UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
[x]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: April 30, 2013
OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the transition period from to
Commission file number 001-11507
JOHN WILEY & SONS, INC.
(Exact name of Registrant as specified in its charter)
NEW YORK
State or other jurisdiction of incorporation or
organization
111 River Street, Hoboken, NJ
Address of principal executive offices
13-5593032
I.R.S. Employer Identification No.
07030
Zip Code
(201) 748-6000
Registrant’s telephone number
including area code
Securities registered pursuant to Section
12(b) of the Act: Title of each class
Class A Common Stock, par value $1.00 per
share
Class B Common Stock, par value $1.00 per
share
Name of each exchange on which
registered
New York Stock Exchange
New York Stock Exchange
Securities registered pursuant to
Section 12(g) of the Act:
None
-1-
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.
Yes |X| No | |
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of
the Exchange Act.
Yes | | No |X |
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 |X| No | |
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site,
if any, every Interactive Data File required to be submitted and posted 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 and post such files).
Yes |X| 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. | |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See definitions of “large accelerated filer,” ”accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |X| Accelerated filer | | Non-accelerated filer | | Smaller reporting
company | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).
Yes | | No |X|
The aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to
the closing price as of the last business day of the registrant’s most recently completed second fiscal quarter,
October 31, 2012, was approximately $2,037.6 million. The registrant has no non-voting common stock.
The number of shares outstanding of the registrant’s Class A and Class B Common Stock as of May 31, 2013
was 49,197,181 and 9,492,492 respectively.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement for use in connection with its annual meeting of
stockholders scheduled to be held on September 19, 2013, are incorporated by reference into Part III of this
form 10-K.
-2-
JOHN WILEY AND SONS, INC. AND SUBSIDIARIES
FORM 10-K
FOR THE FISCAL YEAR ENDED APRIL 30, 2013
INDEX
PART I
ITEM 1.
ITEM 1A.
ITEM 1B.
ITEM 2.
ITEM 3.
ITEM 4
PART II
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures – Not Applicable
ITEM 5. Market for the Company’s Common Equity, Related Stockholder Matters and Issuer
ITEM 6.
ITEM 7.
Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
ITEM 8. Financial Statements and Supplementary Data
ITEM 9.
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
ITEM 9A.
ITEM 9B.
Controls and Procedures
Other Information
PART III
ITEM 10.
ITEM 11.
Directors, Executive Officers and Corporate Governance
Executive Compensation
ITEM 12. 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
PAGE
4
4-10
10
11
11
12
13
14-54
55-56
58-94
95
95
95
95-98
98
98-99
99
99
ITEM 13.
ITEM 14.
PART IV
ITEM 15.
SIGNATURES
Exhibits, Financial Statement Schedules and Reports on Form 8-K
100-109
-3-
PART I
Item 1. Business
The Company, founded in 1807, was incorporated in the state of New York on January 15, 1904. As
used herein the term “Company” means John Wiley & Sons, Inc., and its subsidiaries and affiliated
companies, unless the context indicates otherwise.
The Company is a global provider of knowledge and knowledge-based services in areas of research,
professional development and education. Core businesses produce scientific, technical, medical and
scholarly research journals, reference works, books, database services, and advertising; professional
books and certification, assessment and training services; and education content and services
including online program management for colleges and universities and integrated online teaching
and learning resources for instructors and students. The Company takes full advantage of its content
from all three core businesses in developing and cross-marketing products to its diverse customer
base of researchers, professionals, students, and educators. The use of technology enables the
Company to make its content efficiently more accessible to its customers around the world. The
Company maintains publishing, marketing, and distribution centers in the United States, Canada,
Europe, Asia, and Australia.
Further description of the Company’s business is incorporated herein by reference in the
Management’s Discussion and Analysis section of this 10-K.
Employees
As of April 30, 2013, the Company employed approximately 5,400 persons on a full-time equivalent
basis worldwide. Company employees include approximately 390 new employees added during fiscal
year 2013 due to acquisitions.
Financial Information About Business Segments
The note entitled “Segment Information” of the Notes to Consolidated Financial Statements and pages
14 through 49 of the Management’s Discussion and Analysis section of this 10-K are incorporated
herein by reference.
Financial Information About Foreign and Domestic Operations and Export Sales
The note entitled “Segment Information” of the Notes to Consolidated Financial Statements and page
24 of the Management’s Discussion and Analysis section of this 10-K are incorporated herein by
reference.
Item 1A. Risk Factors
You should carefully consider all of the information set forth in this Form 10-K, including the following
risk factors, before deciding to invest in any of the Company’s securities. The risks below are not the
only ones the Company faces. Additional risks not currently known to the Company or that the
Company presently deems immaterial may also impair its business operations. The Company’s
business, financial condition, results of operations or prospects could be materially adversely affected
by any of these risks.
-4-
Cautionary Statement Under the Private Securities Litigation Reform Act of 1995:
This 10-K and our Annual Report to Shareholders for the year ending April 30, 2013 contain certain
forward-looking statements concerning the Company’s operations, performance and financial
condition. In addition, the Company provides forward-looking statements in other materials released
to the public as well as oral forward-looking information. Statements which contain the words
anticipate, expect, believes, estimate, project, forecast, plan, outlook, intend and similar expressions
constitute forward-looking statements that involve risk and uncertainties. Reliance should not be
placed on forward-looking statements, as actual results may differ materially from those in any
forward-looking statements.
Any such forward-looking statements are based upon a number of assumptions and estimates that
are inherently subject to uncertainties and contingencies, many of which are beyond the control of the
Company, and are subject to change based on many important factors. Such factors include, but are
not limited to (i) the level of investment in new technologies and products; (ii) subscriber renewal rates
for the Company’s journals; (iii) the financial stability and liquidity of journal subscription agents; (iv)
the consolidation of book wholesalers and retail accounts; (v) the market position and financial
stability of key retailers; (vi) the seasonal nature of the Company’s education business and the impact
of the used-book market; (vii) worldwide economic and political conditions; (viii) the Company’s ability
to protect its copyrights and other intellectual property worldwide; (ix) the ability of the Company to
successfully integrate acquired operations and realize expected opportunities and (x) other factors
detailed from time to time in the Company’s filings with the Securities and Exchange Commission.
The Company undertakes no obligation to update or revise any such forward-looking statements to
reflect subsequent events or circumstances.
Operating and Administrative Costs and Expenses
In general, any significant increase in the costs of goods and services provided to the Company may
adversely affect the Company’s costs of operation. The Company has a significant investment in its
employee base around the world. The Company offers competitive salaries and benefits in order to
attract and retain the highly skilled workforce needed to sustain and develop new products and
services required for growth. Employment and benefit costs are affected by competitive market
conditions for qualified individuals, and factors such as healthcare, pension and retirement benefit
costs. The Company is a large paper purchaser, and paper prices may fluctuate significantly from
time-to-time. To reduce the impact of paper price increases, the Company relies upon multiple
suppliers. The Company from time-to-time may hedge the exposure to fluctuations in price by entering
into multi-year supply contracts. As of April 30, 2013, the Company’s consolidated paper inventory
was approximately $6.6 million and there were no outstanding multi-year supply contracts.
Protection of Intellectual Property Rights
Substantially all of the Company’s publications are protected by copyright, held either in the
Company’s name, in the name of the author of the work, or in the name of the sponsoring
professional society. Such copyrights protect the Company’s exclusive right to publish the work in
many countries abroad for specified periods, in most cases the author’s life plus 70 years, but in any
event a minimum of 50 years for works published after 1978. The ability of the Company to continue
to achieve its expected results depends, in part, upon the Company’s ability to protect its intellectual
-5-
property rights. The Company’s results may be adversely affected by lack of legal and/or
technological protections for its intellectual property in some jurisdictions and markets.
Maintaining the Company’s Reputation
Professionals worldwide rely upon many of the Company’s publications to perform their jobs. It is
imperative that the Company consistently demonstrates its ability to maintain the integrity of the
information included in its publications. Adverse publicity, whether or not valid, may reduce demand
for the Company’s publications.
Trade Concentration and Credit Risk
In the journal publishing business, subscriptions are primarily sourced through journal subscription
agents who, acting as agents for library customers, facilitate ordering by consolidating the
subscription orders/billings of each subscriber with various publishers. Cash is generally collected in
advance from subscribers by the subscription agents and is principally remitted to the Company
between the months of December and March. Although at fiscal year-end the Company had minimal
credit risk exposure to these agents, future calendar-year subscription receipts from these agents are
highly dependent on their financial condition and liquidity. Subscription agents account for
approximately 24% of total annual consolidated revenue and no one agent accounts for more than
10% of total annual consolidated revenue.
The Company’s book business is not dependent upon a single customer; however, the industry is
concentrated in national, regional, and online bookstore chains. Although no one book customer
accounts for more than 10% of total consolidated revenue and 14% of accounts receivable at April 30,
2013, the top 10 book customers account for approximately 19% of total consolidated revenue and
approximately 38% of accounts receivable at April 30, 2013.
Changes in Laws and Regulations That Could Adversely Affect the Company’s Business
The Company maintains publishing, marketing and distribution centers in Asia, Australia, Canada,
Europe and the United States. The conduct of our business, including the sourcing of content,
distribution, sales, marketing and advertising is subject to various laws and regulations administered
by governments around the world. Changes in laws, regulations or government policies, including tax
regulations and accounting standards, may adversely affect the Company’s future financial results.
In a recent decision, the US Supreme Court, reversing decisions by the District Court for the Southern
District of New York and Court of Appeals for the Second Circuit, held that the “first sale” doctrine of
United States Copyright Law applied to copies of US copyrighted material printed outside of the
United States. This decision would allow third parties who purchase works meant for sale only within a
particular non-US territory to resell those works in the United States. These works are often available
outside the US at prices significantly below those of the US editions to meet local market pricing
conditions. Works developed for sale in markets outside the United States are often not substitutes
for similar US editions because they are materially different. However, any widespread resale in the
United States of lower cost works could adversely impact the Company’s operating results. As a result
of the change in law, the Company adjusted its business practice in selling into lower priced markets.
The decision principally affects the operations of the Company’s Education business. (See page 20
for a further discussion)
-6-
The scientific research publishing industry generates much of its revenue from paid customer
subscriptions to online and print journal content. There is debate within government, academic and
library communities whether such journal content should be made available for free, immediately or
following a period of embargo after publication, referred to as “open access”. For instance, certain
governments are considering mandating that all publications containing information derived from
government-funded research be made available to the public at no cost. Open access can be
achieved in two ways: Green, which enables authors to publish articles in subscription based journals
and self–archive the author accepted version of the article for free public use after an embargo period,
and Gold, which enables authors to publish their articles in journals that provide immediate free
access to the article on the publisher’s website following payment of an article publication fee. These
mandates have the potential to put pressure on subscription-based publications and favor business
models funded by author fees or government and private subsidies. If such regulations are widely
implemented, the Company’s operating results could be adversely affected.
Business Transformation and Restructuring
The Company is transforming portions of its business from a traditional publishing model to being a
global provider of content-enabled solutions with a focus on digital products and services. The Deltak,
Inscape and ELS acquisitions, along with the divestment of the Company’s consumer publishing
programs, are examples of strategic initiatives that were implemented as part of the Company’s
business transformation. The Company will continue to explore opportunities to develop new
business models and enhance the efficiency of its organizational structure. The rapid pace and scope
of change increases the risk that not all of our strategic initiatives will deliver the expected benefits
within the anticipated timeframes. In addition, these efforts may somewhat disrupt the Company’s
business activities which could adversely affect its operating results.
In fiscal year 2013, the Company announced a program to restructure and realign its cost base with
current and anticipated future market conditions (see Note 10). When implemented, the plan is
expected to improve margins by reducing operating expenses and cost of sales and accelerate
earnings growth while providing increased capacity for investment to grow our digital businesses.
Significant risks associated with these actions that may impair the Company’s ability to achieve the
anticipated cost reductions or that may disrupt its business include delays in the implementation of
anticipated workforce reductions in highly regulated locations outside of the U.S., particularly in
Europe and Asia, decreases in employee morale and the failure to meet operational targets due to the
loss of key employees. In addition, the Company’s ability to achieve the anticipated cost savings and
other benefits from these actions within the expected timeframe is subject to many estimates and
assumptions. These estimates and assumptions are subject to significant economic, competitive and
other uncertainties, some of which are beyond our control. If these estimates and assumptions are
incorrect, if we experience delays, or if other unforeseen events occur, our business and results of
operations could be adversely affected.
Introduction of New Technologies, Products and Services
The Company must continue to invest in technological and other innovations to adapt and add value
to its products and services to remain competitive. There are uncertainties whenever developing new
products and services, and it is often possible that such new products and services may not be
launched or if launched, may not be profitable or as profitable as existing products and services.
-7-
A common trend facing each of the Company’s businesses is the digitization of content and
proliferation of distribution channels through the internet and other electronic means, which are
replacing traditional print formats. The trend to eBooks has also created contraction in the print book
retail market which increases the risk of bankruptcy for certain retail customers, potentially leading to
the disruption of short-term product supply to consumers as well as potential bad debt write-offs. New
distribution channels, such as digital formats, the internet, online retailers and growing delivery
platforms (e.g. tablets and e-readers), combined with the concentration of retailer power, present both
threats and opportunities to the Company’s traditional publishing models, potentially impacting both
sales volumes and pricing. In addition, there is an enhanced risk associated with the illegal
unauthorized replication and distribution of digital products.
Information Technology Risks
Information technology is a key part of the Company’s business strategy and operations. As a
business strategy, Wiley’s technology enables the Company to provide customers with new and
enhanced products and services and is critical to the Company’s success in migrating from print to
digital business models. Information technology is also a fundamental component of all our business
processes; collecting and reporting business data; and communicating internally and externally with
customers, suppliers, employees and others.
Information technology system failures, network disruptions and breaches of data security could
significantly disrupt the operations of the Company. Management has designed and implemented
policies, processes and controls to mitigate risks of information technology failure and to provide
security from unauthorized access to our systems. In addition, the Company has in place disaster
recovery plans to maintain business continuity. While the Company has taken steps to address these
risks, there can be no assurance that a system failure, disruption or data security breach would not
adversely affect the Company’s business and operating results.
Competition for Market Share and Author and Society Relationships
The Company operates in highly competitive markets. Success and continued growth depends greatly
on developing new products and the means to deliver them in an environment of rapid technological
change. Attracting new authors and professional societies, while retaining our existing business
relationships, are also critical to our success.
Student Demand for Lower Cost Textbooks in Higher Education
The Company’s Education business publishes educational content for undergraduate, graduate and
advanced placement students, lifelong learners and in Australia secondary school students. Due to
growing demand by students for less expensive textbooks, many college bookstores, online retailers
and other entities offer used or rental textbooks to students at lower prices than new. It is uncertain
what the ultimate impact will be on Wiley’s results from such lower priced textbook sales models.
Interest Rate and Foreign Exchange Risk
Non-U.S. revenues, as well as our substantial non-U.S. net assets, expose the Company’s results to
foreign currency exchange rate volatility. Fiscal year 2013 revenue was recognized in the following
currencies (as measured in U.S. dollar equivalents): approximately 56% U.S dollar; 27% British pound
sterling; 8% euro and 9% other currencies. In addition, our interest-bearing loans and borrowings are
-8-
subject to risk from changes in interest rates. These risks and the measures we have taken to help
contain them are discussed in the Market Risk section of this 10-K. For additional details, see Note 15
to the Consolidated Financial Statements in this 10-K which is incorporated herein by reference.
Notwithstanding our efforts to foresee and mitigate the effects of changes in fiscal circumstances, we
cannot predict with certainty changes in currency and interest rates, inflation or other related factors
affecting our business.
Changes in Tax Legislation
The Company is subject to tax laws within the jurisdictions in which it does business. Changes in tax
legislation could have a material impact on the Company’s financial results. There have been recent
proposals to reform U.S. tax laws that would significantly impact how U.S. multinational corporations
are taxed on earnings outside of the U.S. This could have a material impact on the Company’s
financial results since a substantial portion of the Company’s income is earned outside the U.S. In
addition, the Company is subject to audit by tax authorities. Although we believe our tax estimates
are reasonable, the final determination of tax audits could be materially different from our historical
income tax provisions and accruals and have a material impact on the Company’s net income, cash
flow and financial position.
Risk of Doing Business in Developing and Emerging Markets
The Company sells its products to customers in the Middle East (including Iran and Syria), Africa
(including Sudan), Cuba, and other developing markets where it does not have operating subsidiaries.
In addition, approximately 10% of Research journal articles are sourced from authors in China. The
Company does not own any assets or liabilities in these markets except for trade receivables.
Challenges and uncertainties associated with operating in developing markets has a higher relative
risk due to political instability, economic volatility, crime, terrorism, corruption, social and ethnic unrest,
and other factors. While sales in these markets are not material to the Company’s business results,
adverse developments related to the risks associated with these markets may cause actual results to
differ from historical and forecasted future operating results. Disruption in these markets could also
trigger a decrease in consumer purchasing power, resulting in a reduced demand for our products.
Liquidity and Global Economic Conditions
Changes in global financial markets have not had, nor do we anticipate they will have, a significant
impact on our liquidity. Due to our significant operating cash flow, financial assets, access to capital
markets and available lines of credit and revolving credit agreements, we continue to believe that we
have the ability to meet our financing needs for the foreseeable future. As market conditions change,
we will continue to monitor our liquidity position. However, there can be no assurance that our liquidity
or our results of operations will not be affected by possible future changes in global financial markets
and global economic conditions. Similar to other global businesses, we face the potential effects of a
global economic recession. Unprecedented market conditions including illiquid credit markets, volatile
equity markets, dramatic fluctuations in foreign currency rates and economic recession could affect
future results.
Effects of Increases in Pension Costs and Funding Requirements
The Company provides defined benefit pension plans for the majority of its employees worldwide. In
March 2013 the Company’s Board of Directors approved amendments to the U.S. defined benefit
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plans that froze the plans, which will be effective on June 30, 2013. The funding requirements and
costs of these plans are dependent upon various factors, including the actual return on plan assets,
discount rates, plan participant population demographics and changes in pension regulations.
Changes in these factors affect the Company’s plan funding, cash flow and results of operations. A
further discussion on how these factors could impact the Company’s consolidated financial
statements is included on page 54 within the Management’s Discussion and Analysis section of this
10-K and incorporated herein by reference.
Effects of Inflation and Cost Increases
The Company, from time to time, experiences cost increases reflecting, in part, general inflationary
factors. There is no guarantee that the Company can increase selling prices or reduce costs to fully
mitigate the effect of inflation on company costs.
Ability to Successfully Integrate Key Acquisitions
The Company’s growth strategy includes title, imprint and other business acquisitions which
complement the Company’s existing businesses; the development of new products and services;
designing and implementing new methods of delivering products to our customers, and organic
growth from existing brands and titles. Acquisitions may have a substantial impact on the Company’s
revenues, costs, cash flows, and financial position. Acquisitions involve risks and uncertainties,
including difficulties in integrating acquired operations and in realizing expected opportunities;
diversions of management resources and loss of key employees; challenges with respect to operating
new businesses; debt incurred in financing such acquisitions; and other unanticipated problems and
liabilities.
Attracting and Retaining Key Employees
The Company’s success is highly dependent upon the retention of key employees globally. In
addition, we are dependent upon our ability to continue to attract new employees with key skills to
support continued business growth.
Item 1B. Unresolved Staff Comments
None
-10-
Item 2. Properties
The Company occupies office, warehouse, and distribution facilities in various parts of the world, as
listed below (excluding those locations with less than 10,000 square feet of floor area, none of which
is considered material property). All of the buildings and the equipment owned or leased are believed
to be in good condition and are generally fully utilized.
Location Purpose
Owned or Leased Approx. Sq. Ft.
United States:
New Jersey
Corporate Headquarters
Warehouse
Office & Warehouse
Indiana
Office
California
Office
Massachusetts Office
Illinois
Florida
Office
Office
Minnesota
Offices
International:
Australia
Office & Warehouse
Offices
Canada
England
Office & Warehouse
Office
Warehouses
Offices
Offices
Germany
Office
Office
Singapore Offices
Office & Warehouse
Russia
Office
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Owned
Owned
Leased
Leased
Leased
Leased
India
China
Office & Warehouse
Leased
Office
Leased
Item 3. Legal Proceedings
404,000
380,000
185,000
123,000
57,000
43,000
30,000
22,000
12,000
93,000
59,000
87,000
20,000
297,000
80,000
70,000
58,000
19,000
68,000
61,000
18,000
16,000
14,000
The Company is involved in routine litigation in the ordinary course of its business. In the opinion of
management, the ultimate resolution of all pending litigation will not have a material effect upon the
financial condition or results of operations of the Company.
-11-
PART II
Item 5. Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
The Company’s Class A and Class B shares are listed on the New York Stock Exchange under the
symbols JWa and JWb, respectively. Dividends per share and the market price range (based on daily
closing prices) by fiscal quarter for the past two fiscal years were as follows:
Class A Common Stock
Market Price
High
Low
Dividends
Class B Common Stock
Market Price
High
Low
Dividends
2013
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
2012
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
$0.24
0.24
0.24
0.24
$0.20
0.20
0.20
0.20
$49.72
51.32
44.43
39.99
$43.69
42.88
36.53
36.09
$53.00
50.71
49.43
47.93
$49.08
42.35
43.50
44.41
$0.24
0.24
0.24
0.24
$0.20
0.20
0.20
0.20
$49.83
51.18
44.26
40.50
$44.28
42.91
36.91
35.89
$53.22 $49.28
43.06
43.57
44.30
50.90
49.66
48.00
On a quarterly basis, the Board of Directors considers the payment of cash dividends based upon its
review of earnings, the financial position of the Company, and other relevant factors. As of April 30,
2013, the approximate number of holders of the Company’s Class A and Class B Common Stock
were 1,160 and 93 respectively, based on the holders of record.
During the fourth quarter of fiscal year 2013, the Company made the following purchases of Class A
Common Stock under its stock repurchase program:
Total
Number of
Shares
Purchased
-
381,189
360,000
741,189
Average
Price Paid
Per Share
-
$39.16
$37.84
$38.52
Total Number of
Shares
Purchased as
part of a Publicly
Announced
Program
-
381,189
360,000
741,189
Maximum
Number of
Shares that May
be Purchased
Under the
Program
1,250,841
869,652
509,652
February 2013
March 2013
April 2013
Total
-12-
Item 6. Selected Financial Data
Dollars in millions (except per share data)
2013
2012
2011
2010
2009
For the Years Ended April 30,
Revenue
Operating Income (a-d)
Net Income (a-e)
Working Capital (f)
$1,760.8
$1,782.7
$1,742.6
$1,699.1
$1,611.4
199.4
144.2
(32.2)
280.4
212.7
(66.3)
248.1
171.9
(228.9)
(321.4)
242.6
143.5
218.5
128.3
(188.7)
(157.4)
(275.7)
(246.6)
Deferred Revenue in Working Capital (f)
(363.0)
(342.0)
Total Assets
Long-Term Debt
Shareholders’ Equity
Per Share Data
Earnings Per Share (a-e)
Diluted
Basic
Cash Dividends
Class A Common
Class B Common
2,806.4
2,532.9
2,430.1
2,308.6
2,216.8
673.0
988.4
475.0
1,017.6
330.5
977.9
559.0
722.4
754.9
513.5
$2.39
$2.43
$3.47
$2.80
$2.41
$2.15
$3.53
$2.86
$2.45
$2.20
$0.96
$0.80
$0.64
$0.56
$0.52
$0.96
$0.80
$0.64
$0.56
$0.52
(a)
(b)
(c)
(d)
(e)
In fiscal year 2013, the Company recorded restructuring charges of $29.3 million ($19.8 million after tax or $0.33 per share)
and related impairment charges of $30.7 million ($21.1 million after tax or $0.35 per share).
In fiscal year 2013, the Company recorded a gain, net of losses, on the sale of certain Professional Development consumer
publishing programs of $6.0 million ($2.6 million after tax or $0.04 per share).
In fiscal year 2011, the Company recorded a $9.3 million bad debt provision ($6.0 million after tax or $0.10 per share) related
to the bankruptcy of a large book retailer “Borders”.
In fiscal year 2010, the Company recognized intangible asset impairment and restructuring charges of $15.1 million ($10.6
million after tax or $0.17 per share) principally related to GIT Verlag, a Business-to-Business German-language controlled
circulation magazine business acquired in 2002.
Tax benefits and charges included in fiscal year results are as follows:
Fiscal years 2013, 2012 and 2011 include tax benefits of $8.4 million ($0.14 per share), $8.8 million ($0.14 per share)
and $4.2 million ($0.07 per share), respectively, principally associated with legislative reductions in the U.K. corporate
income tax rates. The benefits reflect the remeasurement of all applicable U.K. deferred tax balances which are
reflected at 23% as of April 30, 2013.
Fiscal year 2013 includes a tax charge of $2.1 million ($0.04 per share) due to recently published IRS tax positions
related to the Company’s ability to take certain deductions in the U.S.
Fiscal year 2012 includes a tax benefit of $7.5 million ($0.12 per share) related to the reversal of an income tax reserve
recorded in conjunction with the Blackwell acquisition.
(f)
The primary driver of the negative working capital is unearned deferred revenue related to subscriptions for which cash has
been collected in advance. Cash received in advance for subscriptions is used by the Company for a number of purposes
including paying down debt; funding operations; paying dividends; and purchasing treasury shares. The deferred revenue
will be recognized in income as the products are shipped or made available online to the customers over the term of the
subscription.
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Item 7. Management’s Discussion and Analysis of Business, Financial Condition and Results of
Operations
The Company is a global provider of knowledge and knowledge-based services in areas of research,
professional development and education. Core businesses produce scientific, technical, medical and scholarly
research journals, reference works, books, database services, and advertising; professional books and
certification, assessment and training services; and education content and services including online program
management for colleges and universities and integrated online teaching and learning resources for instructors
and students. The Company takes full advantage of its content from all three core businesses in developing
and cross-marketing products to its diverse customer base of researchers, professionals, students, and
educators. The use of technology enables the Company to make its content efficiently more accessible to its
customers around the world. The Company maintains publishing, marketing, and distribution centers in the
United States, Canada, Europe, Asia, and Australia.
Business growth comes from a combination of title, imprint and business acquisitions which complement the
Company’s existing businesses; the development of new products and services; designing and implementing
new methods of delivering products to our customers; and organic growth from existing brands and titles. The
Company’s revenue grew at a compound annual rate of 1% over the past five years.
Core Businesses
Research:
The Company’s Research business serves the world’s research and scholarly communities and is the largest
publisher for professional and scholarly societies. Research’s mission is to support researchers, professionals
and learners in the discovery and use of research knowledge to achieve results that help shape the future.
Research products include scientific, technical, medical and scholarly research journals, books, major reference
works, databases, clinical decision support tools and laboratory manuals and workflow tools, in the publishing
areas of the physical sciences and engineering, health sciences, social science and humanities and life
sciences. Research customers include academic, corporate, government, and public libraries; researchers;
scientists; clinicians; engineers and technologists; scholarly and professional societies; and students and
professors. The Company’s Research products are sold and distributed globally, online and in print through
multiple channels, including research libraries and library consortia, independent subscription agents, direct
sales to professional society members, bookstores, online booksellers and other customers. Publishing centers
include Australia, Germany, India, Singapore, the United Kingdom and the United States. Research accounted
for approximately 57% of total Company revenue in fiscal year 2013 and generated revenue growth at a
compound annual rate of 1% over the past five years.
Research revenue by product type includes Journal Subscriptions sold online and in print; Print Books and
eBooks including major reference works; Publishing Rights which is revenue from the licensing of the right to
republish Wiley content either online or in print; Advertising and Other. Other revenue includes journal and
article reprints, pay per view journal revenue, the sale of journal backfile collections, journal contributor fees,
open access revenue and the sale of databases and protocols. The graph below presents Research revenue by
product type for fiscal year 2013:
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Other Income
10%
Advertising
4%
Publishing Rights
6%
eBooks including
Major Reference
Works
4%
Print Books
13%
Journal
Subscriptions
64%
Key growth strategies for the Research business include developing new digital products, services and workflow
solutions to meet the needs of researchers, authors and societies; continuing the migration and transformation
of the book business from print to digital, focusing resources on high-growth and emerging markets; developing
new open access revenue streams; and evolving and developing new licensing models for the Company’s
institutional customers.
Approximately 53% of journal subscription revenue is derived from publishing rights owned by the Company.
Publishing alliances also play a major role in Research’s success. Approximately 47% of journal subscription
revenue is derived from publication rights which are owned by professional societies and published by the
Company pursuant to a long-term contract or owned jointly with a professional society. These society alliances
bring mutual benefit, with the societies gaining Wiley’s publishing, marketing, sales and distribution expertise,
while Wiley benefits from being affiliated with prestigious societies and their members. The Company publishes
the journals of many prestigious societies, including the American Cancer Society, the American Heart
Association, the British Journal of Surgery Society, the Federation of European Biochemical Societies, the
European Molecular Biology Organization,
the American Anthropological Association,
the American
Geophysical Union and the German Chemical Society.
The Company’s Research business is a provider of content and services in evidence-based medicine (EBM).
Through the Company’s alliance with The Cochrane Collaboration, the Company publishes The Cochrane
Library, a premier source of high-quality independent evidence to inform healthcare decision-making, which
provides the foundation for the Company’s growing suite of EBM products designed to improve patient
healthcare. EBM facilitates the effective management of patients through clinical expertise informed by best
practice evidence that is derived from medical literature.
Wiley Online Library, the online publishing platform for the Company’s Research business, is one of the world’s
broadest and deepest multidisciplinary collections of online resources covering life, health and physical
sciences, social science and the humanities. Built on the latest technology and designed with extensive input
from scholars around the world, Wiley Online Library delivers seamless integrated access to over 4 million
articles from 1,500 journals, 13,000 online books, and hundreds of reference works, laboratory protocols and
databases. Wiley Online Library provides the user with intuitive navigation, enhanced discoverability, expanded
functionality and a range of personalization options. Wiley Online Library also provides the Company with
revenue growth opportunities through new applications and business models, online advertising, deeper market
penetration and individual sales and pay-per-view options.
Access to Wiley Online Library is sold through licenses with academic and corporate libraries, consortia and
other academic, government and corporate customers. The Company offers a range of licensing options
including customized suites of journal publications for individual customer needs as well as subscriptions for
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individual journal and online book publications. Licenses are typically sold in durations of one to three years.
Through the Article Select and PayPerView programs, the Company provides fee-based access to non-
subscribed journal content, book chapters and major reference work articles.
For calendar year 2013, the Company piloted an alternative journal subscription license model for a group of
customers. Previously, those customer licenses were based on a commitment by the Company to provide a
discrete number of online journal issues which provided for recognition of revenue by the Company as issues
were published. Under this alternative model, the Company provides access to all journal content published in
the calendar year and provides for recognition of revenue on a straight-line basis over the calendar year
covered by the alternative license model. The new license model improves the value proposition for our
established customer base in mature markets and makes licensing the Company’s journals a more
straightforward process which frees up sales and support resources to focus on growth opportunities in other
digital products and services.
Wiley Online Library takes advantage of technology to update content frequently and to add new features and
resources on an ongoing basis to increase the productivity of scientists, professionals and students. Two
examples are EarlyView, through which customers can access individual articles well in advance of print
publication, and MobileEditions, which enables users to view tables of content and abstracts on wireless
handheld devices and smartphones.
Wiley Open Access is the Company’s publishing program for open-access research articles. Under the Wiley
Open Access business model, research articles submitted by authors are published and compiled by subject
area into open-access journals. All research articles published in Wiley Open Access journals are freely
available to the general public on Wiley Online Library to read, download and share. A publication service fee is
charged upon acceptance of a research article by the Company, which may be paid by the individual author. To
actively support researchers and members who wish to publish in Wiley Open Access journals, an academic or
research institution, society or corporation may fund the fee directly. In return for the service fee, the Company
provides its customary publishing, editing, peer review, technology and distribution services. All accepted open-
access articles are subject to the same rigorous peer-review process applied to the Company’s subscription
based journals which are supported by the Company’s network of prestigious journals and societies. In addition
to Wiley Open Access, the Company provides authors with the opportunity to make their individual research
articles that were published within the Company’s paid subscription journals freely available to the general
public through OnlineOpen.
Professional Development (“PD”):
The Company’s Professional Development business acquires, develops and publishes professional books,
subscription products, certification and training services and online applications in the areas of business,
finance, accounting, workplace learning, management, leadership, technology, behavioral health, engineering/
architecture and education. Professional Development is focused on creating products and services that help
customers become more effective in the workplace and achieve career success. Products are developed in print
and digitally for worldwide distribution through multiple channels, including major chains and online booksellers,
independent bookstores, libraries, colleges and universities, warehouse clubs, corporations, direct to consumer,
websites and other online applications. Professional Development’s mission is to help professionals worldwide
learn, achieve results, develop opportunities and enhance their skills throughout their career. Publishing centers
include Australia, Canada, Germany, India, Singapore, the United Kingdom and the United States. Professional
Development accounted for approximately 24% of total Company revenue in fiscal year 2013 and declined at a
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compound annual rate of 2% over the past five years. Excluding the fiscal year 2013 divestment of the
Consumer Publishing Programs, the five year compound growth rate was essentially flat.
Professional Development revenue by product type includes eBooks and Print Books; Online Training and
Assessment which is revenue from the sale of products and services focusing on workplace effectiveness and
career success; Publishing Rights which is revenue from the licensing of the right to republish Wiley content
either online or in print; Journal Subscriptions online and in print to professionals; and Other. Other includes
advertising revenue, distribution and agency revenue and reprint revenue. The graph below presents PD
revenue by product type for fiscal year 2013:
Other Income
4%
Journal
Subscriptions
3%
Publishing Rights
5%
Online Training &
Assessment
7%
eBooks
11%
Print Books
70%
Key growth strategies for the Professional Development business include developing and acquiring learning
applications, online training and assessment, workflow solutions to support professional career development,
developing leading brands and franchises, executing strategic acquisitions and partnerships, innovating digital
and eBook formats while expanding global discoverability and distribution and creating advertising opportunities
on the Company’s branded websites and online applications. The Company has recently executed several
initiatives focused on achieving these growth strategies which are described in more detail below.
In February 2012, Wiley acquired Inscape Holdings, Inc. (“Inscape”), a leading provider of online training and
assessment solutions, for approximately $85 million in cash, net of cash acquired. The acquisition combines
Wiley’s deep well of valuable content and global reach in leadership and training with Inscape’s technology,
distribution network, and talent expertise, including the innovative EPIC online assessment-delivery platform and
an elite global authorized distributors network of nearly 1,700 independent consultants, trainers, and coaches.
Inscape’s solution-focused products are used in thousands of organizations, including major government
agencies and Fortune 500 companies. Inscape generated revenue of $21.6 million in fiscal year 2013.
Inscape’s solutions-focused DiSC® offerings complement the products published under Wiley’s Pfeiffer brand,
such as Kouzes and Posner’s Leadership Practices Inventory®, in the growing workplace learning industry.
Through the Pfeiffer brand, Wiley has a 40-year history of serving professional development and resource
needs of learning professionals. The combined Inscape and Pfeiffer business increases the Company’s
presence in the professional development and skill assessment arena. We believe Inscape’s competitive
strengths will also advance a number of Professional Development’s major strategic goals. As a workplace
learning business with more than 50% of revenue from a proprietary digital platform, Inscape will enable Wiley
to move more rapidly into digital delivery within the growing workplace learning and assessment market and
build a significant market position in the category of leadership development. Inscape also enhances Wiley’s
global presence, serving customers around the world in more than 30 languages each year, with approximately
35% of revenue generated outside the U.S through Inscape’s global distributor network.
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In November 2012, the Company acquired Efficient Learning Systems, Inc. (“ELS”) for approximately $24 million
in cash, net of cash acquired. ELS is an e-learning system provider focused in the areas of professional finance
and accounting. ELS’ flagship product, CPAExcel, is a modular, digital platform comprised of online self-study,
videos, mobile apps, and sophisticated planning tools that has helped over 65,000 professionals prepare for the
CPA exam since 1998. The acquisition enhances Wiley’s position in the growing CPA test preparation market
and provides the Company with a scalable platform that can be leveraged globally across other areas of its
Professional Development business. ELS was generating annual revenue of approximately $7 million prior to
the acquisition and contributed $3.7 million to the Company’s fiscal year 2013 revenue since the acquisition
date.
In March 2012, the Company announced that it intended to explore opportunities to sell a number of its
consumer publishing assets in the Professional Development business as they no longer align with the
Company’s long-term business strategy. Those assets included travel (including the well-known Frommer’s
brand), culinary, general interest, nautical, pets, crafts, Webster’s New World, and CliffsNotes. During fiscal
year 2013, the Company sold substantially all of these publishing assets in a series of individual transactions for
approximately $34 million. Fiscal year 2013 and 2012 revenue associated with the operations of the assets sold
were $46 million and $73 million, respectively.
Publishing alliances and franchise products are central to the Company’s strategy. The ability to bring together
Wiley’s product development, sales, marketing, distribution and technological capabilities with a partner’s
content and brand name recognition has been a driving factor in its success. Professional Development alliance
partners include Bloomberg Press, the American Institute of Architects, the Leader to Leader Institute, Fisher
Investments, the CFA Institute, the BPO Certification Institute, Autodesk and many others.
The Company also promotes an active and growing Professional Development custom publishing program.
Custom publications are typically used by organizations for internal promotional or incentive programs. The
Company’s custom publications include digital and print books written specifically for a customer and
customizations of Professional Development’s existing publications to include custom cover art, such as
imprints, messages and slogans. Of special note are customized For Dummies publications, which leverage the
power of this well-known brand to meet the specific information needs of a wide range of organizations around
the world.
Education:
The Company’s Education business produces educational content and services including online program
management for colleges and universities and integrated online teaching and learning resources for instructors
and students. Education’s mission is to help teachers teach and students learn by delivering to students, faculty
and institutions throughout the world personalized content, tools and services that demonstrate results.
Education offers innovative products and services principally delivered through college bookstores and online
distributors, with customers having access to content in multi-media formats, as well as the traditional textbook.
Education’s cost-effective, flexible solutions are available in each of its publishing disciplines, including the
sciences, engineering, computer science, mathematics, business and accounting, statistics, geography,
hospitality and the culinary arts, education, psychology and modern languages.
Education accounted for approximately 19% of total Company revenue in fiscal year 2013 and generated
revenue growth at a compound annual rate of 7% over the past five years, including the acquisition of
Deltak.edu, LLC (“Deltak”) in fiscal year 2013.
-18-
Education revenue by product type includes eBooks and Print Textbooks; Online Program Management;
WileyPLUS, the Company’s online learning solution; revenue from the licensing of publishing content rights and
Other Nontraditional and Digital Products such as custom publishing and other content adaption’s. The graph
below presents Education revenue by product type for fiscal year 2013:
Online Program
Management
(Deltak)
10%
WileyPLUS
12%
Other Non-
Traditional and
Digital Products
13%
eBooks
7%
Publishing Rights
3%
Print Books
55%
The Company is transforming the Education business from a content publisher to an education solution
provider. Education’s key growth strategies include developing and acquiring digital products and educational
services across the educational value chain; continuing the transformation of the business from traditional print
products to digital and custom products and services; focusing on institutional relationships and direct-to-student
digital products; and developing the Company’s online institutional education model acquired with Deltak.
In October 2012, the Company acquired Deltak for approximately $220 million in cash, net of cash acquired.
Deltak works in close partnership with leading colleges and universities to develop and support online degree
and certificate programs. The acquisition positions the Company as an online education services provider and
expands the services and content value chain for how people teach and learn. Through Deltak, Wiley will now
provide a complete solution to help traditional colleges and universities transition their programs into valuable
online experiences. Deltak offers market research to validate degree or certification program demand,
instructional design, marketing, student recruitment and retention services, and access to the Deltak Engage
Learning Management System, with the goal of boosting the quality and efficacy of online and hybrid programs.
Deltak provides the Company with access to high-growth markets and a variety of capabilities and technologies
for its expansion into custom online courses and curriculum development. The acquisition will also enable
Wiley’s Education business to accelerate its digital learning strategy and diversify its service offerings to include
operational and academic solutions for higher education institutions. Wiley offers Deltak a stable base for new
program investment, the ability to accelerate growth globally, access to professional consumers and expanded
offerings of content and faculty development. Deltak currently supports more than 100 online programs and
was generating annual revenue of approximately $54 million prior to the acquisition and contributed $33.7
million to the Company’s fiscal year 2013 revenue since the acquisition date.
Strategic partnerships and relationships with companies such as Microsoft®, Blackboard and the Culinary
Institute of America are also an important component of Education’s growth strategy. The ability to join Wiley’s
product development, sales, marketing, distribution and technology with a partner’s content and/or brand name
has contributed to Education’s success.
Education offers high-quality online learning solutions including WileyPLUS, it’s research-based, online
environment for effective course teaching and learning that is integrated with a complete digital textbook.
WileyPLUS improves student learning through instant feedback, personalized learning plans, and self-
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evaluation tools and a full range of course-oriented activities, including online planning, presentations, study,
homework and testing.
Education encourages and supports the customization of its content. Wiley Custom Learning Solutions is a full-
service custom publishing program that offers an array of tools and services designed to put content creation in
instructors’ hands. Our suite of custom products empowers users to create high-quality, economical education
solutions tailored to meet individual classroom needs. Through Wiley Custom Select, a custom textbook system,
instructors can easily build print and digital materials tailored to their specific course needs and add their own
content to create a customized solution derived from one or more Wiley resources.
The Company also provides the services of the Wiley Faculty Network, a global community of faculty that offers
guidance, training, and resources. Through the Wiley Faculty Network, instructors and administrators can
collaborate with each other, attend virtual and live events, and utilize a wealth of resources all designed to help
them grow as educators. Colleagues can also benefit from taking part in the Wiley Learning Institute, an online
center for professional development offering workshops, applied learning, coaching programs, and a unique
community experience.
In a recent decision, the United States Supreme Court held that the “first sale” doctrine of US Copyright Law
applied to copies of US copyrighted material printed outside of the United States. This decision allows third
parties who purchase works meant for sale only within a particular non-US territory to resell those works in the
United States. These works are often available outside the US at prices significantly below those of the US
editions to meet local market pricing conditions.
In response to the ruling, the Company has implemented changes with respect to the sale of US originated
Global Education print works outside the United States. The Company is using a tiered approach in certain non-
US markets. In those countries where the Company has sales representatives, direct knowledge of local
consumption and face to face management of intermediaries, local pricing will be maintained. In those countries
where the Company has significant business through long standing local partners, Preferred Partner
Agreements are being executed to minimize the resale of Wiley products outside of their designated markets.
Lastly, in all non-US markets where the Company does not have sales representatives or Preferred Partner
Agreements, locally price differentiated product is not being sold or distributed. In these countries, Global
Education product is available only at North American market prices. All sales orders are now being actively
monitored for compliance with this policy. Full implementation of these measures is scheduled for completion by
30 June 2013. Additionally, all products carry RFiD (Radio Frequency Identification) tags to track the original
sale location. The Company continues to utilize global product strategies which materially differentiate key US
print titles through content adaptation and versioning.
As a result of these changes, the company expects the net difference in revenue and operating profit to be
negligible after a period of market transition. These changes are expected to reduce units sold and revenue in
non-US markets while increasing units and revenue in the US. The reduction in units, at a lower price per unit,
will occur immediately in non-US markets while the corresponding recovery of sale of units at a higher price
point of formerly cannibalized US units will follow. The timing difference is due to product available for resale
into the US will need to be exhausted over time and not replenished. A portion of the revenue and operating
income recovery will come from the difference in lower net units globally offset by higher average positive price
globally.
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Content-Enabled Products and Services:
Journal Products:
The Company publishes approximately 1,600 Research and Professional Development journals. Journal
subscription revenue and other related publishing income, such as advertising, backfile sales, the licensing of
publishing rights, journal reprints and individual article sales accounted for approximately 48% of the Company’s
consolidated fiscal year 2013 revenue. The journal portfolio includes titles owned by the Company, in which
case they may or may not be sponsored by a professional society; titles owned jointly with a professional
society; and titles owned by professional societies and published by the Company pursuant to long-term
contracts.
Societies that sponsor or own such journals generally receive a royalty and/or other consideration. The
Company may procure editorial services from such societies on a pre-negotiated fee basis. The Company also
enters into agreements with outside independent editors of journals that state the duties of the editors, and the
fees and expenses for their services. Contributors of articles to the Company’s journal portfolio transfer
publication rights to the Company or a professional society, as applicable. Journal articles may be based on
funded research through government or charitable grants. In certain cases the terms of the grant may require
the grant holder to make articles (either the published version or an earlier unedited version) available free of
charge to the general public, typically after an embargo period. Funded open access under the Company’s
Wiley Open Access and OnlineOpen business models facilitate the ability of the grant holder to comply.
The Company sells journal subscriptions directly through Company sales representatives; indirectly through
independent subscription agents; through promotional campaigns; and through memberships in professional
societies for those journals that are sponsored by societies. Journal subscriptions are primarily licensed through
contracts for online content delivered through the Company’s online platform, Wiley Online Library. Contracts
are negotiated by the Company directly with customers or their subscription agents. Licenses range from one to
three years in duration and typically cover calendar years.
Print journals are generally mailed to subscribers directly from independent printers. The Company does not
own or manage printing facilities. The print journal content is also available online via Wiley Online Library.
Subscription revenue is generally collected in advance, and deferred until the related issue is shipped or made
available online at which time the revenue is earned.
For calendar year 2013, the Company piloted an alternative journal subscription license model for a group of
customers. Under this alternative model, the Company provides access to all content published in the calendar
year and provides for recognition of revenue on a straight-line basis over the calendar year covered by the
alternative license model.
Book Products:
Book products and book related publishing revenue, such as advertising and the sale of publishing rights,
accounted for approximately 48% of the Company’s consolidated fiscal year 2013 revenue. Materials for book
publications are obtained from authors throughout most of the world through the efforts of an editorial staff,
outside editorial advisors, and advisory boards. Most materials originate with authors, or as a result of
suggestion or solicitations by editors and advisors. The Company enters into agreements with authors that state
the terms and conditions under which the materials will be published, the name in which the copyright will be
registered, the basis for any royalties, and other matters. Most of the authors are compensated by royalties,
which vary with the nature of the product. The Company may make advance payments against future royalties
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to authors of certain publications. Royalty advances are reviewed for recoverability and a reserve for loss is
maintained, if appropriate.
The Company continues to add new titles, revise existing titles, and discontinue the sale of others in the normal
course of its business, and also creates adaptations of original content for specific markets based on customer
demand. The Company’s general practice is to revise its textbooks every two to five years, if warranted, and to
revise other titles as appropriate. Subscription-based products are updated on a more frequent basis.
Professional books are sold to bookstores and online booksellers serving the general public; wholesalers who
supply such bookstores; warehouse clubs; college bookstores for their non-textbook requirements; individual
practitioners; and research institutions, libraries (including public, professional, academic, and other special
libraries), industrial organizations, and government agencies. The Company employs sales representatives who
call upon independent bookstores, national and regional chain bookstores and wholesalers. Sales of
professional books also result from direct mail campaigns, telemarketing, online access, advertising and reviews
in periodicals. Trade sales to bookstores and wholesalers are generally made on a returnable basis with certain
restrictions. The Company provides for estimated future returns on sales made during the year based on
historical return experience and current market trends.
Adopted textbooks, related supplementary material, and online products such as WileyPLUS, are sold primarily
to bookstores and online booksellers, serving both for-profit and nonprofit educational institutions. The Company
employs sales representatives who call on faculty responsible for selecting books to be used in courses, and on
the bookstores that serve such institutions and their students. Textbook sales are generally made on a
returnable basis with certain restrictions. The textbook business is seasonal, with the majority of textbook sales
occurring during the June through August and November through January periods. There are active used and
rental textbook markets, which adversely affect the sale of new textbooks.
Like most other publishers, the Company generally contracts with independent printers and binderies globally
for their services. The Company purchases its paper from independent suppliers and printers. The fiscal year
2013 weighted average U.S. paper prices decreased approximately 2% from fiscal year 2012. Approximately
65% of the Company’s paper inventory is held in the United States. Management believes that adequate
printing and binding facilities, sources of paper and other required materials are available to it, and that it is not
dependent upon any single supplier. Printed book products are distributed from both Company-operated
warehouses and independent distributors.
The Company develops content in a digital format that can be used for online and print products, resulting in
productivity and efficiency savings, and enabling print-on-demand delivery. Book content is available online
through Wiley Online Library, WileyPLUS, Custom Select and other proprietary platforms. Ebooks are delivered
to intermediaries including Amazon, Apple and Google for re-sale to individuals in various industry-standard
formats, which are now also the preferred deliverable for licensees of all types, including foreign language
publishers. Specialized formats for digital textbooks go to distributors servicing the academic market and digital
book collections are sold by subscription through independent third-party aggregators servicing distinct
communities. Custom deliverables are provided to corporations, institutions and associations to educate their
employees, generate leads for their products, and extend their brands. Content from digital books is also used
to create website articles, mobile apps, newsletters and promotional collateral. This continual re-use of content
improves margins, speeds delivery and helps satisfy a wide range of customer needs.
-22-
The Company’s online presence not only enables it to deliver content online, but also to sell more books. The
growth of online booksellers benefits the Company because they provide unlimited virtual “shelf space” for the
Company’s entire backlist.
Marketing and distribution services are made available to other publishers under agency arrangements. The
Company also engages in co-publishing of titles with international publishers and in publication of adaptations of
works from other publishers for particular markets. The Company also receives licensing revenue from
photocopies, reproductions, translations, and digital uses of its content.
Other Digital Products and Services:
Revenue from Other Digital Products and Services was approximately $64.1 million in fiscal year 2013. The
Company believes that the demand for new digital products and services will continue to increase for the
foreseeable future. In order to meet this demand and remain competitive, the Company is focused on delivering
content-enabled services which improve learning, career management and effectiveness for its target
communities. With the goal of servicing its customers across the arc of their careers the Company is creating
new revenue streams through organic development and acquisition. The Deltak, Inscape and ELS acquisitions
have enhanced the Company’s portfolio of content-enabled services and provided the Company with new
capabilities and expertise, including new channels to market and direct end-user engagement. The Inscape and
ELS acquisitions highlight the Company’s focus on providing digital content and workflow solutions around
professional career development, while the Deltak acquisition positions the Company as an online educational
solutions provider with a variety of capabilities and technologies for its expansion into custom online course and
curriculum development.
The Inscape and ELS businesses, along with the Company’s Pfeiffer brand, represent the Company’s
professional training and assessment services. These businesses offer a variety of classroom learning
solutions and e-learning activities that are delivered to customers directly through online digital delivery
platforms and also through an authorized distributor network of independent consultants, trainers and coaches.
The Company’s professional training and assessment services offer highly flexible packages and modules for its
customers that include online pre-work and profile assessments, self-study materials, online videos, mobile
apps and other sophisticated planning tools. Revenue for these products and services are deferred until the
Company’s obligation has been performed, typically when an online training program and/or assessment has
been completed or over the timeframe covered by a license to use the online training and study materials.
As student demand continues to drive traditional schools to offer online degree and certificate programs,
institutions are partnering with online program management businesses to develop and support these programs.
As a result of the Deltak acquisition, the Company has entered this high-growth market, accelerated its digital
learning strategy and diversified the service offerings of its Education business to include both operational and
academic solutions for higher education institutions. Through Deltak, the Company acquired capabilities and
technologies for its expansion into custom online course and curriculum development. Deltak’s online program
management revenue is derived from a pre-negotiated share of tuition generated from students who enroll in
programs that Deltak develops and manages for its institutional partners. Service covered under contracts with
institutions include market research, marketing, student recruitment, enrollment support, proactive retention
support, academic services to design courses and support faculty and access to the Deltak Engage Learning
Management System. Online program management revenue is deferred and recognized over the timeframe that
each student is enrolled in the online program. The Company currently supports 31 university partners with 100
online revenue generating programs and 46 programs under contract and in development but not yet generating
revenue.
-23-
Advertising Revenue:
The Company generates advertising revenue from print and online journal subscription products; its online
publishing platform, Wiley Online Library; the Wiley Job Network, a full service online job board; online events
such as webinars and virtual conferences; community interest websites such as spectroscopyNOW.com and
websites for the Company’s leading brands like Dummies.com. These revenues accounted for approximately
3% of the Company’s consolidated fiscal year 2013 revenue.
Advertisements are sold by company and independent sales representatives to advertising agencies
representing the Company’s target customers. Typical customers include worldwide pharmaceutical companies;
equipment manufacturers and distributors servicing the pharmaceutical industry; recruiters; and a variety of
businesses targeting the Company’s leading brand customers. The Company’s advertising growth strategy
focuses on increasing the volume of advertising on its online publishing platform; leveraging the brand
recognition of its titles and society partnerships; the development of new advertising products such as online
video promotions or event sponsorship arrangements; and advertising in new and emerging technologies such
as the mobile devices market (i.e. applications for smartphones and tablets).
Global Operations
The Company’s publications and services are sold throughout most of the world through operations located in
Europe, Canada, Australia, Asia, and the United States. All operations market their indigenous publications, as
well as publications produced by other parts of the Company. The Company also markets publications through
independent agents as well as independent sales representatives in countries not served by the Company. John
Wiley & Sons International Rights, Inc., a wholly owned subsidiary of the Company, sells reprint and translations
rights worldwide. The Company publishes or licenses others to publish its products, which are distributed
throughout the world in many languages. Approximately 48% of the Company’s consolidated fiscal year 2013
revenue was billed in non-U.S. markets.
The global nature of the Company’s business creates an exposure to foreign currency fluctuations relative to the
U.S dollar. Each of the Company’s geographic locations sells products worldwide in multiple currencies.
Revenue and deferred revenue, although billed in multiple currencies are accounted for in the local currency of
the selling location. Fiscal year 2013 revenue was recognized in the following currencies (on an equivalent U.S.
dollar basis): approximately 56% U.S dollar; 27% British pound sterling; 8% euro and 9% other currencies.
Competition and Economic Drivers within the Publishing Industry
The sectors of the publishing and information services industry in which the Company is engaged are
competitive. The principal competitive criteria for the publishing industry are considered to be the following:
product quality, customer service, suitability of format and subject matter, author reputation, price, timely
availability of both new titles and revisions of existing books, digital availability of published products, and timely
delivery of products to customers.
The Company is in the top rank of publishers of research journals worldwide, a leading commercial research
chemistry publisher; the leading professional society journal publisher; one of the leading publishers of
university and college textbooks and related materials for the “hardside” disciplines, (i.e. sciences, engineering,
and mathematics), and a leading publisher in its targeted Professional Development markets. The Company
knows of no reliable industry statistics that would enable it to determine its share of the various international
markets in which it operates.
-24-
Performance Measurements
The Company measures its performance based upon revenue, operating income, earnings per share and cash
flow, excluding unusual or one-time events, and considering worldwide and regional economic and market
conditions. The Company evaluates market share statistics for publishing programs in each of its businesses.
Research uses various reports to monitor competitor performance and industry financial metrics. Specifically for
Research journal titles, the ISI Impact Factor, published periodically by the Institute for Scientific Information, is
used as a key metric of a journal title’s influence in scientific publishing. For Professional Development, the
Company evaluates market share statistics periodically published by BOOKSCAN, a statistical clearinghouse for
book industry point of sale data in the United States. The statistics include survey data from all major retail
outlets, online booksellers, mass merchandisers, small chain and independent retail outlets. For Education, the
Company subscribes to Management Practices Inc., which publishes customized comparative sales reports.
Results of Operations
Throughout this report, references to amounts “excluding foreign exchange”, “currency neutral basis” and
“performance basis” exclude both foreign currency translation effects and transactional gains and losses.
Foreign currency translation effects are based on the change in average exchange rates for each reporting
period multiplied by the current period’s volume of activity in local currency for each non-U.S. location. For fiscal
years 2013 and 2012, the average exchange rates to convert British pounds sterling to U.S. dollars were 1.58
and 1.59, respectively. The average exchange rates to convert euros into U.S. dollars for the same periods
were 1.29 and 1.37, respectively. Unless otherwise noted, all variance explanations below are on a currency
neutral basis.
Fiscal Year 2013 Summary Results
Revenue:
Revenue for fiscal year 2013 decreased 1% to $1,760.8 million, but was flat excluding the unfavorable impact of
foreign exchange. Incremental revenue from the Deltak, Inscape and ELS acquisitions ($56 million) was offset
by the divestment of Professional Development (“PD”) consumer publishing programs ($27 million) and lower
other print book revenue in each of the Company’s three core businesses.
Cost of Sales and Gross Profit:
Cost of sales for fiscal year 2013 decreased 2% to $532.2 million, or 1% excluding the favorable impact of
foreign exchange. On a currency neutral basis and excluding incremental cost of sales from acquisitions ($11
million), cost of sales declined in each of the Company’s three core businesses. A decline in PD ($9 million)
principally reflects lower sales volume in the divested consumer publishing programs; a decline in Education ($5
million) was mainly driven by lower print textbook sales; and a decline in Research ($3 million) reflects the
ongoing transition to lower cost digital products, partially offset by higher royalty rates.
Gross profit for fiscal year 2013 of 69.8% was 30 basis points higher than prior year. Excluding the impact of
higher margin incremental revenue from acquisitions, gross profit margin declined 10 basis points to 69.4%
principally due to higher royalty rates.
-25-
Operating and Administrative Expenses:
Operating and administrative expenses for fiscal year 2013 increased 1% to $933.1 million, or 2% excluding the
favorable impact of foreign exchange. The increase was mainly driven by incremental operating and
administrative expenses from acquisitions ($31 million); higher technology costs ($9 million); and higher
employment costs ($4 million), partially offset by cost containment initiatives ($9 million); a reduction related to
the divestment of the PD consumer publishing programs ($8 million); lower journal and book distribution costs
due to lower volume and the migration from print to digital products ($4 million); lower facility costs ($2 million);
and a lower bad debt provision ($1 million). Prior year facility costs included duplicate rent as the Company was
transitioning to new facilities.
Restructuring Charges:
In fiscal year 2013, the Company recorded restructuring charges of $29.3 million, $19.8 million after tax ($0.33
per share), which are described in more detail below:
Restructuring and Reinvestment Program
In fiscal year 2013, the Company announced a program (the “Restructuring and Reinvestment Program”) to
restructure and realign the Company’s cost base with current and anticipated future market conditions. The
Company is targeting a majority of the cost savings achieved to improve margins and earnings, while the
remainder will be reinvested in high growth digital business opportunities. In the fourth quarter of fiscal year
2013, the Company recorded restructuring charges of $24.5 million, or $16.3 million after tax ($0.27 per share),
related to the Restructuring and Reinvestment Program. The restructuring charge includes accrued redundancy
and separation benefits of $19.1 million, process reengineering consulting costs of $2.7 million and
termination/curtailment costs related to the U.S. defined benefit pension plan of $2.7 million. Approximately
$2.9 million, $6.3 million and $1.1 million of the restructuring charge was recorded within the Research, PD, and
Education reporting segments, respectively, with the remainder recognized in Shared Service costs. The
charge is expected to be fully recovered by April 30, 2014. The Company expects to record an additional
charge or charges during fiscal year 2014 as it implements successive phases of the program. Given progress
to date, the Company expects that it will be in a position to begin implementation of the next phase of the
restructuring initiative mid-fiscal year 2014 which will generate a charge for additional employee separation-
related benefits of a similar size to that taken in the fourth quarter of fiscal year 2013.
Other Restructuring Programs
As part of the Company’s ongoing transition and transformation to digital products and services, certain
activities have been identified that will either be discontinued, outsourced, or relocated to a lower cost
region. As a result, the Company recorded a restructuring charge of approximately $4.8 million, $3.5 million
after tax ($0.06 per share), in the first quarter of fiscal year 2013 for redundancy and separation benefits.
Approximately $3.0 million, $1.3 million and $0.2 million of the restructuring charge was recorded within the
Research, PD and Education reporting segments, respectively, with the remainder recognized in Shared
Service costs. The charge is expected to be fully recovered by January 31, 2014.
Impairment Charges:
In fiscal year 2013, in conjunction with the restructuring programs the Company recognized asset impairment
charges of $30.7 million, $21.0 million after tax ($0.35 per share), which are described in more detail below:
-26-
Consumer Publishing Programs
In September 2012, the Company entered into negotiations with Houghton Mifflin Harcourt (“HMH”) regarding
the sale of the Company’s culinary, CliffsNotes, and Webster’s New World Dictionary consumer publishing
programs. As a result, the Company began accounting for these publishing programs as Assets Held for Sale
and recorded an impairment charge of $12.1 million, $7.5 million after tax ($0.12 per share), in the second
quarter of fiscal year 2013 to reduce the carrying value of the assets within these programs to their fair value
based on the estimated sales price, less costs to sell. In addition, in the second quarter of fiscal year 2013, the
Company recorded a pre-tax impairment charge of $3.4 million, or $2.1 million after tax ($0.04 per share) to
reduce the carrying value of inventory and royalty advances within its other consumer publishing programs to
their estimated realizable value.
Controlled Circulation Publishing Assets
In fiscal year 2013, the Company identified certain controlled circulation publishing programs that no longer align
with the Company’s long-term strategy and has shifted key resources from these programs to other publishing
programs within the Research business. As a result, the Company performed an impairment test on the
intangible assets related to these controlled circulation publishing programs in the fourth quarter of fiscal year
2013, which resulted in a $9.9 million impairment charge, $8.2 million after tax ($0.14 per share). The intangible
assets principally consisted of acquired publishing rights. The impairment charge resulted in a full write-off of
the carrying value of these intangible assets based on their estimated fair values as determined by the
Company.
Technology Investments
In fiscal year 2013, the Company identified certain technology investments which are no longer a long-term
strategic fit and resources supporting these investments have been shifted to other areas. As a result, the
Company recorded an asset impairment charge of $5.3 million, $3.2 million after tax ($0.05 per share), to write-
off the full carrying value of the related assets.
Amortization of Intangibles:
Amortization of intangibles increased $5.2 million to $42.0 million in fiscal year 2013. The increase was mainly
driven by incremental amortization related to the Deltak ($2.7 million) and Inscape ($2.2 million) acquisitions.
Gain (Net of Losses) on Sale of Consumer Publishing Programs:
Sale of Travel Publishing Program
On August 10, 2012, the Company entered into a definitive agreement with Google, Inc. (“Google”) for the sale
of its travel publishing program, including all of its interests in the Frommer’s, Unofficial Guides, and
WhatsonWhen brands for $22 million in cash, of which $3.3 million is held in escrow related to standard
commercial representations and warranties and is expected to be released to the Company by the end of fiscal
year 2014. The effective date of the transaction was August 31, 2012. As a result, the Company recorded a
$9.8 million gain on the sale, $6.2 million after tax ($0.10 per share), in the second quarter of fiscal year
2013. In connection with the sale, the Company also entered into a transition services agreement which will end
on December 31, 2013. Fees earned by the Company in fiscal year 2013 in connection with the service
agreement were approximately $0.5 million.
Sale of Culinary, CliffsNotes and Webster’s New World Publishing Programs
On November 5, 2012, the Company completed the sale of the Company’s culinary, CliffsNotes, and Webster’s
New World Dictionary consumer publishing programs to HMH for $11.0 million in cash, which approximated the
-27-
carrying value of related assets sold, of which $1.1 million is held in escrow related to standard commercial
representations and warranties and is expected to be released to the Company by the end of fiscal year
2014. In connection with the sale, the Company also entered into a transition services agreement which ended
in March 2013. Fees earned by the Company in fiscal year 2013 in connection with the service agreement were
approximately $1.5 million.
Sale of Other Publishing Programs
In the fourth quarter of fiscal year 2013, the Company completed the sale of its other consumer publishing
programs to multiple buyers for approximately $1 million in cash and a future royalty interest. The Company
recorded a $3.8 million loss on the sales ($3.6 million after tax or $0.06 per share).
Interest Expense/Income, Foreign Exchange and Other:
Interest expense for fiscal year 2013 increased $4.0 million to $13.1 million. Higher average debt and higher
interest rates contributed approximately $2.2 million and $1.9 million to the increase, respectively. The increase
in debt was mainly due to financing acquisitions. The Company’s average cost of borrowing during fiscal years
2013 and 2012 was 1.9% and 1.6%, respectively.
Provision for Income Taxes:
The effective tax rate for fiscal year 2013 was 22.8% compared to 21.8% in the prior year. During the first
quarters of fiscal years 2013 and 2012, the Company recorded non-cash deferred tax benefits of $8.4 million
($0.14 per share) and $8.8 million ($0.14 per share), respectively, principally associated with new tax legislation
enacted in the United Kingdom (U.K.) that reduced the U.K. statutory income tax rates by 2% in each period.
The benefits recognized by the Company reflect the measurement of all applicable U.K. deferred tax balances
to the new income tax rates. The U.K. statutory tax rate as of April 30, 2013 is 23%.
In the fourth quarter of fiscal year 2013, the Company recorded a tax charge of $2.1 million ($0.04 per share)
due to recently published IRS tax positions related to the Company’s ability to take certain deductions in the
U.S. and in the third quarter of fiscal year 2012, the Company released an income tax reserve of approximately
$7.5 million ($0.12 per share) due to the expiration of the statute of limitations. The $7.5 million was originally
recorded in conjunction with the purchase accounting for the Blackwell acquisition. Excluding the impact of the
tax benefits and tax charges described above, the Company’s effective tax rate decreased from 27.8% to 26.2%
principally due to a favorable mix of earnings that resulted from lower U.S. earnings in fiscal year 2013 and
lower U.K. tax rates.
Earnings Per Share:
Earnings per diluted share for fiscal year 2013 decreased 31% to $2.39 per share reflecting the restructuring
and impairment charges ($0.68 per share); the prior year income tax reserve release ($0.12 per share), the
current year tax charge ($0.04 per share) and the unfavorable impact of foreign exchange ($0.04 per share),
partially offset by the net gain on sale of the consumer publishing programs ($0.04 per share). Excluding these
items, earnings per diluted share decreased 7% mainly due to the divested consumer publishing programs
($0.07 per share) and lower print book revenue, partially offset by acquisitions ($0.05 per share).
Fiscal Year 2013 Segment Results:
In fiscal year 2013, the Company renamed its operating segments to better reflect its focus on providing
knowledge and knowledge-based services in areas of research, professional development and education. As a
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result, Scientific, Technical, Medical and Scholarly has been renamed Research; Professional/Trade has been
renamed Professional Development; and Global Education has been renamed Education. In fiscal year 2013,
the Company also changed its internal reporting of segment measures for the purposes of assessing
performance and making resource allocation decisions. As a result, the Company now reports on segment
performance identified as Contribution to Profit after the allocation of certain direct Shared Services and
Administrative Costs. These costs were previously reported as independent activities and not reflected within
each segment's operating results. We will continue to report total Shared Services and Administrative Costs by
function as management believes they are useful in understanding the Company’s overall performance. In
addition, management responsibility and reporting of certain Professional Development and Education product
lines were realigned as of May 1, 2012. Prior year results have been restated for comparative purposes for
each of the changes described above.
Research:
Dollars in thousands
Journal Subscriptions
Books
Other Publishing Income
TOTAL REVENUE
Cost of Sales
GROSS PROFIT
Gross Profit Margin
Direct Expenses
Amortization of Intangibles
Restructuring Charges (see Note 10)
Impairment Charges (see Note 11)
DIRECT CONTRIBUTION TO PROFIT
Direct Contribution Margin
Allocated Shared Services and Administrative Costs:
Distribution
Technology Services
Occupancy and Other
CONTRIBUTION TO PROFIT
Contribution Margin
2013
$641,584
164,750
203,491
$1,009,825
2012
$650,938
179,204
210,585
$1,040,727
(271,405)
(278,427)
738,420
73.1%
(274,714)
(26,915)
(5,911)
(9,917)
$420,963
41.7%
(46,009)
(66,105)
(22,343)
$286,506
28.4%
762,300
73.2%
(283,840)
(26,186)
-
-
$452,274
43.5%
(47,995)
(65,734)
(21,085)
$317,460
30.5%
% change
% change w/o FX (a)
0%
-7%
-1%
-2%
-1%
-8%
-3%
-3%
-3%
-3%
-3%
3%
-1%
-2%
-2%
4%
-7%
-2%
-4%
1%
6%
-10%
-3%
1%
7%
-3%
(a) Adjusted to exclude the fiscal year 2013 restructuring and impairment charges.
Revenue:
Research revenue for fiscal year 2013 decreased 3% to $1.01 billion, or 2% excluding the unfavorable impact of
foreign exchange. The decline was largely driven by lower print book revenue and other publishing income.
Journal Subscriptions
Journal subscription revenue for fiscal year 2013 decreased 1% to $641.6 million, but was flat excluding the
unfavorable impact of foreign exchange. Increased revenue from new society business ($4 million) and
subscriptions ($4 million) was offset by publication scheduling ($5 million) and the timing of revenue associated
with a pilot for a new subscription licensing model ($3 million) further described below. Calendar year 2013
-29-
journal subscription billings as of April 30, 2013 are up 3% over calendar year 2012 mainly due to new society
business and growth in the U.S. and Asia.
For calendar year 2013, the Company piloted an alternative journal subscription license model for a group of
customers. Previously, those customers’ licenses were based on a commitment by the Company to provide a
discrete number of online journal issues which provided for recognition of revenue by the Company as issues
were published. Under this alternative model, the Company provides access to all content published in the
calendar year and provides for recognition of revenue on a straight-line basis over the calendar year covered by
the alternative license model. The new licensing terms result in a $3.0 million shift of revenue from fiscal year
2013 to fiscal year 2014 but will have no impact on current or future calendar year journal revenue.
Books
Book revenue for fiscal year 2013 declined 8% to $164.8 million, or 7% excluding the unfavorable impact of
foreign exchange as lower print book revenue ($16 million) was partially offset by growth in digital books ($3
million).
Other Publishing Income
Other publishing income for fiscal year 2013 decreased 3% to $203.5 million, or 1% excluding the unfavorable
impact of foreign exchange. The decline was driven by lower sales of journal reprints ($6 million), backfiles ($4
million) and advertising ($4 million), partially offset by increased sales of publishing rights ($5 million), funded
open access ($4 million) and other fees ($2 million).
Total Research Revenue by Region (on a currency neutral basis)
Americas declined 1% to $388.2 million
EMEA decreased 2% to $557.3 million
Asia-Pacific decreased 3% to $64.3 million
Cost of Sales:
Cost of sales for fiscal year 2013 decreased 3% to $271.4 million, or 1% excluding the favorable impact of
foreign exchange. The decline was mainly driven by growth in lower cost digital products ($7 million) and lower
print volume ($4 million), partially offset by higher royalty rates on new society journals ($7 million).
Gross Profit:
Gross profit margin for fiscal year 2013 of 73.1% was 10 basis points lower than prior year mainly due to higher
royalty rates on new society journals (70 basis points), partially offset by higher margin digital products.
Direct Expenses and Amortization:
Direct expenses for fiscal year 2013 of $274.7 million decreased 3% from prior year, or 2% excluding the
favorable impact of foreign exchange. The decline was driven by cost containment initiatives ($2 million), a prior
year bad debt provision related to an outstanding receivable with a university in Iran ($1 million) and lower
employment costs ($1 million) mainly due to lower accrued incentive compensation.
Amortization of intangibles increased $0.7 million to $26.9 million in fiscal year 2013 mainly due to the
acquisition of publication rights for new society journals.
-30-
Contribution to Profit:
Contribution to profit for fiscal year 2013 decreased 10% to $286.5 million, or 3% excluding the unfavorable
impact of foreign exchange and the restructuring and impairment charges. Contribution margin declined 210
basis points to 28.4% in fiscal year 2013, or 50 basis points excluding the restructuring and impairment charges
and the unfavorable impact of foreign exchange mainly due to top-line results.
Society Partnerships
42 new society journals were signed with combined annual revenue of approximately $31 million
81 renewals/extensions were signed with approximately $52 million in combined annual revenue
4 journals were lost or not renewed with combined annual revenue of approximately $7 million
New Society Contracts
23 journals for the American Geophysical Union, the world’s leading society of Earth and space science
Journal of Brewing and Distilling and Brewer & Distiller International for the Institute of Brewing and
Distilling (IBD)
Journal of Engineering Education for the American Society for Engineering Education (ASEE)
Journal of the Experimental Analysis of Behavior (JEAB) and the Journal of Applied Behavior Analysis
(JABA) for the Society for Experimental Analysis of Behavior (SEAB)
Psychoanalytic Quarterly previously self-published
Journal of Hepato-Pancreatic-Biliary Sciences, for the Society of Hepato-Pancreatic-Biliary Surgery
(Japan)
Cell Biology International, the official journal of the International Federation for Cell Biology as well as
the open access spin off journal Cell Biology International Reports previously published by Portland
Press
Asia and the Pacific Policy Studies which is a new-start, society-funded open access journal, co-owned
with the Crawford School of Public Policy at the Australian National University
Journal of Clinical Pharmacology for the American College of Clinical Pharmacology
Mining + Geo in cooperation with the DGGT- German Society for Geotechnic
Political Science Quarterly for the Academy of Political Science
World Psychiatry for the World Psychiatric Association
Geoscience Data Journal for the Royal Meteorological Society
Australian and New Zealand Journal of Family Therapy for Australian Association of Family Therapy
Respirology Case Reports, for the Asia Pacific Society of Respirology
ACEP News for the American College of Emergency Physicians
Clinical Neurology for the Japanese Society of Neurology
Radiographer & Spectrum for five years from 2013
Sexual Medicine and Sexual Medicine Reviews a new start for the International Society for Sexual
Medicine
Acquisitions
In January 2013, Wiley acquired the assets of the FIZ Chemie Berlin, a provider of online database
products for organic and industrial chemists. The products include the ChemInform weekly abstracting
service and reaction database (CIRX), as well as the abstracting journal Chemisches Zentralblatt, the
InfoTherm database of thermophysical properties, and eLearning tools and services.
In May 2012, Wiley acquired Harlan Davidson Inc. (HDI), a small family owned publishing company in
Wheeling, IL, for approximately $1.4 million. The acquisition builds on Wiley’s existing high quality
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American History portfolio, and strengthens growing curriculum areas such as World History, Atlantic
History and State History. Fiscal year 2013 revenue generated by HDI was approximately $0.6 million.
Open Access Survey and Initiatives
In October 2012, Wiley announced the results of an author survey on open access. Over ten thousand
authors from Wiley’s journal portfolio responded to questions about gold open access, where their
institution or funding body pays a fee to ensure the article is made open access. The research
explored the factors that authors assess when deciding where to publish, and whether to publish gold
open access. Among the top factors considered by authors were the relevance and scope of the
journal, the journal’s impact factor and the international reach of the journal. Of the 10,600
respondents, 30% had published at least one gold open access paper, and 79% stated that open
access was more prevalent in their discipline than three years ago. Among authors yet to publish open
access, the list of reasons given included a lack of high profile open access journals (48%), lack of
funding (44%) and concerns about quality (34%). Authors said they would publish in an open access
journal if it had a high impact factor, if it were well regarded and if it had a rigorous peer review
process. Wiley’s open access revenue grew approximately $4 million in fiscal year 2013. An open
access option is available for individual journal articles to authors in 81% of the journals Wily publishes.
In July 2012, Wiley announced that its open access option for individual journal articles, OnlineOpen,
will be available to authors in 81% of the journals it publishes. For a publication service charge,
OnlineOpen gives authors the option to publish an open access paper in their journal of choice where it
will benefit from maximum impact. OnlineOpen, Wiley’s hybrid open access model for subscription
journals launched in 2004, is available to authors of primary research articles who wish to make their
article available to non-subscribers on publication, or whose funding agency requires grantees to
archive the final version of their article. As of April 30, 2013, OnlineOpen is available in over 1,200
subscription journals.
In June 2012, Wiley announced the creation of a new role, the Vice President and Director of Open
Access, to lead the Company’s open access initiatives. Working with colleagues, societies, funders,
and academic institutions, the role will facilitate the identification of open access opportunities and lead
the development of products, policy, technology, processes, sales, and marketing initiatives necessary
to provide first class support to authors.
Impact Factors
In July 2012, the Thomson ISI® 2011 Journal Citation Reports (JCR) showed that Wiley continues to increase
both the number and proportion of its journal titles with an impact factor, with 1,156 titles (76% of our total)
included. This is up from 73% in the 2010 report. Impact factors are a metric that reflect the frequency that
peer-reviewed journals are cited by researchers, making them an important tool for evaluating a journal’s
quality. Approximately 34% of the JCR Subject Categories have a Wiley Journal ranked in the top three.
Nobel Prize Winners
Wiley announced that eight 2012 Nobel Prize winners have published their work with Wiley. To celebrate the
achievements of all Nobel winners, Wiley is making a selection of content from this and past years’ winners of
Nobel Prizes in all areas free to access until the end of the year. Wiley-published winners include: Sir John B.
Gurdon, UK, and Professor Shinya Yamanaka, Japan, awarded the Nobel Prize in Physiology or Medicine;
Professor Robert J. Lefkowitz and Professor Brian K. Kobilka, USA, awarded the Nobel Prize in Chemistry; and
professor Serge Haroche, France, and Dr. David J. Wineland, USA, awarded the Nobel Prize in Physics. The
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Sveriges Riksbank Prize in Economic Sciences in Memory of Alfred Nobel for 2012 has been awarded jointly to
Professors Alvin E. Roth and Llyod S. Shapley, of the USA.
Global Citizenship and Research4Life
The Company and other Research4Life partners announced that they have agreed to extend their partnership
through 2020. Wiley also announced that its 12,200 online books would be made available through the
Research4Life initiatives of HINARI, AGORA and OARE, benefitting research and academic communities in 80
low- and middle-income countries. Research4Life provides 6,000 institutions in developing countries with free
or low cost access to peer-reviewed online content from the world’s leading scientific, technical and medical
publishers. The addition of Wiley’s online books brings the total number of peer reviewed scientific journals,
books and databases now available through the public-private Research4Life partnership to almost 30,000.
Professional Development (PD):
Dollars in thousands
Books
Online Training & Assessment
Other Publishing Income
TOTAL REVENUE
Cost of Sales
GROSS PROFIT
Gross Profit Margin
Direct Expenses
Amortization of Intangibles
Restructuring Charges (see Note 10)
Impairment of Consumer Publishing Programs (see Note 11)
Net Gain on Sale of Consumer Publishing Programs (see Note 5)
(153,411)
(8,092)
(7,537)
(15,521)
5,983
DIRECT CONTRIBUTION TO PROFIT
Direct Contribution Margin
Allocated Shared Services and Administrative Costs:
Distribution
Technology Services
Occupancy and Other
CONTRIBUTION TO PROFIT
Contribution Margin
$86,678
20.8%
(40,664)
(29,187)
(11,381)
$5,446
1.3%
2013
$339,693
29,854
46,948
$416,495
2012
$371,689
7,553
48,320
$427,562
(151,239)
(158,841)
265,256
63.7%
268,721
62.8%
(154,549)
(5,741)
-
-
-
$108,431
25.4%
(45,118)
(25,248)
(13,011)
$25,054
5.9%
% change
% change w/o FX (a)
-8%
-9%
-3%
-3%
-5%
-1%
-1%
41%
-2%
-2%
-4%
-1%
-1%
41%
-20%
-4%
-10%
16%
-13%
-78%
-9%
16%
-13%
-9%
(a) Adjusted to exclude the fiscal year 2013 restructuring and impairment charges and the net gain on sale of the
consumer publishing programs.
Revenue:
PD revenue for fiscal year 2013 decreased 3% to $416.5 million, or 2% excluding the unfavorable impact of
foreign exchange. Lower book revenue and other publishing income was partially offset by incremental revenue
from the acquired Inscape ($18 million) and ELS ($4 million) online training and assessment businesses. The
decline in book revenue was driven by divested consumer titles ($29 million) and continued softness in global
retail channels for print books. Ebook revenue grew 17% in fiscal year 2013 to approximately $47 million. The
-33-
decline in other publishing income reflects lower advertising ($2 million) and copyright revenue ($1 million),
partially offset by revenue from the Company’s transition services agreements related to the sales of the
consumer publishing programs ($2 million).
Total PD revenue by Region (on a currency neutral basis)
Americas fell 3% to $328.6 million
EMEA was flat at $57.2 million
Asia-Pacific fell 1% to $30.7 million
Total PD Revenue by Major Category (on a currency neutral basis)
Business grew 16% to $164.0 million, with solid growth from Inscape and the CFA product launch
Divested Consumer titles fell 38% to $45.6 million
Consumer-Lifelong Learning titles decreased 10% to $45.5 million
Technology was flat with the prior year at $86.3 million
Professional Education was flat at $27.7 million
Architecture fell 7% to $23.2 million
Psychology grew 4% to $13.4 million
Cost of Sales:
Cost of sales for fiscal year 2013 decreased 5% to $151.2 million, or 4% excluding the favorable impact of
foreign exchange. The decline was driven by lower sales volume in the divested consumer publishing programs
($12 million), partially offset by higher royalty rates ($3 million) and incremental costs from acquisitions ($2
million).
Gross Profit:
Gross profit margin for fiscal year 2013 of 63.7% was 90 basis points higher than prior year reflecting higher
margin digital revenue from acquisitions (140 basis points), partially offset by higher royalty rates.
Direct Expenses and Amortization:
Direct expenses for fiscal year 2013 decreased 1% to $153.4 million reflecting planned headcount reductions
($7 million), cost containment initiatives ($3 million) and lower incentive compensation ($1 million), partially
offset by incremental costs from acquisitions ($10 million). The divestment of the consumer publishing
programs contributed $8 million towards the improvement in direct expenses.
Amortization of intangibles increased $2.4 million to $8.1 million in fiscal year 2013 mainly due to acquired
intangible assets associated with Inscape.
Contribution to Profit:
Contribution to profit decreased $19.6 million to $5.4 million in fiscal year 2013. Contribution margin was 1.3%
compared to 5.9% in the prior year. Excluding the restructuring and impairment charges and the net gain on
sale of the consumer publishing programs the contribution margin declined 50 basis points to 5.4%, principally
due to lower print book revenue and higher technology costs, partially offset by cost containment and lower
distribution costs.
-34-
Acquisitions and Alliances
In August 2012, the Company acquired the assets of Trader’s Library for approximately $1.5 million,
assuming sales for 154 products, mostly videos. Traders' Library is a book publishing and distribution
company targeting the full spectrum of the investment arena - from individual investors and financial
advisors to professional traders.
In November 2012, the Company acquired Efficient Learning Systems, Inc. (“ELS”) an e-learning system
provider focused in the areas of professional finance and accounting, for $24 million. The acquisition
helps Wiley become a leader in the growing global online CPA exam preparation market and will
accelerate our e-learning strategies with capabilities that can be leveraged with other accounting and
financial certifications. Revenue report for fiscal year 2013 was $3.7 million, in line with expectations.
In December 2012, the Company acquired the assets of Stevenson, Inc., a leading resource for
newsletters and online events in fundraising, nonprofit management, and communications. The assets
include six well-respected newsletters and a variety of online events. The acquisition will enable Wiley to
expand its strategy for digital delivery of content to the growing nonprofit market globally, providing
practical information to nonprofit professionals.
In the third quarter of fiscal year 2013, Wiley signed a Financial Industry Regulatory Authority (FINRA)
series test preparation agreement with the Securities Institute of America (SIA) to provide preparatory
exam content for financial brokers and advisors.
Online Training and Assessment Update
The Company has merged its Inscape and Pfeiffer business into a single Workplace Learning Solutions group.
Inscape’s performance for fiscal year 2013 exceeded the company’s earnings expectations. The results reflect
the Company’s successful migration to a new 3rd generation Everything DiSC application. Year-over-year
comparative revenue growth from Inscape was 8%. Sales through Inscape’s North American distributor sales
channels grew 7.5%, while sales through other global distributor channels increased 8.9%. The Company
added a second product development studio, doubled the number of assessment-related training products
under development and added leadership focus and brand management resources to our Everything DiSC and
Leadership Challenge Lines.
The Company’s indigenous test prep program showed solid growth in fiscal year 2013 with the addition of the
Certified Managerial Accountant (CMA) exam prep to our historic and growing CPA Test Prep. Total revenue
nearly doubled to $6 million. During the year, Wiley also completed the acquisition of ELS, a provider of the full
online CPA Review course ‘CPA Excel’, which contributed revenue of $4 million to the Company’s results.
Other Product Launches
Tax Preparer launched in October 2012. RTRPTestBank.com contains 1000+ multiple choice questions
that allow users studying for the Registered Tax Return Preparer exam to create unlimited practice tests
and custom quizzes in a format similar to the actual exam. Candidates can purchase subscriptions
through the marketing website, PasstheTaxExam.com, which also sells additional products and provides
social features.
CMA Review (1st of two phases) launched in October 2012, WileyCMA.com provides Certified
Management Accountant exam candidates with review guides, practice software, study tips, and exam
resources. In partnership with the Institute of Management Accountants (“IMA”), Wiley is responsible for
production and sales of all CMA review titles.
Pfeiffer Assessment Platform Release – an upgrade in September 2012 added 2 new assessments to
the website (Treasurer Self and Treasurer 360), improved registration functionality and enhanced certain
administrative tools.
-35-
Sybex Video Training DVDs and Streaming Websites - released in September and October 2012,
these products are available as DVD-ROMs, online streaming products, or as downloadable files. Using
hands-on lessons with step-by-step instruction, the high-definition video training products cover the
essential features of the top-selling software packages from Autodesk, a software and services
developer for design, engineering and entertainment professionals.
Education:
Dollars in thousands
Print Books
Non-Traditional & Digital Content
Online Program Management (Deltak)
Other Publishing Income
TOTAL REVENUE
Cost of Sales
GROSS PROFIT
Gross Profit Margin
Direct Expenses
Amortization of Intangibles
Restructuring Charges (see Note 10)
DIRECT CONTRIBUTION TO PROFIT
Direct Contribution Margin
Allocated Shared Services and Administrative Costs:
Distribution
Technology Services
Occupancy and Other
CONTRIBUTION TO PROFIT
Contribution Margin
2013
$184,131
105,662
33,745
10,920
$334,458
2012
$215,679
88,006
-
10,768
$314,453
(109,588)
(106,128)
$224,870
67.2%
(112,779)
(6,975)
(1,288)
$103,828
31.0%
(15,277)
(30,727)
(7,079)
$50,745
15.2%
$208,325
66.2%
(95,791)
(4,823)
-
$107,711
34.3%
(15,945)
(27,572)
(5,771)
$58,423
18.6%
% change
% change w/o FX (a)
-14%
20%
-15%
20%
1%
6%
3%
8%
18%
45%
3%
7%
4%
8%
18%
45%
-4%
-2%
-4%
11%
23%
-13%
-4%
11%
23%
-11%
(a) Adjusted to exclude the fiscal year 2013 restructuring charges.
Revenue:
Education revenue for fiscal year 2013 increased 6% to $334.5 million, or 7% excluding the unfavorable impact
of foreign exchange mainly driven by incremental revenue from the Deltak acquisition ($34 million) and growth
in non-traditional and digital content, partially offset by lower revenue from print textbooks. Digital revenue,
including Deltak, grew $51.4 million in fiscal year 2013 and accounted for 30% of total Education revenue in
fiscal year 2013 as compared to 15% in the prior year.
Print Books
Print book revenue for fiscal year 2013 decreased 15% to $184.1 million, or 14% excluding the unfavorable
impact of foreign exchange. The decrease was mainly driven by enrollment declines, particularly in the for-profit
sector, and the impact of rentals on the traditional textbook business.
-36-
Non-Traditional & Digital Content
Non-traditional and digital content revenue, which includes WileyPLUS, eBooks, digital content sold directly to
institutions, binder editions and custom publishing, increased 20% to $105.7 million in fiscal year 2013. The
growth mainly reflects higher revenue from WileyPLUS and eBooks.
Total Education Revenue by Region (on a currency neutral basis)
Americas increased 11% to $250.6, including incremental Deltak revenue of $33.7 million
EMEA fell 10% to $19.4 million
Asia-Pacific fell 1% to $64.5 million
Education Revenue by Major Subject* (on a currency neutral basis)
Engineering and Computer Science grew 4% to $43.2 million
Science declined 11% to $62.2 million
Business and Accounting declined 6% to $78.6 million
Social Science declined 4% to $49.2 million
Math declined 9% to $23.6 million
Microsoft Official Academic Course (MOAC) grew 4% to $10.9 million
*The above excludes approximately $28.1 million in fiscal year 2013 revenue related to the school business
in Australia and approximately $33.7 million related to Deltak.
Cost of Sales
Cost of sales for fiscal year 2013 increased 3% to $109.6 million, or 4% excluding the favorable impact of
foreign exchange. The increase was driven by incremental costs from the Deltak acquisition ($9 million),
partially offset by lower print book volume ($4 million) and lower cost digital products ($1 million).
Gross Profit:
Gross profit margin for fiscal year 2013 improved 100 basis points to 67.2% principally due to higher margin
incremental Deltak revenue (80 basis points) and growth in digital products.
Direct Expenses and Amortization:
Direct expenses increased 18% to $112.8 million in fiscal year 2013 principally due to incremental costs from
the Deltak acquisition ($18 million) and employment costs ($3 million), partially offset by cost containment
initiatives ($3 million).
Amortization of intangibles increased $2.2 million to $7.0 million in fiscal year 2013 primarily due to acquired
intangible assets associated with Deltak.
Contribution to Profit:
Contribution to profit for fiscal year 2013 decreased 13% to $50.7 million, or 11% on a currency neutral basis
and excluding the restructuring charges. Contribution margin was 15.2% compared to 18.6% in the prior year
reflecting the restructuring charges and lower print textbook revenue. Contribution margin from Deltak of
approximately 6% reflects the continued investment in new university partner programs which are in the
development stage.
-37-
Deltak Acquisition and Update
On October 25, 2012, the Company acquired Deltak.edu (“Deltak”) for approximately $220 million, net of cash
acquired. Deltak, one of the leading Online Program Management (“OPM”) providers in the United States,
contributed $33.7 million in revenue in its first six months as a Wiley entity as compared to approximately $54
million in annual revenue at the time of acquisition. Deltak is a high-growth business that works in close
partnership with leading colleges and universities to develop and support fully online degree and certification
programs, with tuition revenue being shared by both partners under long-term contracts. The business, founded
in 1997, provides technology platforms and services including market research validating program demand,
instructional design, marketing, and student recruitment and retention services to leading national and regional
colleges and universities throughout the United States.
In the fourth quarter of fiscal year 2013, Deltak added two new university partners. Since the acquisition closed
in October, Deltak has added five new university partners, American University, Case Western Reserve
University, Queens University of Charlotte, Butler University and the University of Dayton for a total of 31. In
the fourth quarter, Deltak contracted 24 new programs from among new and existing partners. Across Deltak’s
partner base as of April 30, 2013 there are approximately 100 revenue-generating programs and 46 programs
under contract and in development but not yet generating revenue. Deltak’s business is in a period of significant
growth in market development, providing a runway for continued high growth. During the fourth quarter, the
Company received a commitment from Queens University of Charlotte for a campus-wide implementation of the
Deltak Engage Learning Management system.
Alliances
In May 2012, Wiley announced a partnership with Quantum Simulations, Inc., a developer of intelligence-based
education products and services, to offer intelligent adaptive learning and assessment software with Wiley’s
print and digital accounting
textbooks, starting with
Introductory Accounting
through
Intermediate
Accounting. Wiley and Quantum will combine advanced intelligence technology, proven pedagogical techniques
and content expertise to create individualized learning paths for every student.
Total Shared Services and Administrative Costs
Dollars in thousands
2013
2012
% Change
% Change
w/o FX
Distribution
Technology Services
Finance
Other Administration
Restructuring Charges (see Note 10)
Impairment Charges (see Note 11)
Total
$ 102,078
159,063
43,822
87,281
14,557
5,241
$ 412,042
$ 109,079
144,418
45,106
89,394
-
-
$ 387,997
-6%
10%
-3%
-2%
-6%
11%
-2%
-2%
6%
7%
Shared services and administrative costs for fiscal year 2013 increased 6% to $412.0 million mainly due to the
restructuring and impairment charges ($20 million); higher technology consulting and maintenance costs ($11
million) including incremental costs from the Deltak acquisition ($2 million); and higher employment costs ($2
million), partially offset by lower journal and book distribution costs due to the migration from print to digital
products ($4 million) and lower facility costs ($2 million). Restructuring and impairment charges by shared
service function: Distribution ($4 million), Technology Services ($10 million), Finance ($2 million) and Other
Administration ($4 million).
-38-
Liquidity and Capital Resources – Fiscal year 2013
The Company’s cash and cash equivalents balance was $334.1 million at the end of fiscal year 2013, compared
with $259.8 million a year earlier. Cash provided by operating activities in fiscal year 2013 decreased $42.6
million to $337.0 million due primarily to changes in operating assets and liabilities ($39 million) and lower net
income net of non-cash charges ($7 million), partially offset by lower royalty advance payments ($3 million).
Changes in operating assets and liabilities were primarily due to a disputed income tax deposit paid to German
tax authorities as discussed in Note 13 ($42 million), lower income taxes payable due to timing of payments and
a lower provision, and lower Accounts Payable ($10 million) due to cost containment. Partially offsetting these
were lower incentive compensation payments ($17 million), lower inventory due to the continued migration to
digital products, higher Deferred Revenue and lower Accounts Receivable due to improved collections and
lower book revenue. The increase in Deferred Revenue mainly reflects business growth.
Cash used for investing activities for fiscal year 2013 was approximately $342.5 million compared to $212.1
million in fiscal year 2012. The Company invested $263.3 million in acquisitions, net of cash acquired, compared
to $92.2 million in the prior year primarily reflecting $220.5 million for the Deltak acquisition and $23.9 million for
the ELS acquisition. During fiscal 2013 the Company received proceeds of $29.9 million from selling certain
consumer publishing assets comprised primarily of the Travel program for $22 million, and the Culinary,
CliffsNotes and Websters New World consumer publishing programs for $11 million, of which $3.3 million and
$1.1 million remain in escrow, respectively. Cash used for technology, property and equipment decreased to
$58.7 million in fiscal year 2013 compared to $67.4 million in the prior year.
Cash provided by financing activities was $90.4 million in fiscal year 2013, as compared to a use of $104.7
million in fiscal year 2012. The Company’s net debt (debt less cash and cash equivalents) increased $123.7
million from the prior fiscal end mainly due to funds borrowed to finance the acquisitions of Deltak and ELS.
These acquisitions were funded through the use of the existing credit facility and available cash and did not
have an impact on the Company’s ability to meet other operating, investing and financing needs. During fiscal
year 2013, net borrowings were $198.0 million compared to $20.8 million in the prior year period. In fiscal year
2013, the Company repurchased 1,846,873 shares at an average price of $39.92 compared to 1,864,700
shares at an average price of $46.69 in the prior year. The Company increased its quarterly dividend to
shareholders by 20% to $0.24 per share in fiscal year 2013 from $0.20 per share in the prior year. Proceeds
from stock option exercises increased $8.9 million to $24.2 million in fiscal 2013.
The notional amount of the interest rate swap agreement associated with the Term Loan and Revolving Credit
Facility was $250 million as of April 30, 2013. It is management's intention that the notional amount of the
interest rate swap be less than the Term Loan and Revolving Credit Facility outstanding during the life of the
derivative.
The Company’s operating cash flow is affected by the seasonality and timing of receipts from its Research
journal subscriptions and its Education business. Cash receipts for calendar year Research subscription
journals occur primarily from December through March. Reference is made to the Credit Risk section, which
follows, for a description of the impact on the Company as it relates to independent journal agents’ financial
position and liquidity. Sales primarily in the U.S. higher education market tend to be concentrated in June
through August, and again in November through January. Due to this seasonality, the Company normally
requires increased funds for working capital from May through September.
-39-
The Company has adequate cash and cash equivalents available, as well as short-term lines of credit to finance
its short-term seasonal working capital requirements. The Company does not have any off-balance-sheet debt.
Cash and Cash Equivalents held outside the U.S. were approximately $324.6 million as of April 30, 2013. The
balances were comprised primarily of Pound Sterling, Euros, and Australian dollars. Maintenance of these non-
U.S. dollar cash balances does not have a material impact on the liquidity or capital resources of the Company.
As described in Note 14, on October 18, 2012 the Company increased its credit limit under the Revolving Credit
Facility from $700 million to $825 million which matures on November 2, 2016. As of April 30, 2013, the
Company had approximately $673.0 million of debt outstanding and approximately $162 million of unused
borrowing capacity under the Revolving Credit and other facilities. The Company believes that operating cash
flow, together with the revolving credit facilities and other available debt financing, will be adequate to meet
operating, investing and financing needs in the foreseeable future, although there can be no assurance that
continued or increased volatility in the global capital and credit markets will not impair our ability to access these
markets on terms that are commercially acceptable.
The Company’s working capital can be negative due to the seasonality of its businesses. The primary driver of
the negative working capital is unearned deferred revenue related to subscriptions for which cash has been
collected in advance. Cash received in advance for subscriptions is used by the Company for a number of
purposes including acquisitions; debt repayments; funding operations; dividends payments; and purchasing
treasury shares. The deferred revenue will be recognized in income as the products are shipped or made
available online to the customers over the term of the subscription. Current liabilities as of April 30, 2013 include
$363.0 million of such deferred subscription revenue for which cash was collected in advance.
Projected capital spending for Technology, Property and Equipment and Composition for fiscal year 2014 is
forecast to be approximately $70 million and $49 million, respectively, primarily to create new and enhance
existing digital products and system functionality that will drive future business growth. Projected spending for
author advances, which is classified as an operating activity, for fiscal year 2014 is forecast to be approximately
$110 million.
Fiscal Year 2012 Summary Results
Throughout this report, references to amounts “excluding foreign exchange”, “currency neutral basis” and
“performance basis” exclude both foreign currency translation effects and transactional gains and losses.
Foreign currency translation effects are based on the change in average exchange rates for each reporting
period multiplied by the current period’s volume of activity in local currency for each non-U.S. location. For fiscal
years 2012 and 2011, the average exchange rates to convert British Pounds sterling to U.S. dollars were 1.59
and 1.56, respectively. The average exchange rates to convert Euros into U.S. dollars for the same periods
were 1.37 and 1.33, respectively. Unless otherwise noted, all variance explanations below are on a currency
neutral basis.
Revenue, Cost of Sales and Gross Profit:
Revenue for fiscal year 2012 increased 2% to $1,782.7 million, or 1% excluding the favorable impact of foreign
exchange. On a currency neutral basis, growth in Research was partially offset by declines in Professional
Development (“PD”) and Education.
Cost of sales for fiscal year 2012 of $543.4 million increased 1%, but was flat excluding the unfavorable impact
of foreign exchange
-40-
Gross profit margin for fiscal year 2012 of 69.5% was 40 basis points higher than prior year mainly due to
increased sales of higher margin digital products in PD and Research, partially offset by higher composition
costs in Education to support business growth. Approximately 40% of the Company’s revenue for fiscal year
2012 was generated from digital products and services, as compared to 37% in the prior year.
Operating and Administrative Expenses:
Operating and administrative expenses for fiscal year 2012 of $922.2 million were 1% higher than prior year, or
flat excluding the unfavorable impact of foreign exchange. Lower employment costs ($7 million) mainly due to
accrued incentive compensation; lower distribution costs ($4 million) and lower travel and advertising costs due
to cost containment initiatives ($3 million); were offset by higher technology costs ($13 million); and other ($1
million), mainly higher Research editorial costs to support business growth.
On February 16, 2011, Borders Group, Inc. (“Borders”) filed a petition for reorganization relief under Chapter 11
of the U.S. Bankruptcy Code. Accordingly, in fiscal year 2011 the Company recorded a pre-tax bad debt
provision of $9.3 million, or $6.0 million after tax ($0.10 per share), within the PD reporting segment related to
Borders. The provision represented the Company’s outstanding receivable with Borders, net of existing reserves
and recoveries. There were no additional charges or bad debt expense with respect to this customer.
Amortization of Intangibles:
Amortization of intangibles increased $1.5 million to $36.8 million, or $1.1 million excluding the unfavorable
impact of foreign exchange. The increase was mainly driven by incremental amortization related to the Inscape
acquisition.
Operating Income:
Operating income for fiscal year 2012 increased 13% to $280.4 million, or 6% excluding the unfavorable impact
of foreign exchange and the prior year Borders bad debt provision mainly due to the top-line results and higher
gross profit margins.
Interest Expense/Income, Foreign Exchange and Other:
Interest expense for fiscal year 2012 decreased $8.3 million to $9.0 million. Lower interest rates and lower
average debt contributed approximately $4.2 million and $4.1 million to the decrease, respectively. Losses on
foreign currency transactions primarily due to intercompany loans in currencies other than U.S. dollars were
$2.3 million and $2.2 million for fiscal years 2012 and 2011, respectively. Interest income and other for fiscal
year 2012 increased $0.6 million to $3.0 million mainly due to a favorable copyright infringement settlement
received by the Company in fiscal year 2012.
Provision for Income Taxes:
The effective tax rate for fiscal year 2012 was 21.8% compared to 25.6% in the prior year. During fiscal years
2012 and 2011, the Company recorded non-cash deferred tax benefits of $8.8 million ($0.14 per share) and
$4.2 million ($0.07 per share), respectively, principally associated with new tax legislation enacted in the U.K.
that reduced the U.K. statutory income tax rates by 2% and 1%, respectively. The benefits recognized by the
Company reflect the remeasurement of all applicable U.K. deferred tax balances to the new income tax rates as
of April 1, 2012 and 2011, respectively. In addition, in fiscal year 2012 due to the expiration of the statute of
limitations the Company also released an income tax reserve of approximately $7.5 million ($0.12 per share)
-41-
originally recorded in conjunction with the purchase accounting for the Blackwell acquisition. Excluding the tax
benefits described above, the Company’s effective tax rate for fiscal year 2012 was 27.8% compared to 27.4%
in the prior year. The increase was mainly due to state net operating loss benefits of $1.9 million ($0.03 per
share) recognized by the Company in the prior year, partially offset by higher tax benefits on non-U.S. earnings
in the current year.
Earnings Per Share:
Earnings per diluted share for fiscal years 2012 and 2011 were $3.47 and $2.80, respectively. Excluding the
effects of favorable foreign exchange ($0.08), the prior year Borders bad debt provision ($0.10), the changes in
fiscal year 2012 and 2011 deferred tax benefits associated with the U.K. corporate income tax rates ($0.07) and
the fiscal year 2012 tax reserve release ($0.12), earnings per diluted share increased 11% or $0.30 per share.
Fiscal Year 2012 Segment Results
Research:
Dollars in thousands
Journal Subscriptions
Books
Other Publishing Income
TOTAL REVENUE
Cost of Sales
GROSS PROFIT
Gross Profit Margin
Direct Expenses
Amortization of Intangibles
DIRECT CONTRIBUTION TO PROFIT
Direct Contribution Margin
Allocated Shared Services and Administrative Costs:
Distribution
Technology Services
Occupancy and Other
CONTRIBUTION TO PROFIT
Contribution Margin
Revenue:
2012
$650,938
179,204
210,585
$1,040,727
2011
$621,551
175,611
201,740
$998,902
(278,427)
(268,971)
762,300
73.2%
(283,840)
(26,186)
$452,274
43.5%
(47,995)
(65,734)
(21,085)
$317,460
30.5%
729,931
73.1%
(280,028)
(25,106)
$424,797
42.5%
(52,101)
(63,820)
(17,820)
$291,056
29.1%
% change
5%
2%
4%
4%
4%
4%
1%
4%
6%
-8%
3%
18%
9%
% change
w/o FX
2%
1%
3%
2%
2%
2%
0%
4%
4%
-9%
3%
16%
6%
Research revenue for fiscal year 2012 increased 4% to $1,040.7 million, or 2% excluding the favorable impact
of foreign exchange. The growth was driven by journal subscriptions, books and other publishing income.
Journal Subscriptions
Journal subscription revenue for fiscal year 2012 increased 5% to $650.9 million, or 2% excluding the favorable
impact of foreign exchange. The growth was mainly driven by increased subscriptions ($7 million), new society
business ($4 million) and the timing of production scheduling ($2 million). As of April 30, 2012, receipts for
calendar year 2012 journal subscriptions grew approximately 3% over calendar year 2011 with approximately
95% of expected calendar year 2012 subscription receipts received.
-42-
Books
Book revenue for fiscal year 2012 increased 2% to $179.2 million, or 1% excluding the favorable impact of
foreign exchange. The growth was driven by higher digital reference and eBook sales ($6 million) and lower
returns ($2 million), partially offset by a decline in print books ($5 million).
Other Publishing Income
Other publishing income for fiscal year 2012 of $210.6 million increased 4% over prior year, or 3% on a currency
neutral basis. The improvement was driven by increased sales of rights ($5 million), journal advertising ($2
million) and pay-per-view access ($2 million), partially offset by a decline in reprints ($1 million) and backfiles
($1 million).
Total Research Revenue by Region (on a currency neutral basis)
Americas grew 3% to $392.1 million
EMEA grew 1% to $580.9 million
Asia-Pacific grew 4% to $67.7 million
Cost of Sales:
Cost of sales for fiscal year 2012 increased 4% to $278.4 million, or 2% excluding the unfavorable impact of
foreign exchange. The increase was mainly driven by higher royalty rates, partially offset by the transition from
print to digital products.
Gross Profit:
Gross profit margin for fiscal year 2012 improved 10 basis points to 73.2%. The improvement was mainly driven
by increased sales of higher margin digital products (50 basis points), partially offset by higher royalty rates (40
basis points).
Direct Expenses and Amortization:
Direct expenses of $283.8 million increased 1% from the prior year, but was flat excluding the unfavorable
impact of foreign exchange. Lower accrued incentive compensation ($4 million) and lower travel and
advertising costs due to cost containment initiatives ($2 million) were offset by higher editorial costs ($3 million)
and additional headcount ($2 million) to support business growth; and a bad debt provision related to an
outstanding receivable with a university in Iran ($1 million).
Amortization of intangibles increased $1.1 million to $26.2 million for fiscal year 2012 mainly due to the
acquisition of publication rights for new society journals.
Contribution to Profit:
Contribution to profit increased 9% to $317.5 million, or 6% excluding the favorable impact of foreign exchange.
Contribution margin improved 140 basis points to 30.5% in fiscal year 2012. The improvement was driven by
the top-line results and higher gross profit margins.
Society Partnerships
24 new society journals were signed with combined annual revenue of approximately $9 million
103 renewals/extensions were signed with approximately $45 million in combined annual revenue
7 journals were not renewed in fiscal year 2012 which had combined annual revenue of approximately
$1 million
-43-
New Society Contracts
The Reading Teacher, Journal of Adolescent & Adult Literacy, and Reading Research Quarterly, for the
International Reading Association
TESOL Quarterly and TESOL Journal, for Teachers of English to Speakers of Other Languages
(TESOL)
The Hastings Center Report, a leading journal in applied ethics, covering areas such as bioethics and
the environment
International Journal of Pediatric Obesity, for the International Association for the Study of Obesity
Symbolic Interaction, for the Society for the Study of Symbolic Interaction
PsyCh Journal, for the Institute of Psychology, Chinese Academy of Sciences (IPCAS), China's national
psychology research institute. The journal will be the first English-language Psychology journal to
appear from China.
Four new titles added to our existing partnership with the Policy Studies Organisation: Policy & Internet,
Poverty & Public Policy, Risk, Hazards & Crisis in Public Policy, and World Medical & Health Policy.
European Journal of Pain for the European Federation of IASP Chapters (EFIC)
Pharmacotherapy, for the American College of Clinical Pharmacists
Rehabilitation Nursing Journal, for the Association of Rehabilitation Nurses (ARN)
British Journal of Educational Technology, for the British Educational Research Association (BERA)
Oceania and Archaeology in Oceania, for the University of Sydney
Biology of the Cell for the French Society for Cell Biology and the French Society for Microscopy
Journal of the American Heart Association for the American Heart Association – the first open access
online-only journal for the AHA. The online journal has been launched on-time and on-budget. This is a
new society relationship for Research.
British Educational Research Journal (BERJ) and a new-start review journal for the British Educational
Research Association (BERA). BERA is the largest educational research organization outside of the
U.S., with 1,800 members.
Obesity, for The Obesity Society
Journal for the Society for Information Display (SID)
Alliances
Strategic alliance with CECity, Inc. to provide healthcare professionals with new, customized quality and
information technology platforms that link job
learning solutions. CECity provides healthcare
performance improvement, lifelong learning, and quality reporting to drive high-quality clinical outcomes
and patient care. This partnership will employ CECity’s market-leading technology capabilities with
Wiley’s quality content to develop personalized eLearning and job performance improvement services
for healthcare professionals.
New Product and Service Launches
In September 2011, Wiley launched the Wiley Job Network – a new online recruitment tool that enables
employers to attract talented applicants from high-caliber users in science, technology, healthcare, law,
and business. Recruiters and employers who advertise jobs on our network of career sites reach a large
pool of talented professionals and specialists who are regular users of one of the world’s leading
research platforms, Wiley Online Library.
Digital Update
Digital revenue accounted for 61% of total Research revenue in fiscal year 2012.
The Wiley Job Network has surpassed 50,000 registered users and over 2 million job views since its
launch in September.
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Total articles accessed on Wiley Online Library increased 26%.
Research Journal Quality and Impact Factors
In June, Wiley announced that the number of journal titles with an impact factor in the Thomson ISI®
2010 Journal Citation Reports increased 7% to 1,087 titles, of which 317 are ranked in the top ten.
Approximately 73% of Wiley’s journal portfolio has a reported impact factor. Impact Factor is a leading
evaluator of journal influence and impact, as it reflects the frequency that peer-reviewed journals are
cited by researchers.
Professional Development (PD):
Dollars in thousands
Books
Online Training & Assessment
Other Publishing Income
TOTAL REVENUE
Cost of Sales
GROSS PROFIT
Gross Profit Margin
Direct Expenses
Amortization of Intangibles
Additional Provision for Doubtful Trade Account (see Note 12)
DIRECT CONTRIBUTION TO PROFIT
Direct Contribution Margin
Allocated Shared Services and Administrative Costs:
Distribution
Technology Services
Occupancy and Other
CONTRIBUTION TO PROFIT
Contribution Margin
2012
$371,689
7,553
48,320
$427,562
2011
$384,921
-
46,077
$430,998
(158,841)
(165,351)
268,721
62.8%
(154,549)
(5,741)
-
$108,431
25.4%
(45,118)
(25,248)
(13,011)
$25,054
5.9%
265,647
61.6%
(159,047)
(5,279)
(9,290)
$92,031
21.4%
(46,519)
(23,858)
(11,684)
9,970
2.3%
% change
% change w/o FX (a)
-4%
-3%
5%
-1%
-4%
1%
-3%
9%
5%
-1%
-4%
1%
-3%
9%
18%
7%
-3%
6%
11%
151%
-4%
5%
11%
32%
(a) Adjusted to exclude fiscal year 2011 bad debt provision of $9.3 million related to Borders.
Revenue:
PD revenue for fiscal year 2012 declined 1% to $427.6 million. On a currency neutral basis, book revenue
decreased 4% to $371.7 million, while other publishing income grew 5% to $48.3 million. The decline in book
revenue was mainly driven by softness in the consumer line ($8 million) and declines in technology and
business ($2 million). The declines in consumer, technology and business were due to the residual effects of
the Borders’ bankruptcy, including liquidation sales which we believe were completed by mid-September and
the inclusion of sales to Borders in the prior year, combined with a weak global economy and reduced shelf-
space for print titles. Online training and assessment revenue includes the incremental revenue from the
Company’s acquisition of Inscape on February 16, 2012 ($3 million). Growth in other publishing income is
primarily due to increased revenue from advertising and distribution services.
Total PD revenue by Region (on a currency neutral basis)
Americas were flat at $337.7 million
EMEA fell 5% to $58.0 million
Asia-Pacific fell 1% to $31.9 million
-45-
Total PD Revenue by Major Category (on a currency neutral basis)
Business grew 2% to $141.6 million
Consumer fell 6% to $123.1 million due in large part to Borders and the weak global economy
Technology fell 1% to $87.1 million
Professional Education was flat with the prior year at $28.0 million
Architecture was flat with the prior year at $25.0 million
Psychology declined 3% to $13.0 million
Cost of Sales:
Cost of sales for fiscal year 2012 declined 4% to $158.8 million reflecting the decline in book revenue.
Gross Profit:
Gross profit margin for fiscal year 2012 improved 120 basis points to 62.8%. The improvement was mainly
driven by increased eBook sales (70 basis points), high margin incremental revenue from the Inscape
acquisition (20 basis points) and lower composition costs (30 basis points).
Direct Expenses and Amortization:
Direct expenses for fiscal year 2012 decreased 3% to $154.5 million. The improvement was principally driven
by lower sales, marketing and advertising costs due to cost containment initiatives ($2 million), a reduction in the
bad debt provision for other retail accounts ($2 million) and lower accrued incentive compensation ($1 million).
Amortization of intangibles increased $0.5 million to $5.7 million from fiscal year 2012 mainly due to acquired
intangible assets associated with Inscape.
Contribution to Profit:
Contribution to profit for fiscal year 2012 increased 151% to $25.1 million, or 32% on a currency neutral basis
and excluding the Borders bad debt provision in the prior year. Contribution margin for fiscal year 2012 was
5.9% as compared to 2.3% in the prior year. On a currency neutral basis and excluding the Borders bad debt
provision in the prior year, contribution margin improved 150 basis points reflecting higher gross profit margins
and lower direct expenses.
Alliances
Wiley (Pfeiffer) partnered with CPP, a leader in research, training, and organizational development tools for a
jointly developed Leadership Plus Report. The product, built on the integration of Wiley's Leadership Practices
Inventory® (LPI®) and CPP's Myers-Briggs® personality assessment, combines the LPI's in-depth view of
applied leadership behavior practices through 360-degree feedback with the Myers-Briggs self-evaluation and
insight into personality.
Acquisitions
In February 2012, Wiley acquired Inscape Holdings, a leading global provider of workplace learning solutions,
for approximately $85 million in cash, net of cash acquired. The acquisition will combine Wiley's reservoir of
valuable content and global reach in leadership and training with Inscape's technology, distribution network, and
talent expertise, including the innovative EPIC online assessment-delivery platform and an elite network of
nearly 1,700 independent consultants, trainers, and coaches. Inscape was generating approximately $20 million
-46-
annually in revenue prior to the acquisition. Inscape derives approximately two-thirds of its revenue from digital
products and services.
Consumer Divestiture
In March 2012, Wiley announced that it intends to explore opportunities to sell a number of its consumer print
and digital publishing assets as they no longer align with the company’s long-term strategy. Fiscal Year 2012
revenue associated with the assets to be sold was approximately $80 million with a direct contribution to profit,
before shared-service expenses, of approximately $6 million. Assets include travel (including the well-known
Frommer’s brand), culinary, general interest, nautical, pets, crafts, Webster’s New World, and Cliff’s Notes.
Wiley will re-deploy resources in its Professional Development business to build on its global market-leading
positions in business, finance, accounting, leadership, technology, architecture, psychology, education, and
through the For Dummies brand.
Digital Update
Digital revenue includes eBooks, online advertising, content-enabled services and content licensing.
Digital revenue accounted for 15% of total PD revenue, up from 10% in the prior year.
eBook sales increased approximately 70% over prior year to approximately $40 million, or 9% of total
PD revenue. Strong eBook growth came from all accounts, notably Amazon, Barnes and Noble and
Apple.
Education:
Dollars in thousands
Print Books
Non-Traditional & Digital Content
Other Publishing Income
TOTAL REVENUE
Cost of Sales
GROSS PROFIT
Gross Profit Margin
Direct Expenses
Amortization of Intangibles
DIRECT CONTRIBUTION TO PROFIT
Direct Contribution Margin
Allocated Shared Services and Administrative Costs:
Distribution
Technology Services
Occupancy and Other
CONTRIBUTION TO PROFIT
Contribution Margin
Revenue:
2012
$215,679
88,006
10,768
$314,453
2011
$219,082
83,893
9,676
$312,651
(106,128)
(104,721)
$208,325
66.2%
(95,791)
(4,823)
$107,711
34.3%
(15,945)
(27,572)
(5,771)
$58,423
18.6%
$207,930
66.5%
(98,583)
(4,838)
$104,509
33.4%
(14,393)
(21,840)
(5,179)
$63,097
20.2%
% change
-2%
5%
11%
1%
1%
0%
-3%
0%
3%
11%
26%
11%
-7%
% change
w/o FX
-3%
5%
6%
-1%
0%
-1%
-4%
0%
2%
8%
26%
8%
-9%
Education revenue for fiscal year 2012 increased 1% to $314.5 million, but declined 1% excluding the favorable
impact of foreign exchange. The decline reflects lower revenue from print books, partially offset by growth in
non-traditional and digital content revenue and other publishing income.
-47-
Print Books
Print book revenue for fiscal year 2012 decreased 2% to $215.7 million, or 3% excluding the favorable impact of
foreign exchange. The decline was driven by lower enrollments in for-profit institutions due to government
scrutiny over recruiting practices, prior year rental stock build-up and lower demand outside the U.S.
Non-Traditional & Digital Content
Non-traditional and digital content revenue, which includes WileyPLUS, eBooks, digital content sold directly to
institutions, binder editions and custom publishing, increased 5% to $88.0 million in fiscal year 2012. The
growth was principally driven by increased sales of custom textbooks and eBooks, which grew 36% over prior
year.
Total Education Revenue by Region (on a currency neutral basis)
Americas grew 1% to $226.9 million
EMEA fell 9% to $21.7 million
Asia-Pacific fell 3% to $65.8 million
Total Education Revenue by Major Subject (on a currency neutral basis)
Engineering and Computer Science fell 1% to $41.8 million
Science grew 3% to $70.1 million
Business and Accounting was flat with the prior year at $84.0 million
Social Science declined 6% to $51.4 million
Math fell 4% to $25.9 million
Microsoft Official Academic Couse (MOAC) decreased 4% to $10.6 million
Cost of Sales:
Cost of sales increased 1% to $106.1 million, but was flat excluding the unfavorable impact of foreign exchange.
Gross Profit:
Gross profit margin for fiscal year 2012 declined 30 basis points to 66.4% principally due to higher composition
costs.
Direct Expenses and Amortization:
Direct expenses for fiscal year 2012 decreased 3% to $95.8 million, or 4% excluding the unfavorable impact of
foreign exchange. The decrease was mainly driven by lower employment costs mainly due to accrued incentive
compensation ($5 million), partially offset by higher sales and marketing costs ($1 million). Amortization of
intangibles was flat for fiscal year 2012 at $4.8 million.
Contribution to Profit:
Contribution to profit for fiscal year 2012 decreased 7% to $58.4 million, or 9% excluding the favorable impact of
foreign exchange. Contribution margin fell 160 basis points to 18.6% in fiscal year 2012 mainly due to higher
technology and distribution costs.
Acquisitions and Alliances
An alliance agreement was signed with Blackboard, which will provide instructors and students with
direct access to WileyPLUS through the Blackboard learning management system. The collaboration will
provide a seamless experience between Wiley course materials and the campus environment. In
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addition, thirty-one institutions are evaluating a new integration for using digital learning content from
Wiley with Blackboard Inc.’s learning management system (LMS). The field trial gives students and
faculty access to Wiley’s rich collection of learning content and tools directly within their online course
environment. The field trial involves students, faculty and campus administrators across 42 courses at
two and four-year higher education institutions in the U.S. and Canada. The integration is expected to be
fully available globally in summer 2012. In March 2012, the Company signed a new partnership with the
National Environmental Health Association (NEHA), MindLeaders, and Prometric to offer Food Safety
training and certification. The three partners are leaders in their fields: NEHA is a 70-year old
association of health departments, concentrating on the inspection of restaurants and foodservice
operations in the area of food safety; MindLeaders is a global e-Learning company; and Prometric is a
worldwide leader in testing and certification.
Wiley acquired the newsletter National Teaching & Learning Forum (NTLF) and launched two 2012
NTLF issues on Wiley Online Library in March. The NTLF is a subscription fee-based newsletter that
serves to “create a sustained and sustaining conversation about teaching and learning.”
Wiley Learning Institute
In February 2012, Wiley announced the launch of Wiley Learning Institute™ (www.WileyLearningInstitute.com),
a new service center that provides essential knowledge, ideas, and best practices to promote professional
learning for faculty and campus leaders. The online center leverages content, expertise, and resources from
across Wiley's global businesses to enable them to excel in their work, fulfill the education mission of their
institutions, and provide additional opportunities to enhance teaching and learning. Wiley Learning Institute
employs the latest technologies to provide participants with interactive workshops, applied learning labs, one-
on-one coaching programs, and an online, collaborative community of researchers, thought leaders, and
professionals across multiple disciplines.
Digital Update
Digital revenue accounted for 16% of Education’s business in fiscal year 2012.
Revenue for WileyPLUS fell 2% to approximately $32 million mainly due to a sharp decline in for-profit
enrolment.
eBook sales grew 36% to approximately $17 million.
Total Shared Services and Administrative Costs
Dollars in thousands
Distribution
Technology Services
Finance
Other Administration
Total
2012
2011
% Change
% Change
w/o FX
$ 109,079
144,418
45,106
89,394
$ 387,997
$ 113,010
125,766
45,243
89,170
$ 373,189
-3%
15%
0%
0%
4%
-5%
14%
-2%
-1%
3%
Shared services and administrative costs for fiscal year 2012 increased 4% to $388.0 million, or 3% excluding
the unfavorable impact of foreign exchange. The increase mainly reflects higher technology costs to support
investments in digital products and infrastructure ($13 million) and higher employment costs due to new hires
and merit increases ($7 million). These increases were partially offset by lower accrued incentive compensation
($6 million), lower distribution costs due to the continued migration from print to digital products ($4 million) and
other ($1 million), mainly lower professional fees.
-49-
Liquidity and Capital Resources – Fiscal year 2012
The Company’s cash and cash equivalents balance was $259.8 million at the end of fiscal year 2012, compared
with $201.9 million a year earlier. Cash provided by operating activities in fiscal year 2012 increased $4.0 million
to $379.6 million due primarily to higher net income net of non-cash charges ($24 million), mostly offset by
changes in operating assets and liabilities ($13 million) and higher royalty advance payments ($7 million).
Changes in operating assets and liabilities were primarily due to lower accrued expenses ($29 million)
principally accrued incentive compensation; lower Deferred Revenue ($13 million) and lower royalties payable
($7 million) due to higher royalty advance payments, partially offset by lower Accounts Receivable ($15 million)
due to improved collections, higher income taxes payable ($12 million) and lower inventories ($3 million). The
decrease in Deferred Revenue reflects the timing of subscription cash collections primarily due to accelerated
collections in the prior year.
Cash used for investing activities for fiscal year 2012 was approximately $212.0 million compared to $113.0
million in fiscal year 2011. The Company invested $92.2 million in the acquisition of publishing businesses,
assets and rights compared to $7.2 million in the prior year primarily reflecting the $85 million paid for the
Inscape acquisition (See Note 4). This acquisition was funded through the use of the existing credit facility and
available cash and did not have an impact on the Company’s ability to meet other operating, investing and
financing needs. Cash used for technology, property and equipment increased $12.9 million in fiscal year 2012
versus the prior year mainly reflecting increased investments in technology to support new products and
business growth and leasehold improvements on new facilities.
Cash used in financing activities was $104.7 million in fiscal year 2012, as compared to $230.0 million in fiscal
year 2011. The Company’s net debt (debt less cash and cash equivalents) decreased $37.2 million from the
prior fiscal year end. During fiscal year 2012, net borrowings were $20.8 million compared to net payments of
$194.8 million in the prior year period. In fiscal 2012, cash was used primarily to fund the Inscape acquisition,
repurchase treasury shares and pay dividends to shareholders, partially offset by proceeds on stock option
exercises. In fiscal year 2012, the Company repurchased 1,864,700 shares at an average price of $46.69
compared to 577,405 shares at an average price of $48.42 in the prior year. The Company increased its
quarterly dividend to shareholders by 25% to $0.20 per share in fiscal year 2012 from $0.16 per share in the
prior year. Proceeds from stock option exercises decreased $12.5 million to $15.3 million in fiscal 2012.
On November 2, 2011, the Company amended and restated its existing credit facility with Bank of America -
Merrill Lynch and The Royal Bank of Scotland plc as joint lead arrangers and Bank of America as administrative
agent. The new agreement consists of a $700 million five-year senior revolving credit facility, which can be
drawn in multiple currencies. The proceeds of the new revolving credit facility were used to pay down the
Company’s prior credit facility and meet seasonal operating cash requirements. The Company also has the
option to request a credit limit increase of up to $250 million in minimum increments of $50 million, subject to the
approval of the lenders. The amended credit agreement contains certain restrictive covenants related to the
Company’s consolidated leverage ratio and interest coverage ratio. Due to the fact that there are no principal
payments due until the end of the amended agreement in fiscal year 2017, the Company has classified its entire
debt obligation as long-term as of April 30, 2012. See Note 14 for further discussion of the debt arrangement.
The aggregate notional amount of interest rate swap agreements associated with the Term Loan and Revolving
Credit Facility were $375.0 million as of April 30, 2012. It is management's intention that the notional amount of
the interest rate swap be less than the Term Loan and Revolving Credit Facility outstanding during the life of the
derivatives.
-50-
The Company’s operating cash flow is affected by the seasonality and timing of receipts from its Research
journal subscriptions and its Education business. Cash receipts for calendar year Research subscription
journals occur primarily from December through March. Reference is made to the Credit Risk section, which
follows, for a description of the impact on the Company as it relates to independent journal agents’ financial
position and liquidity. Sales primarily in the U.S. higher education market tend to be concentrated in June
through August, and again in November through January. Due to this seasonality, the Company normally
requires increased funds for working capital from May through September.
The Company has adequate cash and cash equivalents available, as well as short-term lines of credit to finance
its short-term seasonal working capital requirements. The Company does not have any off-balance-sheet debt.
Cash and Cash Equivalents held outside the U.S. were approximately $253.7 million as of April 30, 2012. The
balances were comprised primarily of Euros, Pound Sterling, and Australian dollars. Maintenance of these non-
U.S. dollar cash balances does not have a material impact on the liquidity or capital resources of the Company.
As of April 30, 2012, the Company had approximately $475.0 million of debt outstanding and approximately
$235 million of unused borrowing capacity under the Revolving Credit Facility which is described in Note 14 and
matures on November 2, 2016. We believe that our operating cash flow, together with our revolving credit
facilities and other available debt financing, will be adequate to meet our operating, investing and financing
needs in the foreseeable future, although there can be no assurance that continued or increased volatility in the
global capital and credit markets will not impair our ability to access these markets on terms commercially
acceptable to us or at all.
The primary driver of the negative working capital is unearned deferred revenue related to subscriptions for
which cash has been collected in advance. Cash received in advance for subscriptions is used by the Company
for a number of purposes including acquisitions; debt repayments; funding operations; dividends payments; and
purchasing treasury shares. The deferred revenue will be recognized in income as the products are shipped or
made available online to the customers over the term of the subscription. Current liabilities as of April 30, 2012
include $342.0 million of such deferred subscription revenue for which cash was collected in advance.
Critical Accounting Policies and Estimates
The preparation of the Company’s financial statements in conformity with accounting principles generally
accepted in the U.S. requires management to make estimates and assumptions that affect the reported amount
of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the financial statements,
and reported amounts of revenue and expenses during the reporting period. Management continually evaluates
the basis for its estimates. Actual results could differ from those estimates, which could affect the reported
results. Note 2 of the “Notes to Consolidated Financial Statements” includes a summary of the significant
accounting policies and methods used in preparation of our Consolidated Financial Statements. Set forth below
is a discussion of the Company’s more critical accounting policies and methods.
Revenue Recognition: The Company recognizes revenue when the following criteria are met: persuasive
evidence that an arrangement exists; delivery has occurred or services have been rendered; the price to the
customer is fixed or determinable; and collectability is reasonably assured. If all of the above criteria have been
met, revenue is recognized upon shipment of products or when services have been rendered. Subscription
revenue is generally collected in advance. The prepayment is deferred and recognized as earned primarily
when the related issue is shipped or made available online over the term of the subscription. For calendar year
2013, the Company piloted an alternative journal subscription license model for a group of customers.
Previously, those customers’ licenses were based on a commitment by the Company to provide a discrete
-51-
number of online journal issues which provided for recognition of revenue by the Company as issues were
published. Under this alternative model, the Company provides access to all content published in the calendar
year and provides for recognition of revenue on a straight-line basis over the calendar year covered by the
alternative license model. Collectability is evaluated based on the amount involved, the credit history of the
customer, and the status of the customer’s account with the Company.
When a product is sold with multiple deliverables, the Company accounts for each deliverable within the
arrangement as a separate unit of accounting due to the fact that each deliverable is also sold on a stand-alone
basis. The total consideration of a multiple-element arrangement is allocated to each unit of accounting based
on the price charged by the Company when it is sold separately. The Company’s multiple deliverable
arrangements principally include WileyPLUS, the online teaching and learning environment for the Company’s
Education business which also includes a complete print or digital textbook for the course, as well as negotiated
licenses for bundles of electronic content available on Wiley Online Library, the online publishing platform for the
Company’s Research business.
When the Company’s electronic content is sold through a third party, the Company is generally not the primary
obligor within the arrangement since it typically is not responsible for fulfilling the customer’s order or handling
any customer requests or claims. Accordingly, the Company will recognize revenue for the sale of its electronic
content through third parties based on the amount billed to the end customer, net of any commission owed to
the third party seller of the content. Revenue is also reported net of any amounts billed to customers for taxes
which are remitted to government authorities.
Allowance for Doubtful Accounts: The estimated allowance for doubtful accounts is based on a review of the
aging of the accounts receivable balances, historical write-off experience, credit evaluations of customers and
current market conditions. A change in the evaluation of a customer’s credit could affect the estimated
allowance. The allowance for doubtful accounts is shown as a reduction of Accounts Receivable in the
Consolidated Statements of Financial Position and amounted to $7.4 million and $6.9 million as of April 30,
2013 and 2012, respectively.
Sales Return Reserve: The estimated allowance for sales returns is based on a review of the historical return
patterns, as well as current market trends in the businesses in which we operate. Associated with the estimated
sales return reserves, the Company also includes a related reduction in inventory and royalty costs as a result of
the expected returns.
Net sales return reserves amounted to $31.8 million and $35.8 million as of April 30, 2013 and 2012,
respectively. The reserves are reflected in the following accounts of the Consolidated Statements of Financial
Position – increase (decrease):
Accounts Receivable
Inventory
Accounts and Royalties Payable
Decrease in Net Assets
2013
$(44,279)
6,862
(5,583)
$(31,834)
2012
$(48,612)
7,246
(5,593)
$(35,773)
The decrease in the sales return reserve was principally driven by the Company’s continuing migration to
eBooks and lower print sales, including the divested consumer publishing titles. A one percent change in the
estimated sales return rate could affect net income by approximately $2.9 million. A change in the pattern or
trends in returns could affect the estimated allowance.
-52-
Reserve for Inventory Obsolescence: Inventories are carried at the lower of cost or market. A reserve for
inventory obsolescence is estimated based on a review of damaged, obsolete, or otherwise unsalable inventory.
The review encompasses historical unit sales trends by title; current market conditions, including estimates of
customer demand compared to the number of units currently on hand; and publication revision cycles. A change
in sales trends could affect the estimated reserve. The inventory obsolescence reserve is reported as a
reduction of the Inventory balance in the Consolidated Statements of Financial Position and amounted to $28.2
million and $33.9 million as of April 30, 2013 and 2012, respectively. The decrease in the inventory
obsolescence reserve was principally driven by the divestment of Professional Development consumer
publishing programs in fiscal year 2013 as discussed in Note 5.
Allocation of Acquisition Purchase Price to Assets Acquired and Liabilities Assumed: In connection with
acquisitions, the Company allocates the cost of the acquisition to the assets acquired and the liabilities assumed
based on the estimates of fair value for such items, including intangible assets and technology acquired. Such
estimates include discounted estimated cash flows to be generated by those assets and the expected useful
lives based on historical experience, current market trends, and synergies to be achieved from the acquisition
and expected tax basis of assets acquired. The Company may use an independent appraiser to assist in the
determination of such estimates.
Goodwill and Intangible Assets: Goodwill is the excess of the purchase price paid over the fair value of the net
assets of the business acquired. Intangible assets principally consist of brands, trademarks, content and
publication rights, customer relationships and non-compete agreements. Goodwill and indefinite-lived intangible
assets are not amortized but are reviewed annually for impairment, or more frequently if events or changes in
circumstances indicate the asset might be impaired. The fair values of the Company’s reporting units are
substantially in excess of their carrying values. Finite-lived intangible assets are amortized over their estimated
useful lives. Content and publication rights, trademarks, customer relationships and brands with finite lives are
amortized on a straight-line basis over periods ranging from 5 to 40 years. Non-compete agreements are
amortized over the terms of the individual agreement, generally up to 5 years.
Impairment of Long-Lived Assets: Assets with finite lives are only evaluated for impairment upon a significant
change in the operating or macroeconomic environment. In these circumstances, if an evaluation of the
projected undiscounted cash flows indicates impairment, the asset is written down to its estimated fair value
based on the discounted future cash flows.
Share-Based Compensation: The Company recognizes share-based compensation expense based on the fair
value of the share-based awards on the grant date, reduced by an estimate of future forfeited awards. As such,
share-based compensation expense is only recognized for those awards that are expected to ultimately vest.
The fair value of share-based awards is recognized in net income on a straight-line basis over the requisite
service period. The grant date fair value for stock options is estimated using the Black-Scholes option-pricing
model. The determination of the assumptions used in the Black-Scholes model requires the Company to make
significant judgments and estimates, which include the expected life of an option, the expected volatility of the
Company’s Common Stock over the estimated life of the option, a risk-free interest rate and the expected
dividend yield. Judgment is also required in estimating the amount of share-based awards that may be forfeited.
Share-based compensation expense associated with performance-based stock awards is based on actual
financial results for targets established three years in advance. The cumulative effect on current and prior
periods of a change in the estimated number of performance share awards, or estimated forfeiture rate, is
recognized as an adjustment to earnings in the period of the revision. If actual results differ significantly from
estimates, the Company’s share-based compensation expense and results of operations could be impacted.
-53-
Retirement Plans: The Company provides defined benefit pension plans for the majority of its employees
worldwide. The accounting for benefit plans is highly dependent on assumptions concerning the outcome of
future events and circumstances, including compensation increases, long-term return rates on pension plan
assets, healthcare cost trends, discount rates and other factors. In determining such assumptions, the Company
consults with outside actuaries and other advisors. The discount rates for the U.S. and Canadian pension plans
are based on the derivation of a single-equivalent discount rate using a standard spot rate curve and the timing
of expected payments as of the balance sheet date. The spot rate curve is based upon a portfolio of Moody’s-
rated Aa3 (or higher) corporate bonds. The discount rates for other non-U.S. plans are based on similar
published indices with durations comparable to that of each plan’s liabilities. The expected long-term rates of
return on pension plan assets are estimated using market benchmarks for equities, real estate and bonds
applied to each plan’s target asset allocation and are estimated by asset class including an anticipated inflation
rate. The expected long-term rates are then compared to the historic investment performance of the plan assets
as well as future expectations and estimated through consultation with investment advisors and actuaries.
Salary growth and healthcare cost trend assumptions are based on the Company’s historical experience and
future outlook. While the Company believes that the assumptions used in these calculations are reasonable,
differences in actual experience or changes in assumptions could materially affect the expense and liabilities
related to the defined benefit pension plans of the Company. A hypothetical one percent change in the discount
rate would impact net income and the accrued pension liability by approximately $6.7 million and $121.7 million,
respectively. A one percent change in the expected long term rate of return would affect net income by
approximately $2.7 million.
Recently Issued Accounting Standards: There have been no new accounting standards issued that have had,
or are expected to have a material impact on the Company’s consolidated financial statements.
Contractual Obligations and Commercial Commitments
A summary of contractual obligations and commercial commitments, excluding unrecognized tax benefits further
described in Note 13, as of April 30, 2013 is as follows (in thousands):
Payments Due by Period
Total
Within
Year 1
2-3
Years
4-5
Years
After 5
Years
Total Debt
$673.0
$ -
$ -
$673.0
$ -
Interest on Debt1
$35.1
$10.6
$19.7
$4.8
$ -
Non-Cancelable Leases
$230.5
$41.1
$75.3
$59.4
$54.7
Minimum Royalty Obligations
$289.3
$69.7
$116.4
$78.2
$25.0
Other Operating Commitments
$31.3
$5.9
$13.0
$12.4
$ -
Total
$1,259.2
$127.3
$224.4
$827.8
$79.7
1 Interest on Debt includes the effect of the Company’s interest rate swap agreements and the estimated future interest
payments on the Company’s unhedged variable rate debt, assuming that the interest rates as of April 30, 2013 remain
constant until the maturity of the debt.
-54-
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to market risk primarily related to interest rates, foreign exchange, and credit risk. It is
the Company’s policy to monitor these exposures and to use derivative financial investments and/or insurance
contracts from time to time to reduce fluctuations in earnings and cash flows when it is deemed appropriate to
do so. The Company does not use derivative financial instruments for trading or speculative purposes.
Interest Rates:
The Company had $673.0 million of variable rate loans outstanding at April 30, 2013, which approximated fair
value. On March 30, 2012, the Company entered into an interest rate swap agreement which fixed a portion of
the variable interest due on its variable rate loans outstanding. Under the terms of the agreement, the Company
pays a fixed rate of 0.645% and receives a variable rate of interest based on one month LIBOR (as defined)
from the counterparty which is reset every month for a three-year period ending March 31, 2015. As of April 30,
2013, the notional amount of the interest rate swap was $250.0 million.
It is management’s intention that the notional amount of interest rate swaps be less than the variable rate loans
outstanding during the life of the derivatives. During fiscal year 2013, the Company recognized a loss on its
hedge contracts of approximately $1.6 million which is reflected in Interest Expense in the Consolidated
Statements of Income. At April 30, 2013, the fair value of the outstanding interest rate swap was a deferred loss
of $1.6 million and was recorded in Other Long-Term Liabilities in the Consolidated Statements of Financial
Position. On an annual basis, a hypothetical one percent change in interest rates for the $423.0 million of
unhedged variable rate debt as of April 30, 2013 would affect net income and cash flow by approximately $2.6
million.
Foreign Exchange Rates:
Fluctuations in the currencies of countries where the Company operates outside the U.S. may have a significant
impact on financial results. The Company is primarily exposed to movements in British pound sterling, euros,
Canadian and Australian dollars, and certain currencies in Asia. The Statements of Financial Position of non-
U.S. business units are translated into U.S. dollars using period-end exchange rates for assets and liabilities
and weighted-average exchange rates for revenues and expenses. Fiscal year 2013 revenue was recognized
in the following currencies: approximately 56% U.S dollar; 27% British pound sterling; 8% euro and 9% other
currencies.
The Company’s significant investments in non-U.S. businesses are exposed to foreign currency risk.
Adjustments resulting from translating assets and liabilities are reported as a separate component of
Accumulated Other Comprehensive Loss within Shareholders’ Equity under the caption Foreign Currency
Translation Adjustment. During fiscal year 2013, the Company recorded foreign currency translation losses in
other comprehensive income of approximately $38.6 million primarily as a result of the strengthening of the U.S.
dollar relative to the British pound sterling and euro.
Exchange rate gains or losses related to foreign currency transactions are recognized as transaction gains or
losses in the Consolidated Statements of Income as incurred. Under certain circumstances, the Company may
enter into derivative financial instruments in the form of foreign currency forward contracts to hedge against
specific transactions, including intercompany purchases and loans. The Company does not use derivative
financial instruments for trading or speculative purposes.
-55-
The Company may enter into forward exchange contracts to manage the Company’s exposure on certain
foreign currency denominated assets and liabilities. The forward exchange contracts are marked to market
through Foreign Exchange Transaction Gains and Losses on the Consolidated Statements of Income, and
carried at their fair value on the Consolidated Statements of Financial Position. Foreign currency denominated
assets and liabilities are remeasured at spot rates in effect on the balance sheet date, with the effects of
changes in spot rates reported in Foreign Exchange Transaction Gains and Losses. As of April 30, 2013, there
was one open forward exchange contract with a notional amount in U.S. dollars of approximately $30.0 million.
The Company did not maintain any open forward contracts as of April 30, 2012. During fiscal years 2011
through 2013, the Company did not designate any forward exchange contracts as hedges under current
accounting standards as the benefits of doing so were not material due to the short-term nature of the
contracts. The fair value changes in the forward exchange contracts substantially mitigated the changes in the
value of the applicable foreign currency denominated assets and liabilities. As of April 30, 2013, the fair value of
the open forward contract was a gain of approximately $0.1 million, which was measured on a recurring basis
using Level 2 inputs and recorded within the Prepaid and Other line item on the Consolidated Statements of
Financial Position. For fiscal years 2013, 2012 and 2011, the gains/(losses) recognized on the forward
contracts were $(0.6) million, $2.4 million and $0.6 million, respectively.
Customer Credit Risk:
In the journal publishing business, subscriptions are primarily sourced through journal subscription agents who,
acting as agents for library customers, facilitate ordering by consolidating the subscription orders/billings of each
subscriber with various publishers. Cash is generally collected in advance from subscribers by the subscription
agents and is principally remitted to the Company between the months of December and March. Although at
fiscal year-end the Company had minimal credit risk exposure to these agents, future calendar-year subscription
receipts from these agents are highly dependent on their financial condition and liquidity. Subscription agents
account for approximately 24% of total annual consolidated revenue and no one agent accounts for more than
10% of total annual consolidated revenue.
The Company’s book business is not dependent upon a single customer; however, the industry is concentrated
in national, regional, and online bookstore chains. Although no one book customer accounts for more than 10%
of total consolidated revenue and 14% of accounts receivable at April 30, 2013, the top 10 book customers
account for approximately 19% of total consolidated revenue and approximately 38% of accounts receivable at
April 30, 2013.
Disclosure of Certain Activities Relating to Iran:
The European Union, Canada and United States have imposed sanctions on business relationships with Iran,
including restrictions on financial transactions and prohibitions on direct and indirect trading with listed
“designated persons.” In fiscal year 2013, the Company recorded revenue and net profits of approximately $0.2
million and $0.1 million, respectively, related to the sale of scientific and medical content to certain publicly
funded universities, hospitals and institutions that meet the definition of the “Government of Iran” as defined
under section 560.304 of title 31, Code of Federal Regulations. The Company has assessed its business
relationship and transactions with Iran and believes it is in compliance with the regulations governing the
sanctions. The Company intends to continue in these or similar sales as long as they continue to be consistent
with all applicable sanctions-related regulations.
-56-
“Safe Harbor” Statement Under the
Private Securities Litigation Reform Act of 1995
This report contains certain forward-looking statements concerning the Company’s operations, performance,
and financial condition. Reliance should not be placed on forward-looking statements, as actual results may
differ materially from those in any forward-looking statements. Any such forward-looking statements are based
upon a number of assumptions and estimates that are inherently subject to uncertainties and contingencies,
many of which are beyond the control of the Company, and are subject to change based on many important
factors. Such factors include, but are not limited to (i) the level of investment in new technologies and products;
(ii) subscriber renewal rates for the Company’s journals; (iii) the financial stability and liquidity of journal
subscription agents; (iv) the consolidation of book wholesalers and retail accounts; (v) the market position and
financial stability of key retailers; (vi) the seasonal nature of the Company’s education business and the impact
of the used-book market; (vii) worldwide economic and political conditions; (viii) the Company’s ability to protect
its copyrights and other intellectual property worldwide; (ix) the ability of the Company to successfully integrate
acquired operations and realize expected opportunities and (x) other factors detailed from time to time in the
Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to
update or revise any such forward-looking statements to reflect subsequent events or circumstances.
-57-
Item 8. Financial Statements and Supplementary Data
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
To our Shareholders
John Wiley and Sons, Inc.:
The management of John Wiley and Sons, Inc. and subsidiaries is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and
15d-15(f).
Under the supervision and with the participation of our management, we conducted an evaluation of the
effectiveness of our internal control over financial reporting based on the framework in Internal Control –
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). Based on our evaluation under the framework in Internal Control – Integrated Framework issued by
COSO, our management concluded that our internal control over financial reporting was effective as of April 30,
2013.
Changes in Internal Control over Financial Reporting: There were no changes in our internal control over
financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting during fiscal year 2013.
The effectiveness of our internal control over financial reporting as of April 30, 2013 has been audited by KPMG
LLP, an independent registered public accounting firm, as stated in their report which is included herein.
The Company’s Corporate Governance Principles, Committee Charters, Business Conduct and Ethics Policy
and the Code of Ethics for Senior Financial Officers are published on our web site at www.wiley.com under the
“About Wiley—Investor Relations—Corporate Governance” captions. Copies are also available free of charge
to shareholders on request to the Corporate Secretary, John Wiley & Sons, Inc., 111 River Street, Hoboken, NJ
07030-5774.
/s/ Stephen M. Smith
Stephen M. Smith
President and Chief Executive Officer
/s/ Ellis E. Cousens
Ellis E. Cousens
Executive Vice President and
Chief Financial and Operations Officer
/s/ Edward J. Melando
Edward J. Melando
Senior Vice President, Controller and
Chief Accounting Officer
June 26, 2013
-58-
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
John Wiley & Sons, Inc.:
We have audited the accompanying consolidated statements of financial position of John Wiley & Sons, Inc.
(the “Company”) and subsidiaries as of April 30, 2013 and 2012, and the related consolidated statements of
income, comprehensive income, cash flows and shareholders’ equity for each of the years in the three-year
period ended April 30, 2013. In connection with our audits of the consolidated financial statements, we also
have audited Schedule II on Page 94 of this Form 10-K. These consolidated financial statements and financial
statement schedule are the responsibility of the Company’s management. Our responsibility is to express an
opinion on these consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of John Wiley & Sons, Inc. and subsidiaries as of April 30, 2013 and 2012, and the results of
their operations and their cash flows for each of the years in the three-year period ended April 30, 2013, in
conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial
statement schedule, when considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), John Wiley & Sons, Inc.’s internal control over financial reporting as of April 30, 2013, based on
criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO)”), and our report dated June 26, 2013 expressed an
unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
(signed) KPMG LLP
Short Hills, New Jersey
June 26, 2013
-59-
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
John Wiley & Sons, Inc.:
We have audited John Wiley & Sons, Inc.’s internal control over financial reporting as of April 30, 2013, based
on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). John Wiley & Sons, Inc.’s management is responsible for
maintaining effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting, included in the accompanying Management’s Report on Internal Control
Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over
financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether effective internal control over financial reporting was maintained in all material respects. Our
audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. Our audit also included performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
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 (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) 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
(3) 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.
In our opinion, John Wiley & Sons, Inc. maintained, in all material respects, effective internal control over
financial reporting as of April 30, 2013, based on criteria established in Internal Control – Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated statements of financial position of John Wiley & Sons, Inc. and subsidiaries as
of April 30, 2013 and 2012, and the related consolidated statements of income, comprehensive income, cash
flows and shareholders’ equity for each of the years in the three-year period ended April 30, 2013, and our
report dated June 26, 2013 expressed an unqualified opinion on those consolidated financial statements.
(signed) KPMG LLP
Short Hills, New Jersey
June 26, 2013
-60-
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
John Wiley & Sons, Inc., and Subsidiaries
Dollars in thousands
Assets:
Current Assets
Cash and cash equivalents
Accounts receivable
Inventories
Prepaid and other
Total Current Assets
Product Development Assets
Technology, Property & Equipment
Intangible Assets
Goodwill
Other Assets
Total Assets
Liabilities and Shareholders’ Equity:
Current Liabilities
Accounts and royalties payable
Deferred revenue
Accrued employment costs
Accrued income taxes
Accrued pension liability
Other accrued liabilities
Total Current Liabilities
Long-Term Debt
Accrued Pension Liability
Deferred Income Tax Liabilities
Other Long-Term Liabilities
Shareholders’ Equity
Preferred Stock, $1 par value: Authorized - 2 million, Issued - zero
Class A Common Stock, $1 par value: Authorized - 180 million,
Issued – 69,793,194 and 69,753,370
Class B Common Stock, $1 par value: Authorized - 72 million,
Issued – 13,397,068 and 13,436,892
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss:
Foreign currency translation adjustment
Unamortized retirement costs, net of tax
Unrealized loss on interest rate swap, net of tax
Less Treasury Shares At Cost (Class A – 20,616,829 and
19,771,896;
Class B – 3,902,576 and 3,902,576)
Total Shareholders’ Equity
Total Liabilities and Shareholders’ Equity
April 30
2013
2012
$
$
$
334,140 $
161,731
82,017
57,083
634,971
87,876
189,625
954,957
835,540
103,406
2,806,375 $
143,313 $
362,970
85,306
16,093
4,359
55,128
667,169
673,000
204,362
197,526
75,962
-
259,830
171,561
101,237
41,972
574,600
108,414
187,979
915,495
690,619
55,839
2,532,946
151,350
342,034
64,482
18,812
3,589
60,663
640,930
475,000
145,815
181,716
71,917
-
69,793
69,753
13,397
290,762
1,387,512
(134,539)
(143,124)
(969)
1,482,832
13,437
271,809
1,300,713
(95,981)
(103,381)
(1,048)
1,455,302
(494,476)
988,356
2,806,375 $
$
(437,734)
1,017,568
2,532,946
The accompanying notes are an integral part of the consolidated financial statements.
-61-
CONSOLIDATED STATEMENTS OF INCOME
John Wiley & Sons, Inc., and Subsidiaries
Dollars in thousands, except per share data
For the years ended April 30,
2013
2012
2011
Revenue
$
1,760,778 $
1,782,742 $
1,742,551
Costs and Expenses
Cost of sales
Operating and administrative expenses
Restructuring charges
Impairment charges
Additional provision for doubtful trade account
Amortization of intangibles
Total Costs and Expenses
532,232
933,148
29,293
30,679
-
41,982
1,567,334
543,396
922,177
-
-
-
36,750
1,502,323
539,043
910,847
-
-
9,290
35,223
1,494,403
Net Gain on Sale of Consumer Publishing Programs
5,983
-
-
Operating Income
199,427
280,419
248,148
Interest expense
Foreign exchange transaction losses
Interest income and other
Income Before Taxes
Provision for Income Taxes
Net Income
Earnings Per Share
Diluted
Basic
Cash Dividends Per Share
Class A Common
Class B Common
Average Shares
Diluted
Basic
(13,078)
(2,041)
2,614
186,922
42,697
(9,038)
(2,261)
2,975
272,095
59,349
(17,322)
(2,188)
2,422
231,060
59,171
144,225 $
212,746 $
171,889
2.39 $
2.43
0.96 $
0.96
3.47 $
3.53
0.80 $
0.80
2.80
2.86
0.64
0.64
60,224
59,447
61,272
60,184
61,359
60,160
$
$
$
The accompanying notes are an integral part of the consolidated financial statements.
-62-
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
John Wiley & Sons, Inc., and Subsidiaries
Dollars in thousands
For the years ended April 30,
2013
2012
2011
Net Income
$
144,225 $
212,746 $
171,889
Other Comprehensive Income/(Loss):
Foreign currency translation adjustment
Unamortized retirement costs, net of tax benefit/
(provision) of $16,145; $18,463 and
($7,490), respectively
Unrealized gain/(loss) on interest rate swaps,
net of tax benefit/(provision) of ($62); $453
and ($2,208), respectively
Total Other Comprehensive Income/(Loss)
(38,558)
(30,173)
76,923
(39,743)
(41,745)
19,317
79
(78,222)
(751)
(72,669)
3,665
99,905
Comprehensive Income
$
$66,003 $
140,077 $
271,794
The accompanying notes are an integral part of the consolidated financial statements.
-63-
CONSOLIDATED STATEMENTS OF CASH FLOWS
John Wiley & Sons, Inc., and Subsidiaries
Dollars in thousands
Operating Activities
For the years ended April 30,
2013
2012
2011
Net Income
Adjustments to reconcile net income to net cash provided by operating activities
$
144,225 $
212,746 $
171,889
Amortization of intangibles
Amortization of composition costs
Depreciation of technology, property and equipment
Restructuring and impairment charges
Net gain on sale of consumer publishing programs
Stock-based compensation
Excess tax benefits from stock-based compensation
Reserves for returns, doubtful accounts, and obsolescence
Non-cash deferred tax benefits on U.K. rate changes
Other changes in deferred income taxes
One-time tax charge/(benefit) on tax reserves
Foreign exchange transaction losses
Pension expense
Royalty advances
Earned royalty advances
Changes in Operating Assets and Liabilities
Source/(Use), excluding acquisitions
Accounts receivable
Inventories
Accounts and royalties payable
Deferred revenue
Income taxes payable
Other accrued liabilities
Pension contributions
Income tax deposit
Other
Cash Provided by Operating Activities
Investing Activities
Composition spending
Additions to technology, property and equipment
Acquisitions, net of cash acquired
Proceeds from sale of consumer publishing programs
Cash Used for Investing Activities
Financing Activities
Repayment of long-term debt
Borrowings of long-term debt
Purchase of treasury stock
Change in book overdrafts
Cash dividends
Debt financing costs
Proceeds from exercise of stock options and other
Excess tax benefits from stock-based compensation
Cash Provided by (Used for) Financing Activities
Effects of Exchange Rate Changes on Cash
Cash and Cash Equivalents
Increase for year
Balance at beginning of year
Balance at end of year
Cash Paid During the Year for
Interest
Income taxes, net
41,982
51,517
56,017
59,972
(5,983)
11,928
(193)
987
(8,402)
(8,846)
2,110
2,041
26,755
(105,335)
100,691
18,118
11,501
(5,748)
32,822
1,429
(11,762)
(27,521)
(42,077)
(9,191)
337,037
(50,434)
(58,704)
(263,272)
29,942
(342,468)
(472,500)
670,500
(73,721)
(451)
(57,426)
(382)
24,188
193
90,401
(10,660)
74,310
259,830
334,140
36,750
50,944
50,397
-
-
17,262
(2,044)
(3,736)
(8,769)
11,799
(7,524)
2,261
20,975
(108,716)
100,639
9,605
4,467
540
19,381
27,835
(37,076)
(24,939)
-
6,851
379,648
(52,501)
(67,377)
(92,174)
-
(212,052)
(888,411)
909,211
(87,072)
(4,414)
(48,257)
(3,119)
15,303
2,044
(104,715)
(4,904)
57,977
201,853
259,830
35,223
51,421
45,862
-
-
17,719
(4,816)
13,739
(4,155)
9,862
-
2,188
25,633
(101,702)
93,016
(5,584)
7,453
6,425
32,032
16,204
(7,810)
(24,782)
-
(4,198)
375,619
(51,471)
(54,393)
(7,166)
-
(113,030)
(504,800)
310,000
(27,958)
(1,185)
(38,764)
-
27,847
4,816
(230,044)
15,795
48,340
153,513
201,853
$
$
12,081 $
56,021 $
7,745 $
42,841 $
19,686
37,822
The accompanying notes are an integral part of the consolidated financial statements.
-64-
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
John Wiley & Sons, Inc., and Subsidiaries
Dollars in thousands
Common
Stock
Class A
Common
Stock
Class B
Additional
Paid-in
Capital
Retained
Earnings
Treasury
Stock
Accumulated
Other Comp-
rehensive
Income
(Loss)
Total
Share-
holder’s
Equity
Balance at April 30, 2010
$69,706
$13,485
$210,848
$1,003,099
$(347,056)
$(227,646)
$722,436
Shares Issued Under Employee Benefit Plans
Purchase of Treasury Shares
Exercise of Stock Options, including taxes
Stock-based compensation expense
Class A Common Stock Dividends
Class B Common Stock Dividends
Other
Comprehensive Income
(3,321)
21,800
17,719
4,524
(27,958)
9,660
(32,648)
(6,116)
171,889
1,203
(27,958)
31,460
17,719
(32,648)
(6,116)
(1)
99,905
271,794
43
(44)
Balance at April 30, 2011
$69,749
$13,441
$247,046
$1,136,224
$(360,830)
$(127,741)
$977,889
Shares Issued Under Employee Benefit Plans
Purchase of Treasury Shares
Exercise of Stock Options, including taxes
Stock-based compensation expense
Class A Common Stock Dividends
Class B Common Stock Dividends
Other
Comprehensive Income (Loss)
(1,622)
9,123
17,262
3,042
(87,072)
7,126
(40,627)
(7,630)
212,746
1,420
(87,072)
16,249
17,262
(40,627)
(7,630)
-
(72,669)
140,077
4
(4)
Balance at April 30, 2012
$69,753
$13,437
$271,809
$1,300,713
$(437,734)
$(200,410)
$1,017,568
Shares Issued Under Employee Benefit Plans
Purchase of Treasury Shares
Exercise of Stock Options, including taxes
Stock-based compensation expense
Class A Common Stock Dividends
Class B Common Stock Dividends
Other
Comprehensive Income (Loss)
(4,821)
11,846
11,928
6,005
(73,721)
10,974
(48,290)
(9,136)
144,225
1,184
(73,721)
22,820
11,928
(48,290)
(9,136)
-
(78,222)
66,003
40
(40)
Balance at April 30, 2013
$69,793
$13,397
$290,762
$1,387,512
$(494,476)
$(278,632)
$988,356
The accompanying notes are an integral part of the consolidated financial statements.
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Notes to Consolidated Financial Statements
Note 1 – Description of Business
The Company, founded in 1807, was incorporated in the state of New York on January 15, 1904. As used
herein the term “Company” means John Wiley & Sons, Inc., and its subsidiaries and affiliated companies, unless
the context indicates otherwise.
The Company is a global provider of knowledge and knowledge-based services in areas of research,
professional development and education. Core businesses produce scientific, technical, medical and scholarly
research journals, reference works, books, database services, and advertising; professional books and
certification, assessment and training services; and education content and services including online program
management for colleges and universities and integrated online teaching and learning resources for instructors
and students. The Company takes full advantage of its content from all three core businesses in developing
and cross-marketing products to its diverse customer base of researchers, professionals, students, and
educators. The use of technology enables the Company to make its content efficiently more accessible to its
customers around the world. The Company maintains publishing, marketing, and distribution centers in the
United States, Canada, Europe, Asia, and Australia.
Note 2 - Summary of Significant Accounting Policies
Principles of Consolidation: The consolidated financial statements include the accounts of the Company.
Investments in entities in which the Company has at least a 20%, but less than a majority interest, are
accounted for using the equity method of accounting. Investments in entities in which the Company has less
than a 20% ownership and in which it does not exercise significant influence are accounted for using the cost
method of accounting. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates: The preparation of the Company’s financial statements in conformity with accounting
principles generally accepted in the United States requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of
the date of the financial statements and reported amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates.
Reclassifications: Certain prior year amounts have been reclassified to conform to the current year’s
presentation.
Book Overdrafts: Under the Company’s cash management system, a book overdraft balance exists for the
Company’s primary disbursement accounts. This overdraft represents uncleared checks in excess of cash
balances in individual bank accounts. The Company’s funds are transferred from other existing bank account
balances or from lines of credit as needed to fund checks presented for payment. As of April 30, 2013 and
2012, book overdrafts of $35.1 million and $35.6 million, respectively, were included in Accounts and Royalties
Payable in the Consolidated Statements of Financial Position.
Revenue Recognition: The Company recognizes revenue when the following criteria are met: persuasive
evidence that an arrangement exists; delivery has occurred or services have been rendered; the price to the
customer is fixed or determinable; and collectability is reasonably assured. If all of the above criteria have been
met, revenue is recognized upon shipment of products or when services have been rendered. Subscription
revenue is generally collected in advance. The prepayment is deferred and recognized as earned primarily
when the related issue is shipped or made available online over the term of the subscription. For calendar year
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2013, the Company piloted an alternative journal subscription license model for a group of customers.
Previously, those customers’ licenses were based on a commitment by the Company to provide a discrete
number of online journal issues which provided for recognition of revenue by the Company as issues were
published. Under this alternative model, the Company provides access to all content published in the calendar
year and provides for recognition of revenue on a straight-line basis over the calendar year covered by the
alternative license model. Collectability is evaluated based on the amount involved, the credit history of the
customer, and the status of the customer’s account with the Company.
When a product is sold with multiple deliverables, the Company accounts for each deliverable within the
arrangement as a separate unit of accounting due to the fact that each deliverable is also sold on a stand-alone
basis. The total consideration of a multiple-element arrangement is allocated to each unit of accounting based
on the price charged by the Company when it is sold separately. The Company’s multiple deliverable
arrangements principally include WileyPLUS, the online teaching and learning environment for the Company’s
Education business which also includes a complete print or digital textbook for the course, as well as negotiated
licenses for bundles of electronic content available on Wiley Online Library, the online publishing platform for the
Company’s Research business.
When the Company’s electronic content is sold through a third party, the Company is generally not the primary
obligor within the arrangement since it typically is not responsible for fulfilling the customer’s order or handling
any customer requests or claims. Accordingly, the Company will recognize revenue for the sale of its electronic
content through third parties based on the amount billed to the end customer, net of any commission owed to
the third party seller of the content. Revenue is also reported net of any amounts billed to customers for taxes
which are remitted to government authorities.
Cash Equivalents: Cash equivalents consist of highly liquid investments with an original maturity of three months
or less and are stated at cost plus accrued interest, which approximates market value.
Allowance for Doubtful Accounts: The estimated allowance for doubtful accounts is based on a review of the
aging of the accounts receivable balances, historical write-off experience, credit evaluations of customers and
current market conditions. A change in the evaluation of a customer’s credit could affect the estimated
allowance. The allowance for doubtful accounts is shown as a reduction of Accounts Receivable in the
Consolidated Statements of Financial Position and amounted to $7.4 million and $6.9 million as of April 30,
2013 and 2012, respectively.
Sales Return Reserves: The process which the Company uses to determine its sales returns and the related
reserve provision charged against revenue is based on applying an estimated return rate to current year sales.
This rate is based upon an analysis of actual historical return experience in the various markets and geographic
regions in which the Company does business. The Company collects, maintains and analyzes significant
amounts of sales returns data for large volumes of homogeneous transactions. This allows the Company to
make reasonable estimates of the amount of future returns. All available data is utilized to identify the returns by
market and as to which fiscal year the sales returns apply. This enables management to track the returns in
detail and identify and react to trends occurring in the marketplace, with the objective of being able to make the
most informed judgments possible in setting reserve rates. Associated with the estimated sales return reserves,
the Company also includes a related reduction in inventory and royalty costs as a result of the expected returns.
Net sales return reserves amounted to $31.8 million and $35.8 million as of April 30, 2013 and 2012,
respectively. The reserves are reflected in the following accounts of the Consolidated Statements of Financial
Position – increase (decrease):
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Accounts Receivable
Inventory
Accounts and Royalties Payable
Decrease in Net Assets
2013
$(44,279)
6,862
(5,583)
$(31,834)
2012
$(48,612)
7,246
(5,593)
$(35,773)
The decrease in the sales return reserve was principally driven by the Company’s continuing migration to
eBooks.
Inventories: Inventories are carried at the lower of cost or market. U.S. book inventories aggregating $46.5
million and $60.7 million at April 30, 2013 and 2012, respectively, are valued using the last-in, first-out (LIFO)
method. All other inventories are valued using the first-in, first-out (FIFO) method.
Reserve for Inventory Obsolescence: A reserve for inventory obsolescence is estimated based on a review of
damaged, obsolete, or otherwise unsalable inventory. The review encompasses historical unit sales trends by
title; current market conditions, including estimates of customer demand compared to the number of units
currently on hand; and publication revision cycles. The inventory obsolescence reserve is reported as a
reduction of the Inventory balance in the Consolidated Statements of Financial Position and amounted to $28.2
million and $33.9 million as of April 30, 2013 and 2012, respectively. The decrease in the inventory
obsolescence reserve was principally driven by the divestment of Professional Development consumer
publishing programs in fiscal year 2013 as discussed in Note 5.
Product Development Assets: Product development assets consist of composition costs and royalty advances.
Costs associated with developing a publication are expensed until the product is determined to be commercially
viable. Composition costs represent the costs incurred to bring an edited commercial manuscript to publication,
which include typesetting, proofreading, design, illustration costs, and digital formatting. Composition costs are
capitalized and are generally amortized on a double-declining basis over their estimated useful lives, ranging
from 1 to 3 years. Royalty advances are capitalized and, upon publication, are recovered as royalties earned
based on sales of the published works. Royalty advances are reviewed for recoverability and a reserve for loss
is maintained, if appropriate.
Shipping and Handling Costs: Costs incurred for shipping and handling are reflected in the Operating and
Administrative Expenses line item in the Consolidated Statements of Income. The Company incurred $46.0
million, $50.4 million and $52.5 million in shipping and handling costs in fiscal years 2013, 2012 and 2011,
respectively.
Advertising Expense: Advertising costs are expensed as incurred. The Company incurred $29.2 million, $24.3
million and $27.1 million in advertising costs in fiscal years 2013, 2012 and 2011, respectively.
Technology, Property and Equipment: Technology, property and equipment is recorded at cost. Major renewals
and improvements are capitalized, while maintenance and repairs are expensed as incurred.
Technology, property and equipment is depreciated using the straight-line method based upon the following
estimated useful lives: Buildings and Leasehold Improvements – the lessor of the estimated useful life of the
asset up to 40 years or the duration of the lease; Furniture and Fixtures - 3 to 10 years; Computer Hardware
and Software - 3 to 10 years.
Costs incurred for computer software developed or obtained for internal use are capitalized during the
application development stage and expensed as
incurred during
the preliminary project and post-
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implementation stages. Costs incurred during the application development stage include costs of materials and
services, and payroll and payroll-related costs for employees who are directly associated with the software
project. Such costs are amortized over the expected useful life of the related software which is generally 3 to 6
years. Maintenance, training, and upgrade costs that do not result in additional functionality are expensed as
incurred.
Allocation of Acquisition Purchase Price to Assets Acquired and Liabilities Assumed: In connection with
acquisitions, the Company allocates the cost of the acquisition to the assets acquired and the liabilities assumed
based on the estimates of fair value for such items, including intangible assets and technology acquired. Such
estimates include discounted estimated cash flows to be generated by those assets and the expected useful
lives based on historical experience, current market trends, and synergies to be achieved from the acquisition
and the expected tax basis of assets acquired. The Company may use an independent appraiser to assist in the
determination of such estimates.
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. Indefinite-lived intangible assets primarily consist of brands,
trademarks, content and publishing rights and are typically characterized by intellectual property with a long and
well-established revenue stream resulting from strong and well-established imprint/brand recognition in the
market. Goodwill and indefinite-lived intangible assets are not amortized but are reviewed annually for
impairment, or more frequently if events or changes in circumstances indicate the asset might be impaired. The
Company evaluates the recoverability of indefinite-lived intangible assets by comparing the fair value of the
intangible asset to its carrying value.
To evaluate the recoverability of goodwill, the Company uses a two-step impairment test approach at the
reporting unit level. In the first step, the estimated fair value of the entire reporting unit is compared to its
carrying value including goodwill. If the fair value of the reporting unit is less than the carrying value, a second
step is performed to determine the charge for goodwill impairment. In the second step, the Company determines
an implied fair value of the reporting unit’s goodwill by determining the fair value of the individual assets and
liabilities (including any previously unrecognized intangible assets) of the reporting unit other than goodwill. The
resulting implied fair value of the goodwill is compared to the carrying amount and an impairment charge is
recognized for the difference.
Intangible Assets with Finite Lives and Other Long-Lived Assets: Finite-lived intangible assets principally consist
of brands, trademarks, content and publication rights, customer relationships and non-compete agreements and
are amortized over their estimated useful lives. The most significant factors in determining the estimated life of
these intangibles is the history and longevity of the brands, trademarks and content and publication rights
acquired, combined with the strength of cash flows Content and publication rights, trademarks, customer
relationships and brands with finite lives are amortized on a straight-line basis over periods ranging from 5 to 40
years. Non-compete agreements are amortized over the terms of the individual agreement, generally up to 5
years.
Intangible assets with finite lives are amortized on a straight line basis over the following weighted average
estimated useful lives: content and publishing rights – 35 years; customer relationships – 20 years; brands and
trademarks – 12 years; non-compete agreements – 5 years.
Assets with finite lives are only evaluated for impairment upon a significant change in the operating or
macroeconomic environment. In these circumstances, if an evaluation of the projected undiscounted cash flows
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indicates impairment, the asset is written down to its estimated fair value based on the discounted future cash
flows.
Derivative Financial Instruments: The Company, from time to time, enters into forward exchange and interest
rate swap contracts as a hedge against foreign currency asset and liability commitments, changes in interest
rates and anticipated transaction exposures, including intercompany purchases. The Company’s derivatives are
recognized as assets or liabilities and measured at fair value. Derivatives that are not determined to be effective
hedges are adjusted to fair value with a corresponding adjustment to earnings. The Company does not use
financial instruments for trading or speculative purposes.
Foreign Currency Gains/Losses: The Company maintains operations in many non-U.S. locations. Assets and
liabilities are translated into U.S. dollars using end of period exchange rates and revenues and expense are
translated into U.S. dollars using weighted average rates. Foreign currency translation adjustments are
accumulated and reported as a separate component of Accumulated Other Comprehensive Loss within
Shareholders’ Equity. The Company’s significant investments in non-U.S. businesses are exposed to foreign
currency risk. During fiscal year 2013, the Company recorded $38.6 million of foreign currency translation losses
primarily due to the strengthening of the U.S. dollar relative to the British pound sterling and euro. Foreign
currency transaction gains or losses are recognized in the Consolidated Statements of Income as incurred.
Share-Based Compensation: The Company recognizes share-based compensation expense based on the fair
value of the share-based awards on the grant date, reduced by an estimate for future forfeited awards. As such,
share-based compensation expense is only recognized for those awards that are expected to ultimately vest.
The fair value of share-based awards is recognized in net income on a straight-line basis over the requisite
service period. Share-based compensation expense associated with performance-based stock awards is based
on actual financial results for targets established three years in advance. The cumulative effect on current and
prior periods of a change in the estimated number of performance share awards, or estimated forfeiture rate, is
recognized as an adjustment to earnings in the period of the revision.
Recently Issued Accounting Standards: There have been no new accounting standards issued that have had,
or are expected to have a material impact on the Company’s consolidated financial statements.
Note 3 – Reconciliation of Weighted Average Shares Outstanding
A reconciliation of the shares used in the computation of earnings per share for the years ended April 30 follows
(in thousands):
2013
2012
2011
Weighted Average Shares Outstanding
59,672 60,387 60,515
Less: Unearned Restricted Shares
(225)
(203)
(355)
Shares Used for Basic Earnings Per Share
59,447
60,184
60,160
Dilutive Effect of Stock Options and Other Stock Awards
777
1,088
1,199
Shares Used for Diluted Earnings Per Share
60,224
61,272
61,359
Since their inclusion in the calculation of diluted earnings per share would have been anti-dilutive, options to
purchase 2,716,244, 1,655,362 and 411,372 shares of Class A Common Stock have been excluded for fiscal
years 2013, 2012 and 2011, respectively. In addition, for fiscal years 2013, 2012 and 2011, unearned restricted
shares of 23,000, 10,000 and 1,500, respectively, have been excluded as their inclusion would have been anti-
dilutive.
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Note 4 – Acquisitions
Inscape:
On February 16, 2012, the Company acquired all of the stock of Inscape Holdings, Inc. (“Inscape”) for
approximately $85 million in cash, net of cash acquired. Inscape is a leading provider of workplace learning
solutions, including DiSC®-based assessments and training products that develop critical interpersonal
business skills. Inscape generated revenue of $21.6 million in fiscal year 2013. The purchase price of $85
million was allocated to identifiable long-lived assets ($43.9 million) comprised primarily of customer
relationships, content, technology and trademarks, with the remainder allocated to deferred tax liabilities and
working capital. The fair value of intangible assets and technology acquired was based on management’s
assessment performed with the assistance of a third party specialist. The excess of the purchase price over the
fair value of net assets acquired ($56.8 million) was recorded as goodwill. Goodwill represents the estimated
value of Inscape’s workforce, unidentifiable intangible assets and the fair value of expected synergies. The
customer relationships, content, technology and trademarks are being amortized over a weighted average
estimated useful life of approximately 15 years. Unaudited pro forma financial information has not been
presented since the effects of acquisitions were not material on either an individual or aggregate basis. The
Company finalized its purchase accounting for Inscape as of April 30, 2012.
Deltak:
On October 25, 2012, the Company acquired all of the stock of Deltak.edu, LLC (“Deltak”) for approximately
$220 million in cash, net of cash acquired. Deltak works in close partnership with leading colleges and
universities to develop and support online degree and certificate programs. The business provides technology
platforms and services including market research to validate program demand, instructional design, marketing,
and student recruitment and retention services to leading national and regional colleges and universities
throughout the United States. Deltak currently supports more than 100 online programs and was generating
annual revenue of approximately $54 million prior to the acquisition and contributed $33.7 million to the
Company’s fiscal year 2013 revenue since the acquisition date. The $220 million purchase price was allocated
to identifiable long-lived intangible assets ($99.4 million) comprised primarily of institutional relationships; and
long-term deferred tax liabilities ($34.4 million); with the remainder allocated to technology and working capital.
The fair value of intangible assets and technology acquired was based on management’s assessment
performed with the assistance of a third party specialist. The excess of the purchase price over the fair value of
net assets acquired ($150.0 million) was recorded as goodwill. Goodwill represents the estimated value of
Deltak’s workforce, unidentifiable intangible assets and the fair value of expected synergies. None of the
goodwill is deductible for tax purposes. The identifiable long-lived intangible assets are primarily amortized over
an estimated useful life of approximately 20 years. Unaudited proforma financial information has not been
presented since the effects of the acquisition were not material. The Company finalized its purchase accounting
for Deltak as of April 30, 2013.
Efficient Learning Systems:
On November 1, 2012, the Company acquired all of the stock of Efficient Learning Systems, Inc. (“ELS”) for
approximately $24 million in cash, net of cash acquired. ELS is an e-learning system provider focused in the
areas of professional finance and accounting. ELS’ flagship product, CPAexcel, is a modular, digital platform
comprised of online self-study, videos, mobile apps, and sophisticated planning tools that has helped over
65,000 professionals prepare for the CPA exam since 1998. ELS was generating annual revenue of
approximately $7 million prior to the acquisition and contributed $3.7 million to the Company’s fiscal year 2013
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revenue since the acquisition date. The $24 million purchase price was allocated to identifiable long-lived
intangible assets ($6.5 million); technology ($3.6 million); and long-term deferred tax liabilities ($2.9 million); with
the remainder allocated to working capital. The fair value of intangible assets and technology acquired was
based on management’s assessment performed with the assistance of a third party specialist. The excess of
the purchase price over the fair value of net assets acquired ($17.0 million) was recorded as goodwill. Goodwill
represents the estimated value of ELS’ workforce, unidentifiable intangible assets and the fair value of expected
synergies. None of the goodwill is deductible for tax purposes. Unaudited proforma financial information has not
been presented since the effects of the acquisition were not material. The Company finalized its purchase
accounting for ELS as of April 30, 2013.
Unaudited proforma financial information has not been presented since the effects of the acquisitions were not
material individually or in the aggregate.
Note 5 – Sale of Consumer Publishing Programs
In March 2012, the Company announced that it intended to explore opportunities to sell a number of its
consumer publishing assets in its Professional Development business as they no longer align with the
Company’s long-term business strategy. Those assets included travel (including the well-known Frommer’s
brand), culinary, general interest, nautical, pets, crafts, Webster’s New World, and CliffsNotes.
Sale of Travel Publishing Program:
On August 10, 2012, the Company entered into a definitive agreement with Google, Inc. (“Google”) for the sale
of its travel publishing program, including all of its interests in the Frommer’s, Unofficial Guides, and
WhatsonWhen brands for $22 million in cash, of which $3.3 million is held in escrow related to standard
commercial representations and warranties and is expected to be released to the Company by the end of fiscal
year 2014. The effective date of the transaction was August 31, 2012. As a result, the Company recorded a
$9.8 million pre-tax gain on the sale, or $6.2 million after tax ($0.10 per share), in the second quarter of fiscal
year 2013. In connection with the sale, the Company also entered into a transition services agreement which
will end on December 31, 2013. Fees earned by the Company in fiscal year 2013 in connection with the service
agreement were $0.5 million.
Sale of Culinary, CliffsNotes and Webster’s New World Publishing Programs:
On November 5, 2012, the Company completed the sale of the Company’s culinary, CliffsNotes, and Webster’s
New World Dictionary consumer publishing programs to Houghton Mifflin Harcourt (“HMH”) for $11.0 million in
cash, which approximated the carrying value of related assets sold, of which $1.1 million is held in escrow
related to standard commercial representations and warranties and is expected to be released to the Company
by the end of fiscal year 2014. In connection with the sale, the Company also entered into a transition services
agreement which ended on March 5, 2013. Fees earned by the Company in fiscal year 2013 in connection with
the service agreement were $1.5 million.
Sale of Other Consumer Publishing Programs:
In the fourth quarter of fiscal year 2013, the Company completed the sale of its other consumer publishing
programs to various buyers for approximately $1 million in cash and a limited future royalty interest. The
Company recorded a $3.8 million loss on the sales ($3.6 million after tax or $0.06 per share) in the fourth
quarter of fiscal year 2013.
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Note 6 – Inventories
Inventories at April 30 were as follows (in thousands):
Finished Goods
Work-in-Process
Paper, Cloth, and Other
Inventory Value of Estimated Sales Returns
LIFO Reserve
Total Inventories
2013
2012
$68,040
$86,954
5,890
6,577
80,507
6,862
(5,352)
6,487
8,072
101,513
7,246
(7,522)
$82,017
$101,237
See Note 2, Summary of Significant Accounting Policies - Sales Return Reserves for a discussion of Inventory
Value of Estimated Returns.
Note 7 – Product Development Assets
Product development assets consisted of the following at April 30 (in thousands):
Composition Costs
Royalty Advances
Total
2013
2012
$48,861
$54,844
39,015
53,570
$87,876
$108,414
Composition costs are net of accumulated amortization of $179.9 million and $178.2 million as of April 30, 2013
and 2012, respectively.
Note 8 – Technology, Property and Equipment
Technology, property and equipment consisted of the following at April 30 (in thousands):
2013
2012
Capitalized Software and Computer Hardware
$423,247
$379,034
Buildings and Leasehold Improvements
Furniture, Fixtures and Warehouse Equipment
Land and Land Improvements
98,846
82,739
4,025
98,635
82,678
4,187
608,857
564,534
Accumulated Depreciation/Amortization
(419,232)
(376,555)
Total
$189,625
$187,979
The net book value of capitalized software costs was $98.9 million and $88.9 million as of April 30, 2013 and
2012, respectively. Depreciation/Amortization expense recognized in 2013, 2012, and 2011 for capitalized
software costs was approximately $33.1 million, $26.0 million and $22.6 million, respectively.
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Note 9 - Goodwill and Intangible Assets
The following table summarizes the activity in goodwill by segment as of April 30 (in thousands):
Foreign
Translation
2012
Acquisitions
Divestments
Adjustment
2013
Research
$ 473,209 $ -
$ -
$ (16,626) $ 456,583
Professional Development
217,410
17,026
(5,117)
(332)
228,987
Education
Total
-
149,970
-
-
149,970
$ 690,619 $ 166,996 $ (5,117) $ (16,958) $ 835,540
The acquisitions for Professional Development and Education relate to the ELS and Deltak acquisitions,
respectively. The divestments reflect the portion of goodwill allocated to the divested consumer publishing
programs.
Intangible assets as of April 30 were as follows (in thousands):
2013
2012
Cost
Accumulated
Amortization
Cost
Accumulated
Amortization
Intangible Assets with Determinable Lives
Content and Publishing Rights
$790,881
$(260,947)
$794,986
$(227,934)
Customer Relationships
Brands & Trademarks
Covenants not to Compete
Intangible Assets with Indefinite Lives
Brands & Trademarks
Content and Publishing Rights
179,336
25,700
1,840
(23,634)
(11,894)
(782)
83,477
22,374
790
(17,240)
(8,401)
(484)
997,757
(297,257)
901,627
(254,059)
153,747
100,710
-
-
165,896
102,031
-
-
$1,252,214
$(297,257)
$1,169,554
$(254,059)
Based on the current amount of intangible assets subject to amortization and assuming current exchange rates,
the estimated amortization expense for each of the succeeding five fiscal years are as follows: 2014 - $42.0
million; 2015 - $40.8 million; 2016 - $39.6 million; 2017 - $38.1 million and 2018 – $35.3 million.
Note 10 – Restructuring Charges
In fiscal year 2013, the Company recorded pre-tax restructuring charges of $29.3 million, or $19.8 million after
tax ($0.33 per share), which are reflected in the Restructuring Charges line item of the Consolidated Statements
of Income and described in more detail below:
Restructuring and Reinvestment Program
In fiscal year 2013, the Company announced a program (the “Restructuring and Reinvestment Program”) to
restructure and realign the Company’s cost base with current and anticipated future market conditions. The
Company is targeting a majority of the cost savings achieved to improve margins and earnings, while the
remainder will be reinvested in high growth digital business opportunities. In the fourth quarter of fiscal year
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2013, the Company recorded pre-tax restructuring charges of $24.5 million, or $16.3 million after tax ($0.27 per
share), related to the Restructuring and Reinvestment Program. The restructuring charge includes accrued
redundancy and separation benefits of $19.1 million, process reengineering consulting costs of $2.7 million and
termination/curtailment costs related to the U.S. defined benefit pension plan of $2.7 million. Approximately
$2.9 million, $6.3 million and $1.1 million of the restructuring charge was recorded within the Research, PD, and
Education reporting segments, respectively, with the remainder recognized in Shared Service costs. The
Company expects to record an additional charge or charges during fiscal year 2014 as it implements successive
phases of the program. Given progress to date, the Company expects that it will be in a position to begin
implementation of the next phase of the restructuring initiative mid-fiscal year 2014 which will generate a charge
for additional employee separation-related benefits of a similar size to that taken in the fourth quarter of fiscal
year 2013.
As of April 30, 2013, the Company made severance and other employee separation-related payments of
approximately $0.3 million, resulting in a remaining liability of approximately $18.8 million reflected in the
Accrued Employment Costs line item in the Consolidated Statements of Financial Position. Remaining
payments are expected to be substantially completed by October 31, 2014. As of April 30, 2013, the Company
made payments related to reengineering consulting costs of approximately $1.6 million resulting in a remaining
liability of approximately $1.1 million reflected in the Other Accrued Liabilities line item in the Consolidated
Statements of Financial Position.
Other Restructuring Programs
As part of the Company’s ongoing transition and transformation to digital products and services, certain
activities have been identified that will either be discontinued, outsourced, or relocated to a lower cost
region. As a result, the Company recorded a pre-tax restructuring charge of approximately $4.8 million, or $3.5
million after tax ($0.06 per share), in the first quarter of fiscal year 2013 for redundancy and separation benefits.
Approximately $3.0 million, $1.3 million and $0.2 million of the restructuring charge was recorded within the
Research, PD and Education reporting segments, respectively, with the remainder recognized in Shared
Service costs.
During fiscal year 2013, the Company made severance payments of approximately $3.7 million resulting in a
remaining liability of approximately $1.1 million as of April 30, 2013, which is reflected in the Accrued
Employment Costs line item in the Consolidated Statements of Financial Position. The remaining severance
payments are expected to be substantially completed by July 31, 2013.
Note 11 – Impairment Charges
In fiscal year 2013, in conjunction with the restructuring programs the Company recognized total pre-tax asset
impairment charges of $30.7 million, or $21.0 million after tax ($0.35 per share), which are reflected in the
Impairment Charges line item of the Consolidated Statements of Income and described in more detail below:
Consumer Publishing Programs
As discussed in Note 5, the Company began accounting for its culinary, CliffsNotes and Webster’s New World
Dictionary consumer publishing programs as Assets Held for Sale in the second quarter of fiscal year 2013. As
a result, the Company recorded a pre-tax impairment charge of $12.1 million, or $7.5 million after tax ($0.12 per
share), in the second quarter of fiscal year 2013 to reduce the carrying value of the assets within these
programs to approximately $9.9 million, which represented their fair value based on the estimated sales price,
less costs to sell. In addition, in the second quarter of fiscal year 2013, the Company recorded a pre-tax
impairment charge of $3.4 million, or $2.1 million after tax ($0.04 per share) to reduce the carrying value of
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inventory and royalty advances within its other consumer publishing programs to their estimated realizable
value.
Controlled Circulation Publishing Assets
In fiscal year 2013, the Company identified certain controlled circulation publishing programs that no longer align
with the Company’s long-term strategy and has shifted key resources from these programs to other publishing
programs within the Research business. As a result, the Company performed an impairment test on the
intangible assets related to these controlled circulation publishing programs in the fourth quarter of fiscal year
2013, which resulted in a $9.9 million pre-tax impairment charge, or $8.2 million after tax ($0.14 per share). The
intangible assets principally consisted of acquired publication rights. The impairment charge resulted in a full
write-off of the carrying value of these intangible assets based on their estimated fair values as determined by
the Company utilizing a discounted cash flow analysis.
Technology Investments
In fiscal year 2013, the Company identified certain technology investments which no longer fit the Company’s
technology strategy. As a result, the Company recorded an asset impairment charge of $5.3 million, or $3.2
million after tax ($0.05 per share), to write-off the full carrying value of the related assets.
Note 12 - Additional Provision for Doubtful Trade Account
In fiscal year 2011, the Company recorded a pre-tax bad debt provision of $9.3 million, or $6.0 million after-tax
($0.10 per diluted share), related to the Company’s customer, Borders Group, Inc. (“Borders”). The net charge
was reflected in the Additional Provision for Doubtful Trade Account line item in the Consolidated Statements of
Income and represented the difference between the Company’s outstanding receivable with Borders, net of
existing reserves and recoveries.
Note 13 - Income Taxes
The provisions for income taxes for the years ending April 30 were as follows (in thousands):
Current Provision
US – Federal
International
State and Local
2013
2012
2011
$23,835
$11,253
$15,563
34,019
2,091
43,017
2,049
35,913
1,988
Total Current Provision
$59,945
$56,319
$53,464
Deferred Provision (Benefit)
US – Federal
International
State and Local
$(11,312)
(5,553)
(383)
$9,736
(7,820)
$6,164
2,040
1,114
(2,497)
Total Deferred Provision (Benefit)
$(17,248)
$3,030
$5,707
Total Provision
$42,697
$59,349
$59,171
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International and United States pretax income for the years ending April 30 were as follows (in thousands):
International
United States
Total
2013
2012
2011
$156,114
$171,315
$162,767
30,808
100,780
68,293
$186,922
$272,095
$231,060
The Company’s effective income tax rate as a percentage of pretax income differed from the U.S. federal
statutory rate as shown below:
2013
2012
2011
U.S. Federal Statutory Rate
35.0%
35.0%
35.0%
Benefit from Lower Taxes on Non-US Income
State Income Taxes, Net of U.S. Federal Tax Benefit
Deferred Tax Benefit From Statutory Tax Rate Change
Tax Adjustments
Other
(9.3)
0.6
(4.5)
0.7
0.3
(6.8)
0.8
(3.2)
(4.0)
-
(7.6)
(0.1)
(1.8)
(0.9)
1.0
Effective Income Tax Rate
22.8%
21.8%
25.6%
Deferred Tax Benefit from Statutory Tax Rate Change: In fiscal years 2013, 2012 and 2011, the Company
recognized non-cash deferred tax benefits of $8.4 million ($0.14 per share), $8.8 million ($0.14 per share), and
$4.2 million ($0.07 per share), respectfully, principally associated with new tax legislation enacted in the United
Kingdom (“U.K.”) that reduced the U.K. statutory income tax rates by 2%, 2% and 1%, respectively. The benefits
reflect the remeasurement of all applicable U.K deferred tax balances to the new income tax rates, which are
reflected at the current statutory tax rate of 23% as of April 30, 2013.
Tax Adjustments: In fiscal years 2013, 2012 and 2011, the Company recorded tax benefits of $0.7 million,
$10.9 million and $2.0 million, respectively, related to the expiration of the statute of limitations and favorable
resolutions of certain federal, state and foreign tax matters with tax authorities. The fiscal year 2012 tax benefit
includes the release of a $7.5 million income tax reserve that was originally recorded in conjunction with the
purchase accounting for the Blackwell acquisition. In addition to the benefits recorded above, the Company
recorded a tax charge of $2.1 million in fiscal year 2013 due to recently published IRS tax positions related to
the Company’s ability to take certain deductions in the U.S.
Accounting for Uncertainty in Income Taxes:
As of April 30, 2013 and April 30, 2012, the total amount of unrecognized tax benefits were $25.5 million and
$24.3 million, respectively, of which $3.1 million and $3.0 million represented accruals for interest and penalties
recorded as additional tax expense in accordance with the Company’s accounting policy. Within the income tax
provision for fiscal years 2013 and 2012, the Company recorded net interest expense/(income) and penalties on
the unrecognized and recognized tax benefits of $0.3 million and ($1.6) million, respectively. As of April 30,
2013 and April 30, 2012, the total amount of unrecognized tax benefits that, if recognized, would reduce the
Company’s income tax provision were approximately $23.8 million and $22.6 million, respectively. The
Company does not expect any significant changes to the unrecognized tax benefits within the next 12 months.
A reconciliation of the unrecognized tax benefits included within the Other Long-Term Liabilities line item in the
Consolidated Statements of Financial Position are as follows (in thousands):
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Balance at May 1st
Additions for Current Year Tax Positions
Additions for Prior Year Tax Positions
Reductions for Prior Year Tax Positions
Foreign Translation Adjustment
Payments
Reductions for Lapse of Statute of Limitations
Balance at April 30th
Tax Audits:
2013
2012
$24,252
$38,100
1,182
2,749
(906)
(291)
375
1,105
(1,521)
(1,681)
(1,089)
-
(396)
(12,126)
$25,501
$24,252
The Company files income tax returns in the U.S. and various states and non-U.S. tax jurisdictions. The
Company’s major taxing jurisdictions include the United States, the United Kingdom and Germany. The
Company is no longer subject to income tax examinations for years prior to fiscal year 2009 in the major
jurisdictions in which the Company is subject to tax. The Company completed the U.S. audit for fiscal years
2006 through 2009 resulting in minimal adjustments principally related to temporary differences.
The Company completed the German tax audit for fiscal years 2003 through 2009. In conjunction with the audit,
the German tax authorities notified the Company in May 2012, that they are challenging the Company's tax
position with respect to the amortization of certain stepped-up assets. In fiscal year 2003, the Company merged
several of its German subsidiaries into a new operating entity which enabled the Company to increase ("step-
up") the tax deductible net asset basis of the merged subsidiaries to fair market value. The expected tax benefits
to be derived from the step-up are approximately 50 million euros claimed as amortization over 15 years
beginning in fiscal year 2003. The Company's management and its advisors believe that it is "more likely than
not" to successfully defend that the tax treatment was proper and in accordance with German tax regulations.
The circumstances are not unique to the Company.
In fiscal year 2013, the Company made deposits of 33 million euros related to amortization claimed on certain
"stepped-up" assets through fiscal year 2007. Under German tax law, the Company must pay all contested
taxes and the related interest to have the right to defend its position challenged by authorities. The Company
expects that it will be required to deposit additional amounts up to 25 million euros plus interest in future periods
until the issue is resolved. The challenge is expected to ultimately be decided by a court and could take several
years to reach resolution. If the Company is successful, as expected, the deposits will be returned with 6%
simple interest, based on current German legislation. The Company recorded $0.9 million as a benefit within
the fiscal year 2013 income tax provision for accrued interest income. As of April 30, 2013 the USD equivalent
of the deposits and accrued interest income to date was approximately $45.9 million which is recorded within
Other Assets on the Consolidated Statements of Financial Position.
Deferred Taxes:
Deferred taxes result from temporary differences in the recognition of revenue and expense for tax and financial
reporting purposes. It is more likely than not that the results of future operations will generate sufficient taxable
income to realize the deferred tax assets. The significant components of deferred tax assets and liabilities at
April 30 were as follows (in thousands):
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Inventory
Intangible and Fixed Assets
Total Deferred Tax Liabilities
Net Operating Losses
Reserve for Sales Returns and Doubtful Accounts
Accrued Expenses
Accrued Employee Compensation
Retirement and Post-Employment Benefits
Total Deferred Tax Assets
Net Deferred Tax Liabilities
Reported As
Current Deferred Tax Assets
Non-current Deferred Tax Assets
Current Deferred Tax Liabilities
Non-current Deferred Tax Liabilities
Net Deferred Tax Liabilities
2013
$8,328
2012
$7,185
301,239
276,035
$309,567
$283,220
$5,813
6,297
11,849
35,505
64,680
$6,297
5,577
6,157
30,946
48,188
$124,144
$97,165
$185,423
$186,055
$5,513
6,590
$219
6,996
-
11,554
197,526
181,716
$185,423
$186,055
Pretax earnings of a non-U.S. subsidiary or affiliate are subject to U.S. taxation when repatriated. The Company
intends to reinvest earnings outside the U.S. except in instances where repatriating such earnings would result
in no additional tax. Accordingly, the Company has not recognized U.S. tax expense on non-U.S. earnings. At
April 30, 2013, the accumulated undistributed earnings of non-U.S. subsidiaries approximated $474 million. It is
not practical to determine the U.S. income tax liability that would be payable if such earnings were not
indefinitely reinvested.
Note 14 - Debt and Available Credit Facilities
As of April 30, 2013 and 2012, the Company’s long-term debt consisted of amounts due under its revolving
credit facility of approximately $673.0 million and $475.0 million, respectively. On November 2, 2011, the
Company amended and restated its existing credit facility with Bank of America - Merrill Lynch and The Royal
Bank of Scotland plc as joint lead arrangers and Bank of America as administrative agent. The new agreement
consisted of a $700 million five-year senior revolving credit facility, which can be drawn in multiple currencies.
The proceeds of the new revolving credit facility were used to pay down the Company’s prior credit facility and
meet seasonal operating cash requirements. On October 18, 2012, the Company increased the facility’s credit
limit to $825 million to finance the Deltak acquisition. Under the current agreement, the Company has the option
of borrowing at the following floating interest rates: (i) at a rate based on the London Interbank Offered Rate
(“LIBOR”) plus an applicable margin ranging from 1.05% to 1.65%, depending on the Company’s consolidated
leverage ratio, as defined, or (ii) for U.S. dollar-denominated loans only, at the lender’s base rate plus an
applicable margin ranging from zero to 0.65%, depending on the Company’s consolidated leverage ratio. The
lender’s base rate is defined as the highest of (i) the U.S. federal funds effective rate plus a 0.50% margin, (ii)
the Eurocurrency rate, as defined, plus a 1.00% margin, or (iii) the Bank of America prime lending rate. In
addition, the Company pays a facility fee ranging from 0.20% to 0.35% depending on the Company’s
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consolidated leverage ratio. The Company also has the option to request an additional credit limit increase of
up to $125 million in minimum increments of $50 million, subject to the approval of the lenders. The amended
credit agreement contains certain restrictive covenants related to the Company’s consolidated leverage ratio
and interest coverage ratio, which the Company was in compliance with as of April 30, 2013. Due to the fact that
there are no principal payments due until the end of the amended agreement in fiscal year 2017, the Company
has classified its entire debt obligation as long-term as of April 30, 2013.
The Company and its subsidiaries have other short-term lines of credit aggregating $10.3 million at various
interest rates. No borrowings under the credit lines were outstanding as of April 30, 2013 or 2012. The
Company’s total available lines of credit as of April 30, 2013 were approximately $835 million, of which
approximately $162 million was unused. The weighted average interest rates on long-term debt outstanding
during fiscal years 2013 and 2012 were 1.93% and 1.60%, respectively. As of April 30, 2013 and 2012, the
weighted average interest rates for the long-term debt were 1.86% and 2.01%, respectively. Based on
estimates of interest rates currently available to the Company for loans with similar terms and maturities, the fair
value of the Company’s long-term debt approximates its carrying value.
Note 15 – Derivative Instruments and Hedging Activities
The Company, from time-to-time, enters into forward exchange and interest rate swap contracts as a hedge
against foreign currency asset and liability commitments, changes in interest rates and anticipated transaction
exposures, including intercompany purchases. All derivatives are recognized as assets or liabilities and
measured at fair value. Derivatives that are not determined to be effective hedges are adjusted to fair value with
a corresponding adjustment to earnings. The Company does not use financial instruments for trading or
speculative purposes.
Interest Rate Contracts:
The Company had $673.0 million of variable rate loans outstanding at April 30, 2013, which approximated fair
value. During fiscal years 2013 and 2012, the Company maintained two interest rate swap agreements that
were designated as fully effective cash flow hedges as defined under Accounting Standards Codification
(“ASC”) 815 “Derivatives and Hedging.” As a result, there was no impact on the Company’s Consolidated
Statements of Income for changes in the fair value of the interest rate swaps. Under ASC 815, fully effective
derivative instruments that are designated as cash flow hedges have changes in their fair value recorded initially
within Accumulated Other Comprehensive Loss in the Consolidated Statements of Financial Position. As
interest expense is recognized based on the variable rate loan agreements, the corresponding deferred gain or
loss on the interest rate swaps is reclassified from Accumulated Other Comprehensive Loss to Interest Expense
in the Consolidated Statements of Income. It is management’s intention that the notional amount of interest rate
swaps be less than the variable rate loans outstanding during the life of the derivatives.
On August 19, 2010, the Company entered into an interest rate swap agreement which fixed a portion of the
variable interest due on its variable rate loans outstanding. Under the terms of the agreement, the Company
paid a fixed rate of 0.8% and received a variable rate of interest based on one-month LIBOR (as defined) from
the counterparty which was reset every month for a twenty-nine month period ending January 19, 2013, the date
that the swap expired. As of April 30, 2012, the notional amount of the interest rate swap was $125.0 million.
On March 30, 2012, the Company entered into an interest rate swap agreement which fixed a portion of the
variable interest due on its variable rate loans outstanding. Under the terms of the agreement, the Company
pays a fixed rate of 0.645% and receives a variable rate of interest based on one-month LIBOR (as defined)
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from the counterparty which is reset every month for a three-year period ending March 31, 2015. As of both April
30, 2013 and 2012, the notional amount of the interest rate swap was $250.0 million.
The Company records the fair value of its interest rate swaps on a recurring basis using Level 2 inputs of quoted
prices for similar assets or liabilities in active markets. The fair value of the interest rate swaps as of April 30,
2013 and 2012 was a deferred loss of $1.6 million and $1.7 million, respectively. Based on the maturity dates of
the contracts, the entire deferred loss as of April 30, 2013 was recorded in Other Long-Term Liabilities in the
Consolidated Statements of Financial Position. The deferred loss as of April 30, 2012 of $0.5 million and $1.2
million was recorded in Other Accrued Liabilities and Other Long-Term Liabilities, respectively. Net losses that
were reclassified from Accumulated Other Comprehensive Loss into Interest Expense for fiscal years 2013,
2012 and 2011 were $1.6 million, $0.8 million and $9.1 million, respectively. Based on the amount in
Accumulated Other Comprehensive Loss at April 30, 2013, approximately $1.1 million, net of tax, of
unrecognized loss would be reclassified into net income in the next twelve months.
Foreign Currency Contracts:
The Company may enter into forward exchange contracts to manage the Company’s exposure on certain
foreign currency denominated assets and liabilities. The forward exchange contracts are marked to market
through Foreign Exchange Transaction Gains and Losses on the Consolidated Statements of Income, and
carried at their fair value on the Consolidated Statements of Financial Position. Foreign currency denominated
assets and liabilities are remeasured at spot rates in effect on the balance sheet date, with the effects of
changes in spot rates reported in Foreign Exchange Transaction Gains and Losses. As of April 30, 2013, there
was one open forward exchange contract in Euros with a notional amount in U.S. dollars of approximately $30.0
million. The Company did not maintain any open forward contracts as of April 30, 2012. During fiscal years
2011 through 2013, the Company did not designate any forward exchange contracts as hedges under current
accounting standards as the benefits of doing so were not material due to the short-term nature of the
contracts. The fair value changes in the forward exchange contracts substantially mitigated the changes in the
value of the applicable foreign currency denominated assets and liabilities. As of April 30, 2013, the fair value of
the open forward exchange contract was a gain of approximately $0.1 million, which was measured on a
recurring basis using Level 2 inputs and recorded within the Prepaid and Other line item on the Consolidated
Statements of Financial Position. For fiscal years 2013, 2012 and 2011, the gains/(losses) recognized on the
forward contracts were $(0.6) million, $2.4 million, and $0.6 million, respectively.
Note 16 - Commitments and Contingencies
The following schedule shows the composition of rent expense for operating leases (in thousands):
2013
2012
2011
Minimum Rental
$41,899
$43,620
$39,676
Less: Sublease Rentals
(554)
(501)
(665)
Total
$41,345
$43,119
$39,011
Future minimum payments under operating leases were $230.4 million at April 30, 2013. Annual minimum
payments under these leases for fiscal years 2014 through 2018 are approximately $41.1 million, $38.3 million,
$37.0 million, $36.2 million, and $23.2 million, respectively. Rent expense associated with operating leases that
include scheduled rent increases and tenant incentives, such as rent holidays or leasehold improvement
allowances, are recorded on a straight-line basis over the term of the lease.
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The Company is involved in routine litigation in the ordinary course of its business. A provision for litigation is
accrued when information available to the Company indicates that it is probable a liability has been incurred and
the amount of loss can be reasonably estimated. Significant judgment may be required to determine both the
probability and estimates of loss. When the amount of the loss can only be estimated within a range, the most
likely outcome within that range is accrued. If no amount within the range is a better estimate than any other
amount, the minimum amount within the range is accrued. When uncertainties exist related to the probable
outcome of litigation and/or the amount or range of loss, the Company does not record a liability, but discloses
facts related to the nature of the contingency and possible losses if management considers the information to be
material. Reserves for legal defense costs are recorded when management believes such future costs will be
material. The accruals for loss contingencies and legal costs are reviewed regularly and may be adjusted to
reflect updated information on the status of litigation and advice of legal counsel. In the opinion of management,
the ultimate resolution of all pending litigation will not have a material effect upon the financial condition or
results of operations of the Company.
Note 17 - Retirement Plans
The Company and its principal subsidiaries have contributory and noncontributory retirement plans that cover
substantially all employees. The plans generally provide for employee retirement between the ages of 60 and
65, and benefits based on length of service and compensation, as defined.
The Company recognizes the overfunded or underfunded status of defined benefit postretirement plans,
measured as the difference between the fair value of plan assets and the projected benefit obligation, in the
Consolidated Statements of Financial Position. The change in the funded status of the plan is recognized within
Accumulated Other Comprehensive Loss in the Consolidated Statements of Financial Position. Plan assets and
obligations are measured as of the Company’s balance sheet date.
The amounts in Accumulated Other Comprehensive Loss that are expected to be recognized as components of
net periodic benefit cost during the next fiscal year are as follows (in thousands):
United States
Non-U.S.
Total
Actuarial Loss
Prior Service Cost
$6,257
$7,338
$13,595
-
121
121
Total
$6,257
$7,459
$13,716
The Company has agreements with certain officers and senior management that provide for the payment of
supplemental retirement benefits after the termination of employment for 10 years or in a lifetime annuity. Under
certain circumstances, including a change of control as defined, the payment of such amounts could be
accelerated on a present value basis.
In March 2013, the Company’s Board of Directors approved plan amendments that will freeze the U.S.
Employees’ Retirement Plan, Supplemental Benefit Plan, and Supplemental Executive Retirement Plan, which
will be effective on June 30, 2013. These plans are U.S. defined benefit plans. Under the amendments, no new
employees will be permitted to enter these plans and no additional benefits for current participants for future
services will be accrued after June 30, 2013. This amendment decreased the pension benefit liabilities by $18.2
million, and resulted in an after-tax decrease in accumulated other comprehensive loss of $11.3 million. The
Company also recorded a pension plan curtailment expense of $2.7 million in fiscal year 2013 as a result of the
plan amendments, which represented a write-off of the unrecognized prior service cost for the U.S. plans. The
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curtailment expense is included within the Restructuring Charges line item in the Consolidated Statements of
Income.
The components of net pension expense for the defined benefit plans and the weighted-average assumptions
were as follows (in thousands):
Service Cost
Interest Cost
2013
2012
2011
U.S.
Non-U.S.
U.S.
Non-U.S.
U.S.
Non-U.S.
$12,701
$6,204
$9,951
$6,062
$9,591
$6,681
12,032
15,784
12,042
15,862
10,758
16,118
Expected Return on Plan Assets
(12,927)
(17,975)
(11,679)
(17,412)
(10,118)
(15,542)
Net Amortization of Prior Service Cost
and Transition Asset
Recognized Net Actuarial Loss
Curtailment Loss
854
6,050
2,681
127
3,905
-
902
4,444
-
133
670
-
770
4,343
-
117
2,915
-
Net Pension Expense
$21,391
$8,045
$15,660
$5,315
$15,344
$10,289
Discount Rate
Rate of Compensation Increase
Expected Return on Plan Assets
4.7%
3.1%
8.0%
5.0%
3.4%
6.8%
5.7%
4.0%
8.0%
5.6%
4.4%
6.8%
5.9%
4.0%
8.5%
5.7%
4.6%
6.8%
The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for the retirement
plans with accumulated benefit obligations in excess of plan assets were $683.5 million, $655.0 million and
$480.7 million, respectively, as of April 30, 2013 and $563.4 million, $532.2 million and $419.4 million,
respectively, as of April 30, 2012.
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The following table sets forth the changes in and the status of the plans’ assets and benefit obligations:
Dollars in thousands
CHANGE IN PLAN ASSETS
2013
2012
U.S.
Non-U.S.
U.S.
Non-U.S.
Fair Value of Plan Assets, Beginning of Year
$160,396
$270,329
$144,887
$268,268
Actual Return on Plan Assets
Employer Contributions
Employees’ Contributions
Benefits Paid
Foreign Currency Rate Changes
Fair Value, End of Year
22,161
13,210
-
(9,240)
40,844
14,311
1,892
(6,907)
9,676
15,656
-
8,033
9,283
1,937
(9,823)
(11,556)
-
(13,780)
-
(5,636)
$186,527
$306,689
$160,396
$270,329
CHANGE IN PROJECTED BENEFIT OBLIGATION
Benefit Obligation, Beginning of Year
$(253,399)
$(326,730)
$(208,969)
$(300,178)
Service Cost
Interest Cost
Employee Contributions
Actuarial (Loss)
Benefits Paid
Foreign Currency Rate Changes
Curtailment
Amendments and Other
(12,701)
(12,032)
-
(6,204)
(15,784)
(1,892)
(9,951)
(6,062)
(12,042)
(15,862)
-
(1,937)
(56,453)
(66,702)
(30,980)
(21,846)
9,240
-
18,158
(472)
6,907
16,127
-
-
9,823
-
-
(1,280)
11,556
7,900
-
(301)
Benefit Obligation, End of Year
$(307,659)
$(394,278)
$(253,399)
$(326,730)
Funded Status
$(121,132)
$(87,589)
$(93,003)
$(56,401)
AMOUNTS RECOGNIZED IN THE STATEMENT OF
FINANCIAL POSITION:
Current Pension Liability
Noncurrent Pension Liability
(3,826)
(533)
(2,524)
(1,065)
(117,306)
(87,056)
(90,479)
(55,336)
Net Amount Recognized in Statement of Financial Position
$(121,132)
$(87,589)
$(93,003)
$(56,401)
AMOUNTS RECOGNIZED IN ACCUMULATED OTHER
COMPREHENSIVE LOSS CONSIST OF (before tax)
Net Actuarial Loss
Prior Service Cost
$(105,311)
$(102,083)
$(82,301)
$(65,859)
-
(1,039)
(3,062)
(1,185)
Total Accumulated Other Comprehensive Loss
$(105,311)
$(103,122)
$(85,363)
$(67,044)
Change in Accumulated Other Comprehensive Loss
$(19,948)
$(36,078)
$(28,921)
$(30,084)
WEIGHTED AVERAGE ASSUMPTIONS USED IN
DETERMINING ASSETS AND LIABILITIES
Discount Rate
Rate of Compensation Increase
4.2%
N/A
4.2%
3.2%
4.7%
3.1%
5.0%
3.4%
Accumulated Benefit Obligations
$(307,659)
$(359,438)
$(242,780)
$(299,947)
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Basis for determining discount rate:
The discount rates for the United States and Canadian pension plans were based on the derivation of a single-
equivalent discount rate using a standard spot rate curve and the timing of expected benefit payments as of
April 30, 2013. The spot rate curve used is based upon a portfolio of Moody’s-rated Aa3 (or higher) corporate
bonds. The discount rates for the other international plans were based on similar published indices with
durations comparable to that of each plan’s liabilities.
Basis for determining the expected asset return:
The expected long-term rates of return were estimated using market benchmarks for equities, real estate, and
bonds applied to each plan’s target asset allocation and are estimated by asset class including an anticipated
inflation rate. The expected long-term rates are then compared to the historic investment performance of the
plan assets as well as future expectations and estimated through consultation with investment advisors and
actuaries.
Pension plan assets/investments:
The investment guidelines for the defined benefit pension plans are established based upon an evaluation of
market conditions, plan liabilities, cash requirements for benefit payments, and tolerance for risk. Investment
guidelines include the use of actively and passively managed securities. The investment objective is to ensure
that funds are available to meet the plan’s benefit obligations when they are due. The investment strategy is to
invest in high quality and diversified equity and debt securities to achieve our long-term expectation. The plans’
risk management practices provide guidance to the investment managers, including guidelines for asset
concentration, credit rating and liquidity. Asset allocation favors a balanced portfolio, with a target allocation of
approximately 54% equity securities, 43% fixed income securities and cash, and 3% real estate. Due to volatility
in the market, the target allocation is not always desirable and asset allocations will fluctuate between
acceptable ranges of plus or minus 5%. The Company regularly reviews the investment allocations and
periodically rebalances investments to the target allocations. The Company categorizes its pension assets into
three levels based upon the assumptions (inputs) used to price the assets. Level 1 provides the most reliable
measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels
are defined as follows:
Level 1: Unadjusted quoted prices in active markets for identical assets.
Level 2: Observable inputs other than those included in Level 1. For example, quoted prices for similar
assets in active markets or quoted prices for identical assets in inactive markets.
Level 3: Unobservable inputs reflecting assumptions about the inputs used in pricing the asset.
-85-
The Company did not maintain any level 3 assets during fiscal years 2013 and 2012. The following tables set
forth, by level within the fair value hierarchy, pension plan assets at their fair value as of April 30 (in thousands):
2013
2012
Level 1
Level 2
Total
Level 1
Level 2
Total
U.S. Plan Assets
Equity Securities:
U.S. Commingled Funds
$ -
$79,449
$79,449
$ -
$68,750
$68,750
Non-U.S. Commingled Funds
Fixed Income Commingled Funds
Real Estate
-
-
-
33,814
61,440
11,824
33,814
61,440
11,824
-
-
-
29,208
51,630
10,808
29,208
51,630
10,808
Total U.S. Plan Assets
$ -
$186,527
$186,527
$ -
$160,396
$160,396
Non-U.S. Plan Assets
Equity Securities:
U.S. Equities
Non-U.S. Equities
$1,156
$38,799
$39,955
$14,720
$14,556
$29,276
2,261
107,607
109,868
Balanced Managed Funds
10,571
1,938
12,509
Fixed Income Securities:
Government/Sovereign Securities
Fixed Income Funds
12,656
15,781
41,145
55,943
53,801
71,724
Other:
Real Estate/Other
-
15,989
15,989
Cash and Cash Equivalents
2,843
-
2,843
13,856
9,761
15,738
17,483
3,027
10,350
71,851
1,542
85,707
11,303
32,937
51,922
48,675
69,405
12,586
-
15,613
10,350
Total Non-U.S. Plan Assets
$45,268
$261,421
$306,689
$84,935
$185,394
$270,329
Total Plan Assets
$45,268
$447,948
$493,216
$84,935
$345,790
$430,725
Expected employer contributions to the defined benefit pension plans in fiscal year 2014 will be approximately
$19.4 million, including $9.5 million of minimum amounts required for the Company’s non-U.S. plans. From time
to time, the Company may elect to make voluntary contributions to its defined benefit plans to improve their
funded status.
Benefit payments from all plans are expected to approximate $17.1 million in fiscal years 2014 and 2015, $19.4
million in fiscal year 2016, $19.9 million in fiscal year 2017, $21.4 million in fiscal year 2018 and $126.8 million
for fiscal years 2019 through 2023.
The Company provides contributory life insurance and health care benefits, subject to certain dollar limitations
for substantially all of its eligible retired U.S. employees. The cost of such benefits is expensed over the years
the employee renders service and is not funded in advance. The accumulated post-retirement benefit obligation
recognized in the Consolidated Statements of Financial Position as of April 30, 2013 and 2012 was $6.3 million
and $5.7 million, respectively. Annual expenses for these plans for fiscal years 2013, 2012 and 2011 were $0.8
million, $0.7 million and $0.6 million, respectively.
The Company has defined contribution savings plans. The Company contribution is based on employee
contributions and the level of Company match. The expense for these plans amounted to approximately $9.2
million, $9.1 million and $8.5 million in fiscal years 2013, 2012, and 2011 respectively.
-86-
Note 18 – Stock-Based Compensation
All equity compensation plans have been approved by security holders. At the meeting of shareholders held in
September 2009, shareholders approved the 2009 Key Employee Stock Plan, as amended (“the Plan”). Under
the Plan, qualified employees are eligible to receive awards that may include stock options, performance-based
stock awards and other restricted stock awards. Under the Plan, a maximum number of 8,000,000 shares of
Company Class A stock may be issued. As of April 30, 2013, there were approximately 5,775,562 securities
remaining available for future issuance under the Plan. The Company issues treasury shares to fund awards
issued under the Plan.
Stock Option Activity:
Under the terms of the Company’s stock option plan, the exercise price of stock options granted may not be less
than 100% of the fair market value of the stock at the date of grant. Options are exercisable over a maximum
period of 10 years from the date of grant and generally vest 50% on the fourth and fifth anniversary date after
the award is granted. Under certain circumstances relating to a change of control, as defined, the right to
exercise options outstanding could be accelerated.
The following table provides the estimated weighted average fair value for options granted each period using the
Black-Scholes option-pricing model and the significant weighted average assumptions used in their
determination. The expected life represents an estimate of the period of time stock options will be outstanding
based on the historical exercise behavior of option recipients. The risk-free interest rate is based on the
corresponding U.S. Treasury yield curve in effect at the time of the grant. The expected volatility is based on the
historical volatility of the Company’s Common Stock price over the estimated life of the option while, the
dividend yield is based on the expected dividend payments to be made by the Company.
For the Years
Ended April 30,
2013
2012
2011
Fair Value of Options on Grant Date
$12.26
$14.11
$11.97
Weighted Average assumptions:
Expected Life of Options (years)
7.3
7.3
7.7
Risk-Free Interest Rate
Expected Volatility
Expected Dividend Yield
1.2%
30.2%
2.0%
2.3%
29.0%
1.6%
Fair Value of Common Stock on Grant Date
$48.06
$49.55
2.7%
28.9%
1.6%
$40.02
-87-
A summary of the activity and status of the Company’s stock option plans follows:
2013
2012
2011
Stock Options
Outstanding at Beginning of
Year
Granted
Exercised
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Term
(in years)
Aggregate
Intrinsic
Value
(in
millions)
Options
(in 000’s)
4,130
$40.74
394
$48.06
(784)
$34.44
Weighted
Average
Exercise
Price
Options
(in 000’s)
Weighted
Average
Exercise
Price
Options
(in 000’s)
4,258
$38.52
4,987
$36.51
411
$49.55
413
$40.02
(539)
$29.97
(1,133)
$30.23
Expired or Forfeited
(8)
$35.00
-
-
(9)
$32.54
Outstanding at End of Year
3,732
$42.85
Exercisable at End of Year
2,166
$42.45
4.6
2.6
$4.2
$3.1
4,130
$40.74
4,258
$38.52
2,301
$40.08
2,218
$35.40
Vested and Expected to Vest
in the Future at April 30,
2013
3,603
$42.93
4.5
$4.0
The intrinsic value is the difference between the Company’s common stock price and the option grant price. The
total intrinsic value of options exercised during fiscal years 2013, 2012 and 2011 was $3.1 million, $8.2 million
and $23.5 million, respectively. The total grant date fair value of stock options vested during fiscal year 2013
was $8.8 million.
As of April 30, 2013, there was $5.5 million of unrecognized share-based compensation expense related to
stock options, which is expected to be recognized over a period up to 5 years, or 2.2 years on a weighted
average basis.
The following table summarizes information about stock options outstanding and exercisable at April 30, 2013:
Options Outstanding
Options Exercisable
Number of
Options
(in 000’s)
Weighted
Average
Remaining
Term (in years)
Weighted
Average
Exercise Price
Number of
Options
(in 000’s)
Weighted
Average
Exercise Price
323
950
1,039
1,420
3,732
1.9
3.7
4.4
5.8
4.6
$31.88
$35.99
$44.57
$48.66
$42.85
318
603
628
617
2,166
$31.97
$36.53
$47.55
$48.46
$42.45
Range of
Exercise Prices
$25.32 to $33.05
$35.04 to $38.55
$40.02 to $47.55
$48.46 to $49.55
Total/Average
Performance-Based and Other Restricted Stock Activity:
Under the terms of the Company’s long-term incentive plans, performance-based restricted stock awards are
payable in restricted shares of the Company’s Class A Common Stock upon the achievement of certain three-
year financial performance-based targets. During each three-year period, the Company adjusts compensation
expense based upon its best estimate of expected performance. The restricted performance shares vest 50%
on the first and second anniversary date after the award is earned.
-88-
The Company may also grant individual restricted awards of the Company’s Class A Common Stock to key
employees in connection with their employment. The restricted shares generally vest 50% at the end of the
fourth and fifth years following the date of the grant.
Under certain circumstances relating to a change of control or termination, as defined, the restrictions would
lapse and shares would vest earlier. Activity for performance-based and other restricted stock awards during
fiscal years 2013, 2012 and 2011 was as follows (shares in thousands):
2013
2012
2011
Weighted
Average
Grant Date
Value
Restricted
Shares
Restricted
Shares
Restricted
Shares
Nonvested Shares at Beginning of Year
Granted
Change in shares due to performance
Vested and Issued
Forfeited
Nonvested Shares at End of Year
1,042
296
(227)
(237)
(37)
837
$41.31
$47.31
$45.31
$38.06
$38.54
$43.39
904
272
31
(159)
(6)
1,042
926
255
78
(349)
(6)
904
As of April 30, 2013, there was $16.0 million of unrecognized share-based compensation cost related to
performance-based and other restricted stock awards, which is expected to be recognized over a period up to 5
years, or 2.9 years on a weighted average basis. Compensation expense for restricted stock awards is
measured using the closing market price of the Company’s Class A Common Stock at the date of grant. The
total grant date value of shares vested during fiscal years 2013, 2012 and 2011 was $9.0 million, $7.5 million
and $13.5 million, respectively.
Director Stock Awards:
Under the terms of the Company’s Director Stock Plan (the “Director Plan”), each non-employee director
receives an annual award of Class A Common Stock equal in value to 100% of the annual director fee, based
on the stock price on the date of grant. The granted shares may not be sold or transferred during the time the
non-employee director remains a director. There were 13,437; 12,474 and 11,144 shares awarded under the
Director Plan for fiscal years 2013, 2012 and 2011, respectively.
Note 19 - Capital Stock and Changes in Capital Accounts
Each share of the Company’s Class B Common Stock is convertible into one share of Class A Common Stock.
The holders of Class A stock are entitled to elect 30% of the entire Board of Directors and the holders of Class B
stock are entitled to elect the remainder. On all other matters, each share of Class A stock is entitled to one
tenth of one vote and each share of Class B stock is entitled to one vote.
During fiscal year 2011, the Board of Directors of the Company approved a share repurchase program for an
additional four million shares of Class A or Class B Common Stock. The approval of this repurchase program
increased the number of shares that may be purchased from time to time in the open market and through
privately negotiated transactions to eight million. During fiscal year 2013, the Company repurchased 1,846,873
-89-
shares at an average price of $39.92 per share. As of April 30, 2013, the Company has authorization from its
Board of Directors to purchase up to 509,652 additional shares.
Note 20 - Segment Information
In fiscal year 2013, the Company renamed its operating segments to better reflect its focus on providing
knowledge and knowledge-based services in areas of research, professional development and education. As a
result, Scientific, Technical, Medical and Scholarly has been renamed Research; Professional/Trade has been
renamed Professional Development; and Global Education has been renamed Education. The Company
maintains publishing, marketing and distribution centers principally in the United States, Canada, Europe, Asia
and Australia. Below is a description of the Company’s three operating segments:
Research serves the world’s research and scholarly communities and is the largest publisher for professional
and scholarly societies. Research products include scientific, technical, medical and scholarly research
journals, books, major reference works, databases, clinical decision support tools and laboratory manuals and
workflow tools, in the publishing areas of the physical sciences and engineering, health sciences, social science
and humanities and life sciences. Research customers include academic, corporate, government, and public
libraries; researchers; scientists; clinicians; engineers and technologists; scholarly and professional societies;
and students and professors. The Company’s Research products are sold and distributed globally, online and in
print through multiple channels, including research libraries and library consortia, independent subscription
agents, direct sales to professional society members, bookstores, online booksellers and other customers.
Publishing centers include Australia, Germany, India, Singapore, the United Kingdom and the United States.
Professional Development acquires, develops and publishes professional books, subscription products,
certification and training services and online applications in the areas of business, finance, accounting,
workplace learning, management, leadership, technology, behavioral health, engineering/architecture and
education. Products are developed in print and digitally for worldwide distribution through multiple channels,
including major chains and online booksellers, independent bookstores, libraries, colleges and universities,
warehouse clubs, corporations, direct to consumer, websites and other online applications. Publishing centers
include Australia, Canada, Germany, India, Singapore, the United Kingdom and the United States.
Education produces education content and services including online program management for colleges and
universities and integrated online teaching and learning resources for instructors and students. Education
products and services are principally delivered through college bookstores and online distributors, with
customers having access to content in multi-media formats, as well as the traditional textbook. Education
products and services are available in each of its publishing disciplines, including the sciences, engineering,
computer science, mathematics, business and accounting, statistics, geography, hospitality and the culinary
arts, education, psychology and modern languages. Publishing centers include Asia, Australia, Canada, India,
the United Kingdom and the United States.
Shared Services - The Company reports financial data for shared service functions, which are centrally
managed for the benefit of the three global businesses, including Distribution, Technology Services, Occupancy
and Other Administration support.
In fiscal year 2013, the Company changed its internal reporting of segment measures for the purposes of
assessing performance and making resource allocation decisions. Accordingly, the Company now reports on
segment performance after the allocation of certain direct Shared Services and Administrative Costs, identified
as Contribution to Profit. These costs were previously reported as independent activities and not reflected within
-90-
each segment's operating results. In addition, the management responsibility and reporting of certain
Professional Development and Education product lines were realigned as of May 1, 2012. Prior year results
have been restated for comparative purposes for each of the changes described above.
Segment information is as follows (in thousands):
For the years ended April 30,
2012
2013
2011
RESEARCH:
Revenue
Direct Contribution to Profit
Allocated Shared Services and Administrative Costs:
Distribution
Technology Services
Occupancy and Other
Contribution to Profit
PROFESSIONAL DEVELOPMENT:
Revenue
Direct Contribution to Profit
Allocated Shared Services and Administrative Costs:
Distribution
Technology Services
Occupancy and Other
Contribution to Profit
EDUCATION:
Revenue
Direct Contribution to Profit
Allocated Shared Services and Administrative Costs:
Distribution
Technology Services
Occupancy and Other
Contribution to Profit
$1,009,825
$1,040,727
$998,902
420,963
452,274
424,797
(46,009)
(66,105)
(22,343)
$286,506
(47,995)
(65,734)
(21,085)
$317,460
(52,101)
(63,820)
(17,820)
$291,056
$416,495
$427,562
$430,998
86,678
108,431
92,031
(40,664)
(29,187)
(11,381)
$5,446
(45,118)
(25,248)
(13,011)
$25,054
(46,519)
(23,858)
(11,684)
$9,970
$334,458
$314,453
$312,651
103,828
107,711
104,509
(15,277)
(30,727)
(7,079)
$50,745
(15,945)
(27,572)
(5,771)
$58,423
(14,393)
(21,840)
(5,179)
$63,097
Total Contribution to Profit
$342,697
$400,937
$364,123
Unallocated Shared Services and Administrative Costs
Foreign Exchange Transaction Losses
Interest Expense & Other, Net
Income Before Taxes
(143,270)
(2,041)
(10,464)
$186,922
(120,518)
(2,261)
(6,063)
$272,095
(115,975)
(2,188)
(14,900)
$231,060
-91-
Total Assets
Research
Professional Development
Education
Corporate/Shared Services
Total
Expenditures for Long Lived Assets
Research
Professional Development
Education
Corporate/Shared Services
Total
Depreciation and Amortization
Research
Professional Development
Education
Corporate/Shared Services
Total
For the years ended April 30,
2013
2012
2011
$1,371,082
520,703
422,658
491,932
$2,806,375
$1,444,114
548,751
156,286
383,795
$2,532,946
$1,486,052
465,752
157,822
320,515
$2,430,141
$33,817
43,587
240,283
54,723
$372,410
$60,049
35,434
33,937
20,096
$149,516
$24,454
103,934
20,729
62,935
$212,052
$56,335
34,734
29,792
17,230
$138,091
$24,636
20,881
21,545
45,968
$113,030
$54,423
34,954
27,672
15,457
$132,506
Export sales from the United States to unaffiliated customers amounted to approximately $150.3 million, $151.1
million and $149.8 million in fiscal years 2013, 2012, and 2011, respectively. The pretax income for consolidated
operations outside the United States was approximately $156.1 million, $171.3 million and $162.8 million in
fiscal years 2013, 2012, and 2011, respectively.
Revenue from external customers based on the location of the customer and long-lived assets by geographic
area were as follows (in thousands):
Revenue
Long-Lived Assets
(Technology, Property & Equipment)
2013
2012
2011
2013
2012
2011
United States
$911,838
$893,662
$888,833
$134,107
$127,641
$107,377
United Kingdom
123,827
135,781
117,072
Germany
84,737
88,314
91,502
Asia
247,962
251,360
242,177
Australia
79,958
Canada
66,440
81,150
74,797
78,722
79,227
Other Countries
246,016
257,678
245,018
31,093
12,492
7,308
3,533
1,092
-
33,145
13,550
7,956
4,400
1,287
-
30,359
14,940
6,530
4,978
1,357
-
Total $1,760,778
$1,782,742
$1,742,551
$189,625
$187,979
$165,541
-92-
Supplementary Financial Information - Results By Quarter (Unaudited)
$ In millions, except per share data
Revenue
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Fiscal Year
2013
2012
410.7
431.8
472.4
445.9
1,760.8
283.5
302.2
330.6
312.2
1,228.5
39.0
62.9
83.6
13.9
199.4
36.1
43.1
57.1
7.9
144.2
$
$
$
$
$
$
$
$
430.1
447.0
451.1
454.5
1,782.7
300.4
314.3
309.0
315.6
1,239.3
60.2
72.0
78.5
69.7
280.4
50.8
50.8
62.9
48.2
212.7
2013
2012
Diluted
Basic
Diluted
Basic
0.60 $
0.71
0.95
0.13
2.39 $
0.61 $
0.72
0.96
0.14
2.43 $
0.82 $
0.83
1.03
0.80
3.47 $
0.84
0.84
1.05
0.81
3.53
$
$
$
$
$
$
$
$
$
$
Gross Profit
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Fiscal Year
Operating Income
First Quarter (a)
Second Quarter (c)
Third Quarter
Fourth Quarter (e)
Fiscal Year
Net Income
First Quarter (a,b)
Second Quarter (c)
Third Quarter (d)
Fourth Quarter (e)
Fiscal Year
Income Per Share
First Quarter (a,b)
Second Quarter (c)
Third Quarter (d)
Fourth Quarter (e)
Fiscal Year
a)
In the first quarter of fiscal year 2013, the Company recorded restructuring charges related to certain activities that will either be
discontinued, outsourced, or relocated to a lower cost region of $4.8 million ($3.5 million after tax or $0.06 per share).
b)
c)
d)
e)
In the first quarters of fiscal years 2013 and 2012, the Company recorded non-cash deferred tax benefits of $8.4 million ($0.14 per
share) and $8.8 million ($0.14 per share), respectively, principally associated with 2% legislative reductions in the U.K. corporate
income tax rates for both years. The benefits reflect the remeasurement of all applicable U.K. deferred tax balances which are
reflected at 23% as of April 30, 2013.
In the second quarter of fiscal year 2013, the Company recorded impairment charges related to the divested Professional
Development consumer publishing programs of $15.5 million ($9.6 million after tax or $0.16 per share). In addition, the Company
reported a gain in the second quarter of fiscal year 2013 associated with the sale of key assets of its travel publishing program of
$9.8 million ($6.2 million after tax or $0.10 per share).
In the third quarter of fiscal year 2012, the Company recorded a $7.5 million tax benefit ($0.12 per share) related to the reversal of
an income tax reserve recorded in conjunction with the Blackwell acquisition in fiscal year 2007.
In the fourth quarter of fiscal year 2013 the Company recorded the following items:
Restructuring charges of $24.5 million ($16.3 million after tax or $0.27 per share) related to the Company’s Restructuring and
Reinvestment Program.
Asset impairment charges of $15.2 million ($11.4 million after tax or $0.19 per share) related to certain controlled circulation
publishing programs in the Company’s Research business and certain technology investments.
A loss on sale of certain Professional Development consumer publishing programs of $3.8 million ($3.6 million after tax or
$0.06 per share).
A tax charge of $2.1 million ($0.04 per share) due to recently published IRS tax positions related to the Company’s ability to
take certain deductions in the U.S.
-93-
JOHN WILEY & SONS, INC., AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED APRIL 30, 2013, 2012, AND 2011
Schedule II
(Dollars in thousands)
Description
Year Ended April 30, 2013
Additions/
(Deductions)
Balance at
Beginning
of Period
Charged to
Cost &
Expenses
Deductions
From
Reserves(2)
Balance
at End of
Period
Allowance for Sales Returns (1)
$35,773
$74,793
$78,732
$31,834
Allowance for Doubtful Accounts
$6,850
$1,863
$1,353
$7,360
Allowance for Inventory Obsolescence
$33,932
$19,930
$25,619
$28,243
Year Ended April 30, 2012
Allowance for Sales Returns (1)
$48,909
$82,901
$96,037
$35,773
Allowance for Doubtful Accounts
$19,642
$2,111
$14,903
$6,850
Allowance for Inventory Obsolescence
$36,917
$23,074
$26,059
$33,932
Year Ended April 30, 2011
Allowance for Sales Returns (1)
$55,311
$96,841
$103,243
$48,909
Allowance for Doubtful Accounts
$6,859
$13,989
$1,206
$19,642
Allowance for Inventory Obsolescence
$39,674
$23,772
$26,529
$36,917
(1) Allowance for sales returns represents anticipated returns net of a recovery of inventory and royalty costs.
The provision is reported as a reduction of gross sales to arrive at revenue and the reserve balance is
reported as a reduction of accounts receivable with a corresponding increase in Inventory and a reduction in
Accounts and royalties payable (See Note 2).
(2) Deductions from reserves include foreign exchange translation adjustments and accounts written off, less
recoveries.
-94-
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A. Controls and Procedures
Disclosure Controls and Procedures: As of the end of the period covered by this report, an evaluation was
performed under the supervision and with the participation of the Company’s management, including the
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the
Company’s disclosure controls and procedures as such term is defined in Rule 13a-15(e) of the Exchange
Act. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that
the Company’s disclosure controls and procedures provide reasonable assurance that information required
to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded,
processed, summarized and reported within the time periods specified in the Securities and Exchange
Commission rules and forms and (ii) accumulated and communicated to the Company’s management,
including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions
regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting: Our Management is responsible for
establishing and maintaining adequate internal control over financial reporting, as such term is defined in
Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the
effectiveness of our internal control over financial reporting based upon the framework in Internal Control –
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on that evaluation, our management concluded that our internal control over financial reporting is
effective as of April 30, 2013.
KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial
statements included in this Annual Report on Form 10-K and, as part of their audit, has issued their report,
included herein, on the effectiveness of our internal control over financial reporting.
Changes in Internal Control over Financial Reporting: There were no changes in our internal control over
financial reporting that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting during fiscal year 2013.
Item 9B. Other Information
None
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The name, age and background of each of the directors nominated for election are contained under the
caption “Election of Directors” in the Proxy Statement for our 2013 Annual Meeting of Shareholders (“2013
Proxy Statement”) and are incorporated herein by reference.
Information on the audit committee financial experts is contained in the 2013 Proxy Statement under the
caption “Report of the Audit Committee” and is incorporated herein by reference.
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Information on the Audit Committee Charter is contained in the 2013 Proxy Statement under the caption
“Committees of the Board of Directors and Certain Other Information concerning the Board”
Information with respect to the Company’s Corporate Governance principles is publicly available on the
Company’s Corporate Governance website at www.wiley.com/WileyCDA/Section/id-301708.html.
Executive Officers
Set forth below are the executive officers of the Company as of April 30, 2013. Each of the officers listed will
serve until the next organizational meetings of the Board of Directors of the Company and until each of the
respective successors are duly elected and qualified.
PETER BOOTH WILEY - 70
September 2002 - Chairman of the Board, John Wiley and Sons, Inc. (Director since 1984)
STEPHEN M. SMITH – 58
May 2011 - President and Chief Executive Officer, John Wiley and Sons, Inc.
June 2009 - Executive Vice President and Chief Operating Officer – responsible for all publishing,
editorial, sales and marketing and business development activities globally.
May 2007 - Senior Vice President, Wiley Europe, Asia and Australia – responsible for all company
activities and operations in the world outside North America
ELLIS E. COUSENS – 61
2001 - Executive Vice President and Chief Financial and Operations Officer – responsible for the
Company’s worldwide financial organization, strategic planning and business development, internal
audit, information technology, distribution and investor relations.
PATRIK U. DYBERG – 49
February 2012 – Senior Vice President and Chief Technology Officer – responsible for leading the
Company’s global technology functions.
June 2009 – Senior Vice President, Global Solutions Development of LexisNexis – responsible for the
development and maintenance of a large suite of customer-facing products.
December 2005 – Vice President and Chief Information Officer of McGraw Hill – responsible for
transforming the technology organization from three different business units into a single shared
services team.
MARK J. ALLIN – 51
August 2010 - Senior Vice President, Professional Development – responsible for leading the Company’s
global Professional Development business.
January 2010 - Vice President and Chief Operating Officer, Professional and Trade – responsible for PD
profitability and marketing operations.
July 2009 - Vice President, Asia/Pacific and International Development – responsible for managing
Wiley’s business operations in Asia and Australia.
July 2006 - Managing Director, Wiley Asia – responsible for managing Wiley’s business operations in
Asia
WILLIAM ARLINGTON – 64
1996 - Senior Vice President, Human Resources – responsible for managing the Company’s Global
Human Resources organization. (Succeeded by Mary-Jo O’Leary on May 1, 2013 and transitioned to
the role of Senior Advisor to the Senior Vice President until his retirement on June 30, 2013).
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MARY-JO O’LEARY – 50
October 2012 – Vice President and Director, Human Resources – responsible for working with the Senior
Vice President, Human Resources to manage the Company’s Global Human Resources organization.
(Succeeded William Arlington as Senior Vice President, Human Resources on May 1, 2013).
July 2003 – Vice President, Marketing & Sales – responsible for managing the sales, marketing and
custom publishing functions for the Company’s Education business.
JOSEPH S. HEIDER – 54
May 2011 - Senior Vice President, Education – responsible for leading the Company’s worldwide
Education business.
January 2011 - Senior Vice President, US Higher Education – responsible for leading the Company’s US
Higher Education business.
May 2010 - Vice President and Chief Operating Officer, Higher Education – responsible for leading the
Company’s US Higher Education Product Development and New Business Development and
Production Groups.
October 2000 - Vice President, Product and E-Business Development – responsible for leading the
Company’s Higher Education Product and New Business Development Group.
GARY M. RINCK – 61
2004 - Senior Vice President, General Counsel – responsible for all of the Company’s legal and corporate
governance functions at Wiley.
STEVEN J. MIRON – 52
May 2010 - Senior Vice President, Global Research – responsible for leading the Company’s worldwide
Research business.
November 2009 - Chief Operating Officer, Scientific, Technical, Medical and Scholarly business –
responsible for Research's editorial strategy and operations as well as product marketing.
February 2007 - Vice President and Managing Director, Physical Science – responsible for leading
Research's Physical Sciences business.
VINCENT MARZANO – 50
September 2006 - Vice President, Treasurer – responsible for global treasury operations, insurable risk
management, accounts receivable, and credit and collections.
EDWARD J. MELANDO – 57
January 2013 – Senior Vice President, Corporate Controller and Chief Accounting Officer – responsible
for Financial Reporting, Taxes, and Financial Shared Services.
2002 - Vice President, Corporate Controller and Chief Accounting Officer – responsible for Financial
Reporting, Taxes and the Financial Shared Services.
REED ELFENBEIN – 59
October 2012 – Senior Vice President, International Development and Global Research – leads team
responsible for increasing market share in growing and emerging markets and supervises the
worldwide Research sales team.
February 2007 – Vice President and Managing Director, Sales and Marketing – supervised the domestic
and international sales and marketing teams.
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CLAY E. STOBAUGH – 55
August 2011 – Senior Vice President, Corporate Marketing – responsible for strategic marketing and
customer relationship management.
July 2005 – Executive Vice President, Sales and Marketing of SRSsoft, Inc. – responsible for all sales
and marketing activity.
JOHN W. SEMEL – 42
February 2009 – Senior Vice President, Planning and Development – responsible for global acquisitions
and divestitures, strategic investments, strategic planning, corporate alliances and business
development.
2008 – Executive Vice President, Business Development of The Weinstein Company – responsible for
acquisitions, strategic investments, alliances, joint ventures, and managing integrated marketing across
media properties.
MICHAEL PRESTON – 45
February 2009 - Corporate Secretary – responsible for Board administration and compliance with
corporate regulatory requirements.
August 2005 - Senior Assistant Corporate Secretary of Sunoco, Inc. – responsible for the governance of the
company’s subsidiaries, joint ventures and limited liability companies including Sunoco Logistics
Partners, L.P. and Sun Coke entities.
Item 11. Executive Compensation
Information on compensation of the directors and executive officers is contained in the 2013 Proxy
Statement under the captions “Directors’ Compensation” and “Executive Compensation,” respectively, and is
incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information on the beneficial ownership reporting for the directors and executive officers is contained under
the caption “Section 16(a) Beneficial Ownership Reporting Compliance” within the “Beneficial Ownership of
Directors and Management” section of the 2013 Proxy Statement and is incorporated herein by reference.
Information on the beneficial ownership reporting for all other shareholders that own 5% of more of the
Company’s Class A or Class B Common Stock is contained under the caption “Voting Securities, Record
Date, Principal Holders” in the 2013 Proxy Statement and is incorporated herein by reference.
The following table summarizes the Company’s equity compensation plan information as of April 30, 2013:
Plan Category
Equity compensation plans approved by
shareholders
Equity compensation plans not approved
by shareholders
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
(a)
Weighted-average
exercise price of
outstanding
options, warrants
and rights
(b)
Number of
securities remaining
available for future
issuance under equity
compensation plans
(excluding securities
reflected in column
(a) (c)
4,569,430 (1)
$42.85
5,775,562
-
-
-
Total
4,569,430
$42.85
5,775,562
(1) This amount includes the following awards issued under the 2009 Key Employee Stock Plan:
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3,732,028 shares issuable upon the exercise of outstanding stock options with a weighted average
exercise price of $42.85.
837,402 non-vested performance-based and other restricted stock awards. Since these awards have
no exercise price, they are not included in the weighted average exercise price calculation.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information on related party transactions and the policies and procedures for reviewing and approving
related party transactions are contained under the caption “Transactions with Related Persons” within the
“Board and Committee Oversight of Risk” section of the 2013 Proxy Statement and are incorporated herein
by reference.
Information on director independence is contained under the caption “Director Independence” within the
“Board of Directors and Corporate Governance” section of the 2013 Proxy Statement.
Item 14. Principal Accountant Fees and Services
Information required by this item is contained in the 2013 Proxy Statement under the caption “Report of the
Audit Committee” and is incorporated herein by reference.
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PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)
(b)
(c)
3.1
3.2
3.3
3.4
3.5
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8*
10.9
Financial Statements and Schedules are included in the attached index on page 3 and are filed as part of
this report
Reports on Form 8-K submitted to the Securities and Exchange Commission since the filing of the
Company’s 10-Q on March 11, 2013:
Earnings release on the fiscal year 2013 results issued on Form 8-K dated June 18, 2013, which included
certain condensed financial statements of the Company.
Employment agreement and announcement of John A. Kritzmacher as the Company’s next Executive Vice
President and Chief Financial Officer issued on Form 8-K dated June 4, 2013.
Exhibits
Restated Certificate of Incorporation (incorporated by reference to the Company’s Report on Form 10-K for
the year ended April 30, 1992).
Certificate of Amendment of the Certificate of Incorporation dated October 13, 1995 (incorporated by
reference to the Company’s Report on Form 10-K for the year ended April 30, 1997).
Certificate of Amendment of the Certificate of Incorporation dated as of September 1998 (incorporated by
reference to the Company’s Report on Form 10-Q for the quarterly period ended October 31, 1998).
Certificate of Amendment of the Certificate of Incorporation dated as of September 1999 (incorporated by
reference to the Company’s Report on Form 10-Q for the quarterly period ended October 31, 1999).
By-Laws as Amended and Restated dated as of September 2007 (incorporated by reference to the
Company’s Report on Form 10-K for the year ended April 30, 2008).
Amended and Restated Credit Agreement dated as of November 2, 2011, among the Company and Bank of
America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and Other Lenders Party Hereto
(incorporated by reference to the Company’s Report on Form 10-Q for the quarterly period ended October
31, 2011).
Agreement of Lease dated as of August 4, 2000, between, Block A South Waterfront Development L.L.C.,
as Landlord, and the Company, as Tenant (incorporated by reference to the Company’s Report on Form 10-
Q for the quarterly period ended July 31, 2000).
2009 Director Stock Plan (incorporated by reference to the Company’s Report on Form 10-Q for the
quarterly period ended October 31, 2009).
2009 Executive Annual Incentive Plan (incorporated by reference to the Company’s Report on Form 10-Q
for the quarterly period ended October 31, 2011).
Amended 2009 Key Employee Stock Plan (Revised September 15, 2011 and incorporated by reference to
the Company’s Report on Form 10-Q for the quarterly period ended October 31, 2011).
Supplemental Executive Retirement Plan as Amended and Restated effective as of January 1, 2009
(incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2010).
Amendments A and B to the Supplemental Executive Retirement Plan as Amended and Restated Effective
January 1, 2009 (incorporated by reference to the Company’s Report on Form 10-Q for the quarterly period
ended July 31, 2010).
Resolution amending the Supplemental Executive Retirement Plan effective June 30, 2013.
Supplemental Benefit Plan Amended and Restated as of January 1, 2009, including amendments through
August 1, 2010 (incorporated by reference to the Company’s Report on Form 10-Q for the quarterly period
ended January 31, 2011).
10.10* Resolution amending the Supplemental Benefit Plan effective June 30, 2013.
10.11
Deferred Compensation Plan as Amended and Restated Effective as of January 1, 2008 (incorporated by
reference to the Company’s Report on Form 10-K for the year ended April 30, 2010).
10.12* Resolution amending the Deferred Compensation Plan effective July 1, 2013.
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10.13
Deferred Compensation Plan for Directors’ 2005 & After Compensation (incorporated by reference to the
Report on Form 8-K, filed December 21, 2005).
10.14*
Form of the Fiscal Year 2014 Qualified Executive Long Term Incentive Plan.
10.15*
Form of the Fiscal Year 2014 Qualified Executive Annual Incentive Plan.
10.16*
Form of the Fiscal Year 2014 Executive Annual Strategic Milestones Incentive Plan.
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
10.31
21*
23*
Form of the Fiscal Year 2013 Qualified Executive Long Term Incentive Plan (incorporated by reference to
the Company’s Report on Form 10-K for the year ended April 30, 2012).
Form of the Fiscal Year 2013 Qualified Executive Annual Incentive Plan (incorporated by reference to the
Company’s Report on Form 10-K for the year ended April 30, 2012).
Form of the Fiscal Year 2013 Executive Annual Strategic Milestones Incentive Plan (incorporated by
reference to the Company’s Report on Form 10-K for the year ended April 30, 2012).
Form of the Fiscal Year 2012 Qualified Executive Long Term Incentive Plan (incorporated by reference to
the Company’s Report on Form 10-K for the year ended April 30, 2011).
Form of the Fiscal Year 2012 Qualified Executive Annual Incentive Plan (incorporated by reference to the
Company’s Report on Form 10-Q for the quarterly period ended July 31, 2011).
Form of the Fiscal Year 2012 Executive Annual Strategic Milestones Incentive Plan (incorporated by
reference to the Company’s Report on Form 10-Q for the quarterly period ended July 31, 2011).
Senior Executive Employment Agreement to Arbitrate dated as of April 29, 2003 (incorporated by reference
to the Company’s Report on Form 10-K for the year ended April 30, 2003).
Schedule of individual officers party to Senior Executive Employment Agreement to Arbitrate dated as of
April 29, 2003 (incorporated by reference to the Company’s Report on Form 10-Q for the quarterly period
ended October 31, 2009).
Senior Executive Non-competition and Non-Disclosure Agreement dated as of April 29, 2003 (incorporated
by reference to the Company’s Report on Form 10-K for the year ended April 30, 2003).
Schedule of individual officers party to Senior Executive Non-Competition and Non-Disclosure Agreement
dated as of April 29, 2003 (incorporated by reference to the Company’s Report on Form 10-Q for the
quarterly period ended October 31, 2009).
Senior executive Employment Agreement dated as of September 17, 2010 and effective as of May 1, 2011,
between Stephen M. Smith and the Company (incorporated by reference to the Company’s Report on Form
8-K dated as of September 22, 2010)
Senior executive Employment Agreement dated as of December 1, 2008, between Ellis E. Cousens and the
Company (incorporated by reference to the Company’s Report on Form 10-Q for the quarterly period ended
January 31, 2009).
Senior executive Employment Agreement letter dated as of March 15, 2004, between Gary M. Rinck and the
Company (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30,
2011).
Senior executive Employment Agreement dated as of May 1, 2010, between Stephen J. Miron and the
Company (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30,
2011).
Senior executive Employment Agreement dated as of November 1, 2011, between Mark J. Allin and the
Company (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30,
2012).
List of Subsidiaries of the Company
Consent of KPMG LLP
31.1*
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2*
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
*
Filed herewith
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Dated: June 26, 2013
JOHN WILEY & SONS, INC.
(Company)
By:
/s/ Stephen M. Smith
Stephen M. Smith
President and Chief Executive Officer
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 Company and in the capacities and on the dates indicated.
Signatures
Titles
Dated
President and Chief Executive Officer
June 26, 2013
Director
Executive Vice President and
June 26, 2013
Chief Financial and Operations Officer
Senior Vice President, Controller and
June 26, 2013
Chief Accounting Officer
Director
June 26, 2013
Editor and Director
June 26, 2013
/s/ Stephen M. Smith
Stephen M. Smith
/s/ Ellis E. Cousens
Ellis E. Cousens
/s/ Edward J. Melando
Edward J. Melando
/s/ Peter Booth Wiley
Peter Booth Wiley
/s/ Jesse C. Wiley
Jesse C. Wiley
/s/ William J. Pesce
William J. Pesce
Director
/s/ William B. Plummer
Director
William B. Plummer
/s/ Kalpana Raina
Kalpana Raina
/s/ Mari J. Baker
Mari J. Baker
/s/ Jean-Lou Chameau
Jean-Lou Chameau
/s/ Mathew S. Kissner
Mathew S. Kissner
Director
Director
Director
Director
/s/ Raymond McDaniel, Jr.
Director
Raymond McDaniel, Jr.
/s/ Eduardo R. Menascé
Eduardo R. Menascé
/s/ Linda Katehi
Linda Katehi
Director
Director
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June 26, 2013
June 26, 2013
June 26, 2013
June 26, 2013
June 26, 2013
June 26, 2013
June 26, 2013
June 26, 2013
June 26, 2013
SUBSIDIARIES OF JOHN WILEY & SONS, INC. (1)
As of April 30, 2013
Exhibit 21
John Wiley & Sons International Rights, Inc.
JWS HQ, LLC
JWS DCM, LLC
Deltak edu, Inc
Deltak edu, LLC
Efficient Learning Systems, Inc
Wiley Brasil Divulgacao De Materiais Didaticos LTDA
Wiley Periodicals, Inc.
Wiley Publishing Services, Inc.
Wiley Subscription Services, Inc.
Inscape Publishing Inc.
Wiley Publishing LLC
Wiley India Private Ltd.
WWL Corp.
Wiley International, LLC
John Wiley & Sons UK LLP
John Wiley & Sons UK 2 LLP
Wiley Japan KK
Wiley Europe Investment Holdings, Ltd.
Wiley U.K. (Unlimited Co.)
Wiley Europe Ltd.
John Wiley & Sons, Ltd.
Wiley Heyden Ltd.
Wiley Distribution Services Ltd.
Blackwell Publishing (Holdings) Ltd.
Blackwell Publishing Ltd.
John Wiley & Sons Singapore Pte. Ltd.
John Wiley & Sons Commercial Service Co. Ltd.
John Wiley & Sons GmbH
Wiley-VCH Verlag GmbH & Co. KGaA
Blackwell Science Ltd.
Blackwell Science (Overseas Holdings)
John Wiley & Sons LTD A/S
Blackwell Verlag GmbH
Wiley Publishing Japan KK
Blackwell Science (HK) Ltd.
Wiley Publishing Australia Pty Ltd.
John Wiley and Sons Australia, Ltd.
Blackwell Publishing Asia Pty. Ltd
John Wiley & Sons Canada Limited
John Wiley & Sons (HK) Limited
Jurisdiction
In Which
Incorporated
Delaware
New Jersey
New Jersey
Delaware
Delaware
Arizona
Brazil
Delaware
Delaware
Delaware
Delaware
Delaware
India
Delaware
Delaware
United Kingdom
United Kingdom
Japan
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
Singapore
China
Germany
Germany
United Kingdom
United Kingdom
Denmark
Germany
Japan
Hong Kong
Australia
Australia
Australia
Canada
Hong Kong
(1) The names of other subsidiaries that would not constitute a significant subsidiary in the aggregate have been
omitted.
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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Exhibit 23
The Board of Directors and Shareholders
John Wiley & Sons, Inc.:
We consent to the incorporation by reference in the Registration Statement No. 33-62605 on Form S-8 of John Wiley &
Sons, Inc. (the “Company”) of our reports dated June 26, 2013, with respect to the consolidated statements of financial
position of John Wiley & Sons, Inc. as of April 30, 2013 and 2012, and the related consolidated statements of income,
comprehensive income, cash flows and shareholders’ equity for each of the years in the three-year period ended April
30, 2013, and the related financial statement schedule, and the effectiveness of internal control over financial reporting
as of April 30, 2013, which reports appear in the April 30, 2013 annual report on Form 10-K of John Wiley & Sons, Inc.
/s/ KPMG LLP
Short Hills, New Jersey
June 26, 2013
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CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Stephen M. Smith, President and Chief Executive Officer of John Wiley & Sons, Inc. (the “Company”), hereby certify
that:
Exhibit 31.1
1.
I have reviewed this annual report on Form 10-K of the Company;
2. Based on my knowledge, this annual report does not contain any untrue statements of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual
report, fairly present in all material respects the financial condition, results of operations and cash flows of the
Company as of, and for, the periods presented in this report;
4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the
Company, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report, based on such evaluation; and
d. Disclosed in this report any change in the Company’s internal control over financial reporting that
occurred during the Company’s most recent fiscal quarter (the Company’s fourth quarter in the case of
an annual report) that has materially affected, or is reasonably likely to materially affect, the
Company’s internal control over financial reporting; and
5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of
directors (or persons performing the equivalent function):
a. all significant deficiencies and material weaknesses in the design or operation of internal controls over
financial reporting that are reasonably likely to adversely affect the Company’s ability to record,
process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a
significant role in the Company’s internal control over financial reporting.
By:
/s/ Stephen M. Smith
Stephen M. Smith
President and Chief Executive Officer
Dated: June 26, 2013
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CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ellis E. Cousens, Executive Vice President and Chief Financial and Operations Officer of John Wiley & Sons, Inc.
(the “Company”), hereby certify that:
Exhibit 31.2
1.
I have reviewed this annual report on Form 10-K of the Company;
2. Based on my knowledge, this annual report does not contain any untrue statements of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual
report, fairly present in all material respects the financial condition, results of operations and cash flows of the
Company as of, and for, the periods presented in this report;
4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the
Company, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report, based on such evaluation; and
d. Disclosed in this report any change in the Company’s internal control over financial reporting that
occurred during the Company’s most recent fiscal quarter (the Company’s fourth quarter in the case of
an annual report) that has materially affected, or is reasonably likely to materially affect, the
Company’s internal control over financial reporting; and
5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of
directors (or persons performing the equivalent function):
a. all significant deficiencies and material weaknesses in the design or operation of internal controls over
financial reporting that are reasonably likely to adversely affect the Company’s ability to record,
process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a
significant role in the Company’s internal control over financial reporting.
By:
/s/ Ellis E. Cousens
Ellis E. Cousens
Executive Vice President and
Chief Financial and Operations Officer
Dated: June 26, 2013
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CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
In connection with the Annual Report of John Wiley & Sons, Inc. (the “Company”) on Form 10-K for the year ended
April 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen M.
Smith, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
By:
/s/ Stephen M. Smith
Stephen M. Smith
President and Chief Executive Officer
Dated: June 26, 2013
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CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2
In connection with the Annual Report of John Wiley & Sons, Inc. (the “Company”) on Form 10-K for the year ended
April 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ellis E.
Cousens, Executive Vice President and Chief Financial and Operations Officer of the Company, certify, pursuant to 18
U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my
knowledge:
(1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
By:
/s/ Ellis E. Cousens
Ellis E. Cousens
Executive Vice President and
Chief Financial and Operations Officer
Dated: June 26, 2013
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