cash flow. We were not required to make a payment under the excess cash flow provision in 2018 and 2017. Revolving Credit Facility On July 22, 2015, we entered into an amended and restated revolving credit facility (the “revolving credit facility”) to, among other things, reduce the pricing, extend the maturity, conform certain terms to those of our term loan facility and to provide greater availability and operational flexibility. The revolving credit facility provides borrowing availability in an amount equal to the lesser of $250.0 million and a borrowing base that is computed monthly or weekly as the case may be and comprised of the Borrowers’ and certain Guarantors’ eligible inventory and receivables. The revolving credit facility includes a letter of credit subfacility of $50.0 million, a swingline subfacility of $20.0 million and the option to expand the facility by up to $100.0 million in the aggregate under certain specified conditions. The amount of any outstanding letters of credit reduces borrowing availability under the revolving credit facility on a dollar-for-dollar basis. As of December 31, 2018, no loans are currently drawn on the revolving credit facility. As of December 31, 2018, we had approximately $24.3 million of outstanding letters of credit and approximately $167.4 million of borrowing availability under the revolving credit facility. As of February 28, 2019, there were no amounts drawn on the revolving credit facility. The revolving credit facility has a five year term and matures on July 22, 2020. The interest rate applicable to borrowings under the facility is based, at our election, on LIBOR plus 1.75% or an alternative base rate plus 0.75%; such applicable margins may increase up to 2.25% and 1.25%, respectively, based on average daily availability. The revolving credit facility may be prepaid, in whole or in part, at any time, without premium. The revolving credit facility requires us to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 on a trailing four-quarter basis for periods in which excess availability under the facility is less than the greater of 51 $25.0 million and 12.5% of the lesser of the total commitment and the borrowing base then in effect, or less than $20.0 million if certain conditions are met. The minimum fixed charge coverage ratio was not applicable under the facility as of December 31, 2018, due to our level of borrowing availability. The revolving credit facility is subject to usual and customary conditions, representations, warranties and covenants, including restrictions on additional indebtedness, liens, investments, mergers, acquisitions, asset dispositions, dividends to stockholders, repurchase or redemption of our stock, transactions with affiliates and other matters. The revolving credit facility is subject to customary events of default. If an event of default occurs and is continuing, the administrative agent may, or at the request of certain required lenders shall, accelerate the obligations outstanding under the revolving credit facility. General We had $253.4 million of cash and cash equivalents and $49.8 million of short-term investments at December 31, 2018. We had $149.0 million of cash and cash equivalents and $86.4 million of short-term investments at December 31, 2017. Our business is impacted by the inherent seasonality of the academic calendar, which typically results in a cash flow usage in the first half of the year and a cash flow generation in the second half of the year. We expect our net cash provided by operations combined with our cash and cash equivalents and borrowing availability under our revolving credit facility to provide sufficient liquidity to fund our current obligations, capital spending, debt service requirements and working capital requirements over at least the next twelve months. The ability of the Company to fund planned operations is based on assumptions, which involve significant judgment and estimates of future revenues, capital spend and other operating costs. Critical Accounting Policies and Estimates The preparation of financial statements in conformity with U.S. GAAP requires the use of estimates, assumptions and judgments by management that affect the reported amounts of assets, liabilities, net sales, expenses and related disclosure of contingent assets and liabilities in the amounts reported in the financial statements and accompanying notes. On an on-going basis, we evaluate our estimates and assumptions, including, but not limited to, book returns, deferred revenue and related standalone selling price estimates, allowance for bad debts, recoverability of advances to authors, valuation of inventory, financial instruments valuation, income taxes. pensions and other postretirement benefits obligations, contingencies, litigation, depreciation and amortization periods, and the recoverability of long-term assets such as property, plant and equipment, capitalized pre-publication costs, other identified intangibles, and goodwill. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates. For a complete description of our significant accounting policies, see Note 2 to the consolidated financial statements. The following policies and account descriptions include those identified as critical to our business operations and the understanding of our results of operations. Revenue Recognition Revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services. To determine revenue recognition for arrangements that we determine are within the scope of the new revenue recognition accounting standard, we perform the following five steps: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a 52 performance obligation. We only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to the customer. At contract inception, we assess the goods or services promised within each contract and determine those that are performance obligations and assess whether each promised good or service is distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products or services to a customer. To the extent the transaction price includes variable consideration, which generally reflects estimated future product returns, we estimate the amount of variable consideration that should be included in the transaction price utilizing the expected value method to which we expect to be entitled. Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and the determination of whether to include estimated amounts in the transaction price are based largely on all information (historical, current and forecasted) that is reasonably available. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. We estimate the collectability of contracts upon execution. For contracts with rights of return, the transaction price is adjusted to reflect the estimated returns for the arrangement on these sales and is made at the time of sale based on historical experience by product line or customer. The transaction prices allocated are adjusted to reflect expected returns and are based on historical return rates and sales patterns. Shipping and handling fees charged to customers are included in net sales. When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. We do not assess whether a significant financing component exists if the period between when we perform our obligations under the contract and when the customer pays is one year or less. Significant financing components’ income is included in interest income. Contracts are often modified to account for changes in contract specifications and requirements. Contract modifications exist when the modification either creates new, or changes the existing, enforceable rights and obligations. Generally, contract modifications are for products or services that are not distinct from the existing contract due to the inability to use, consume or sell the products or services on their own to generate economic benefits and are accounted for as if they were part of that existing contract. The effect of such a contract modification on the transaction price and measure of progress for the performance obligation to which it relates is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. Physical product revenue is generally recognized when the customer obtains control of our product, which occurs at a point in time, and may be upon shipment or upon delivery based on the contractual shipping terms of a contract. Revenues from static digital content commence upon delivery to the customer of the digital entitlement that is required to access and download the content and is typically recognized at a point in time. Revenues from subscription software licenses, related hosting services and product support are recognized evenly over the license term as we believe this best represents the pattern of transfer to the customer. The perpetual software licenses provide the customer with a functional license to our products and their related revenues are recognized when the customer receives entitlement to the software. For the technical services provided to customers in connection with the software license, including hosting services related to perpetual licenses, we recognize revenue upon delivery of the services. As the invoices are based on each day of service, this is directly linked to the transfer of benefit to the customer. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. We enter into certain contracts that have multiple performance obligations, one or more 53 of which may be delivered subsequent to the delivery of other performance obligations. These performance obligations may include print and digital media, professional development services, training, software licenses, access to hosted content, and various services related to the software including but not limited to hosting, maintenance and support, and implementation. We allocate the transaction price based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. We determine standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, we estimate the standalone selling price taking into account available information such as market conditions and internally approved standard pricing discounts related to the performance obligations. Generally, our performance obligations include print and digital textbooks and instructional materials, trade books, reference materials, formative assessment materials and multimedia instructional programs; licenses to book rights and content; access to hosted content; and services including professional development, consulting and training. Our contracts may also contain software performance obligations including perpetual and subscription based licenses and software maintenance and support services. Accounts Receivable Accounts receivable include amounts billed and currently due from customers and are recorded net of allowances for doubtful accounts and reserves for returns. In the normal course of business, we extend credit to customers that satisfy predefined criteria. Allowances for doubtful accounts are established through the evaluation of accounts receivable aging and prior collection experience to estimate the ultimate collectability of these receivables. Contract Assets Contract assets include unbilled amounts where revenue is recognized over time as the services are delivered to the customer based on the extent of progress towards completion and revenue recognized exceeds the amount billed to the customer, and right of payment is not subject to the passage of time. Amounts may not exceed their net realizable value. Contract assets are included in prepaid expenses and other assets on our consolidated balance sheets. Deferred Commissions Our incremental direct costs of obtaining a contract, which consist of sales commissions, are deferred and amortized over the period of contract performance. Applying the practical expedient, we recognize sales commission expense when incurred if the amortization period of the assets that we otherwise would have recognized is one year or less. At December 31, 2018 and January 1, 2018, we had $22.6 million and $24.0 million of deferred commissions, respectively. We had $10.5 million of amortization expense related to deferred commissions during the year ended December 31, 2018. These costs are included in selling and administrative expenses. Deferred Revenue Our contract liabilities consist of advance payments and billings in excess of revenue recognized and are classified as deferred revenue on our consolidated balance sheets. Our contract assets and liabilities are accounted for and presented on a net basis as either a contract asset or contract liability at the end of each reporting period. We classify deferred revenue as current or noncurrent based on the timing of when we expect to recognize revenue. In order to determine revenue recognized in the period from contract liabilities, we first allocate revenue to the individual contract liability balance outstanding at the beginning of the period until the revenue exceeds that balance. If additional advances are received on those contracts in subsequent periods, we assume all revenue recognized in the reporting period first applies to the beginning contract liability as opposed to a portion applying to the new advances for the period. 54 Refer to Note 2 to the consolidated financial statements for a detailed description of the impact of the adoption of the new revenue recognition standard on our consolidated balance sheets and statements of operations. Allowance for Doubtful Accounts and Reserves for Book Returns Accounts receivable are recorded net of allowances for doubtful accounts and reserves for book returns. In the normal course of business, we extend credit to customers that satisfy predefined criteria. We estimate the collectability of our receivables. Allowances for doubtful accounts are established through the evaluation of accounts receivable aging, prior collection experience and specific facts and circumstances. Reserves for book returns are based on historical return rates and sales patterns. We determine the required reserves by segregating our returns into the applicable product or sales channel pools. Returns in the K-12 market have been historically low. We have experienced higher returns with respect to sales to resellers, international sales and Trade Publishing sales, which all result in a greater degree of risk and subjectivity when establishing the appropriate level of reserves for this customer base. At the time we determine that a receivable balance, or any portion thereof, is deemed to be permanently uncollectible, the balance is written off. The allowance for doubtful accounts and reserve for returns are reported as reductions of the accounts receivable balance and amounted to $2.2 million and $18.6 million, and $2.5 million and $20.6 million as of December 31, 2018 and 2017, respectively. Inventories Inventories are substantially stated at the lower of weighted average cost or net realizable value. The level of obsolete and excess inventory is estimated on a program or title-level basis by comparing the number of units in stock with the expected future demand. The expected future demand of a program or title is determined by the copyright year, the previous years’ sales history, the subsequent year’s sales forecast, known forward-looking trends including our development cycle to replace the title or program and competing titles or programs. A change in sales trends could affect the estimated reserve. The inventory obsolescence reserve is reported as a reduction of the inventories balance and amounted to $46.5 million and $47.4 million as of December 31, 2018 and 2017, respectively. Pre-publication Costs Pre-publication costs are capitalized and are primarily amortized from the year of sale over five years using the sum-of-the-years-digits method, which is an accelerated method for calculating an asset’s amortization. Under this method, the amortization expense recorded for a pre-publication cost asset is approximately 33% (year 1), 27% (year 2), 20% (year 3), 13% (year 4) and 7% (year 5). We utilize this policy for all pre-publication costs, except with respect to our Trade Publishing young readers and general interest books, for which we expense such costs as incurred. Additionally, pre-publication costs recorded in connection with the acquisition of the EdTech business are amortized over 7 years on a projected sales pattern. The amortization methods and periods chosen best reflects the pattern of expected sales generated from individual titles or programs. On a quarterly basis, we evaluate the remaining lives and recoverability of capitalized pre-publication costs, which are often dependent upon program acceptance by state adoption authorities. Amortization expense related to pre-publication costs for the years ended December 31, 2018, 2017 and 2016 were $109.3 million, $119.9 million and $121.9 million, respectively. For the year ended December 31, 2017, the Company recorded an impairment charge of $4.0 million related to assets that had no future value. For the years ended December 31, 2018 and 2016, no pre-publication costs were deemed to be impaired. 55 Goodwill and Indefinite-Lived Intangible Assets Goodwill and indefinite-lived intangible assets (certain tradenames) are not amortized, but are reviewed at least annually for impairment or earlier, if an indication of impairment exists. Goodwill is allocated entirely to our Education reporting unit. Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions may include net sales growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions, the determination of appropriate market comparables as well as the fair value of individual assets and liabilities. We have the option of first assessing qualitative factors to determine whether it is necessary to perform the current two-step impairment test for goodwill or we can perform the two-step impairment test without performing the qualitative assessment. In performing the qualitative (Step 0) assessment, we consider certain events and circumstances specific to the reporting unit and to the entity as a whole, such as macroeconomic conditions, industry and market considerations, overall financial performance and cost factors when evaluating whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. Recoverability of goodwill can also be evaluated using a two-step process. In the first step, the fair value of a reporting unit is compared to its carrying value. If the fair value of a reporting unit exceeds the carrying value of the net assets assigned to a reporting unit, goodwill is considered not impaired and no further testing is required. If the carrying value of the net assets assigned to a reporting unit exceeds the fair value of a reporting unit, the second step of the impairment test is performed in order to determine the implied fair value of a reporting unit’s goodwill. Determining the implied fair value of goodwill requires valuation of a reporting unit’s tangible and intangible assets and liabilities in a manner similar to the allocation of purchase price in a business combination. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, goodwill is deemed impaired and is written down to the extent of the difference. We estimate total fair value of the Education reporting unit by using various valuation techniques including an evaluation of our market capitalization and peer company multiples. With regard to indefinite-lived intangible assets, which includes the Houghton Mifflin Harcourt tradename at December 31, 2018 and 2017, the recoverability is evaluated using a one-step process whereby we determine the fair value by asset and then compare it to its carrying value to determine if the asset is impaired. We estimate the fair value based by preparing a relief-from-royalty discounted cash flow analysis using forwarding looking revenue projections. The significant assumptions used in discounted cash flow analysis include: future net sales, a long-term growth rate, a royalty rate and a discount rate used to present value future cash flows and the terminal value of the Education reporting unit. The discount rate is based on the weighted-average cost of capital method at the date of the evaluation. We completed our annual goodwill impairment tests as of October 1, 2018 and 2017. The fair value of the Education reporting unit substantially exceeded its carrying value as of the evaluation dates and there was no goodwill impairment for the years ended December 31, 2018, 2017 and 2016. We will continue to monitor and evaluate the carrying value of goodwill. If market and economic conditions or business performance deteriorate, this could increase the likelihood of us recording an impairment charge. We completed our annual indefinite-lived asset impairment tests as of October 1, 2018 and 2017. No indefinite-lived intangible assets were deemed to be impaired for the years ended December 31, 2018 and 2017.We recorded a non-cash impairment charge of $130.2 million for the year ended December 31, 2016. The impairment charge related to four specific tradenames within the Education segment in 2016 and primarily resulted from the strategic decision to market our products under the Houghton Mifflin Harcourt and HMH name rather than legacy imprints and certain declining sales projections. Royalty Advances Royalty advances to authors are capitalized and represent amounts paid in advance of the sale of an author’s product and are recovered as earned. As advances are recorded, a partial reserve may be recorded immediately 56 based primarily upon historical sales experience to estimate the likelihood of recovery. Additionally, advances are evaluated periodically to determine if they are expected to be recovered on a title-by-title basis, with consideration given to the other titles in the author’s portfolio also earning against the outstanding advance. Any portion of a royalty advance that is not expected to be recovered is fully reserved. The reserve for royalty advances is reported as a reduction of the royalty advances to authors balance and amounted to $117.8 million and $103.6 million as of December 31, 2018 and 2017, respectively. Stock-Based Compensation The fair value of each restricted stock and restricted stock unit was estimated at the date of the grant based upon the target value of the award and the current market price. The fair value of each market-based restricted stock unit was estimated at the date of grant using the Monte Carlo simulation, which requires management’s use of highly subjective estimates and assumptions. The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option pricing model, which also requires management’s use of highly subjective estimates and assumptions. The use of different estimates and assumptions in the option pricing model could have a material impact on the estimated fair value of option grants and the related expense. We estimate our expected volatility based on the historical volatility of our publicly traded peer companies (including our own) and expect to continue to do so until such time as we have adequate historical data regarding the volatility of our traded stock price. The expected life assumption is based on the simplified method for estimating the expected term for awards. This option has been elected as we do not have sufficient stock option exercise experience to support a reasonable estimate of the expected term. The risk-free interest rate is the yield currently available on U.S. Treasury zero-coupon issues with a remaining term approximating the expected term of the option. The expected dividend yield is based on actual dividends paid or to be paid. We recognize stock-based compensation expense over the awards requisite service period on a straight-line basis for time-based stock options, restricted stock and restricted stock units and on a graded basis for restricted stock and restricted stock units that are contingent on the achievement of performance conditions. We recognize compensation expense for only the portion of stock-based awards that are expected to vest. Accordingly, we have estimated expected forfeitures of stock-based awards based on our historical forfeiture rates and used these rates in developing a future forfeiture rate. If our actual forfeiture rate varies from our historical rates and estimates, additional adjustments to compensation expense may be required in future periods. Income Taxes We had accounted for the tax effects of The Tax Cuts and Jobs Act, enacted on December 22, 2017, on a provisional basis and have subsequently finalized our accounting analysis based on guidance, interpretations available at December 31, 2018. Adjustments made in the fourth quarter of 2018 upon finalization of our accounting analysis were not material to our financial statements. See Note 8 to the consolidated financial statements for further detail. Impact of Inflation and Changing Prices We believe that inflation has not had a material impact on our results of operations during the years ended December 31, 2018, 2017 and 2016. We cannot be sure that future inflation will not have an adverse impact on our operating results and financial condition in future periods. Our ability to adjust selling prices has always been limited by competitive factors and long-term contractual arrangements which either prohibit price increases or limit the amount by which prices may be increased. Further, a weak domestic economy at a time of low inflation could cause lower tax receipts at the state and local level, and the funding and buying patterns for textbooks and other educational materials could be adversely affected. Covenant Compliance As of December 31, 2018, we were in compliance with all of our debt covenants. 57 We are currently required to meet certain incurrence based financial covenants as defined under our term loan facility and revolving credit facility. We have incurrence based financial covenants primarily pertaining to a maximum leverage ratio, fixed charge coverage ratio, and liquidity. A breach of any of these covenants, ratios, tests or restrictions, as applicable, for which a waiver is not obtained could result in an event of default, in which case our lenders could elect to declare all amounts outstanding to be immediately due and payable and result in a cross-default under other arrangements containing such provisions. A default would permit lenders to accelerate the maturity for the debt under these agreements and to foreclose upon any collateral securing the debt owed to these lenders and to terminate any commitments of these lenders to lend to us. If the lenders accelerate the payment of the indebtedness, our assets may not be sufficient to repay in full the indebtedness and any other indebtedness that would become due as a result of any acceleration. Further, in such an event, the lenders would not be required to make further loans to us, and assuming similar facilities were not established and we are unable to obtain replacement financing, it would materially affect our liquidity and results of operations. Contractual Obligations The following table provides information with respect to our estimated commitments and obligations as of December 31, 2018 (in thousands): Contractual Obligations Term loan facility due May 29, 2021 (1) . . . . . . . . . . Interest payable on term loan facility due May 29, 2021 (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating leases (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase obligations (4) . . . . . . . . . . . . . . . . . . . . . . . Total Less than 1 year 1-3 years 3-5 years More than 5 years $ 772,000 $ 8,000 $764,000 $ — $ — 103,220 308,922 100,158 39,155 32,694 44,373 64,065 53,007 52,623 — 52,018 3,162 — 171,203 — Total cash contractual obligations . . . . . . . . . . . . . . . . $1,284,300 $124,222 $933,695 $55,180 $171,203 The term loan facility amortizes at a rate of 1.0% per annum of the original $800.0 million amount. (1) (2) As of December 31, 2018, the interest rate was 5.5%. (3) (4) Represents minimum lease payments under non-cancelable operating leases. Purchase obligations are agreements to purchase goods or services that are enforceable and legally binding. These goods and services consist primarily of author advances, subcontractor expenses, information technology licenses, and outsourcing arrangements. In addition to the payments described above, we have employee benefit obligations that require future payments. For example, we expect to make $1.6 million of contributions in 2019 relating to our pension and postretirement benefit plans. We expect to periodically draw and repay borrowings under the revolving credit facility. We believe that we will be able to meet our cash interest obligations on our outstanding debt when they are due and payable. Off-Balance Sheet Arrangements We have no off-balance sheet arrangements. 58 Item 7A. Quantitative and Qualitative Disclosures About Market Risk We are exposed to market risk from foreign currency exchange rates and interest rates, which could affect operating results, financial position and cash flows. We manage exposure to these market risks through our regular operating and financing activities and, when appropriate, through the use of derivative financial instruments. These derivative financial instruments are utilized to hedge economic exposures as well as reduce our earnings and cash flow volatility resulting from shifts in market rates. As permitted, we may designate certain of these derivative contracts for hedge accounting treatment in accordance with authoritative guidance regarding accounting for derivative instruments and hedging activities. However, certain of these instruments may not qualify for, or we may choose not to elect, hedge accounting treatment and, accordingly, the results of our operations may be exposed to some level of volatility. Volatility in our results of operations will vary with the type and amount of derivative hedges outstanding, as well as fluctuations in the currency and interest rate market during the period. Periodically, we may enter into derivative contracts, including interest rate swap agreements and interest rate caps and collars to manage interest rate exposures, and foreign currency spot, forward, swap and option contracts to manage foreign currency exposures. The fair market values of all of these derivative contracts change with fluctuations in interest rates and/or currency rates and are designed so that any changes in their values are offset by changes in the values of the underlying exposures. Derivative financial instruments are held solely as risk management tools and not for trading or speculative purposes. By their nature, all derivative instruments involve, to varying degrees, elements of market and credit risk not recognized in our financial statements. The market risk associated with these instruments resulting from currency exchange and interest rate movements is expected to offset the market risk of the underlying transactions, assets and liabilities being hedged. Our policy is to deal with counterparties having a single A or better credit rating at the time of the execution. We manage our exposure to counterparty risk of derivative instruments by entering into contracts with a diversified group of major financial institutions and by actively monitoring outstanding positions. We continue to review liquidity sufficiency by performing various stress test scenarios, such as cash flow forecasting, which considers hypothetical interest rate movements. Furthermore, we continue to closely monitor current events and the financial institutions that support our credit facility, including monitoring their credit ratings and outlooks, credit default swap levels, capital raising and merger activity. As of December 31, 2018, we had $772.0 million ($763.6 million, net of discount and issuance costs) of aggregate principal amount indebtedness outstanding under our term loan facility that bears interest at a variable rate. An increase or decrease of 1% in the interest rate will change our interest expense by approximately $7.7 million on an annual basis. We also have up to $250.0 million of borrowing availability, subject to borrowing base availability, under our revolving credit facility, and borrowings under the revolving credit facility bear interest at a variable rate. As of December 31, 2018, there were no amounts outstanding on the revolving credit facility. Assuming that the revolving credit facility is fully drawn, an increase or decrease of 1% in the interest rate will change our interest expense associated with the revolving credit facility by $2.5 million on an annual basis. Our interest rate risk relates primarily to U.S. dollar borrowings partially offset by U.S. dollar cash investments. We have historically used interest rate derivative instruments to manage our earnings and cash flow exposure to changes in interest rates. On August 17, 2015, we entered into interest rate derivative contracts with various financial institutions having an aggregate notional amount of $400.0 million to convert floating rate debt into fixed rate debt, which we designated as cash flow hedges, and for which we had $400.0 million outstanding as of December 31, 2018. These contracts were effective beginning September 30, 2016 and mature on July 22, 2020. We conduct various digital development activities in Ireland, and as such, our cash flows and costs are subject to fluctuations from changes in foreign currency exchange rates. We manage our exposures to this market risk through the use of short-term foreign exchange forward and option contracts, when deemed appropriate, which were not significant as of December 31, 2018 and December 31, 2017. We do not enter into derivative transactions or use other financial instruments for trading or speculative purposes. 59 Item 8. Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Houghton Mifflin Harcourt Company: Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Houghton Mifflin Harcourt Company and its subsidiaries (the “Company”) as of December 31, 2018 and December 31, 2017, and the related consolidated statements of operations, comprehensive loss, cash flows, and stockholders’ equity for each of the three years in the period ended December 31, 2018, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and December 31, 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control—Integrated Framework (2013) issued by the COSO. Change in Accounting Principle As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for revenues from contracts with customers in 2018. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and 60 testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts February 28, 2019 We have served as the Company’s auditor since 2003. 61 Houghton Mifflin Harcourt Company Consolidated Balance Sheets (in thousands of dollars, except share information) Assets Current assets December 31, 2018 2017 Cash and cash equivalents Short-term investments Accounts receivable, net of allowances for bad debts and book returns of $20.7 million and $23.1 million, $ 253,365 49,833 $ 148,979 86,449 respectively Inventories Prepaid expenses and other assets Assets of discontinued operations Total current assets Property, plant, and equipment, net Pre-publication costs, net Royalty advances to authors, net Goodwill Other intangible assets, net Deferred income taxes Deferred commissions Other assets Total assets Liabilities and Stockholders’ Equity Current liabilities Current portion of long-term debt Accounts payable Royalties payable Salaries, wages, and commissions payable Deferred revenue Interest payable Severance and other charges Accrued postretirement benefits Other liabilities Liabilities of discontinued operations Total current liabilities Long-term debt, net of discount and issuance costs Long-term deferred revenue Accrued pension benefits Accrued postretirement benefits Deferred income taxes Other liabilities Total liabilities Commitments and contingencies (Note 12) Stockholders’ equity Preferred stock, $0.01 par value: 20,000,000 shares authorized; no shares issued and outstanding at December 31, 2018 and 2017 Common stock, $0.01 par value: 380,000,000 shares authorized; 148,164,854 and 147,911,466 shares issued at December 31, 2018 and 2017, respectively; 123,587,820 and 123,334,432 shares outstanding at December 31, 2018 and 2017, respectively Treasury stock, 24,577,034 shares as of December 31, 2018 and 2017, respectively, at cost Capital in excess of par value Accumulated deficit Accumulated other comprehensive loss Total stockholders’ equity Total liabilities and stockholders’ equity 203,574 184,209 15,297 — 706,278 125,925 323,641 47,993 716,073 520,892 3,259 22,635 28,428 192,569 150,694 29,919 123,761 732,371 148,659 313,997 46,469 716,073 582,538 3,593 — 19,891 $ 2,495,124 $ 2,563,591 $ 8,000 76,313 66,893 50,225 251,944 136 6,020 1,512 26,649 — 487,692 755,649 395,500 29,320 14,300 27,075 17,118 $ 8,000 60,810 66,798 52,838 265,074 322 6,926 1,618 19,657 24,706 506,749 760,194 418,734 24,133 20,285 22,269 16,034 1,726,654 1,768,398 — — 1,481 (518,030) 4,893,174 (3,562,971) (45,184) 1,479 (518,030) 4,879,793 (3,521,527) (46,522) 768,470 795,193 $ 2,495,124 $ 2,563,591 The accompanying notes are an integral part of these consolidated financial statements. 62 Houghton Mifflin Harcourt Company Consolidated Statements of Operations (in thousands of dollars, except share and per share data) Net sales Costs and expenses Cost of sales, excluding publishing rights and pre-publication amortization Publishing rights amortization Pre-publication amortization Cost of sales Selling and administrative Other intangible asset amortization Impairment charge for pre-publication costs and intangible assets Restructuring Severance and other charges Gain on sale of assets Operating loss Other income (expense) Retirement benefits non-service income Interest expense Interest income Change in fair value of derivative instruments Income from transition services agreement Loss from continuing operations before taxes Income tax expense (benefit) for continuing operations Loss from continuing operations Earnings from discontinued operations, net of tax Gain on sale of discontinued operations, net of tax Income from discontinued operations, net of tax Net loss Net loss per share attributable to common stockholders Basic and diluted: Continuing operations Discontinued operations Net loss Weighted average shares outstanding Basic Diluted Years Ended December 31, 2018 2017 2016 $ 1,322,417 $ 1,327,029 $ 1,291,978 581,467 34,713 109,257 725,437 649,295 26,933 — 4,657 6,821 (201) 588,518 46,238 119,908 754,664 636,326 29,248 3,980 37,775 177 — 578,317 61,351 121,866 761,534 681,170 26,375 130,205 — 15,371 — (90,525) (135,141) (322,677) 1,280 (45,680) 2,550 (1,374) 1,889 (131,860) 5,597 (137,457) 12,833 30,469 43,302 3,486 (42,805) 1,338 1,366 — (171,756) (51,419) (120,337) 17,150 — 17,150 4,253 (39,181) 518 (614) — (357,701) (51,556) (306,145) 21,587 — 21,587 (94,155) $ (103,187) $ (284,558) (1.11) $ 0.35 (0.76) $ (0.98) $ 0.14 (0.84) $ (2.50) 0.18 (2.32) $ $ $ 123,444,943 122,949,064 122,418,474 123,444,943 122,949,064 122,418,474 The accompanying notes are an integral part of these consolidated financial statements. 63 Houghton Mifflin Harcourt Company Consolidated Statements of Comprehensive Loss (in thousands of dollars) Net loss Other comprehensive income (loss), net of taxes: Foreign currency translation adjustments, net of tax Net change in pension and benefit plan liabilities, net of tax Unrealized gain (loss) on short-term investments, net of tax Net change in unrealized gain (loss) on derivative financial instruments, net of tax Other comprehensive income (loss), net of taxes Comprehensive loss Years Ended December 31, 2018 2017 2016 $(94,155) $(103,187) $(284,558) (156) (2,056) 9 3,541 1,338 109 1,734 (18) 4,948 6,773 (1,220) (9,937) 57 (2,467) (13,567) $(92,817) $ (96,414) $(298,125) The accompanying notes are an integral part of these consolidated financial statements. 64 Houghton Mifflin Harcourt Company Consolidated Statements of Cash Flows (in thousands of dollars) Cash flows from operating activities Net loss Adjustments to reconcile net loss to net cash provided by operating activities Earnings from discontinued operations, net of tax Gain on sale of discontinued operations, net of tax Gain on sale of assets Depreciation and amortization expense Amortization of debt discount and deferred financing costs Deferred income taxes Stock-based compensation expense Impairment charge for pre-publication costs and intangible assets Restructuring charges related to property, plant, and equipment Change in fair value of derivative instruments Changes in operating assets and liabilities Accounts receivable Inventories Other assets Accounts payable and accrued expenses Royalties payable and author advances, net Deferred revenue Interest payable Severance and other charges Accrued pension and postretirement benefits Other liabilities Net cash provided by operating activities—continuing operations Net cash provided by operating activities—discontinued operations Net cash provided by operating activities Cash flows from investing activities Proceeds from sales and maturities of short-term investments Purchases of short-term investments Additions to pre-publication costs Additions to property, plant, and equipment Proceeds from sale of business Acquisition of intangible asset Investment in preferred stock Proceeds from sale of assets Net cash provided by (used in) investing activities—continuing operations Net cash used in investing activities—discontinued operations Net cash used in investing activities Cash flows from financing activities Borrowings under revolving credit facility Payments of revolving credit facility Payments of long-term debt Repurchases of common stock Tax withholding payments related to net share settlements of restricted stock units and awards Proceeds from stock option exercises Issuance of common stock under employee stock purchase plan Net collections (remittances) under transition service agreement Net cash used in financing activities—continuing operations Net increase (decrease) in cash and cash equivalents Cash and cash equivalent at the beginning of the period Cash and cash equivalent at the end of the period Supplemental disclosure of cash flow information Interest paid Income taxes paid Non-cash investing activities Pre-publication costs included in accounts payable and accruals Property, plant, and equipment included in accounts payable and accruals Property, plant, and equipment acquired under capital leases Years Ended December 31, 2018 2017 2016 $ (94,155) $(103,187) $(284,558) (12,833) (30,469) (201) 250,466 4,181 5,140 13,248 — — 1,374 (11,005) (33,515) 3,908 16,144 (1,650) (7,692) (186) (2,823) (904) 5,056 104,084 10,831 114,915 86,539 (49,553) (123,403) (53,741) 140,000 — (500) 1,085 427 (6,832) (6,405) 50,000 (50,000) (8,000) — (17,150) — — 266,443 4,181 (49,247) 10,728 3,980 9,841 (1,366) 12,564 8,122 (10,548) (5,937) (1,449) (13,500) 129 221 (6,932) (2,145) 104,748 30,382 135,130 80,690 (86,211) (131,282) (55,092) — (2,000) — — (193,895) (11,028) (204,923) (21,587) — — 284,059 4,181 (53,182) 10,491 130,205 — 614 37,897 8,465 6,673 (24,155) (12,738) 39,249 87 4,315 3,675 (21,906) 111,785 31,966 143,751 197,724 (81,086) (118,603) (103,152) — — (1,000) — (106,117) (7,829) (113,946) — — (8,000) — — — (8,000) (55,017) (1,190) — 1,263 3,803 (4,124) 104,386 148,979 $ 253,365 (1,450) 512 1,608 — (7,330) (77,123) 226,102 $ 148,979 (1,672) 24,532 2,197 — (37,960) (8,155) 234,257 $ 226,102 $ 41,758 430 $ 38,295 715 $ 34,884 5,104 $ 13,974 1,908 480 $ 16,681 11,403 — $ 14,397 5,707 — The accompanying notes are an integral part of these consolidated financial statements. 65 Accumulated Other Comprehensive Loss $(39,728) — (13,567) Total $1,198,321 (284,558) (13,567) Houghton Mifflin Harcourt Company Consolidated Statements of Stockholders’ Equity (in thousands of dollars, except share information) Balance at December 31, 2015 Net loss Other comprehensive loss, net of tax Issuance of common stock for employee purchase plan Issuance of common stock for vesting of restricted stock units Issuance of common stock for exercise of stock options Stock withheld to cover tax withholdings requirements upon vesting of restricted stock units Restricted stock forfeitures and cancellations Repurchases of common stock Stock-based compensation expense Balance at December 31, 2016 Net loss Other comprehensive income, net of tax Issuance of common stock for employee purchase plan Issuance of common stock for vesting of restricted stock units Issuance of common stock for exercise of stock options Stock withheld to cover tax withholdings requirements upon vesting of restricted stock units Restricted stock forfeitures and cancellations Stock-based compensation expense Balance at December 31, 2017 Net loss Other comprehensive income, net of tax Effects of adoption of new revenue accounting standard Issuance of common stock for employee purchase plan Issuance of common stock for vesting of restricted stock units Stock withheld to cover tax withholdings requirements upon vesting of restricted stock units Restricted stock forfeitures and cancellations Stock-based compensation expense Common Stock Shares Issued Par Value Treasury Stock 145,613,978 — — $1,456 — — 140,579 102,151 1,879,924 — (179,828) — — 1 1 19 — (2) — — 147,556,804 — 1,475 — — — 176,749 175,555 39,200 — (36,842) — 2 2 — — — — 147,911,466 — 1,479 — — — 175,428 346,255 — (268,295) — — — 2 3 — (3) — $(463,013) — — — — — — — (55,017) — (518,030) — — — — — — — — (518,030) — — — — — — — — Capital in excess of Par Value $4,833,388 — — 2,777 (1) 23,714 (1,672) 2 — 10,022 Accumulated Deficit $(3,133,782) (284,558) — — — — — — — — 4,868,230 — (3,418,340) (103,187) — 2,130 (2) 512 (1,450) — 10,373 — — — — — — — — — — — — — — (53,295) — 6,773 — — — — — — 4,879,793 — (3,521,527) (94,155) (46,522) — — — 1,611 (3) (1,190) 3 12,960 — 1,338 52,711 — — — — — — — — — — — 2,778 — 23,733 (1,672) — (55,017) 10,022 880,040 (103,187) 6,773 2,132 — 512 (1,450) — 10,373 795,193 (94,155) 1,338 52,711 1,613 — (1,190) — 12,960 Balance at December 31, 2018 148,164,854 $1,481 $(518,030) $4,893,174 $(3,562,971) $(45,184) $ 768,470 The accompanying notes are an integral part of these consolidated financial statements. 66 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) 1. Basis of Presentation Houghton Mifflin Harcourt Company (“HMH,” “Houghton Mifflin Harcourt,” “we,” “us,” “our,” or the “Company”) is a global learning company, committed to delivering integrated solutions that engage learners, empower educators and improve student outcomes. As a leading provider of Kindergarten through 12th grade (“K-12”) core curriculum, supplemental and intervention solutions and professional learning services, HMH partners with educators and school districts to uncover solutions that unlock students’ potential and extend teachers’ capabilities. HMH serves more than 50 million students and 3 million educators in 150 countries, while its award-winning children’s books, novels, non-fiction, and reference titles are enjoyed by readers throughout the world. The K-12 market is our primary market, and in the United States, we are a leading provider of educational content by market share. Some of our core educational offerings include HMH Science Dimensions, Collections, GO Math!, Read 180 Universal, and Journeys. We believe our long-standing reputation and trusted brand enable us to capitalize on trends in the education market through our existing and developing channels. Furthermore, for nearly two centuries, we have published renowned and awarded children’s, fiction, nonfiction, culinary and reference titles enjoyed by readers throughout the world. Our distinguished author list includes ten Nobel Prize winners, forty-eight Pulitzer Prize winners, and fifteen National Book Award winners. We are home to popular characters and titles such as Curious George, Carmen Sandiego, The Lord of the Rings, The Whole30, The Best American Series, the Peterson Field Guides, CliffsNotes, and The Polar Express, and published distinguished authors such as Philip Roth, Temple Grandin, Tim O’Brien, Amos Oz, Kwame Alexander, Lois Lowry, and Chris Van Allsburg. We sell our products and services across multiple media and distribution channels. Leveraging our portfolio of content, including some of our best-known children’s brands and titles, such as Carmen Sandiego and Curious George, we have created interactive digital content, mobile applications and educational games that can be used by families at home or on the go. Our digital products portfolio, combined with our content development or distribution agreements with recognized technology leaders such as Apple, Google, Intel and Microsoft, enable us to bring our next- generation educational solutions and content to learners across virtually all platforms and devices. Additionally, we believe our technology and development capabilities allow us to enhance content engagement and effectiveness with embedded assessment, interactivity and personalized adaptable content as well as increased accessibility. The consolidated financial statements of HMH include the accounts of all of our wholly-owned subsidiaries as of December 31, 2018 and 2017 and for the periods ended December 31, 2018, 2017 and 2016. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Our accompanying consolidated financial statements include the results of operations of the Company and our wholly-owned subsidiaries. All material intercompany accounts and transactions are eliminated in consolidation. We expect our net cash provided by operations combined with our cash and cash equivalents and borrowing availability under our revolving credit facility to provide sufficient liquidity to fund our current obligations, capital spending, debt service requirements and working capital requirements over at least the next twelve months. The ability of the Company to fund planned operations is based on assumptions which involve significant judgment and estimates of future revenues, capital spend and other operating costs. 67 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) Seasonality and Comparability Our net sales, operating profit or loss and net cash provided by or used in operations are impacted by the inherent seasonality of the academic calendar, which results in a cash flow usage in the first half of the year and a cash flow generation in the second half of the year. Consequently, the performance of our businesses may not be comparable quarter to consecutive quarter and should be considered on the basis of results for the whole year or by comparing results in a quarter with results in the same quarter for the previous year. Approximately 85% of our net sales for the year ended December 31, 2018 were derived from our Education segment, which is a markedly seasonal business. Schools conduct the majority of their purchases in the second and third quarters of the calendar year in preparation for the beginning of the school year. Thus, for the years ended December 31, 2018, 2017 and 2016, approximately 67% of our consolidated net sales were realized in the second and third quarters. Sales of K-12 instructional materials and customized testing products are also cyclical with some years offering more sales opportunities than others in light of the state adoption calendar. The amount of funding available at the state level for educational materials also has a significant effect on year-to-year net sales. Although the loss of a single customer would not have a material adverse effect on our business, schedules of school adoptions and market acceptance of our products can materially affect year-to-year net sales performance. 2. Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates, assumptions and judgments by management that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosure of contingent assets and liabilities in the amounts reported in the financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates and assumptions including, but not limited to, book returns, deferred revenue and related standalone selling price estimates, allowance for bad debts, recoverability of advances to authors, valuation of inventory, financial instruments valuation, income taxes, pensions and other postretirement benefits obligations, contingencies, litigation, depreciation and amortization periods, and the recoverability of long-term assets such as property, plant, and equipment, capitalized pre-publication costs, other identified intangibles and goodwill. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates. Adoption of New Revenue Recognition Accounting Standard On January 1, 2018, we adopted the new revenue standard utilizing the modified retrospective method. As a result, we changed our accounting policy for revenue recognition as detailed below. We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of accumulated deficit. Using the modified retrospective approach, we applied the standard only to contracts that were not completed at the date of initial application. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods as we believe it is still comparable. There was a significant impact relating to the requirement to capitalize incremental costs to acquire new contracts, which consist of sales commissions. During previous periods, these costs were expensed as incurred. Further, there is an impact to our accounting for software license revenue. Under the previous 68 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) guidance, when vendor specific objective evidence (“VSOE”) was not established for undelivered maintenance services, software licenses were recognized ratably over the life of the service period due to the separation criteria of the software license and related maintenance services not being met. The requirement for establishing VSOE does not exist under the new standard, thus software licenses are no longer recognized over the maintenance term, but rather as the software licenses are delivered as fair value can be established to allow for separate recognition. The cumulative effect of the changes made to our consolidated balance sheets at January 1, 2018 were as follows: Assets Accounts receivable, net Contract assets (1) Deferred commissions Liabilities December 31, 2017 Adjustments due to Adoption January 1, 2018 $ 192,569 — — $ (1,092) 1,092 24,040 $ 191,477 1,092 24,040 Deferred revenue (current and long-term) $ 683,808 $(28,671) $ 655,137 Stockholders’ equity Accumulated deficit (2) $(3,521,527) $ 52,711 $(3,468,816) (1) (2) Contract assets are included in prepaid expenses and other assets on our consolidated balance sheets. The adoption resulted in the write off of a portion of a deferred tax asset for deferred revenue. However, due to our valuation allowance position, there is no net tax effect on accumulated deficit as the valuation allowance will also be reversed commensurate to the reduction in the deferred tax asset. Impact of New Revenue Recognition Accounting Standard on Financial Statement Line Items In accordance with the new revenue standard requirements, the disclosure of the impact of adoption on our consolidated balance sheets, statements of operations and cash flows were as follows: Assets Accounts receivable, net Contract assets Deferred commissions Liabilities Deferred revenue (current and long-term) Stockholders’ equity December 31, 2018 As Reported Balances Without Adoption Effect of Change Higher / (Lower) $ 203,574 74 22,635 $ 203,648 — — $ (74) 74 22,635 $ 647,444 $ 693,678 $(46,234) Accumulated deficit $(3,562,971) $(3,625,345) $(62,374) 69 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) Year Ended December 31, 2018 Net sales Selling and administrative Operating loss Loss from continuing operations Income from discontinued operations, net of tax Net loss Balances Without Adoption Effect of Change Higher / (Lower) As Reported $1,322,417 649,295 (90,525) (131,860) $1,304,854 647,891 (106,684) (148,019) 43,302 (94,155) 43,302 (110,314) $17,563 1,404 16,159 16,159 — 16,159 The adoption resulted in offsetting shifts in cash flows through net loss within cash flows from operating activities for deferred commissions, which are included within other assets, and deferred revenue consistent with the effects on our consolidated statements of operations as noted in the table above. The adoption had no impact on our overall cash flows from operating, investing or financing activities. Cash flows from operating activities Net loss Adjustments to reconcile net loss to net cash provided by operating activities Other assets Deferred revenue Net cash provided by operating Year Ended December 31, 2018 As Reported Balances Without Adoption Effect of Change Higher / (Lower) $ (94,155) $(110,314) $ 16,159 3,908 (7,692) 2,504 9,871 1,404 (17,563) activities—continuing operations 104,084 104,084 Net cash provided by operating activities—discontinued operations Net cash provided by operating activities 10,831 114,915 10,831 114,915 — — — Revenue Recognition Revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services. To determine revenue recognition for arrangements that we determine are within the scope of the new revenue recognition accounting standard, we perform the following five steps: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. We only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to the customer. At contract inception, we assess the goods or services promised within each contract and determine those that are performance obligations and assess whether each promised good or service is distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products or services to a customer. To the extent the transaction price includes variable consideration, which generally reflects estimated future product returns, we estimate the amount of variable consideration that 70 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) should be included in the transaction price utilizing the expected value method to which we expect to be entitled. Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and the determination of whether to include estimated amounts in the transaction price are based largely on all information (historical, current and forecasted) that is reasonably available. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. We estimate the collectability of contracts upon execution. For contracts with rights of return, the transaction price is adjusted to reflect the estimated returns for the arrangement on these sales and is made at the time of sale based on historical experience by product line or customer. The transaction prices allocated are adjusted to reflect expected returns and are based on historical return rates and sales patterns. Shipping and handling fees charged to customers are included in net sales. When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. We do not assess whether a significant financing component exists if the period between when we perform our obligations under the contract and when the customer pays is one year or less. Significant financing components’ income is included in interest income. Contracts are often modified to account for changes in contract specifications and requirements. Contract modifications exist when the modification either creates new, or changes the existing, enforceable rights and obligations. Generally, contract modifications are for products or services that are not distinct from the existing contract due to the inability to use, consume or sell the products or services on their own to generate economic benefits and are accounted for as if they were part of that existing contract. The effect of such a contract modification on the transaction price and measure of progress for the performance obligation to which it relates is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. Physical product revenue is generally recognized when the customer obtains control of our product, which occurs at a point in time, and may be upon shipment or upon delivery based on the contractual shipping terms of a contract. Revenues from static digital content commence upon delivery to the customer of the digital entitlement that is required to access and download the content and is typically recognized at a point in time. Revenues from subscription software licenses, related hosting services and product support are recognized evenly over the license term as we believe this best represents the pattern of transfer to the customer. The perpetual software licenses provide the customer with a functional license to our products and their related revenues are recognized when the customer receives entitlement to the software. For the technical services provided to customers in connection with the software license, including hosting services related to perpetual licenses, we recognize revenue upon delivery of the services. As the invoices are based on each day of service, this is directly linked to the transfer of benefit to the customer. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. We enter into certain contracts that have multiple performance obligations, one or more of which may be delivered subsequent to the delivery of other performance obligations. These performance obligations may include print and digital media, professional development services, training, software licenses, access to hosted content, and various services related to the software including, but not limited to hosting, maintenance and support, and implementation. We allocate the transaction price based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. We determine standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, we estimate the standalone selling price taking into account available information such as 71 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) market conditions and internally approved standard pricing discounts related to the performance obligations. Generally, our performance obligations include print and digital textbooks and instructional materials, trade books, reference materials, formative assessment materials and multimedia instructional programs; licenses to book rights and content; access to hosted content; and services including professional development, consulting and training. Our contracts may also contain software performance obligations including perpetual and subscription based licenses and software maintenance and support services. Accounts Receivable Accounts receivable include amounts billed and currently due from customers and are recorded net of allowances for doubtful accounts and reserves for returns. In the normal course of business, we extend credit to customers that satisfy predefined criteria. Allowances for doubtful accounts are established through the evaluation of accounts receivable aging and prior collection experience to estimate the ultimate collectability of these receivables. Contract Assets Contract assets include unbilled amounts where revenue is recognized over time as the services are delivered to the customer based on the extent of progress towards completion and revenue recognized exceeds the amount billed to the customer, and right of payment is not subject to the passage of time. Amounts may not exceed their net realizable value. Contract assets are included in prepaid expenses and other assets on our consolidated balance sheets. Deferred Commissions Our incremental direct costs of obtaining a contract, which consist of sales commissions, are deferred and amortized over the period of contract performance. Applying the practical expedient, we recognize sales commission expense when incurred if the amortization period of the assets that we otherwise would have recognized is one year or less. At December 31, 2018 and January 1, 2018, we had $22.6 million and $24.0 million of deferred commissions, respectively. We had $10.5 million of amortization expense related to deferred commissions during the year ended December 31, 2018. These costs are included in selling and administrative expenses. Deferred Revenue Our contract liabilities consist of advance payments and billings in excess of revenue recognized and are classified as deferred revenue on our consolidated balance sheets. Our contract assets and liabilities are accounted for and presented on a net basis as either a contract asset or contract liability at the end of each reporting period. We classify deferred revenue as current or noncurrent based on the timing of when we expect to recognize revenue. In order to determine revenue recognized in the period from contract liabilities, we first allocate revenue to the individual contract liability balance outstanding at the beginning of the period until the revenue exceeds that balance. If additional advances are received on those contracts in subsequent periods, we assume all revenue recognized in the reporting period first applies to the beginning contract liability as opposed to a portion applying to the new advances for the period. Advertising Costs and Sample Expenses Advertising costs are charged to selling and administrative expenses as incurred. Advertising costs were $12.0 million, $12.4 million and $11.0 million for the years ended December 31, 2018, 2017 and 2016, 72 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) respectively. Sample expenses are charged to selling and administrative expenses when the samples are shipped. Cash and Cash Equivalents Cash and cash equivalents consist primarily of cash in banks and highly liquid investment securities that have maturities of three months or less when purchased. The carrying amount of cash equivalents approximates fair value because of the short-term maturity of these investments. Short-term Investments Short-term investments typically consist of marketable securities with maturities between three and twelve months at the balance sheet date. We have classified all of our short-term investments as available-for-sale at December 31, 2018 and 2017. The investments are reported at fair value with any unrealized gains or losses excluded from earnings and reported as a separate component of stockholders’ equity as other comprehensive income (loss). Accounts Receivable Accounts receivable are recorded net of allowances for doubtful accounts and reserves for returns. In the normal course of business, we extend credit to customers that satisfy predefined criteria. We estimate the collectability of our receivables. Allowances for doubtful accounts are established through the evaluation of accounts receivable aging and prior collection experience to estimate the ultimate collectability of these receivables. Reserves for returns are based on historical return rates and sales patterns. Inventories Inventories are stated at the lower of weighted-average cost or net realizable value. The level of obsolete and excess inventory is estimated on a program or title level-basis by comparing the number of units in stock with past usage and the expected future demand. The expected future demand of a program or title is determined by the copyright year, the previous year’s usage, the subsequent years’ sales forecast, and known forward-looking trends including our development cycle to replace the title or program and competing titles or programs. Property, Plant, and Equipment Property, plant, and equipment are stated at cost, or in the case of assets acquired in business combinations, at fair value as of the acquisition date, less accumulated depreciation. Equipment under capital lease is stated at fair value at inception of the lease, less accumulated depreciation. Maintenance and repair costs are charged to expense as incurred, and renewals and improvements that extend the useful life of the assets are capitalized. Costs associated with developing film and episodic series assets are deferred if such amounts are expected to be recovered through future revenues. Film and episodic series costs are amortized on a pro rata basis of revenue earned and total revenue expected to be earned from the film or episodic series. Depreciation on property, plant, and equipment is calculated using the straight-line method over the estimated useful lives of the assets or, in the case of assets acquired in business combinations, over their remaining lives. Equipment held under capital leases and leasehold improvements are amortized using the 73 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) straight-line method over the shorter of the lease term or estimated useful life of the asset. Estimated useful lives of property, plant, and equipment are as follows: Estimated Useful Life Building and building equipment Machinery and equipment Capitalized software Leasehold improvements Film and media 10 to 35 years 2 to 15 years 3 to 5 years Lesser of useful life or lease term Revenue earned Capitalized Internal-Use Software and Software Development Costs Capitalized internal-use and external-use software are included in property, plant and equipment on the consolidated balance sheets. We capitalize certain costs related to obtaining or developing computer software for internal use including external customer-facing websites. Costs incurred during the application development stage, including external direct costs of materials and services, and payroll and payroll related costs for employees who are directly associated with the internal-use software project, are capitalized and amortized on a straight-line basis over the expected useful life of the related software. The application development stage includes design of chosen path, software configuration and integration, coding, hardware installation and testing. Costs incurred during the preliminary project stage, as well as maintenance, training and upgrades that do not result in additional functionality subsequent to general release are expensed as incurred. Certain computer software development costs for software that is to be sold or marketed are capitalized in the consolidated balance sheets. Capitalization of computer software development costs begins upon the establishment of technological feasibility. We define the establishment of technological feasibility as a working model. Amortization of capitalized computer software development costs is provided on a product- by-product basis using the straight-line method, beginning upon commercial release of the product, and continuing over the remaining estimated economic life of the product. The carrying amounts of computer software development costs are annually compared to net realizable value and impairment charges are recorded, as appropriate, when amounts expected to be realized are lower. We review internal-use software and software development costs for impairment. For the years ended December 31, 2018, 2017 and 2016, there was no impairment of software developments costs. Pre-publication Costs We capitalize the art, prepress, manuscript and other costs incurred in the creation of the master copy of a book or other media (the “pre-publication costs”). Pre-publication costs are primarily amortized from the year of sale over five years using the sum-of-the-years-digits method, which is an accelerated method for calculating an asset’s amortization. Under this method, the amortization expense recorded for a pre- publication cost asset is approximately 33% (year 1), 27% (year 2), 20% (year 3), 13% (year 4) and 7% (year 5). This policy is used throughout the Company, except for the Trade Publishing young readers and general interest books, which generally expenses such costs as incurred. Additionally, pre-publication costs recorded in connection with the acquisition of the EdTech business are amortized over 7 years on a projected sales pattern. The amortization methods and periods chosen best reflects the pattern of expected sales generated from individual titles or programs. We periodically evaluate the remaining lives and recoverability of capitalized pre-publication costs, which are often dependent upon program acceptance by state adoption authorities. 74 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) Amortization expense related to pre-publication costs for the years ended December 31, 2018, 2017 and 2016 were $109.3 million, $119.9 million and $121.9 million, respectively. For the year ended December 31, 2017, an impairment charge for pre-publication costs of $4.0 million was recorded as certain products will no longer be sold in the marketplace. For the years ended December 31, 2018 and 2016, there was no impairment of pre-publication costs. Goodwill and Indefinite-lived Intangible Assets Goodwill is the excess of the purchase price paid over the fair value of the net assets of the business acquired. Other intangible assets principally consist of branded trademarks and trade names, acquired publishing rights and customer relationships. Goodwill and indefinite-lived intangible assets (certain tradenames) are not amortized, but are reviewed at least annually for impairment or earlier, if an indication of impairment exists. Goodwill is allocated entirely to our Education reporting unit. Determining the fair value of a reporting unit is judgmental in nature, and involves the use of significant estimates and assumptions. These estimates and assumptions may include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions, the determination of appropriate market comparables as well as the fair value of individual assets and liabilities. We have the option of first assessing qualitative factors to determine whether it is necessary to perform the current two-step impairment test for goodwill or we can perform the two-step impairment test without performing the qualitative assessment. In performing the qualitative (Step 0) assessment, events and circumstances specific to the reporting unit and to the entity as a whole, such as macroeconomic conditions, industry and market considerations, overall financial performance and cost factors are considered when evaluating whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. Recoverability of goodwill can also be evaluated using a two-step process. In the first step, the fair value of a reporting unit is compared to its carrying value. If the fair value of a reporting unit exceeds the carrying value of the net assets assigned to a reporting unit, goodwill is considered not impaired and no further testing is required. If the carrying value of the net assets assigned to a reporting unit exceeds the fair value of a reporting unit, the second step of the impairment test is performed in order to determine the implied fair value of a reporting unit’s goodwill. Determining the implied fair value of goodwill requires valuation of a reporting unit’s tangible and intangible assets and liabilities in a manner similar to the allocation of purchase price in a business combination. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, goodwill is deemed impaired and is written down to the extent of the difference. We estimate total fair value of the Education reporting unit by using various valuation techniques including an evaluation of our market capitalization and peer company multiples. With regard to indefinite-lived intangible assets, which includes the Houghton Mifflin Harcourt tradename at December 31, 2018 and 2017, the recoverability is evaluated using a one-step process whereby we determine the fair value by asset and then compare it to its carrying value to determine if the asset is impaired. We estimate the fair value based by preparing a relief-from-royalty discounted cash flow analysis using forwarding looking revenue projections. The significant assumptions used in discounted cash flow analysis include: future net sales, a long-term growth rate, a royalty rate and a discount rate used to present value future cash flows and the terminal value of the Education reporting unit. The discount rate is based on the weighted-average cost of capital method at the date of the evaluation. We completed our annual goodwill impairment tests as of October 1, 2018 and 2017. In 2018 and 2017, we used income and market valuation approaches to determine the fair value of the Education reporting unit. The fair value of the Education reporting unit substantially exceeded its carrying value as of the evaluation dates. No goodwill was deemed to be impaired for the years ended December 31, 2018, 2017 and 2016, respectively. 75 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) We completed our annual indefinite-lived intangible assets impairment tests as of October 1, 2018 and 2017. No indefinite-lived intangible assets were deemed to be impaired for the years ended December 31, 2018 and 2017. We recorded non-cash impairment charges of $130.2 million for the year ended December 31, 2016. The impairment charges related to four specific tradenames within the Education segment in 2016 and primarily resulted from the strategic decision to market our products under the Houghton Mifflin Harcourt and HMH name rather than legacy imprints along with certain declining sales projections. Publishing Rights A publishing right is an acquired right that allows us to publish and republish existing and future works as well as create new works based on previously published materials. We determine the fair market value of the publishing rights arising from business combinations by discounting the after-tax cash flows projected to be derived from the publishing rights and titles to their net present value using a rate of return that accounts for the time value of money and the appropriate degree of risk. The useful life of the publishing rights is based on the lives of the various copyrights involved. We calculate amortization using the percentage of the projected operating income before taxes derived from the titles in the current year as a percentage of the total estimated operating income before taxes over the remaining useful life. Acquired publication rights, as well as customer-related intangibles with definitive lives, are primarily amortized on an accelerated basis over periods ranging from 3 to 20 years. Impairment of Other Long-lived Assets We review our other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If the future undiscounted cash flows are less than their book value, impairment exists. The impairment is measured as the difference between the book value and the fair value of the underlying asset. Fair value is normally determined using an undiscounted cash flow model. Severance We accrue postemployment benefits if the obligation is attributable to services already rendered, rights to those benefits accumulate, payment of benefits is probable, and amount of benefit is reasonably estimated. Postemployment benefits include severance benefits. Subsequent to recording such accrued severance liabilities, changes in market or other conditions may result in changes to assumptions upon which the original liabilities were recorded that could result in an adjustment to the liabilities. Royalty Advances Royalty advances to authors are capitalized and represent amounts paid in advance of the sale of an author’s product and are recovered as earned. As advances are recorded, a partial reserve may be recorded immediately based primarily upon historical sales experience. Additionally, advances are evaluated periodically to determine if they are expected to be recovered on a title-by-title basis, with consideration given to the other titles in the author’s portfolio also earning against the outstanding advance. Any portion of a royalty advance that is not expected to be recovered is fully reserved. Cash payments for royalty advances are included within cash flows from operating activities, under the caption “Royalties payable and author advances, net,” in our consolidated statements of cash flows. 76 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) Income Taxes We record income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax basis, and operating loss and tax credit carryforwards. Our consolidated financial statements contain certain deferred tax assets which have arisen primarily as a result of interest expense limitations, as well as other temporary differences between financial and tax accounting. We establish a valuation allowance if the likelihood of realization of the deferred tax assets is reduced based on an evaluation of objective verifiable evidence. Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against those deferred tax assets. We evaluate the weight of all available evidence to determine whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. We also evaluate any uncertain tax positions and only recognize the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50 percent likelihood of being realized upon settlement. We record a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. Any change in judgment related to the expected ultimate resolution of uncertain tax positions is recognized in earnings in the period in which such change occurs. Interest and penalties, if any, related to unrecognized tax benefits are recorded in income tax expense. We had accounted for the tax effects of The Tax Cuts and Jobs Act, enacted on December 22, 2017, on a provisional basis and have subsequently finalized our accounting analysis based on guidance, interpretations available at December 31, 2018. Adjustments made in the fourth quarter of 2018 upon finalization of our accounting analysis were not material to our financial statements. See Note 8 to the consolidated financial statements for further detail. Stock-Based Compensation Certain employees and directors have been granted stock options, restricted stock and restricted stock units in our common stock. Stock-based compensation expense reflects the fair value of stock-based awards measured at the grant date and recognized over the relevant service period. We estimate the fair value of each stock-based award on the measurement date using the current market price based on the target value of the award for restricted stock and restricted stock units, the Monte Carlo simulation for market-based restricted stock units and the Black-Scholes valuation model for stock options. We recognize stock-based compensation expense over the awards requisite service period on a straight-line basis for time based stock options, restricted stock and restricted stock units and on a graded basis for restricted stock and restricted stock units that are contingent on the achievement of performance conditions. Comprehensive Loss Comprehensive loss is defined as changes in the equity of an enterprise except those resulting from stockholder transactions. The amounts shown on the consolidated statements of stockholders’ equity and comprehensive loss relate to the cumulative effect of changes in pension and postretirement liabilities, foreign currency translation gain and loss adjustments, unrealized gains and losses on short-term investments and gains and losses on derivative instruments. 77 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) Foreign Currency Translation The functional currency for each of our subsidiaries is the currency of the primary economic environment in which the subsidiary operates, generally defined as the currency in which the entity generates and expends cash. Foreign currency denominated assets and liabilities are translated into United States dollars at current rates as of the balance sheet date and the revenue, costs and expenses are translated at the average rates established during each reporting period. Cumulative translation gains or losses are recorded in equity as an element of accumulated other comprehensive income. Financial Instruments Derivative financial instruments are employed to manage risks associated with interest rate exposures and are not used for trading or speculative purposes. We recognize all derivative instruments in our consolidated balance sheets at fair value. Changes in the fair value of derivatives are recognized periodically either in earnings or in stockholders’ equity as a component of accumulated other comprehensive loss, depending on whether the derivative financial instrument qualifies for hedge accounting and, if so, whether it qualifies as a fair value hedge or a cash flow hedge. Gains and losses on derivatives designated as hedges, to the extent they are effective, are recorded in other comprehensive loss, and subsequently reclassified to earnings to offset the impact of the hedged items when they occur. Changes in the fair value of derivatives not qualifying as hedges are reported in earnings. During 2018, 2017 and 2016, our interest rate swaps were designated as hedges and qualify for hedge accounting. Accordingly, we recorded an unrealized gain of $3.5 million and $4.9 million, and an unrealized loss of $2.5 million in our statements of comprehensive loss to account for the changes in fair value of these derivatives during the periods ended December 31, 2018, 2017 and 2016, respectively. The corresponding $2.4 million hedge asset is included within long-term other assets in our consolidated balance sheet as of December 31, 2018. The corresponding $1.2 million and $6.1 million hedge liability is included within long-term other liabilities in our consolidated balance sheet as of December 31, 2017 and 2016, respectively. Our foreign exchange forward contracts did not qualify for hedge accounting because we did not contemporaneously document our hedging strategy upon entering into the hedging arrangements. Treasury Stock We account for treasury stock under the cost method. When shares are reissued or retired from treasury stock they are accounted for at an average price. Upon retirement the excess over par value is charged against capital in excess of par value. Net Loss per Share Basic net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted-average common shares outstanding during the period. Except where the result would be anti-dilutive, net loss per share is computed using the treasury stock method for the exercise of stock options. For periods in which the Company has reported net losses, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti- dilutive. Diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders for the years ended December 31, 2018, 2017 and 2016. 78 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) Recent Accounting Standards Recent accounting pronouncements, not included below, are not expected to have a material impact on our consolidated financial position and results of operations. Recently Issued Accounting Standards In January 2017, the Financial Accounting Standards Board (“FASB”) issued updated guidance to simplify the test for goodwill impairment by the elimination of Step 2 in the determination on whether goodwill should be considered impaired. The annual assessments are still required to be completed. The guidance will be effective in 2020, with early adoption permitted. We do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements. In February 2016, the FASB issued guidance that primarily requires lessees to recognize most leases on their balance sheets but record expenses on their income statements in a manner similar to current accounting. For lessors, the guidance modifies the classification criteria and the accounting for sales-type and direct financing leases. The guidance will be effective for us on January 1, 2019. We will apply the guidance at the adoption date and recognize right of use assets and lease liabilities in the period of adoption. We will adopt using the transition method, which will not require adjustments to comparative periods nor require modified disclosures in those comparative periods. The new guidance provides a number of optional practical expedients in transition. We will elect the package of practical expedients, which among other things, allows the carryforward of the historical lease classification. Further, upon implementation of the new guidance, we will elect the practical expedients to combine lease and non-lease components, and to not recognize right-of-use assets and lease liabilities for short-term leases. We have identified appropriate changes to our accounting policies, information technology systems, business processes, and related internal controls to support recognition and disclosure requirements under the new guidance. We are currently in the process of evaluating the impact of this guidance on our consolidated financial statements and footnote disclosures, but we believe the adoption of this guidance will have a material impact on our consolidated balance sheets due to the recognition of the lease rights and obligations related to our office space leases as assets and liabilities. The impact on our results of operations and cash flows is not expected to be material. Recently Adopted Accounting Standards In May 2014, the FASB issued new guidance related to revenue recognition. This new accounting standard replaced most current U.S. GAAP guidance on this topic and eliminated most industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. Entities may adopt the new standard either retrospectively to all periods presented in the financial statements (the full retrospective method) or as a cumulative-effect adjustment as of the date of adoption (modified retrospective method) in the year of adoption without applying to comparative periods financial statements. We adopted the guidance on January 1, 2018 applying the modified retrospective method. The new standard superseded substantially all existing revenue recognition guidance. It impacts the revenue recognition for a significant number of our contracts, in addition to our business processes and our information technology systems. As a result, we established a cross-functional coordinated team to implement the new revenue recognition standard. We have implemented changes to our systems, processes and internal controls to meet the standard’s reporting and disclosure requirements. 79 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) Refer to “Adoption of New Revenue Recognition Accounting Standard” in this Note 2 for a detailed description of the impact of the adoption of the revenue standard. In March 2017, the FASB issued guidance to improve the presentation of net periodic pension cost and net periodic post-retirement benefit cost. The changes to the guidance required employers to report the service cost component in the same line item as other compensation costs arising from services rendered by employees during the reporting period. The other components of net benefit costs have been presented in the income statement separately from the service cost and outside of a subtotal of income from operations. The guidance became effective January 1, 2018 and the adoption of the guidance did not have a material impact on our consolidated financial statements. In November 2016, the FASB issued guidance on restricted cash, which required amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the total beginning and ending amounts for the periods shown on the statement of cash flows. The guidance became effective January 1, 2018 using a retrospective transition method to each period presented. The adoption of the guidance did not have a material impact on our consolidated financial statements. In August 2016, the FASB issued a guidance update to classifications of certain cash receipts and cash payments on the Statement of Cash Flows with the objective of reducing the existing diversity in practice. This updated guidance addresses the following eight specific cash flow issues: debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (including bank- owned life insurance policies); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The guidance became effective January 1, 2018 and the adoption of the guidance did not have a material impact on our consolidated financial statements. In March 2016, the FASB issued guidance that changes the accounting for certain aspects of share-based payments to employees. The guidance requires the recognition of the income tax effects of awards in the income statement when the awards vest or are settled, thus eliminating additional paid-in capital pools. The guidance also allows for the employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting. In addition, the guidance allows for a policy election to account for forfeitures as they occur rather than on an estimated basis. The guidance became effective January 1, 2017. The adoption of the guidance resulted in the recognition of approximately $12.3 million (tax effected) of previously unrecorded additional paid-in capital net operating losses as of January 1, 2017. The additional net operating losses were offset by an increase to the valuation allowance, accordingly no income tax benefit was recognized as a result of the adoption. 3. Discontinued Operations On October 1, 2018, we completed the previously announced sale of all the assets, including intellectual property, used primarily in our Riverside clinical and standardized testing business (“Riverside Business”) for cash consideration received of $140.0 million and the purchaser’s assumption of all liabilities relating to the Riverside Business subject to specified exceptions. Net proceeds from the sale after the payment of transaction costs were approximately $135.0 million with a post-tax book gain on sale of approximately $30.5 million. The gain was recorded in the fourth quarter of 2018 as the transaction closed on October 1, 2018. The tax gain on the sale was offset by current year losses. The results of the Riverside Business were 80 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) previously reported in our Education segment. In connection with the sale of the Riverside Business, we entered into a Transition Services Agreement (TSA) with the purchaser whereby we will perform certain support functions for a period of up to 18 months from the disposition date in the fourth quarter of 2018. Upon the signing of the asset purchase agreement on September 12, 2018, the Riverside Business qualified as a discontinued operation, and goodwill originally included in the Education reportable segment was transferred to the Riverside Business. The amount of transferred goodwill was $67.0 million and was determined using the relative fair value method. The relative fair value was determined based on the purchase price of the Riverside Business compared to the Education reportable segment fair value. The Education reportable segment fair value was based primarily on the market value of the overall Company at the date that the Riverside Business qualified as a discontinued operation. The allocation also required the assessment for impairment for each of the Riverside Business and Education reportable segment’s goodwill and indefinite-lived intangible assets carrying values. No impairment was deemed to exist. Selected financial information of the Riverside Business included in discontinued operations is as follows: Net sales Costs Amortization Impairment charge for intangible assets Earnings from discontinued operations before taxes Income tax expense (benefit) For the Year Ended December 31, 2018 2017 2016 $56,562 37,714 4,954 — 13,894 1,061 $80,482 54,718 7,630 — 18,134 984 $ 80,707 55,304 8,752 9,000 7,651 (13,936) Earnings from discontinued operations, net of tax $12,833 $17,150 $ 21,587 The assets and liabilities of the Riverside Business have been classified as assets of discontinued operations and liabilities of discontinued operations on our consolidated balance sheets. The major categories of assets and liabilities of the Riverside Business included in assets of discontinued operations and liabilities of discontinued operations are as follows: Accounts receivable, net Inventories Prepaid expenses and other assets Property, plant, and equipment, net Pre-publication costs, net Goodwill Other intangible assets, net Total assets of discontinued operations Accounts payable Royalties payable Salaries, wages, and commissions payable Deferred revenue Other liabilities Total liabilities of discontinued operations 81 December 31, 2017 $ 8,511 3,950 28 5,247 10,900 67,000 28,125 $123,761 $ 692 6,194 2,133 10,398 5,289 $ 24,706 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) 4. Balance Sheet Information Short-term Investments The following table shows the gross unrealized losses and market value of our available-for-sale securities with unrealized losses that are not deemed to be other-than-temporary, aggregated by investment category: Short-term investments: U.S. Government and agency securities $49,824 $31 $(22) $49,833 December 31, 2018 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Short-term investments: U.S. Government and agency securities $86,467 $25 $(43) $86,449 December 31, 2017 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value The contractual maturities of our short-term investments are one year or less. Account Receivable Accounts receivable at December 31, 2018 and 2017 consisted of the following: Accounts receivable Allowance for bad debt Reserve for book returns 2018 2017 $224,306 (2,173) (18,559) $215,657 (2,508) (20,580) $203,574 $192,569 As of December 31, 2018, no individual customer comprised more than 10% of our accounts receivable, net balance. As of December 31, 2017, there was one individual customer that comprised approximately 10% of our accounts receivable, net balance. We believe that our accounts receivable credit risk exposure is limited and we have not experienced significant write-downs in our accounts receivable balances. Inventories Inventories at December 31, 2018 and 2017 consisted of the following: Finished goods Raw materials Inventories 2018 2017 $162,890 21,319 $141,925 8,769 $184,209 $150,694 82 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) Property, Plant, and Equipment Balances of major classes of assets and accumulated depreciation and amortization at December 31, 2018 and 2017 were as follows: Land and land improvements Building and building equipment Machinery and equipment Capitalized software Leasehold improvements Film and media Less: Accumulated depreciation and amortization Property, plant, and equipment, net 2018 2017 $ 4,923 9,415 11,630 563,314 22,171 14,920 $ 4,923 9,867 31,234 522,826 22,784 8,056 626,373 (500,448) 599,690 (451,031) $ 125,925 $ 148,659 For the years ended December 31, 2018, 2017 and 2016, depreciation and amortization expense related to property, plant, and equipment were $81.2 million, $71.0 million and $74.5 million, respectively. Property, plant, and equipment at December 31, 2018 and 2017 included approximately $0.7 million and $6.9 million, respectively, acquired under capital lease agreements, of which the majority is included in machinery and equipment. The future minimum lease payments required under non-cancelable capital leases as of December 31, 2018 are $0.2 million in 2019, 2020 and 2021. Included within property, plant, and equipment on our consolidated balance sheets are film and media assets. Our film and media assets are comprised of the cost to develop our animated series Carmen Sandiego. These assets will be amortized proportionally to the revenues recognized relative to the total estimated revenue consistent with the guidance over episodic television series development. In the fourth quarter of 2018, we recorded amortization expense of $6.1 million against this asset upon recognition of revenue, and is included within cost of sales, excluding publishing rights and pre-publication amortization, in the statement of operations. No amortization expense was previously recorded. Substantially all property, plant, and equipment are pledged as collateral under our term loan and revolving credit facility. Contract Assets, Contract Liabilities and Deferred Commissions Contract assets consist of unbilled amounts at the reporting date and are transferred to accounts receivable when the rights become unconditional. Contract assets are included in prepaid expenses and other assets on our consolidated balance sheets. Contract liabilities consist of deferred revenue (current and long-term). The following table presents changes in contract assets and contract liabilities during the year ended December 31, 2018: December 31, 2018 January 1, 2018 $ Change % Change $ 74 647,444 $ 1,092 655,137 $(1,018) (7,693) NM (1.2)% Contract assets Contract liabilities (deferred revenue) NM = not meaningful 83 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) The $6.7 million increase in our net contract liabilities from January 1, 2018 to December 31, 2018 was primarily due to a $7.7 million decrease in our contract liabilities, primarily due to the satisfaction of performance obligations related to physical and digital products during the period. During the year ended December 31, 2018, we recognized the following net sales as a result of changes in the contract asset and contract liabilities balances: Net sales recognized in the period from: Amounts included in contract liabilities at the beginning of the period Year Ended December 31, 2018 $220,769 As of December 31, 2018, the aggregate amount of the transaction price allocated to the remaining performance obligations was $694.1 million, and we will recognize approximately 80% over the next 1 to 3 years to net sales. Prior to the adoption of the new revenue standard, we expensed incremental commissions paid to sales representatives for obtaining product sales as well as service contracts. We expect that the costs are recoverable, and under the new standard, we capitalize these incremental costs of obtaining customer contracts unless the capitalization and amortization of such costs are not expected to have a material impact on the financial statements. We did not record any impairment against contract assets during the year ended December 31, 2018. Applying the practical expedient, we recognize sales commission expense when incurred if the amortization period of the assets that we otherwise would have recognized is one year or less. We had deferred commissions in the amount of $22.6 million at December 31, 2018 and amortized $10.5 million during the year ended December 31, 2018. The amortization is included in selling and administrative expenses. 5. Goodwill and Other Intangible Assets Goodwill and other intangible assets consisted of the following: December 31, 2018 Cost Accumulated Amortization Total Cost December 31, 2017 Accumulated Amortization Total Goodwill $ 716,073 $ — $716,073 $ 716,073 $ — $716,073 Trademarks and tradenames: indefinite-lived $ 161,000 $ — $161,000 $ 161,000 $ — $161,000 Trademarks and tradenames: definite-lived Publishing rights Customer related and other 164,130 1,180,000 444,640 (28,087) (1,112,869) (287,922) 136,043 67,131 156,718 164,130 1,180,000 444,640 (17,226) (1,078,156) (271,850) 146,904 101,844 172,790 Other intangible assets, net $1,949,770 $(1,428,878) $520,892 $1,949,770 $(1,367,232) $582,538 There were no changes in the carrying amount of goodwill related to continuing operations for the year ended December 31, 2018. Goodwill related to continuing operations decreased $67.0 million compared to previously reported amounts. The decrease arises from the allocation of goodwill to the Riverside Business (i.e., discontinued operations) from the Education reportable segment goodwill amount. Refer to Note 3. 84 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) In accordance with the provisions of the accounting standard for goodwill and other intangible assets, goodwill and certain indefinite-lived tradenames are not amortized but rather are assessed for impairment on an annual basis. In connection with this assessment, we recorded an impairment charge of approximately $130.2 million for certain of our indefinite-lived intangible assets, which has been reflected as of the measurement date of October 1, 2016, which are now definite-lived. There was no impairment charge recorded in the years ended December 31, 2018 and 2017. There was no goodwill impairment for the years ended December 31, 2018, 2017 and 2016, respectively. During 2017, we acquired the remaining intellectual property rights to certain educational content and recorded an intangible asset of $2.0 million. During 2016, certain tradenames were deemed to be definite-lived and, accordingly, are being amortized over their estimated useful lives. This was due to our strategic decision to gradually migrate away from specific imprints, primarily the Holt McDougal and various supplemental brands, and in favor of marketing our products under the Houghton Mifflin Harcourt and HMH names. As a result of this change in estimate from indefinite-lived to definite-lived intangible assets, we recorded amortization expense of $8.1 million, $8.1 million and $2.0 million during 2018, 2017 and 2016, respectively, related to these tradenames. During 2016, $109.4 million of previously indefinite-lived intangible assets were transferred to definite-lived intangible assets and $130.2 million of indefinite-lived intangible assets were impaired. Amortization expense for publishing rights and customer related and other intangibles were $61.6 million, $75.5 million and $87.7 million for the years ended December 31, 2018, 2017 and 2016, respectively. Estimated aggregate amortization expense expected for each of the next five years related to intangibles subject to amortization is as follows: 2019 2020 2021 2022 2023 Thereafter 6. Debt Our debt consisted of the following: Trademarks and Tradenames $ 10,862 10,862 10,862 10,862 10,862 81,733 Publishing Rights $26,557 20,056 11,642 7,569 1,307 — Other Intangible Assets $ 13,444 9,594 9,320 9,119 8,939 106,302 $136,043 $67,131 $156,718 $800,000 term loan due May 29, 2021 interest payable quarterly (net of discount and issuance costs) Less: Current portion of long-term debt Total long-term debt, net of discount and issuance costs Revolving credit facility 85 December 31, 2018 December 31, 2017 $763,649 8,000 $768,194 8,000 $755,649 $760,194 $ — $ — Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) Long-term debt repayments due in each of the next five years and thereafter is as follows: Year 2019 2020 2021 Term Loan Facility 8,000 8,000 756,000 $772,000 On May 29, 2015, we entered into an amended and restated $800.0 million term loan credit facility (the “term loan facility”). The term loan facility matures on May 29, 2021 and the interest rate is based on LIBOR plus 3.0% or an alternative base rate plus applicable margins. LIBOR is subject to a floor of 1.0% with the length of the LIBOR contracts ranging up to six months at the option of the Company. The term loan facility is required to be repaid in quarterly installments of $2.0 million, and may be prepaid, in whole or in part, at any time, without premium. The term loan facility was issued at a discount equal to 0.5% of the outstanding borrowing commitment. As of December 31, 2018, the interest rate of the term loan facility was 5.5%. The term loan facility does not require us to comply with financial maintenance covenants. We are currently required to meet certain incurrence based financial covenants as defined under our term loan facility. The term loan facility is subject to usual and customary conditions, representations, warranties and covenants, including restrictions on additional indebtedness, liens, investments, mergers, acquisitions, asset dispositions, dividends to stockholders, repurchase or redemption of our stock, transactions with affiliates and other matters. The term loan facility is subject to customary events of default. If an event of default occurs and is continuing, the administrative agent may, or at the request of certain required lenders shall, accelerate the obligations outstanding under the term loan facility. We are subject to an excess cash flow provision under our term loan facility which is predicated upon our leverage ratio and cash flow. There was no payment required under the excess cash flow provision in 2018 and 2017. Interest Rate Hedging On August 17, 2015, we entered into interest rate derivative contracts with various financial institutions having an aggregate notional amount of $400.0 million to convert floating rate debt into fixed rate debt and had $400.0 million outstanding as of December 31, 2018. We assessed at inception, and re-assess on an ongoing basis, whether the interest rate derivative contracts are highly effective in offsetting changes in the fair value of the hedged variable rate debt. These interest rate swaps were designated as cash flow hedges and qualify for hedge accounting under the accounting guidance related to derivatives and hedging. Accordingly, we recorded an unrealized gain of $3.5 million and $4.9 million, and an unrealized loss of $2.5 million in our statements of comprehensive loss to account for the changes in fair value of these derivatives during the periods ended December 31, 2018, 2017 and 2016, respectively. The corresponding $2.4 million hedge asset is included within long-term other assets and $1.2 million hedge liability is included within long-term other liabilities in our consolidated balance sheet as of December 31, 2018 and 2017, respectively. The interest rate derivative contracts mature on July 22, 2020. 86 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) Revolving Credit Facility On July 22, 2015, we entered into an amended and restated revolving credit facility (the “revolving credit facility”). The revolving credit facility provides borrowing availability in an amount equal to the lesser of either $250.0 million or a borrowing base that is computed monthly or weekly and comprised of the Borrowers’ and the Guarantors’ (as such terms are defined below) eligible inventory and receivables. The revolving credit facility includes a letter of credit subfacility of $50.0 million, a swingline subfacility of $20.0 million and the option to expand the facility by up to $100.0 million in the aggregate under certain specified conditions. The revolving credit facility may be prepaid, in whole or in part, at any time, without premium. The revolving credit facility requires the Company to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 on a trailing four-quarter basis only during certain periods commencing when excess availability under the revolving credit facility is less than certain limits prescribed by the terms of the revolving credit facility. The revolving credit facility is subject to usual and customary conditions, representations, warranties and covenants, including restrictions on additional indebtedness, liens, investments, mergers, acquisitions, asset dispositions, dividends to stockholders, repurchase or redemption of our stock, transactions with affiliates and other matters. The revolving credit facility is subject to customary events of default. As of December 31, 2018, no amounts are outstanding on the revolving credit facility. As of December 31, 2018, the minimum fixed charge coverage ratio covenant under our revolving credit facility was not applicable, due to our level of borrowing availability. The minimum fixed charge coverage ratio, which is only tested in limited situations, is 1.0 to 1.0 through the end of the facility. Guarantees Under both the revolving credit facility and the term loan facility, Houghton Mifflin Harcourt Publishers Inc., HMH Publishers LLC and Houghton Mifflin Harcourt Publishing Company are the borrowers (collectively, the “Borrowers”), and Citibank, N.A. acts as both the administrative agent and the collateral agent. The obligations under the revolving credit facility and the term loan facility are guaranteed by the Company and each of its direct and indirect for-profit domestic subsidiaries (other than the Borrowers) (collectively, the “Guarantors”) and are secured by all capital stock and other equity interests of the Borrowers and the Guarantors and substantially all of the other tangible and intangible assets of the Borrowers and the Guarantors, including, without limitation, receivables, inventory, equipment, contract rights, securities, patents, trademarks, other intellectual property, cash, bank accounts and securities accounts and owned real estate. The revolving credit facility is secured by first priority liens on receivables, inventory, deposit accounts, securities accounts, instruments, chattel paper and other assets related to the foregoing (the “Revolving First Lien Collateral”), and second priority liens on the collateral which secures the term loan facility on a first priority basis. The term loan facility is secured by first priority liens on the capital stock and other equity interests of the Borrowers and the Guarantors, equipment, owned real estate, trademarks and other intellectual property, general intangibles that are not Revolving First Lien Collateral and other assets related to the foregoing, and second priority liens on the Revolving First Lien Collateral. 7. Restructuring, Severance and Other Charges 2017 Restructuring Plan On an ongoing basis, we assess opportunities for improved operational effectiveness and efficiency and better alignment of expenses with net sales, while preserving our ability to make the investments in content 87 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) and our people that we believe are important to our long-term success. As a result of these assessments, we have undertaken a restructuring initiative in order to enhance our growth potential and better position us for long-term success. This initiative is described below. Beginning at the end of 2016, we worked with a third party consultant to review our operating model and organizational design in order to improve our operational efficiency, better focus on the needs of our customers and right-size our cost structure to create long-term shareholder value. In March 2017, we committed to certain operational efficiency and cost-reduction actions we planned to take in order to accomplish these objectives (“2017 Restructuring Plan”). These actions included making organizational design changes across layers of the Company below the executive team and other right-sizing initiatives expected to result in reductions in force, consolidating and/or subletting certain office space under real estate leases as well as other potential operational efficiency and cost-reduction initiatives. We completed the organizational design change actions in 2017 and the remaining actions in 2018. Implementation of actions under the 2017 Restructuring Plan resulted in total charges of approximately $42.8 million, of which approximately $32.6 million of these charges are estimated to result in cash outlays. We have recorded cash-related costs of $4.7 million and $27.9 million for the years ended December 31, 2018 and 2017, respectively, of which a portion of these expenses totaling approximately $16.2 million were related to severance and termination benefits for the year ended December 31, 2017. The remaining amount of approximately $4.7 million and $11.7 million related to implementation of the plan and real estate consolidation costs for the years ended December 31, 2018 and 2017, respectively. These costs are included in the restructuring line item within our consolidated statements of operations. The following tables provide a summary of our total costs associated with the 2017 Restructuring Plan, included in the restructuring line item within our consolidated statements of operations, for the years ended December 31, 2018, 2017 and 2016, respectively, by major type of cost: Type of Cost Restructuring charges: (1) Severance and termination benefits Office space consolidation (2) Implementation and impairment (3) Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Total Amount Incurred to Date $ — 4,657 — $4,657 $16,206 4,979 16,590 $37,775 $— — — $— $16,206 9,636 16,990 $42,832 (1) All restructuring charges are included within Corporate and Other. (2) During the year ended December 31, 2017, we recorded a non-cash charge for a write-off of property, plant, and equipment of approximately $0.7 million and $4.2 million of accruals related to vacating certain office space in two of our locations. (3) During the year ended December 31, 2017, we recorded a non-cash impairment charge of approximately $9.1 million related to a certain long-lived asset included within property, plant, and equipment. 88 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) Our restructuring liabilities are primarily comprised of accruals for severance and termination benefits and office space consolidation. The following is a rollforward of our liabilities associated with the 2017 Restructuring Plan: Restructuring accruals at December 31, 2017 $4,306 3,663 $7,969 Restructuring accruals at December 31, 2016 $— — — $— 2018 Charges Cash payments $ — 4,657 $4,657 $(3,936) (1,947) $(5,883) 2017 Charges Cash payments $16,206 4,256 7,472 $27,934 $(11,900) (593) (7,472) $(19,965) Restructuring accruals at December 31, 2018 $ 370 6,373 $6,743 Restructuring accruals at December 31, 2017 $4,306 3,663 — $7,969 Severance and termination benefits Office space consolidation Severance and termination benefits Office space consolidation Implementation Severance and Other Charges 2018 Exclusive of the 2017 Restructuring Plan, during the year ended December 31, 2018, $5.7 million of severance payments were made to employees whose employment ended in 2018 and prior years and $1.0 million of net payments were made for office space no longer utilized by the Company as a result of prior savings initiatives. Further, we recorded an expense in the amount of $6.8 million to reflect costs for severance, which we expect to be paid over the next twelve months. 2017 Exclusive of the 2017 Restructuring Plan, during the year ended December 31, 2017, $6.4 million of severance payments were made to employees whose employment ended in 2017 and prior years and $3.1 million of net payments were made for office space no longer utilized by the Company as a result of prior savings initiatives. Further, we recorded an expense in the amount of $0.4 million to reflect costs for severance, which have been fully paid, along with a favorable $0.2 million adjustment for office space no longer occupied. 2016 During the year ended December 31, 2016, $7.4 million of severance payments were made to employees whose employment ended in 2016 and prior years and $3.9 million of net payments for office space no longer utilized by the Company. Further, we recorded an expense in the amount of $12.4 million to reflect additional costs for severance, which have been fully paid, along with a $3.3 million accrual for vacated space. 89 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) A summary of the significant components of the severance/restructuring and other charges, which are not allocated to our segments and included in Corporate and Other, is as follows: Severance costs Other accruals Severance costs Other accruals Severance costs Other accruals Severance/ other accruals at December 31, 2017 $ 341 1,299 $1,640 2018 Severance/ other expense $6,821 — $6,821 Cash payments $(5,742) (1,029) $(6,771) Severance/ other accruals at December 31, 2018 $1,420 270 $1,690 2017 Severance/ other accruals at December 31, 2016 Severance/ other expense Cash payments Severance/ other accruals at December 31, 2017 $ 6,417 4,604 $11,021 $ $ 353 (176) $ (6,429) (3,129) 177 $ (9,558) $ 341 1,299 $ 1,640 2016 Severance/ other accruals at December 31, 2015 $ 1,455 5,251 $ 6,706 Severance/ other expense $12,350 3,300 Cash payments $ (7,388) (3,947) $15,650 $(11,335) Severance/ other accruals at December 31, 2016 $ 6,417 4,604 $11,021 The current portion of the severance and other charges was $6.0 million and $6.9 million (inclusive of the 2017 Restructuring Plan) as of December 31, 2018 and 2017, respectively. 8. Income Taxes Effects of the Tax Cuts and Jobs Act New tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “2017 Tax Act”), was enacted on December 22, 2017. Accounting for income taxes requires companies to recognize the effect of tax law changes in the period of enactment even though the effective date for most provisions of the 2017 Tax Act is for tax years beginning after December 31, 2017. Given the significance of the legislation, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which allows registrants to record provisional amounts during a one year “measurement period” similar to that used when accounting for business combinations. However, the measurement period is deemed to have ended earlier when the registrant has obtained, prepared and analyzed the information necessary to finalize its accounting. During the measurement period, impacts of the law are expected to be recorded at the time a reasonable estimate for all or a portion of the effects can be made, and provisional amounts can be recognized and adjusted as information becomes available, prepared or analyzed. 90 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) SAB 118 summarizes a three-step process to be applied at each reporting period to account for and qualitatively disclose: (1) the effects of the change in tax law for which accounting is complete; (2) provisional amounts (or adjustments to provisional amounts) for the effects of the tax law where accounting is not complete, but that a reasonable estimate has been determined; and (3) a reasonable estimate cannot yet be made and therefore taxes are reflected in accordance with law prior to the enactment of the Tax Cuts and Jobs Act. We recorded provisional estimates and have subsequently finalized our accounting analysis based on guidance, interpretations and information available at December 31, 2018. Adjustments made in the fourth quarter of 2018 upon finalization of our accounting analysis were not material to our financial statements. Other significant provisions of the Act that were effective for 2018 include: an exemption from U.S. tax on dividends of future foreign earnings, limitations on the current deductibility of net interest expense in excess of 30% of adjustable taxable income, an incremental tax (base erosions anti-abuse tax, or “BEAT”) on excessive amounts paid to foreign related parties, and a minimum tax on certain foreign earnings in excess of 10% of the foreign subsidiaries tangible assets (i.e., global intangible low-taxed income, or “GILTI”). Under FASB Staff Q&A, Topic 740 No. 5, we have elected to recognize the resulting tax on GILTI as a period expense in the period the tax is incurred. The substantial impact of the enactment of the 2017 Tax Act is reflected in the tables below. The components of loss before taxes by jurisdiction are as follows: U.S. Foreign Loss before taxes For the Year Ended December 31, 2018 For the Year Ended December 31, 2017 For the Year Ended December 31, 2016 $(134,884) 3,024 $(131,860) $(172,199) 443 $(171,756) $(360,689) 2,988 $(357,701) Total income taxes by jurisdiction are as follows: Income tax expense (benefit) U.S. Foreign For the Year Ended December 31, 2018 For the Year Ended December 31, 2017 For the Year Ended December 31, 2016 $3,701 1,896 $5,597 $(51,106) (313) $(51,419) $(52,741) 1,185 $(51,556) 91 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) Significant components of the (benefit) expense for income taxes attributable to loss from continuing operations consist of the following: For the Year Ended December 31, 2018 For the Year Ended December 31, 2017 For the Year Ended December 31, 2016 Current Foreign U.S.—Federal U.S.—State and other Total current Deferred Foreign U.S.—Federal U.S.—State and other Total deferred $ 1,562 (63) (1,042) 457 334 2,329 2,477 5,140 $ (259) 0 (1,914) (2,173) (54) (54,666) 5,474 (49,246) $ 437 92 1,496 2,025 748 (49,772) (4,557) (53,581) Income tax (benefit) expense $ 5,597 $(51,419) $(51,556) The reconciliation of the income tax rate computed at the statutory tax rate to the reported income tax expense (benefit) attributable to continuing operations is as follows: Statutory rate Permanent items Release of uncertain tax positions Foreign rate differential State and local taxes State and local net operating loss re-establishment Increase in valuation allowance Change in valuation allowance due to 2017 Tax Act Impact of federal rate change on deferred tax assets and liabilities due to 2017 Tax Act Tax credits Adoption of 2016 Accounting Standard related to accounting changes for certain aspects of share-based payments to employees (1) Effective tax rate For the Year Ended December 31,2018 For the Year Ended December 31, 2017 For the Year Ended December 31, 2016 21.0% (2.6) — (0.1) 6.8 — (26.6) — — (2.7) 35.0% (3.5) (0.2) (0.2) 17.1 — (68.5) (43.9) 85.7 1.2 35.0% (0.8) 0.3 0.2 5.9 3.2 (30.2) — — 0.8 — (4.2)% 7.2 29.9% — 14.4% 92 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) The significant components of the net deferred tax assets and liabilities are shown in the following table: Tax assets related to Net operating loss and other carryforwards Returns reserve/inventory expense Pension benefits Postretirement benefits Deferred interest (2) Deferred revenue Stock-based compensation Deferred compensation Research and Development Other, net Valuation allowance Tax liabilities related to Indefinite-lived intangible assets Definite-lived intangible assets Depreciation and amortization expense Other, net Net deferred tax liabilities 2018 2017 $ 228,364 39,113 8,294 4,338 261,647 118,450 5,415 5,830 6,038 9,064 (562,392) $ 124,161 $ 229,595 40,687 6,977 6,285 280,246 122,192 3,992 5,872 335 8,540 (571,653) $ 133,068 2018 2017 (76,715) (30,882) (34,210) (6,170) (147,977) $ (23,816) (62,593) (45,644) (43,426) (81) (151,744) $ (18,676) (1) In March 2016, the FASB issued guidance that changes the accounting for certain aspects of shared-based payments to employees. The guidance requires the recognition of the income tax effects of awards in the income statement when the awards vest or are settled, thus eliminating additional paid-in capital pools. The guidance became effective January 1, 2017 which resulted in the recognition of $12.3 million of previously unrecorded additional paid-in capital net operating losses at that time. The additional net operating losses were offset by an increase in the valuation allowance, accordingly no net income tax benefit was recognized as a result of the adoption. (2) The deferred interest tax asset represents disallowed interest deductions under IRC Section 163(j) (Limitation on Deduction for interest on Certain Indebtedness) for the current and prior years. At December 31, 2018 and 2017, we had gross deferred interest deductions totaling $975.2 million and $1,042.1 million, respectively. The disallowed interest is able to be carried forward indefinitely and utilized in future years pursuant to IRC Section 163(j). A full valuation allowance has been provided against deferred tax assets, excluding $3.3 million of foreign deferred tax assets which are expected to be realized, net of deferred tax liabilities resulting from indefinite-lived intangibles. The net deferred tax liability balance is stated at prevailing statutory income tax rates. Deferred tax assets and liabilities are reflected on our consolidated balance sheets as follows: Non-current deferred tax assets Non-current deferred tax liabilities 2018 $ 3,259 (27,075) 2017 $ 3,593 (22,269) $(23,816) $(18,676) 93 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) A reconciliation of the gross amount of unrecognized tax benefits, excluding accrued interest and penalties, is as follows: Balance at December 31, 2015 Reductions based on tax positions related to the prior year Additions based on tax positions related to the current year Balance at December 31, 2016 Reductions based on tax positions related to the prior year Additions based on tax positions related to the current year Balance at December 31, 2017 Reductions based on tax positions related to the prior year Additions based on tax positions related to the prior year Balance at December 31, 2018 $16,311 (855) 52 15,508 172 15,680 — — $15,680 For the year ended December 31, 2017, the Company recorded $0.2 million of uncertain tax benefits due to its uncertainty around net operating losses that were generated in tax years ended December 31, 2014 and 2015. For the year ended December 31, 2016, the Company recognized $0.9 million of uncertain tax benefits (excluding interest and penalties) due to the expiration of the statute of limitations. We are currently open for audit under the statute of limitation for Federal, state and foreign jurisdictions for years 2012 to 2017. However, carryforward attributes from prior years may still be adjusted upon examination by tax authorities if they are used in a future period. We report penalties and tax-related interest expense on unrecognized tax benefits as a component of the provision for income taxes in the accompanying consolidated statement of operations. At December 31, 2018 and 2017, accrued interest and penalties in the accompanying consolidated balance sheet and interest and penalties included in the provision for income taxes for the years ended December 31, 2018, 2017 and 2016 were immaterial. As of December 31, 2018, we have approximately $611.3 million of Federal tax loss carryforwards, which will expire between 2034 and 2037. The Company has approximately $1,234.3 million of state tax loss carryforward, which will expire between 2019 and 2038. In addition, we have foreign tax credit carryforwards of $8.4 million and research and development credit carryforwards of $4.2 million, which will expire between 2032 and 2036. The Company’s Irish net operating losses of $23.6 million are not subject to expiration. The Canadian losses ($1.8 million federal and $0.8 million provincial) will expire between 2033 and 2037. The Puerto Rico alternative minimum tax credit carryforwards of $2.7 million are not subject to expiration. Under Section 382 of the Internal Revenue Code of 1986, as amended, substantial changes in the Company’s ownership may limit the amount of net operating loss carryforwards that could be utilized annually in the future to offset taxable income. Specifically, this limitation may arise in the event of a cumulative change in ownership of the Company of more than 50% within a three-year period. Any such annual limitation may significantly reduce the utilization of net operating loss carryforwards before they expire. The Company performed an analysis through December 31, 2016, and determined any potential ownership change under Section 382 during the year would not have a material impact on the future utilization of U.S. net operating losses and tax credits. However, future transactions in the Company’s common stock could trigger an ownership change for purposes of Section 382, which could limit the amount of net operating loss carryforwards and other attributes that could be utilized annually in the future to offset taxable income, if any. Any such limitation, whether as the result of sales of common stock by our existing 94 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) stockholders or sales of common stock by the Company, could have a material adverse effect on results of operations in future years. U.S. income taxes on the undistributed earnings of the Company’s non-U.S. subsidiaries have not been provided for as the Company currently plans to indefinitely reinvest these amounts and has the ability to do so. There are no cumulative undistributed and untaxed foreign earnings at December 31, 2018 and 2017. Based on our assessment of historical pre-tax losses and the fact that we did not anticipate sufficient future taxable income in the near term to assure utilization of certain deferred tax assets, the Company recorded a valuation allowance at December 31, 2018 and 2017 of $562.4 million and $571.7 million, respectively. We have decreased our valuation allowance by $9.3 million in 2018 with $35.1 million as a component of continuing operations and $0.5 million as a component of other comprehensive income. 9. Retirement and Postretirement Benefit Plans Retirement Plan We have a noncontributory, qualified defined benefit pension plan (the “Retirement Plan”), which covers certain employees. The Retirement Plan is a cash balance plan, which accrues benefits based on pay, length of service, and interest. The funding policy is to contribute amounts subject to minimum funding standards set forth by the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code. The Retirement Plan’s assets consist principally of common stocks, fixed income securities, investments in registered investment companies, and cash and cash equivalents. We also have a nonqualified defined benefit plan, or nonqualified plan, that previously covered employees who earned over the qualified pay limit as determined by the Internal Revenue Service. The nonqualified plan accrues benefits for the participants based on the cash balance plan calculation. The nonqualified plan is not funded. We use a December 31 date to measure the pension and postretirement liabilities. In 2007, both the qualified and nonqualified pension plans eliminated participation in the plans for new employees hired after October 31, 2007. We recognize the funded status of defined benefit pension and other postretirement plans as an asset or liability in the balance sheet and are required to recognize actuarial gains and losses and prior service costs and credits in other comprehensive income and subsequently amortize those items in the statement of operations. 95 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) The following table summarizes the Accumulated Benefit Obligations (“ABO”), the change in Projected Benefit Obligation (“PBO”), and the funded status of our plans as of and for the financial statement period ended December 31, 2018 and 2017: ABO at end of period Change in PBO PBO at beginning of period Interest cost on PBO Actuarial (gain) loss Benefits paid PBO at end of period Change in plan assets Fair market value at beginning of period Actual return Company contribution Benefits paid Fair market value at end of period Unfunded status 2018 2017 $162,096 $176,444 $176,444 5,300 (9,061) (10,587) $177,300 5,528 6,206 (12,590) $162,096 $176,444 $152,311 (9,052) 104 (10,587) $148,344 16,477 80 (12,590) $132,776 $152,311 $ (29,320) $ (24,133) Amounts recognized in the consolidated balance sheets at December 31, 2018 and 2017 consist of: Noncurrent liabilities 2018 2017 $(29,320) $(24,133) Additional year-end information for pension plans with ABO in excess of plan assets at December 31, 2018 and 2017 consist of: PBO ABO Fair value of plan assets 2018 2017 $162,096 162,096 132,776 $176,444 176,444 152,311 Weighted average assumptions used to determine the benefit obligations (both PBO and ABO) at December 31, 2018 and 2017 are: Discount rate Increase in future compensation 2018 2017 4.2% 3.6% N/A N/A 96 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) Net periodic pension (income) cost includes the following components: For the Year Ended December 31, 2018 For the Year Ended December 31, 2017 For the Year Ended December 31, 2016 Interest cost on projected benefit obligation Expected return on plan assets Amortization of net loss $ 5,300 (7,985) 1,420 $ 5,528 (9,263) 804 $ 5,224 (9,150) 50 Net pension (income) expense recognized for the period $(1,265) $(2,931) $(3,876) Significant actuarial assumptions used to determine net periodic pension cost at December 31, 2018, 2017 and 2016 are: 2018 2017 2016 Discount rate Increase in future compensation Expected long-term rate of return on assets 3.6% 4.0% 4.3% N/A 5.5% 6.3% 6.3% N/A N/A Assumptions on Expected Long-Term Rate of Return as Investment Strategies We employ a building block approach in determining the long-term rate of return for plan assets. Historical markets are studied and long-term relationships between equities and fixed income are preserved congruent with the widely accepted capital market principle that assets with higher volatility generate a greater return over the long run. Current market factors such as inflation and interest rates are evaluated before long-term capital market assumptions are determined. The long-term portfolio return is established via a building block approach and proper consideration of diversification and rebalancing. Peer data and historical returns are reviewed for reasonability and appropriateness. We regularly review the actual asset allocation and periodically rebalances investments to a targeted allocation when appropriate. The current targeted asset allocation is 34% with equity managers, 56% with fixed income managers, 6% with real-estate investment trust managers and 4% with hedge fund managers. For 2019, we will use a 5.50% long-term rate of return for the Retirement Plan. We will continue to evaluate the expected rate of return assumption, at least annually, and will adjust as necessary. Plan Assets Plan assets for the U.S. tax qualified plans consist of a diversified portfolio of fixed income securities, equity securities, real estate, and cash equivalents. Plan assets do not include any of our securities. The U.S. pension plan assets are invested in a variety of funds within a Collective Trust (“Trust”). The Trust is a group trust designed to permit qualified trusts to comingle their assets for investment purposes on a tax- exempt basis. Investment Policy and Investment Targets The tax qualified plans consist of the U.S. pension plan and the U.K. pension scheme (prior to May 28, 2014). We fund amounts for our qualified pension plans at least sufficient to meet minimum requirements of local benefit and tax laws. The investment objectives of our pension plan asset investments is to provide 97 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) long-term total growth and return, which includes capital appreciation and current income. The nonqualified noncontributory defined benefit pension plan is generally not funded. Assets were invested among several asset classes. The percentage of assets invested in each asset class at December 31, 2018 and 2017 is shown below. Asset Class Equity Fixed income Real estate investment trust Other 2018 Percentage in Each Asset Class 2017 Percentage in Each Asset Class 30.2% 57.6 7.1 5.1 32.9% 55.3 6.5 5.3 100.0% 100.0% Fair Value Measurements The fair value of our pension plan assets by asset category at December 31 were as follows: Cash and cash equivalents Equity securities U.S. equity Non-US equity Emerging markets equity Fixed income Government bonds Corporate bonds Mortgage-backed securities Asset-backed securities Commercial mortgage-backed securities International fixed income Alternatives Real estate Hedge funds December 31, 2018 Not subject to leveling (1) $ 85 $ 85 23,909 11,497 4,666 19,903 40,524 7,248 2,773 1,900 4,161 9,448 6,662 23,909 11,497 4,666 19,903 40,524 7,248 2,773 1,900 4,161 9,448 6,662 $132,776 $132,776 98 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) Cash and cash equivalents Equity securities U.S. equity Non-US equity Emerging markets equity Fixed income Government bonds Corporate bonds Mortgage-backed securities Asset-backed securities Commercial mortgage-backed securities International fixed income Alternatives Real estate Hedge funds December 31, 2017 Not subject to leveling (1) $ 835 $ 835 29,749 14,306 6,004 24,203 42,909 8,621 1,782 2,070 4,738 29,749 14,306 6,004 24,203 42,909 8,621 1,782 2,070 4,738 9,848 7,246 $152,311 9,848 7,246 $152,311 (1) Investments that are valued using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. We recognize that risk and volatility are present to some degree with all types of investments. However, high levels of risk are minimized through diversification by asset class, and by style of each fund. Estimated Future Benefit Payments The following benefit payments are expected to be paid. Fiscal Year Ended 2019 2020 2021 2022 2023 2024–2028 Pension $12,892 12,783 14,612 13,186 13,149 64,237 Expected Contributions We do not expect to contribute in 2019, however, the actual funding decision will be made after the 2018 valuation is completed. Postretirement Benefit Plan We also provide postretirement medical benefits to retired full-time, nonunion employees hired before April 1, 1992, who have provided a minimum of five years of service and attained age 55. 99 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) The following table summarizes the Accumulated Postretirement Benefit Obligation (“APBO”), the changes in plan assets, and the funded status of our plan as of and for the financial statement periods ended December 31, 2018 and 2017. Change in APBO APBO at beginning of period Service cost (benefits earned during the period) Interest cost on APBO Employee contributions Plan amendments Actuarial (gain) Benefits paid APBO at end of period Change in plan assets Fair market value at beginning of period Company contributions Employee contributions Benefits paid Fair market value at end of period Unfunded status 2018 2017 $ 21,903 128 672 139 — (5,184) (1,846) $ 24,012 134 771 89 — (1,248) (1,855) $ 15,812 $ 21,903 $ — $ — 1,707 139 (1,846) 1,766 89 (1,855) $ — $ — $(15,812) $(21,903) Amounts for postretirement benefits accrued in the consolidated balance sheets at December 31, 2018 and 2017 consist of: Current liabilities Noncurrent liabilities Net amount recognized 2018 2017 $ (1,512) (14,300) $ (1,618) (20,285) $(15,812) $(21,903) Amounts not yet reflected in net periodic benefit cost and recognized in accumulated other comprehensive income at December 31, 2018 and 2017 consist of: Net gain (loss) Prior service (cost) credit Accumulated other comprehensive income (loss) 2018 2017 $3,856 (467) $(1,328) 222 $3,389 $(1,106) Weighted average actuarial assumptions used to determine APBO at year-end December 31, 2018 and 2017 are: Discount rate Health care cost trend rate assumed for next year Rate to which the cost trend rate is assumed to decline (ultimate trend rate) Year that the rate reaches the ultimate trend rate 100 2018 2017 4.2% 3.6% 6.1% 6.3% 4.5% 4.5% 2038 2038 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) Net periodic postretirement benefit cost (income) included the following components: Service cost Interest cost on APBO Amortization of unrecognized prior service cost Amortization of net loss 2018 2017 2016 $ 128 672 (690) — $ 134 771 (1,339) 13 $ 163 876 (1,339) 86 Net periodic postretirement benefit expense (income) $ 110 $ (421) $ (214) Significant actuarial assumptions used to determine postretirement benefit cost at December 31, 2018, 2017 and 2016 are: Discount rate Health care cost trend rate assumed for next year Rate to which the cost trend rate is assumed to decline (ultimate trend rate) Year that the rate reaches the ultimate trend rate 2018 2017 2016 3.6% 4.1% 4.4% 6.3% 6.6% 6.9% 4.5% 4.5% 4.5% 2038 2038 2038 Assumed health care trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage-point change in assumed health care cost trend rates would have the following effects on the expense recorded in 2017 and 2016 for the postretirement medical plan: One-percentage-point increase Effect on total of service and interest cost components Effect on postretirement benefit obligation $ 4 238 $ 7 117 One-percentage-point decrease Effect on total of service and interest cost components Effect on postretirement benefit obligation (4) (208) (6) (104) 2018 2017 The following table presents the change in other comprehensive income for the year ended December 31, 2018 related to our pension and postretirement obligations. Pension Plans Postretirement Benefit Plan Total Sources of change in accumulated other comprehensive loss Net (gain) loss arising during the period Amortization of prior service credit Amortization of net (gain) loss $ 7,970 — (1,420) $(5,184) 690 — $ 2,786 690 (1,420) Total accumulated other comprehensive income recognized during the period $ 6,550 $(4,494) $ 2,056 101 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) Estimated amounts that will be amortized from accumulated other comprehensive income (loss) over the next fiscal year. Prior service credit (cost) Net gain (loss) Pension Plans Postretirement Benefit Plan $ — (1,028) $(1,028) $ (42) 164 $122 Amounts not yet reflected in net periodic benefit cost for pension plans and postretirement plan and recognized in accumulated other comprehensive income at December 31, 2018 and 2017 consist of: Net actuarial gain (loss) Accumulated other comprehensive loss 2018 2017 $(36,779) $(34,691) $(36,779) $(34,691) Estimated Future Benefit Payments The following benefit payments, which reflect expected future service, are expected to be paid: Fiscal Year Ended 2019 2020 2021 2022 2023 2024-2028 Postretirement Benefit Plan $1,512 1,459 1,409 1,355 1,308 5,778 Expected Contribution We expect to contribute approximately $1.5 million in 2019. Defined Contribution Retirement Plan We maintain a defined contribution retirement plan, the Houghton Mifflin 401(k) Savings Plan, which conforms to Section 401(k) of the Internal Revenue Code and covers substantially all of our eligible employees. Participants may elect to contribute up to 50.0% of their compensation subject to an annual limit. We provide a matching contribution in amounts up to 3.0% of employee contributions. The 401(k) contribution expense amounted to $7.6 million, $8.0 million and $7.7 million for the years ended December 31, 2018, 2017 and 2016, respectively. We did not make any additional discretionary contributions in 2018, 2017 and 2016. 10. Stock-Based Compensation Total compensation expense related to grants of stock options, restricted stock, restricted stock units, and purchases under the employee stock purchase plan recorded in the years ended December 31, 2018, 2017 and 2016 was approximately $13.3 million, $10.7 million and $10.5 million, respectively, and is included in selling and administrative expense. 102 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) 2015 Omnibus Incentive Plan Our Board of Directors adopted the 2015 Omnibus Incentive Plan (“Plan”) in February 2015, which became effective on May 19, 2015 following stockholder approval. The Plan provides to grant up to an aggregate of 4,000,000 shares of our common stock plus 2,615,476 shares of our common stock that were reserved for issuance under the 2012 Management Incentive Plan (“2012 MIP”) as of May 19, 2015 but were not issuable pursuant to any outstanding awards. There were 10,604,071 additional shares underlying outstanding awards under the 2012 MIP as of May 19, 2015 that could have otherwise become available again for grants under the 2012 MIP in the future (by potential forfeiture, withholding or otherwise) which will instead become reserved for issuance under the Plan in the event such shares become available for future grants. Our Compensation Committee may grant awards of nonqualified stock options, incentive (qualified) stock options or cash, stock appreciation rights, restricted stock awards, restricted stock units, performance compensation awards, other stock-based awards or any combination of the foregoing. Certain employees, directors, officers, consultants or advisors who have been selected by the Compensation Committee and who enter into an award agreement with respect to an award granted to them under the Plan are eligible for awards under the 2015 Omnibus Incentive Plan. The stock option awards will be granted at a strike price equal to or greater than the fair value per share of common stock as of the date of grant. The stock related to award forfeitures and stock withheld to cover tax withholding requirements upon vesting of restricted stock units remains outstanding and may be reallocated to new recipients. The purpose of the Plan is to help us attract and retain key personnel by providing them the opportunity to acquire an equity interest in our Company. As of May 19, 2015, there were 6,615,476 shares authorized and available for issuance under the Plan plus any amount that could have otherwise become available again for grants under the 2012 MIP in the future by forfeiture, withholding or otherwise. As of December 31, 2018, there were 5,822,632 shares authorized and available for future issuance under the Plan. The vesting terms for equity awards generally range from 1 to 4 years over equal annual installments and generally expire seven years after the date of grant. Stock Options The following table summarizes option activity for certain employees in our stock options: Balance at December 31, 2017 Granted Exercised Forfeited Balance at December 31, 2018 Number of Shares 3,760,098 137,363 — (409,249) 3,488,212 Weighted Average Exercise Price $13.43 5.25 — 14.50 $12.98 Vested and expected to vest at December 31, 2018 3,376,551 $13.02 Exercisable at December 31, 2018 2,135,401 $13.63 As of December 31, 2018, the range of exercise prices is $5.25 to $22.80 with a weighted average remaining contractual life of 3.5 years for options outstanding. The weighted average remaining contractual life for options vested and expected to vest and exercisable was 3.4 years and 2.2 years, respectively. The intrinsic 103 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) value of a stock option is the amount by which the current market value of the underlying stock exceeds the exercise price of the option as of the balance sheet date. The intrinsic value of options outstanding, and vested and expected to vest, was $0.5 million and zero at December 31, 2018 and 2017, respectively. The intrinsic value of options exercisable was zero at December 31, 2018 and 2017. We estimate the fair value of stock options using the Black-Scholes valuation model. Key input assumptions used to estimate the fair value of stock options include the exercise price of the award, the expected volatility of our stock over the option’s expected term, the risk-free interest rate over the option’s expected term, and our expected annual dividend yield. The fair value of each option granted was estimated on the grant date using the Black-Scholes valuation model with the following assumptions: For the Year Ended December 31, 2018 For the Year Ended December 31, 2017 For the Year Ended December 31, 2016 Expected term (years) (a) Expected dividend yield Expected volatility (b) Risk-free interest rate (c) 4.75 0.00% 35.30% 2.84% 4.75 0.00% 4.75 0.00% 25.22%-25.50% 23.86%-24.26% 1.20%-1.31% 1.94%-1.99% (a) The expected term is the number of years that we estimate that options will be outstanding prior to exercise. We have used the simplified method for estimating the expected term as we do not have sufficient stock option exercise experience to support a reasonable estimate of the expected term. The simplified method represents the best estimate of the expected term. (b) Historically, we have estimated volatility for options granted based on the historical volatility for a group of companies (including our own) believed to be a representative peer group, and were selected based on industry and market capitalization. During 2018, we have estimated volatility based on our historical volatility. (c) The risk-free interest rate is based on the U.S. Treasury yield for a period commensurate with the expected life of the option. We estimate forfeitures at the time of grant and periodically revise those estimates in subsequent periods if actual forfeitures differ from those estimates. Stock-based compensation expense is recorded only for those awards expected to vest using estimated forfeiture rates based on historical forfeiture data. As of December 31, 2018, there remained approximately $3.0 million of unearned compensation expense related to unvested stock options to be recognized over a weighted average term of 2.5 years. The weighted average grant date fair value was $1.82, $2.85 and $4.25 for options granted in 2018, 2017 and 2016, respectively. 104 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) Restricted Stock and Restricted Stock Units The following table summarizes restricted stock activity for grants to certain employees and independent members of the board of directors in our restricted stock and restricted stock units: Balance at December 31, 2017 Granted Vested Forfeited Balance at December 31, 2018 Restricted Stock Restricted Stock Units Numbers of Units 273,655 — (9,619) (264,036) — Weighted Average Grant Date Fair Value $20.10 — 20.10 20.10 $ — Numbers of Units 1,808,957 2,365,322 (498,806) (305,697) 3,369,776 Weighted Average Grant Date Fair Value $13.37 6.83 13.47 9.03 $ 9.16 During 2018 and 2017, we granted market-based restricted stock units to certain members of our senior management team. The number of shares ultimately issued to the recipient is based on the total shareholder return (TSR) of our common stock as compared to the TSR of the common stock of a peer group comprised of each member of the Russell 2000 Small Cap Market Index over a three-year performance measurement period. In addition, award recipients must remain employed by us throughout the three-year performance measurement period to attain the full amount of the market-based units that satisfy the market performance criteria. We determined the fair value of the 2018 and 2017 market-based restricted stock units to be approximately $3.0 million and $2.7 million, respectively. We determined the fair value based on a Monte Carlo simulation as of the date of grant, utilizing the following assumptions: the stock price on the date of grant of $7.00 and $5.25 for 2018, and $11.05 and $12.95 for 2017, a three-year performance measurement period, and a risk-free rate of 2.39% and 1.45% for 2018 and 2017, respectively. We recognize the expense on these awards on a straight-line basis over the three-year performance measurement period. As of December 31, 2018, there remained approximately $14.5 million of unearned compensation expense related to unvested restricted stock units to be recognized over a weighted average term of 1.7 years. The restricted stock units include a combination of time-based and performance-based vesting. Employee Stock Purchase Plan Our Board of Directors adopted an Employee Stock Purchase Plan (“ESPP”) in February 2015, which became effective on May 19, 2015 following stockholder approval. The ESPP provides for up to an aggregate of 1.3 million shares of our common stock may be made available for sale under the plan to eligible employees. At the beginning of each six-month offering period under the ESPP each participant is deemed to have been granted an option to purchase shares of our common stock equal to the amount of their payroll deductions during the period, but in any event not more than five percent of the employee’s eligible compensation, subject to certain limitations. Such options may be exercised only to the extent of accumulated payroll deductions at the end of the offering period, at a purchase price per share equal to 85% of the fair market value of our common stock at the beginning or end of each offering period, whichever is less. As of December 31, 2018, there were approximately 0.8 million shares available for future issuance under the ESPP. 105 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) Information related to shares issued or to be issued in connection with the ESPP based on employee contributions and the range of purchase prices is as follows: Shares issued or to be issued Range of purchase prices December 31, 2018 December 31, 2017 167,991 6.50 $ 165,145 $7.91—$9.22 We record stock-based compensation expense related to the discount provided to participants. Also, we use the Black-Scholes option-pricing model to calculate the grant-date fair value of shares issued under the employee stock purchase plan. We recognize expense related to shares purchased through the employee stock purchase plan ratably over the offering period. We recognized $0.3 million and $0.5 million in expense associated with our ESPP for the years ended December 31, 2018 and 2017, respectively. Warrants Following our emergence from Chapter 11 on June 22, 2012 and in accordance with the plan of reorganization, after giving effect of the 2-for-1 stock split, there were 7,368,422 shares of common stock reserved for issuance upon exercise of warrants under the 2012 MIP. Each existing common stockholder prior to bankruptcy received its pro rata share of warrants to purchase 5% of the common stock of the Company, subject to dilution for equity awards issued in connection with the 2012 MIP. The warrants have a term of seven years. As of December 31, 2018, there were warrants outstanding for the purchase of 7,297,909 shares of common stock at a strike price of $21.14. 11. Fair Value Measurements The accounting standard for fair value measurements, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. The accounting standard establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: Level 1 Observable input such as quoted prices in active markets for identical assets or liabilities; Level 2 Observable inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3 Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Assets and liabilities measured at fair value are based on one or more of three valuation techniques identified in the tables below. Where more than one technique is noted, individual assets or liabilities were valued using one or more of the noted techniques. The valuation techniques are as follows: (a) Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities; (b) Cost approach: Amount that would be currently required to replace the service capacity of an asset (current replacement cost); and (c) Income approach: Valuation techniques to convert future amounts to a single present amount based on market expectations (including present value techniques). 106 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) On a recurring basis, we measure certain financial assets and liabilities at fair value, including our money market funds, short-term investments which consist of U.S. treasury securities and U.S. agency securities, foreign exchange forward contracts, and interest rate derivatives contracts. The accounting standard for fair value measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterparty and its credit risk in its assessment of fair value. Financial Assets and Liabilities The following tables present our financial assets and liabilities measured at fair value on a recurring basis at December 31, 2018 and 2017: Financial assets Money market funds U.S. treasury securities U.S. agency securities Interest rate derivatives Financial liabilities Foreign exchange derivatives Financial assets Money market funds . . . . . . . . . . . . . . . . . U.S. treasury securities . . . . . . . . . . . . . . . U.S. agency securities . . . . . . . . . . . . . . . . Foreign exchange derivatives . . . . . . . . . . Financial liabilities Interest rate derivatives . . . . . . . . . . . . . . . Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Valuation Technique 2018 $228,587 24,939 24,894 2,382 $280,802 $228,587 24,939 — — $253,526 $ $ 534 534 $ — $ — 2017 $115,464 16,065 70,384 351 $202,264 $115,464 16,065 — — $131,529 $ $ 1,159 1,159 $ — $ — $ — — 24,894 2,382 $27,276 $ $ 534 534 (a) (a) (a) (a) (a) $ — — 70,384 351 $70,735 $ 1,159 $ 1,159 (a) (a) (a) (a) (a) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Valuation Technique Our money market funds and U.S. treasury securities are classified within Level 1 of the fair value hierarchy because they are valued using quoted prices in active markets for identical instruments. Our U.S. agency 107 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) securities are classified within Level 2 of the fair value hierarchy because they are valued using other than quoted prices in active markets. In addition to $228.6 million and $115.5 million invested in money market funds as of December 31, 2018 and 2017, respectively, we had $24.8 million and $33.5 million of cash invested in bank accounts as of December 31, 2018 and 2017, respectively. Our foreign exchange derivatives consist of forward contracts and are classified within Level 2 of the fair value hierarchy because they are valued based on observable inputs and are available for substantially the full term of our derivative instruments. We use foreign exchange forward contracts to fix the functional currency value of forecasted commitments, payments and receipts. The aggregate notional amount of the outstanding foreign exchange forward contracts was $15.7 million and $15.8 million at December 31, 2018 and 2017, respectively. Our foreign exchange forward contracts contain netting provisions to mitigate credit risk in the event of counterparty default, including payment default and cross default. At December 31, 2018 and 2017, the fair value of our counterparty default exposure was less than $1.0 million and spread across several highly rated counterparties. Our interest rate derivatives are classified within Level 2 of the fair value hierarchy because they are valued based on observable inputs and are available for substantially the full term of our derivative instruments. Our interest rate risk relates primarily to U.S. dollar borrowings, partially offset by U.S. dollar cash investments. We have historically used interest rate derivative instruments to manage our earnings and cash flow exposure to changes in interest rates by converting floating-rate debt into fixed-rate debt. The aggregate notional amount of the outstanding interest rate derivative instruments was $400.0 million as of December 31, 2018. We designate these derivative instruments either as fair value or cash flow hedges under the accounting guidance related to derivatives and hedging. We record changes in the value of fair value hedges in interest expense, which is generally offset by changes in the fair value of the hedged debt obligation. Interest payments made or received related to our interest rate derivative instruments are included in interest expense. We record the effective portion of any change in the fair value of derivative instruments designated as cash flow hedges as unrealized gains or losses in other comprehensive income (loss), net of tax, until the hedged cash flow occurs, at which point the effective portion of any gain or loss is reclassified to earnings. In the event the hedged cash flow does not occur, or it becomes no longer probable that it will occur, we reclassify the amount of any gain or loss on the related cash flow hedge to interest expense at that time. We believe we do not have significant concentrations of credit risk arising from our interest rate derivative instruments, whether from an individual counterparty or a related group of counterparties. We manage the concentration of counterparty credit risk on our interest rate derivatives instruments by limiting acceptable counterparties to a diversified group of major financial institutions with investment grade credit ratings, limiting the amount of credit exposure to each counterparty, and actively monitoring their credit ratings and outstanding fair values on an ongoing basis. Furthermore, none of our derivative transactions contain provisions that are dependent on our credit ratings from any credit rating agency. We also employ master netting arrangements that reduce our counterparty payment settlement risk on any given maturity date to the net amount of any receipts or payments due between us and the counterparty financial institution. Thus, the maximum loss due to counterparty credit risk is limited to the unrealized gains in such contracts net of any unrealized losses should any of these counterparties fail to perform as contracted. Although these protections do not eliminate concentrations of credit risk, as a result of the above considerations, we do not consider the risk of counterparty default to be significant. 108 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) Non-Financial Assets and Liabilities Our non-financial assets, which include goodwill, other intangible assets, property, plant, and equipment, and pre-publication costs, are not required to be measured at fair value on a recurring basis. However, if certain trigger events occur, or if an annual impairment test is required, we evaluate the non-financial assets for impairment. If an impairment did occur, the asset is required to be recorded at the estimated fair value. There were no non-financial liabilities that were required to be measured at fair value on a nonrecurring basis during 2018 and 2017. The following table presents our nonfinancial assets and liabilities measured at fair value on a nonrecurring basis during 2017: Nonfinancial assets Property, plant and equipment Pre-publication costs Significant Unobservable Inputs (Level 3) Total Impairment Valuation Technique $— — $— $ 9,119 3,980 $13,099 (c) (c) 2017 $— — $— The carrying amounts of software development costs, included within property, plant, and equipment, are periodically compared to net realizable value and impairment charges are recorded, as appropriate, when amounts expected to be realized are lower. During the year ended December 31, 2017 in connection with our 2017 Restructuring Plan, we recorded an impairment charge of approximately $9.1 million related to a certain long-lived asset included within property, plant, and equipment as the carrying amount of the asset is no longer recoverable based on projected cash flows, which was classified as Level 3 due to significant unobservable inputs. The impairment charge is included in the Restructuring line item in the consolidated statements of operations. There was no impairment of property, plant, and equipment for the year ended December 31, 2018. Pre-publication costs recorded on the balance sheet are periodically reviewed for impairment by comparing the unamortized capitalized costs of the assets to the fair value of those assets. For the year ended December 31, 2017, we recorded an impairment charge of $4.0 million as the products will no longer be sold in the marketplace. There was no impairment of pre-publication costs for the year ended December 31, 2018. In evaluating goodwill for impairment, we first compare our reporting unit’s fair value to its carrying value. We estimate the fair values of our reporting units by considering market multiple and recent transaction values of peer companies, where available, and projected discounted cash flows, if reasonably estimable. There was no impairment recorded for goodwill for the years ended December 31, 2018 and 2017. We perform an impairment test for our other intangible assets by comparing the assets fair value to its carrying value. Fair value is estimated based on recent market transactions, where available, and projected discounted cash flows, if reasonably estimable. There was no impairment of other intangible assets for the years ended December 31, 2018 and 2017. 109 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) Fair Value of Debt The following table presents the carrying amounts and estimated fair market values of our debt at December 31, 2018 and 2017. The fair value of debt is deemed to be the amount at which the instrument could be exchanged in an orderly transaction between market participants at the measurement date. Debt Term Loan December 31, 2018 December 31, 2017 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value $763,649 $691,102 $768,194 $710,579 The fair market values of our debt were estimated based on quoted market prices on a private exchange for those instruments that are traded and are classified as Level 2 within the fair value hierarchy at December 31, 2018 and 2017. The fair market values require varying degrees of management judgment. The factors used to estimate these values may not be valid on any subsequent date. Accordingly, the fair market values of the debt presented may not be indicative of their future values. 12. Commitments and Contingencies Lease Obligations We have operating leases for various real property, office facilities, and warehouse equipment that expire at various dates through 2023 and thereafter. Certain leases contain renewal and escalation clauses for a proportionate share of operating expenses. The future minimum rental commitments under all noncancelable leases (with initial or remaining lease terms in excess of one year) for real estate and equipment are payable as follows: 2019 2020 2021 2022 2023 Thereafter Total minimum lease payments Total future minimal rentals under subleases Operating Leases $ 32,694 26,889 26,118 24,549 27,469 171,203 $308,922 $ 10,607 For the years ended December 31, 2018, 2017 and 2016, rent expense, net of sublease income, was $41.9 million, $37.6 million and $28.8 million, respectively. For the years ended December 31, 2018, 2017 and 2016, the rent expense included $4.7 million, $4.1 million and $3.3 million charge, respectively, as additional real estate was vacated. Commitments and Contingencies We are involved in ordinary and routine litigation and matters incidental to our business, including claims alleging breach of contract and seeking royalty payments. Litigation alleging infringement of copyrights and other intellectual property rights is also common in the educational publishing industry. For example, there 110 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) have been various settled, pending and threatened litigation that allege we exceeded the print run limitation or other restrictions in licenses granted to us to reproduce photographs in our textbooks. During 2016, we settled all such pending or actively threatened litigations alleging infringement of copyrights, and made total settlement payments of $10.0 million, collectively. We received approximately $4.5 million of insurance recovery proceeds during the first quarter of 2017. While we may incur a loss associated with certain pending or threatened litigation, we are not able to estimate such amount, if any, but we do not expect any of these matters to have a material adverse effect on our results of operations, financial position or cash flows. We have insurance over such amounts and with coverage and deductibles as management believes is reasonable. There can be no assurance that our liability insurance will cover all events or that the limits of coverage will be sufficient to fully cover all liabilities. In connection with an agreement with a development content provider, we agreed to act as guarantor to that party’s loan to finance such development. Such guarantee is expected to remain until 2020. Under the guarantee, we believe the maximum future payments to approximate $14.0 million. In the unlikely event that we are required to make payments on behalf of the development content provider, we would have recourse against the development content provider. We were contingently liable for $4.4 million and $2.5 million of performance-related surety bonds for our operating activities as of December 31, 2018 and 2017, respectively. An aggregate of $24.3 million and $25.2 million of letters of credit existed each year at December 31, 2018 and 2017, of which $0.1 million backed the aforementioned performance-related surety bonds each year in 2018 and 2017. We routinely enter into standard indemnification provisions as part of license agreements involving use of our intellectual property. These provisions typically require us to indemnify and hold harmless licensees in connection with any infringement claim by a third party relating to the intellectual property covered by the license agreement. Although the term of these provisions and the maximum potential amounts of future payments we could be required to make is not limited, we have never incurred any costs to defend or settle claims related to these types of indemnification provisions. We therefore believe the estimated fair value of these provisions is inconsequential, and have no liabilities recorded for them as of December 31, 2018 and 2017. 13. Stockholders’ Equity Accumulated Other Comprehensive Loss Accumulated other comprehensive loss consisted of the following at December 31, 2018, 2017 and 2016: Net change in pension and benefit plan liabilities Foreign currency translation adjustments Unrealized loss on short-term investments Net change in unrealized loss on derivative instruments $(41,557) (5,909) (99) 2,381 $(39,501) (5,753) (108) (1,160) $(41,235) (5,862) (90) (6,108) 2018 2017 2016 $(45,184) $(46,522) $(53,295) Amounts reclassified from accumulated other comprehensive loss for the years ended December 31, 2018, 2017 and 2016 relating to the amortization of defined benefit pension and postretirement benefit plans totaled approximately $(0.9) million, $(0.7) million and $0.5 million, respectively, and affected the selling and administrative line item in the consolidated statement of operations. These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost. 111 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) Stock Repurchase Program Our Board of Directors previously authorized the repurchase of up to $1.0 billion in aggregate value of the Company’s common stock through December 31, 2018. As of December 31, 2018 when this repurchase authorization expired, there was approximately $482.0 million remaining under this authorization. There was no share repurchase activity for the years ended December 31, 2018 and 2017. The Company’s share repurchase activity during 2016 was as follows: Cost of repurchases Shares repurchased Average cost per share Year Ended December 31, 2016 $ $ 55,017 2,903,566 18.95 14. Related Party Transactions There were no related party transactions during 2018, 2017 and 2016. 15. Net Loss Per Share The following table sets forth the computation of basic and diluted earnings per share (“EPS”): For the Year Ended December 31, 2018 For the Year Ended December 31, 2017 For the Year Ended December 31, 2016 Numerator Loss from continuing operations $ (137,457) $ (120,337) $ (306,145) Earnings from discontinued operations, net of tax Gain on sale of discontinued operations, net of tax Income from discontinued operations, net of tax 12,833 30,469 17,150 21,587 — — 43,302 17,150 21,587 Net loss attributable to common stockholders $ (94,155) $ (103,187) $ (284,558) Denominator Weighted average shares outstanding Basic Diluted Net loss per share attributable to common stockholders Basic and diluted: Continuing operations Discontinued operations Net loss 123,444,943 123,444,943 122,949,064 122,949,064 122,418,474 122,418,474 $ $ (1.11) 0.35 (0.76) $ $ (0.98) 0.14 (0.84) $ $ (2.50) 0.18 (2.32) As we incurred a net loss in each of the periods presented above, all outstanding stock options and restricted stock units for those periods have an anti-dilutive effect and therefore are excluded from the computation of 112 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) diluted weighted average shares outstanding. Accordingly, basic and diluted weighted average shares outstanding are equal for such periods. The following table summarizes our weighted average outstanding common stock equivalents that were anti-dilutive attributable to common stockholders during the periods, and therefore excluded from the computation of diluted EPS: Stock options Restricted stock units 16. Segment Reporting For the Year Ended December 31, 2018 3,406,171 2,793,680 For the Year Ended December 31, 2017 2,977,550 1,429,816 For the Year Ended December 31, 2016 5,322,266 715,504 As of December 31, 2018, we had two reportable segments (Education and Trade Publishing). Our Education segment provides educational products, technology platforms and services to meet the diverse needs of today’s classrooms. These products and services include print and digital content in the form of textbooks, digital courseware, instructional aids, educational assessment and intervention solutions, which are aimed at improving achievement and supporting learning for students who are not keeping pace with peers, professional development and school reform services. Our Trade Publishing segment primarily develops, markets and sells consumer books in print and digital formats and licenses book rights to other publishers and electronic businesses in the United States and abroad. The principal distribution channels for Trade Publishing products are retail stores, both physical and online, and wholesalers. We measure and evaluate our reportable segments based on net sales and segment Adjusted EBITDA from continuing operations. We exclude from our segments certain corporate-related expenses, as our corporate functions do not meet the definition of a segment, as defined in the accounting guidance relating to segment reporting. In addition, certain transactions or adjustments that our Chief Operating Decision Maker considers to be non-operational, such as amounts related to goodwill and other intangible asset impairment charges, derivative instruments charges, acquisition/disposition-related activity, restructuring/integration costs, severance, separation costs and facility closures, equity compensation charges, legal settlement charges, gains or losses from divestitures, amortization and depreciation expenses, as well as interest and taxes, are excluded from segment Adjusted EBITDA from continuing operations. Although we exclude these amounts from segment Adjusted EBITDA from continuing operations, they are included in reported consolidated net loss and are included in the reconciliation below. 113 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) As a result of the sale of the Riverside Business, the results of the Riverside Business are no longer presented within continuing operations. Accordingly, the segment disclosures for the Education reportable segment has been recast for all periods to exclude the results of the Riverside Business. These changes had no impact on the previously reported financial results for the Trade reportable segment. (in thousands) 2018 Net sales Segment Adjusted EBITDA 2017 Net sales Segment Adjusted EBITDA 2016 Net sales Segment Adjusted EBITDA Year Ended December 31, Education Trade Publishing Corporate/ Other $1,122,689 210,604 $199,728 21,942 $ — (40,418) $1,146,453 223,941 $180,576 12,096 $ — (50,758) $1,126,363 194,632 $165,615 6,255 $ — (48,582) The following table disaggregates our net sales by major source: (in thousands) Core solutions (1) Extensions businesses (2) Trade products Year Ended December 31, 2018 Education $ 538,166 584,523 — Trade Publishing $ — — 199,728 Consolidated $ 538,166 584,523 199,728 Net sales $1,122,689 $199,728 $1,322,417 (in thousands) Core solutions (1) Extensions businesses (2) Trade products Year Ended December 31, 2017 Education $ 595,097 551,356 — Trade Publishing $ — — 180,576 Consolidated $ 595,097 551,356 180,576 Net sales $1,146,453 $180,576 $1,327,029 (in thousands) Core solutions (1) Extensions businesses (2) Trade products Year Ended December 31, 2016 Education $ 602,862 523,501 — Trade Publishing $ — — 165,615 Consolidated $ 602,862 523,501 165,615 Net sales $1,126,363 $165,615 $1,291,978 (1) Comprehensive solutions primarily for reading, math, science and social studies programs. (2) Primarily consists of our Heinemann brand, intervention, supplemental and professional services. 114 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) Reconciliation of Segment Adjusted EBITDA to the consolidated statements of operations is as follows: (in thousands) Total Segment Adjusted EBITDA Interest expense Interest income Depreciation expense Amortization expense—film asset Amortization expense Non-cash charges—stock compensation Non-cash charges—loss on derivative instruments Non-cash charges—asset impairment charges Purchase accounting adjustments Fees, expenses or charges for equity offerings, debt or acquisitions/dispositions 2017 Restructuring Plan Restructuring/Integration Severance, separation costs and facility closures Legal reimbursement (settlement) Gain on sale of assets Years Ended December 31, 2018 2017 2016 $ 192,128 (45,680) 2,550 (75,116) (6,057) (170,903) (13,248) (1,374) — — (2,883) (4,657) — (6,821) — 201 $ 185,279 (42,805) 1,338 (71,049) — (195,394) (10,728) 1,366 (3,980) — (1,464) (37,775) — (177) 3,633 — $ 152,305 (39,181) 518 (74,467) — (209,592) (10,491) (614) (130,205) (5,116) (1,123) — (14,364) (15,371) (10,000) — Loss before taxes (Provision) benefit for income taxes (131,860) (5,597) (171,756) 51,419 (357,701) 51,556 Net loss from continuing operations $(137,457) $(120,337) $(306,145) Segment information as of December 31, 2018 and 2017 is as follows: (in thousands) Total assets—Education segment Total assets—Trade Publishing segment Total assets—Corporate and Other Total consolidated assets 2018 2017 $1,999,481 167,510 328,133 $2,121,647 173,395 268,549 $2,495,124 $2,563,591 The following represents long-lived assets (property, plant, and equipment) outside of the United States, which are substantially in Ireland. All other long-lived assets are located in the United States. (in thousands) Long-lived assets—International 2018 $64 2017 $7,593 115 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) The following is a schedule of net sales by geographic region: (in thousands) Year Ended December 31, 2018 Net sales—U.S. Net sales—International Total net sales Year Ended December 31, 2017 Net sales—U.S. Net sales—International Total net sales Year Ended December 31, 2016 Net sales—U.S. Net sales—International Total net sales $1,249,568 72,849 $1,322,417 $1,254,956 72,073 $1,327,029 $1,203,855 88,123 $1,291,978 17. Valuation and Qualifying Accounts 2018 Allowance for doubtful accounts Reserve for returns Reserve for royalty advances Deferred tax valuation allowance 2017 Allowance for doubtful accounts Reserve for returns Reserve for royalty advances Deferred tax valuation allowance 2016 Allowance for doubtful accounts Reserve for returns Reserve for royalty advances Deferred tax valuation allowance Balance at Beginning of Year $ 2,508 20,580 103,606 571,653 $ 3,463 18,671 85,526 759,887 $ 8,323 23,889 69,978 664,730 Net Charges Utilization of Allowances $ 128 36,395 17,301 (7,667) $ 400 43,682 17,861 (187,480) $ 734 54,058 16,270 98,949 (463) $ (38,416) (3,110) (1,594) $ (1,355) (41,773) 219 (754) $ (5,594) (59,276) (722) (3,792) Balance at End of Year $ 2,173 18,559 117,797 562,392 $ 2,508 20,580 103,606 571,653 $ 3,463 18,671 85,526 759,887 116 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) 18. Quarterly Results of Operations (Unaudited) 2018: Net sales Gross profit Operating income (loss) Income (loss) from continuing operations, net of tax Income from discontinued operations, net of tax Net income (loss) Net income (loss) per share attributable to common stockholders Basic: Continuing operations Discontinued operations Net loss Diluted: Continuing operations Discontinued operations Net loss 2017: Net sales Gross profit Operating income (loss) Income (loss) from continuing operations, net of tax Income from discontinued operations, net of tax Net income (loss) Net income (loss) per share attributable to common stockholders Basic: Continuing operations Discontinued operations Net loss Diluted: Continuing operations Discontinued operations Net loss Three Months Ended March 31, June 30, September 30, December 31, $ 199,759 64,315 (92,905) $357,365 162,827 (14,747) $516,255 278,175 91,838 $249,038 91,663 (74,711) (105,886) (29,089) 83,908 (86,390) 4,575 (101,311) 5,817 (23,272) 2,441 86,349 30,469 (55,921) $ $ $ $ (0.86) 0.04 (0.82) (0.86) 0.04 (0.82) $ $ $ $ (0.24) 0.05 (0.19) (0.24) 0.05 (0.19) $ $ $ $ 0.68 0.02 0.70 0.68 0.02 0.70 $ $ $ $ (0.70) 0.25 (0.45) (0.70) 0.25 (0.45) $ 203,685 63,702 (100,494) $373,393 165,803 (33,837) $516,206 271,053 88,373 $233,745 71,807 (89,183) (123,861) (48,666) 88,636 (36,446) 3,203 (120,658) 1,799 (46,867) 1,870 90,506 10,278 (26,168) $ $ $ $ (1.01) 0.03 (0.98) (1.01) 0.03 (0.98) $ $ $ $ (0.40) 0.02 (0.38) (0.40) 0.02 (0.38) $ $ $ $ 0.72 0.02 0.74 0.72 0.01 0.73 $ $ $ $ (0.29) 0.08 (0.21) (0.29) 0.08 (0.21) Our net sales, operating profit or loss and net cash provided by or used in operations are impacted by the inherent seasonality of the academic calendar. Consequently, the performance of our businesses may not be comparable quarter to consecutive quarter and should be considered on the basis of results for the whole year or by comparing results in a quarter with results in the same quarter for the previous year. 117 Houghton Mifflin Harcourt Company Notes to Consolidated Financial Statements (in thousands of dollars, except share and per share information) During the three months ended September 30, 2018, we recorded out-of-period corrections of approximately $2.8 million increasing net sales and reducing deferred revenue that should have been recognized during the three months ended March 31, 2018. During the six months ended June 30, 2017, we recorded out-of-period corrections of approximately $4.0 million increasing net sales and reducing deferred revenue that should have been recognized previously. Management believes these out-of-period corrections are not material to the current period financial statements or any previously issued financial statements. 19. Subsequent Events On January 14, 2019, we completed the acquisition of certain assets of PV Waggle LLC, which comprised a web-based adaptive learning solution providing Math and ELA instruction for students in grades 2-8 for a total purchase price of approximately $5.4 million. We are currently in the process of finalizing the accounting for the transaction. 118 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer (“CEO”) and our Executive Vice President and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2018 pursuant to Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”). Based on that evaluation, our CEO and CFO have concluded that our disclosure controls and procedures as of December 31, 2018 were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and the information required to be disclosed by us is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Management’s Report on Internal Control over Financial Reporting Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934. Internal control over financial reporting is a process designed 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 and includes those policies and procedures that: • • • Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of the assets of the Company; Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or dispositions of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2018. In making this assessment, the Company’s management used the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). 119 Based on our assessment and the aforementioned criteria (and subject to the aforementioned exclusion), management concluded that, as of December 31, 2018, the Company’s internal control over financial reporting was effective. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2018 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein in Item 8 of this Annual Report. Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting in the quarter ended December 31, 2018 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. None. Item 9B. Other Information Item 10. Directors, Executive Officers and Corporate Governance Except to the extent provided below, the information required by this Item shall be set forth in our Proxy Statement for our 2018 Annual Meeting of Stockholders, to be filed with the SEC within 120 days of December 31, 2018, and is incorporated into this Annual Report by reference. We have adopted a Code of Conduct that applies to our principal executive officer, principal financial officer and principal accounting officer or any person performing similar functions, which we post on our website in the “Corporate Governance” link located at: ir.hmhco.com. We intend to publish any amendment to, or waiver from, the Code of Conduct on our website. We will provide any person, without charge, a copy of such Code of Conduct upon written request, which may be mailed to 125 High Street, Boston, MA 02110, Attn: Corporate Secretary. Item 11. Executive Compensation The information required by this Item shall be set forth in our Proxy Statement for our 2019 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2018, and is incorporated into this Annual Report by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters The information required by this Item shall be set forth in our Proxy Statement for our 2019 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2018, and is incorporated into this Annual Report by reference. Item 13. Certain Relationships and Related Transactions The information required by this Item shall be set forth in our Proxy Statement for our 2019 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2018, and is incorporated into this Annual Report by reference. Item 14. Principal Accounting Fees and Services The information required by this Item shall be set forth in our Proxy Statement for our 2019 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2018, and is incorporated into this Annual Report by reference. 120 Item 15. Exhibits, Financial Statement Schedules (a) Documents filed as part of the report. (1) Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2018 and 2017 Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 2016 Consolidated Statements of Comprehensive Loss for the years ended December 31, 2018, 2017 and 2016 Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2018, 2017 and 2016 Notes to Consolidated Financial Statements (2) Financial Statement Schedules. Schedule II—“Valuation and Qualifying Accounts” is included herein as Note 17 in the Notes to Consolidated Financial Statements. (3) Exhibits. See the Exhibit Index. 60 62 63 64 65 66 67 122 121 EXHIBIT INDEX Exhibit No. 2.1 2.2 2.3 2.4 3.1 3.2 3.3 4.1 Description Prepackaged Joint Plan of Reorganization of the Debtors Under Chapter 11 of the Bankruptcy Code by and among Houghton Mifflin Harcourt Publishing Company, Houghton Mifflin Harcourt Publishers Inc., HMH Publishers, LLC, Houghton Mifflin Holding Company, Inc., Houghton Mifflin, LLC, Houghton Mifflin Finance, Inc., Houghton Mifflin Holdings, Inc., HM Publishing Corp., Riverdeep Inc., A Limited Liability Company, Broderbund LLC, RVDP, Inc., HRW Distributors, Inc., Greenwood Publishing Group, Inc., Classroom Connect, Inc., Achieve! Data Solutions, LLC, Steck-Vaughn Publishing LLC, HMH Supplemental Publishers Inc., HMH Holdings (Delaware), Inc., Sentry Realty Corporation, Houghton Mifflin Company International, Inc., The Riverside Publishing Company, Classwell Learning Group Inc., Cognitive Concepts, Inc., Edusoft And Advanced Learning Centers, Inc. (incorporated herein by reference to Exhibit No. 2.1 to Amendment No. 1 to the Company’s Registration Statement on Form S-1, filed September 13, 2013 (File No. 333-190356)). Stock and Asset Purchase Agreement dated as of April 23, 2015, by and among Houghton Mifflin Harcourt Publishing Company, as Purchaser, Scholastic Corporation, as Parent Seller, and Scholastic Inc., as Seller (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed April 24, 2015 (File No. 001-36166)). Certain schedules and similar attachments to this Exhibit 2.1 have been omitted in accordance with Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of all omitted schedules and similar attachments to the SEC upon its request. Asset Purchase Agreement, by and among Houghton Mifflin Harcourt Publishing Company, Houghton Mifflin Harcourt Company (solely for purposes of Section 8.2 and 8.3) and Riverside Assessment, LLC, dated as of September 12, 2018 (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed September 12, 2018 (File No. 001-36166)). Certain schedules and similar attachments to this Exhibit 2.1 have been omitted in accordance with Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of all omitted schedules and similar attachments to the SEC upon its request. Amendment No. 1 to Asset Purchase Agreement, by and among Houghton Mifflin Harcourt Publishing Company, Houghton Mifflin Harcourt Company (solely for purposes of Section 8.2 and 8.3) and Riverside Assessment, LLC, dated as of October 1, 2018 (incorporated herein by reference to Exhibit 2.1b to the Company’s Current Report on Form 8-K, filed October 5, 2018 (File No. 001-36166)). Certain schedules and similar attachments to this Exhibit 2.1 have been omitted in accordance with Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of all omitted schedules and similar attachments to the SEC upon its request. Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit No. 3.1 to Amendment No. 4 to the Company’s Registration Statement on Form S-1, filed October 25, 2013 (File No. 333-190356)). Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit No. 3.2 to Amendment No. 4 to the Company’s Registration Statement on Form S-1, filed October 25, 2013 (File No. 333-190356)). Amended and Restated By-laws (incorporated herein by reference to Exhibit No. 3.1 to the Company’s Current Report on Form 8-K, filed November 19, 2013 (File No. 001-36166)). Investor Rights Agreement, dated as of June 22, 2012, by and among HMH Holdings (Delaware), Inc. and the stockholders party thereto (incorporated herein by reference to Exhibit No. 4.1 to 122 Exhibit No. 4.2 4.3 4.4 10.1 10.2† 10.3 10.4 10.5 10.6 Description Amendment No. 1 to the Company’s Registration Statement on Form S-1, filed September 13, 2013 (File No. 333-190356)). Specimen Common Stock Certificate (incorporated herein by reference to Exhibit No. 4.3 to Amendment No. 4 to the Company’s Registration Statement on Form S-1, filed October 25, 2013 (File No. 333-190356)). Form of Warrant Certificate (incorporated herein by reference to Exhibit No. 4.4 to Amendment No. 2 to the Company’s Registration Statement on Form S-1, filed October 4, 2013 (File No. 333-190356)). Warrant Agreement, dated as of June 22, 2012, among HMH Holdings (Delaware), Inc., Computershare Inc. and Computershare Trust Company, N.A. (incorporated herein by reference to Exhibit No. 4.5 to Amendment No. 2 to the Company’s Registration Statement on Form S-1, filed October 4, 2013 (File No. 333-190356)). Nomination Agreement, effective December 21, 2016, by and among Houghton Mifflin Harcourt Company and certain affiliates of Anchorage Capital Group, L.L.C. (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed December 22, 2016 (File No. 001-36166)). Form of Indemnification Agreement (incorporated herein by reference to Exhibit No. 10.12 to Amendment No. 1 to the Company’s Registration Statement on Form S-1, filed September 13, 2013 (File No. 333-190356)). Amended and Restated Term Loan Credit Agreement, dated as of May 29, 2015, by and among Houghton Mifflin Harcourt Company, Houghton Mifflin Harcourt Publishers Inc., HMH Publishers LLC, Houghton Mifflin Harcourt Publishing Company, certain other subsidiaries of Houghton Mifflin Harcourt Company, as subsidiary guarantors, the lenders party thereto and Citibank, N.A., as administrative agent and collateral agent (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed May 29, 2015 (File No. 001- 36166)). Amended and Restated Term Facility Guarantee and Collateral Agreement, dated as of May 29, 2015, by and among Houghton Mifflin Harcourt Company, Houghton Mifflin Harcourt Publishers Inc., HMH Publishers LLC, Houghton Mifflin Harcourt Publishing Company, the subsidiaries of Houghton Mifflin Harcourt Company from time to time party thereto and Citibank, N.A., as collateral agent (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed May 29, 2015 (File No. 001-36166)). Amended and Restated Revolving Credit Agreement, dated as of July 22, 2015, by and among Houghton Mifflin Harcourt Company, Houghton Mifflin Harcourt Publishers Inc., HMH Publishers LLC, Houghton Mifflin Harcourt Publishing Company, certain other subsidiaries of Houghton Mifflin Harcourt Company, as subsidiary guarantors, the lenders party thereto and Citibank, N.A., as administrative agent and collateral agent (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed July 23, 2015 (File No. 001- 36166)). Amended and Restated Revolving Facility Guarantee and Collateral Agreement, dated as of July 23, 2015, by and among Houghton Mifflin Harcourt Company, Houghton Mifflin Harcourt Publishers Inc., HMH Publishers LLC, Houghton Mifflin Harcourt Publishing Company, the subsidiaries of Houghton Mifflin Harcourt Company from time to time party thereto and Citibank, N.A., as collateral agent (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed July 22, 2015 (File No. 001-36166)). 123 Exhibit No. 10.7† 10.8† 10.9† 10.11† 10.12† 10.13† 10.14† 10.15† 10.16† 10.17† 10.18† 10.19† 10.20† 10.21† Description HMH Holdings (Delaware), Inc. Change in Control Severance Plan (incorporated herein by reference to Exhibit No. 10.5 to Amendment No. 1 to the Company’s Registration Statement on Form S-1, filed September 13, 2013 (File No. 333-190356)). Houghton Mifflin Harcourt Publishing Company ELT Severance Plan (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed November 5, 2015 (File No. 001-36166)). Houghton Mifflin Harcourt Severance Plan, amended and restated as of March 31, 2016 (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10- Q, filed May 4, 2016 (File No. 001-36166)). Form of Director Compensation Letter (incorporated herein by reference to Exhibit No. 10.11 to Amendment No. 1 to the Company’s Registration Statement on Form S-1, filed September 13, 2013 (File No. 333-190356)). Houghton Mifflin Harcourt Company Non-Employee Director Deferred Compensation Plan (incorporated herein by reference to Exhibit No. 10.50 to the Company’s Annual Report on Form 10-K, filed February 25, 2016 (File No. 001-36166)). Houghton Mifflin Harcourt Company Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8, filed May 29, 2015 (File No. 333-204519)). HMH Holdings (Delaware), Inc. 2012 Management Incentive Plan (incorporated herein by reference to Exhibit No. 10.1 to Amendment No. 1 to the Company’s Registration Statement on Form S-1, filed September 13, 2013 (File No. 333-190356)). HMH Holdings (Delaware), Inc. 2012 Management Incentive Plan Form of Stock Option Award Notice (incorporated herein by reference to Exhibit No. 10.2 to Amendment No. 1 to the Company’s Registration Statement on Form S-1, filed September 13, 2013 (File No. 333-190356)). HMH Holdings (Delaware), Inc. 2012 Management Incentive Plan Time-Based Restricted Stock Unit Award Notice (incorporated herein by reference to Exhibit No. 10.32 to the Company’s Annual Report on Form 10-K, filed February 26, 2015 (File No. 001-36166)). HMH Holdings (Delaware), Inc. 2012 Management Incentive Plan Performance-Based Restricted Stock Award Notice (incorporated herein by reference to Exhibit No. 10.33 to the Company’s Annual Report on Form 10-K, filed February 26, 2015 (File No. 001-36166)). HMH Holdings (Delaware), Inc. 2012 Management Incentive Plan Performance-Based Restricted Stock Unit Award Notice (incorporated herein by reference to Exhibit No. 10.34 to the Company’s Annual Report on Form 10-K, filed February 26, 2015 (File No. 001-36166)). HMH Holdings (Delaware), Inc. 2012 Management Incentive Plan Time-Based Restricted Stock Award Notice (incorporated herein by reference to Exhibit No. 10.35 to the Company’s Annual Report on Form 10-K, filed February 26, 2015 (File No. 001-36166)). Houghton Mifflin Harcourt Company 2015 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-8, filed May 29, 2015 (File No. 333-204519)). Houghton Mifflin Harcourt Company 2015 Omnibus Incentive Plan Form of Time-Based Restricted Stock Unit Award Notice (Employees) (incorporated herein by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-8, filed May 29, 2015 (File No. 333- 204519)). 124 Exhibit No. 10.22† 10.23† 10.24† 10.25† 10.26† 10.27*† 10.28*† 10.29† 10.30† 10.31† 10.32† 10.33† 10.34*† 10.35*† Description Houghton Mifflin Harcourt Company 2015 Omnibus Incentive Plan Form of Performance-Based Restricted Stock Unit Award Notice (Employees) (incorporated herein by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-8, filed May 29, 2015 (File No. 333- 204519)). Houghton Mifflin Harcourt Company 2015 Omnibus Incentive Plan Form of Time-Based Restricted Stock Unit Award Notice (Directors) (incorporated herein by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q, filed August 6, 2015 (File No. 001-36166)). Houghton Mifflin Harcourt Company 2015 Omnibus Incentive Plan Form of Stock Option Award Notice (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q, filed August 6, 2015 (File No. 001-36166)). Houghton Mifflin Harcourt Company Form of Restricted Stock Unit Award Notice (with Deferral Feature—Directors) (incorporated herein by reference to Exhibit No. 10.51 to the Company’s Annual Report on Form 10-K, filed February 25, 2016 (File No. 001-36166)). Houghton Mifflin Harcourt Company Form of Performance-Based Restricted Stock Unit Award Notice (TSR/Billings—Employees) (incorporated herein by reference to Exhibit No. 10.1 to the Company’s Current Report on Form 8-K, filed May 4, 2016 (File No. 001-36166)). Houghton Mifflin Harcourt Company 2015 Omnibus Incentive Plan New Hire Stock Option Award Notice dated May 9, 2017 by and between Houghton Mifflin Harcourt Company and John J. Lynch, Jr. (incorporated herein by reference to Exhibit No. 10.27 to the Company’s Annual Report on Form 10-K, filed February 22, 2018) (File No. 001-36166)). Houghton Mifflin Harcourt Company 2015 Omnibus Incentive Plan New Hire Time-Based Restricted Stock Unit Award Notice dated May 9, 2017 by and between Houghton Mifflin Harcourt Company and John J. Lynch, Jr. (incorporated herein by reference to Exhibit No. 10.28 to the Company’s Annual Report on Form 10-K, filed February 22, 2018) (File No. 001-36166)). William Bayers Offer Letter dated April 10, 2007, as amended on May 14, 2009 (incorporated herein by reference to Exhibit No. 10.9 to Amendment No. 1 to the Company’s Registration Statement on Form S-1, filed September 13, 2013 (File No. 333-190356)). Lee R. Ramsayer Offer Letter dated January 25, 2012 (incorporated herein by reference to Exhibit No. 10.29 to the Company’s Annual Report on Form 10-K, filed March 27, 2014 (File No. 001-36166)). Joseph Abbott Offer Letter dated as of March 10, 2016 (incorporated herein by reference to Exhibit No. 201-5 10.3 to the Company’s Current Report on Form 8-K, filed March 10, 2016 (File No. 001-36166)). Letter Agreement, effective September 22, 2016, by and between Houghton Mifflin Harcourt Company and L. Gordon Crovitz (incorporated herein by reference to Exhibit No. 10.1 to the Company’s Quarterly Report on Form 10-Q, filed November 3, 2016 (File No. 001-36166)). John J. Lynch Offer Letter dated February 10, 2017 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 15, 2017 (File No. 001-36166)). Rosamund Else-Mitchell Offer Letter dated April 22, 2015 (incorporated herein by reference to Exhibit No. 10.34 to the Company’s Annual Report on Form 10-K, filed February 22, 2018) (File No. 001-36166)). Rosamund Else-Mitchell Promotion Letter dated August 27, 2015 (incorporated herein by reference to Exhibit No. 10.35 to the Company’s Annual Report on Form 10-K, filed February 22, 2018) (File No. 001-36166)). 125 Exhibit No. 10.36*† 21.1* 23.1* 31.1* 31.2* 32.1** 32.2** Rosamund Else-Mitchell Promotion Letter dated August 3, 2017 (incorporated herein by reference to Exhibit No. 10.36 to the Company’s Annual Report on Form 10-K, filed February 22, 2018) (File No. 001-36166)). Description List of Subsidiaries of the Registrant. Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. Certification of CEO Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Certification of CFO Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Certification of CEO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Certification of CFO 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. Identifies a management contract or compensatory plan or arrangement. Filed herewith. † * ** This certification shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that section. Furthermore, this certification shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing. None. Item 16. Form 10-K Summary 126 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SIGNATURES Houghton Mifflin Harcourt Company (Registrant) By: /s/ John J. Lynch, Jr. John J. Lynch, Jr. President, Chief Executive Officer (On behalf of the registrant) February 28, 2019 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ John J. Lynch, Jr. John J. Lynch, Jr. /s/ Joseph P. Abbott, Jr. Joseph P. Abbott, Jr. /s/ Michael J. Dolan Michael J. Dolan /s/ Lawrence K. Fish Lawrence K. Fish /s/ Daniel M. Allen Daniel M. Allen /s/ L. Gordon Crovitz L. Gordon Crovitz /s/ Jean S. Desravines Jean S. Desravines /s/ Jill A. Greenthal Jill A. Greenthal /s/ John F. Killian John F. Killian /s/ John R. McKernan, Jr. John R. McKernan, Jr. /s/ E. Rogers Novak, Jr. E. Rogers Novak, Jr. /s/ Tracey D. Weber Tracey D. Weber President, Chief Executive Officer (Principal Executive Officer) and Director February 28, 2019 Executive Vice President and Chief Financial Officer (Principal Financial Officer) Senior Vice President and Corporate Controller (Principal Accounting Officer) February 28, 2019 February 28, 2019 Chairman of the Board of Directors February 28, 2019 Director Director Director Director Director Director Director Director 127 February 28, 2019 February 28, 2019 February 28, 2019 February 28, 2019 February 28, 2019 February 28, 2019 February 28, 2019 February 28, 2019 Rosamund Else-Mitchell Executive Vice President, Chief Learning Officer Matthew Mugo Fields Executive Vice President and General Manager, Supplemental and Intervention Solutions James P. O’Neill Executive Vice President and General Manager, Core Solutions Lee R. Ramsayer Executive Vice President, Global Sales Alejandro Reyes Senior Vice President, Chief People Officer Form 10-K A copy of the Company’s Form 10-K filed with the Securities and Exchange Commission is available on the Company’s website hmhco.com and also available without charge upon written request to: Houghton Mifflin Harcourt, Investor Relations, 125 High Street, Boston, MA 02110; by calling 212.592.1177; or by emailing Brian Shipman at brian. shipman@hmhco.com. BOARD OF DIRECTORS CHAIRMAN Lawrence K. Fish Retired Chairman and Chief Executive Officer, Citizens Financial Group, Inc. DIRECTORS Daniel Allen President and Partner, Anchorage Capital Group, L.L.C. L. Gordon Crovitz Co-Founder and Co-Chief Executive Officer of Newsguard Technologies Inc. and retired Publisher of The Wall Street Journal Jean S. Desravines Chief Executive Officer of New Leaders, Inc. Jill A. Greenthal Senior Advisor, Blackstone Group John F. Killian Retired Executive Vice President and Chief Financial Officer, Verizon Communications, Inc. John J. Lynch, Jr. President and Chief Executive Officer, Houghton Mifflin Harcourt John R. McKernan, Jr. Chief Executive Officer of McKernan Enterprises, Inc. and former Governor of Maine E. Rogers Novak, Jr. Founder and Managing Member of Novak Biddle Venture Partners Tracey D. Weber Vice President of Digital Platforms for IBM HMH EXECUTIVE OFFICERS John J. Lynch, Jr. President and Chief Executive Officer Joseph P. Abbott, Jr. Executive Vice President and Chief Financial Officer William F. Bayers Executive Vice President, General Counsel and Secretary Ellen Archer President, Houghton Mifflin Harcourt Trade Publishing Amy L. Dunkin Senior Vice President and Chief Marketing Officer Corporate Headquarters Houghton Mifflin Harcourt 125 High Street Boston, MA 02110 Phone: 617.351.5000 Outside Legal Counsel WilmerHale 60 State Street Boston, MA 02109 Phone: 617.526.6000 Website hmhco.com Transfer Agent Computershare Trust Company, N.A. 250 Royall Street Canton, MA 02021 Phone: 781.575.2000 Independent Registered Public Accounting Firm PriceWaterhouseCoopers LLP 101 Seaport Boulevard, Ste. 500 Boston, MA 02210 Phone: 617.530.5000 Annual Meeting Date: May 21, 2019 Time: 8:00 a.m. Location: HMH Corporate HQ 125 High Street 9th Floor Boston, MA 02110 Ticker Symbol NASDAQ:HMHC Investor Relations Brian Shipman Senior Vice President, Investor Relations Phone: 212.592.1177 This Annual Report contains forward-looking statements that involve risks and uncertainties that could cause results to differ materially from those projected. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believe,” “estimate,” “project,” “anticipate,” “expect,” “could,” “intend,” “may,” “will” or “should,” “forecast,” “plan,” “potential,” “project,” “target” or, in each case, their negative, or other variations or comparable terminology. Factors that may cause actual results to differ materially from those contemplated by the statements in this Annual Report can be found in our Annual Report on Form 10-K for the year ended December 31, 2018, under the heading “Special Note Regarding Forward-Looking Statements.” Accordingly, you are cautioned not to place undue reliance on any of our forward-looking statements. We disclaim any intention or obligation to publicly update or revise any forward-looking statements. This cautionary statement is applicable to all forward-looking statements contained in this document. We are The Learning Company.™ hmhco.com Lexile® is a trademark of MetaMetrics, Inc., and is registered in the United States and abroad. READ 180®, GO Math!®, Houghton Mifflin Harcourt®, Into Learning™, HMH , and The Learning Company™ are trademarks or registered trademarks of Houghton Mifflin Harcourt. ® © Houghton Mifflin Harcourt. All rights reserved. 03 19 004CTN2699