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OF THE SECURITIES EXCHANGE ACT 1934
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OR
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OF THE SECURITIES ACT OF 1934
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NEW YORK
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13-5593032
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(State of other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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111 RIVER STREET, HOBOKEN NJ
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07030
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(Address of principal executive offices)
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Zip Code
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Registrant’s telephone number, including area code
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(201) 748-6000
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NOT APPLICABLE
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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 [ ]
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer [ ]
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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YES [ ] NO [X]
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-
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FINANCIAL INFORMATION
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PAGE NO.
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Item 1.
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Financial Statements.
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Condensed Consolidated Statements of Financial Position - Unaudited as of July 31, 2010 and 2009, and April 30, 2010
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3
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Condensed Consolidated Statements of Income - Unaudited for the three months ended July 31, 2010 and 2009
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4
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Condensed Consolidated Statements of Cash Flows – Unaudited for the three months ended July 31, 2010 and 2009
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5
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Notes to Unaudited Condensed Consolidated Financial Statements
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6-12
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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13-19
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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20-21
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Item 4.
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Controls and Procedures
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22
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-
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OTHER INFORMATION
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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22
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Item 6.
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Exhibits and Reports on Form 8-K
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22-23
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SIGNATURES AND CERTIFICATIONS
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24-26
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EXHIBITS
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27-28
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JOHN WILEY & SONS, INC. AND SUBSIDIARIES
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CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION - UNAUDITED
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(In thousands)
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July 31,
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April 30,
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|||||||||||
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2010
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2009
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2010
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Assets:
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Current Assets
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Cash and cash equivalents
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$ | 113,880 | $ | 68,197 | $ | 153,513 | ||||||
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Accounts receivable
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225,309 | 212,117 | 186,535 | |||||||||
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Inventories
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98,593 | 110,558 | 97,857 | |||||||||
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Prepaid and other
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29,522 | 37,099 | 47,809 | |||||||||
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Total Current Assets
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467,304 | 427,971 | 485,714 | |||||||||
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Product Development Assets
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105,371 | 91,898 | 107,755 | |||||||||
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Property, Equipment and Technology
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150,987 | 146,484 | 152,684 | |||||||||
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Intangible Assets
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907,885 | 990,631 | 911,550 | |||||||||
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Goodwill
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618,828 | 636,782 | 615,479 | |||||||||
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Deferred Income Tax Benefits
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7,177 | 12,531 | 6,736 | |||||||||
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Other Assets
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36,270 | 34,610 | 36,284 | |||||||||
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Total Assets
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$ | 2,293,822 | $ | 2,340,907 | $ | 2,316,202 | ||||||
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Liabilities & Shareholders' Equity:
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Current Liabilities
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Accounts and royalties payable
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$ | 167,810 | $ | 150,115 | $ | 158,870 | ||||||
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Deferred revenue
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215,821 | 228,103 | 275,653 | |||||||||
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Accrued employment costs
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33,547 | 28,926 | 81,507 | |||||||||
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Accrued income taxes
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2,799 | 877 | 2,516 | |||||||||
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Accrued pension liability
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2,222 | 2,569 | 2,245 | |||||||||
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Other accrued liabilities
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55,450 | 51,280 | 63,581 | |||||||||
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Current portion of long-term debt
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75,625 | 73,125 | 90,000 | |||||||||
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Total Current Liabilities
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553,274 | 534,995 | 674,372 | |||||||||
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Long-Term Debt
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611,375 | 793,875 | 559,000 | |||||||||
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Accrued Pension Liability
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121,135 | 77,777 | 119,280 | |||||||||
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Deferred Income Tax Liabilities
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167,080 | 193,255 | 167,669 | |||||||||
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Other Long-Term Liabilities
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72,712 | 93,938 | 73,445 | |||||||||
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Shareholders’ Equity
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Class A & Class B common stock
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83,191 | 83,191 | 83,191 | |||||||||
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Additional paid-in-capital
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214,895 | 164,900 | 210,848 | |||||||||
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Retained earnings
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1,037,542 | 911,227 | 1,003,099 | |||||||||
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Accumulated other comprehensive loss
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(223,414 | ) | (146,783 | ) | (227,646 | ) | ||||||
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Treasury stock
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(343,968 | ) | (365,468 | ) | (347,056 | ) | ||||||
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Total Shareholders’ Equity
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768,246 | 647,067 | 722,436 | |||||||||
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Total Liabilities & Shareholders' Equity
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$ | 2,293,822 | $ | 2,340,907 | $ | 2,316,202 | ||||||
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The accompanying notes are an integral part of the condensed consolidated financial statements.
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JOHN WILEY & SONS, INC AND SUBSIDIARIES
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CONDENSED CONSOLIDATED STATEMENTS OF INCOME – UNAUDITED
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(In thousands except per share information)
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For The Three Months
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Ended July 31,
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||||
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2010
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2009
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Revenue
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$
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407,938
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$
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388,375
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Costs and Expenses
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Cost of sales
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125,269
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121,536
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Operating and administrative expenses
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211,028
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202,113
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Amortization of intangibles
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8,582
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9,076
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Total Costs and Expenses
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344,879
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332,725
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Operating Income
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63,059
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55,650
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Interest Expense
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(5,708)
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(8,923)
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Foreign Exchange Losses
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(683)
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(9,755)
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Interest Income and Other, net
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420
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145
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Income Before Taxes
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57,088
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37,117
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Provision For Income Taxes
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13,043
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10,240
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Net Income
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$
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44,045
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$
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26,877
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Earnings Per Share
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Diluted
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$
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0.72
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$
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0.45
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Basic
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$
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0.74
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$
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0.46
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Cash Dividends Per Share
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Class A Common
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$
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0.16
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$
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0.14
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Class B Common
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$
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0.16
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$
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0.14
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Average Shares
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||||
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Diluted
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60,905
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59,123
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Basic
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59,877
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58,169
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The accompanying notes are an integral part of the condensed consolidated financial statements.
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||||
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JOHN WILEY & SONS, INC. AND SUBSIDIARIES
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||||||||
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW – UNAUDITED
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||||||||
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(In thousands)
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||||||||
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For The Three Months
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||||||||
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Ended July 31,
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||||||||
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2010
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2009
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|||||||
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Operating Activities
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||||||||
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Net income
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$ | 44,045 | $ | 26,877 | ||||
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Adjustments to reconcile net income to cash provided by (used for) operating activities:
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Amortization of intangibles
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8,582 | 9,076 | ||||||
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Amortization of composition costs
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11,648 | 11,176 | ||||||
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Depreciation of property, equipment and technology
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10,996 | 9,738 | ||||||
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Stock-based compensation
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3,938 | 2,739 | ||||||
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Excess tax benefits from stock-based compensation
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(464 | ) | (102 | ) | ||||
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Foreign exchange transaction losses
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683 | 9,755 | ||||||
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Pension expense, net of contributions
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3,947 | (14,550 | ) | |||||
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Non-cash charges & other
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26,028 | 21,849 | ||||||
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Change in deferred revenue
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(57,695 | ) | (41,609 | ) | ||||
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Net change in operating assets and liabilities, excluding acquisitions
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(44,563 | ) | (44,538 | ) | ||||
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Cash Provided by (Used for) Operating Activities
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7,145 | (9,589 | ) | |||||
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Investing Activities
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Additions to product development assets
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(35,218 | ) | (33,378 | ) | ||||
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Additions to property, equipment and technology
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(9,477 | ) | (8,889 | ) | ||||
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Acquisitions, net of cash acquired
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(2,402 | ) | (3,695 | ) | ||||
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Cash Used for Investing Activities
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(47,097 | ) | (45,962 | ) | ||||
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Financing Activities
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Repayment of long-term debt
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(76,900 | ) | (249,300 | ) | ||||
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Borrowings of long-term debt
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114,900 | 293,900 | ||||||
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Change in book overdrafts
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(27,858 | ) | (18,616 | ) | ||||
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Cash dividends
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(9,602 | ) | (8,193 | ) | ||||
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Proceeds from exercise of stock options and other
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2,733 | 347 | ||||||
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Excess tax benefits from stock-based compensation
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464 | 102 | ||||||
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Cash Provided by Financing Activities
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3,737 | 18,240 | ||||||
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Effects of Exchange Rate Changes on Cash
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(3,418 | ) | 2,680 | |||||
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Cash and Cash Equivalents
|
||||||||
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Decrease for the Period
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(39,633 | ) | (34,631 | ) | ||||
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Balance at Beginning of Period
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153,513 | 102,828 | ||||||
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Balance at End of Period
|
$ | 113,880 | $ | 68,197 | ||||
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Cash Paid During the Period for:
|
||||||||
|
Interest
|
$ | 5,297 | $ | 7,976 | ||||
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Income taxes, net
|
$ | 1,760 | $ | 347 | ||||
|
The accompanying notes are an integral part of the condensed consolidated financial statements.
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||||||||
|
1.
|
Basis of Presentation
|
|
2.
|
Recent Accounting Standards
|
|
3
.
|
Share-Based Compensation
|
|
For the Three Months
Ended July 31,
|
|||
|
2010
|
2009
|
||
|
Restricted Stock:
|
|||
|
Awards granted (in thousands)
|
250
|
319
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|
Weighted average fair market value of grant
|
$40.02
|
$35.04
|
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Stock Options:
|
|||
|
Awards granted (in thousands)
|
407
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695
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|
|
Weighted average fair market value of grant
|
$11.97
|
$11.32
|
|
|
For the Three Months
Ended July 31,
|
|||
|
2010
|
2009
|
||
|
Expected life of options (years)
|
7.8
|
7.8
|
|
|
Risk-free interest rate
|
2.7%
|
3.3%
|
|
|
Expected volatility
|
28.8%
|
29.9%
|
|
|
Expected dividend yield
|
1.6%
|
1.6%
|
|
|
Fair value of common stock on grant date
|
$40.02
|
$35.04
|
|
|
4.
|
Comprehensive Income (Loss)
|
|
For the Three Months
Ended July 31,
|
|||
|
2010
|
2009
|
||
|
Net income
|
$44,045
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$26,877
|
|
|
Changes in accumulated other comprehensive income (loss):
|
|||
|
Foreign currency translation adjustment
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1,197
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111,097
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|
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Change in unrecognized retirement costs, net of tax
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930
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(1,659)
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Change in unrecognized loss on interest rate swaps, net of tax
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2,105
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2,177
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Comprehensive income
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$48,277
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$138,492
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For the Three Months
|
|||||
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April 30, 2010
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Change for Period
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July 31, 2010
|
|||
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Foreign currency translation loss
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$(142,731)
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$1,197
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$(141,534)
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Unrecognized retirement costs, net of tax
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(80,953)
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930
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(80,023)
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Unrecognized loss on interest rate swaps, net of tax
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(3,962)
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2,105
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(1,857)
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Total
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$(227,646)
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$4,232
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$(223,414)
|
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5.
|
Reconciliation of Weighted Average Shares Outstanding
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For the Three Months
Ended July 31,
|
|||
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2010
|
2009
|
||
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Weighted average shares outstanding
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60,176
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58,470
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Less: Unearned restricted shares
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(299)
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(301)
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Shares used for basic earnings per share
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59,877
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58,169
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Dilutive effect of stock options and other stock awards
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1,028
|
954
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|
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Shares used for diluted earnings per share
|
60,905
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59,123
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|
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6.
|
Inventories
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|
As of July 31,
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As of April 30,
|
||||
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2010
|
2009
|
2010
|
|||
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Finished goods
|
$83,921
|
$94,045
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$86,355
|
||
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Work-in-process
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7,673
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10,030
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7,566
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||
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Paper, cloth and other
|
10,596
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10,609
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7,434
|
||
|
102,190
|
114,684
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101,355
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|||
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LIFO reserve
|
(3,597)
|
(4,126)
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(3,498)
|
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Total inventories
|
$98,593
|
$110,558
|
$97,857
|
||
|
For The Three Months
|
||||
|
Ended July 31,
|
||||
|
2010
|
2009
|
|||
|
Revenue
|
||||
|
Scientific, Technical, Medical and Scholarly
|
$229,399
|
$229,453
|
||
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Professional/Trade
|
99,898
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89,679
|
||
|
Higher Education
|
78,641
|
69,243
|
||
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Total
|
$407,938
|
$388,375
|
||
|
Direct Contribution to Profit
|
||||
|
Scientific, Technical, Medical and Scholarly
|
$93,743
|
$93,905
|
||
|
Professional/Trade
|
21,685
|
16,434
|
||
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Higher Education
|
32,301
|
25,621
|
||
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Total
|
$147,729
|
$135,960
|
||
|
Shared Services and Administration Costs
|
||||
|
Distribution
|
$(27,020)
|
$(27,026)
|
||
|
Technology Services
|
(27,550)
|
(22,643)
|
||
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Finance
|
(10,018)
|
(10,453)
|
||
|
Other Administration
|
(20,082)
|
(20,188)
|
||
|
Total
|
$(84,670)
|
$(80,310)
|
||
|
Operating Income
|
$63,059
|
$55,650
|
||
|
8.
|
Intangible Assets
|
|
As of July 31,
|
As of April 30,
|
||||
|
2010
|
2009
|
2010
|
|||
|
Intangible assets with indefinite lives:
|
|
|
|||
|
Brands and trademarks
|
$170,990
|
$177,900
|
$169,621
|
||
|
Acquired publishing rights
|
99,600
|
131,434
|
101,891
|
||
|
$270,590
|
$309,334
|
$271,512
|
|||
|
Net intangible assets with determinable lives:
|
|
|
|
||
|
Acquired publishing rights
|
$576,207
|
$613,609
|
$578,140
|
||
|
Customer relationships
|
50,884
|
55,839
|
51,326
|
||
|
Brands and trademarks
|
10,041
|
11,274
|
10,318
|
||
|
Covenants not to compete
|
163
|
575
|
254
|
||
|
$637,295
|
$681,297
|
$640,038
|
|||
|
Total
|
$907,885
|
$990,631
|
$911,550
|
||
|
9.
|
Restructuring Reserves
|
|
10.
|
Income Taxes
|
|
11.
|
Retirement Plans
|
|
For the Three Months
Ended July 31,
|
|||
|
2010
|
2009
|
||
|
Service Cost
|
$3,928
|
$2,842
|
|
|
Interest Cost
|
6,567
|
6,074
|
|
|
Expected Return of Plan Assets
|
(6,230)
|
(4,912)
|
|
|
Net Amortization of Prior Service Cost
|
220
|
147
|
|
|
Recognized Net Actuarial Loss
|
1,744
|
921
|
|
|
Net Pension Expense
|
$6,229
|
$5,072
|
|
|
12.
|
Derivative Instruments and Hedging Activities
|
|
13.
|
Foreign Exchange Gains/(Losses)
|
|
14.
|
Subsequent Event
|
|
·
|
13 new signings
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·
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15 renewed/extended contracts
|
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·
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1 contract not renewed
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·
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Eleven journals on behalf of the
British Psychological Society (BPS). The BPS is the second largest psychological society in the world with approximately 50,000 members. The journals were previously self-published.
|
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·
|
Acta Obstetricia et Gynecologica
on behalf of the Nordisk Förening för Obstetrikoch Gynekologi, a federation of five national societies of obstetricians and gynaecologists in Denmark, Norway, Finland, Iceland and Sweden.
|
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·
|
Journal of the European Economic Association
on behalf of the European Economic Association (EEA). The EEA is the third highest profile economic society in the world, thereby strengthening Wiley’s position as the world’s leading publisher of society journals in this field.
|
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·
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Revenue opportunities, including new applications and business models, online advertising, deeper market penetration, enhanced discoverability and individual sales/pay-per-view
|
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·
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An easy-to-use interface providing intuitive navigation and fast access to online content
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·
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Research tools to enable the discovery of available resources and help pinpoint information
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·
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Personalization options to keep up-to-date on the latest research with content alerts and RSS feeds and the ability to store key publications and articles for future reference
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·
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Customizable product home pages that allow journal and society communities to highlight key features and share news and information
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Access icons that identify the content available to customers through institutional licenses, society membership and author-funded Online Open publication, as well as freely available content
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·
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A copublishing agreement was signed with the Society of Chemical Industry to launch a new electronic journal entitled
Greenhouse Gases: Science and Technology
.
|
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·
|
eBook sales nearly doubled over prior year, excluding a large, one-time online book license with a consortium in Saudi Arabia.
|
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·
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Online advertising sales, which is a key feature of Wiley Online Library, continued to gain traction.
|
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·
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A pilot project was launched with Scivee, a leading video platform solutions provider to the STM market, to create synchronized video presentations by Wiley authors. The primary objective of this pilot is to test the impact of new media on article usage.
|
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·
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Of these ranked journals, nearly a quarter are in the top ten in one or more subject categories, while two-thirds are in the top half. Fifty-one new Wiley journals were added to the listing for 2009.
|
|
·
|
Wiley has thirty-six #1 rankings.
|
|
o
|
Physical Sciences and Chemistry
: four #1 rankings, including
Mass Spectrometry Reviews
for the 11
th
consecutive year and
Advanced Synthesis and Catalysis
for its
7
th
year.
|
|
o
|
Life Sciences
: nine #1 rankings, including five newcomers and four repeats from last year -
Aging Cell
,
Global Ecology and Biogeography
,
Human Brain Mapping
and
Journal of Avian Biology
in Ornithology.
|
|
o
|
Social Sciences and Humanities
: thirteen #1 rankings, including
Child Development
(ranked #1 for the fifth consecutive year),
Econometrica
,
Industrial Relations
and
Journal of Computer-Mediated Communication
.
Seventy-five
Wiley journals are ranked in the top ten of their respective categories.
|
|
o
|
Health Sciences
: ten #1 rankings and an additional fifty in the top ten. The journal
CA – A Cancer Journal for Clinicians
, published on behalf of The American Cancer Society, was awarded the highest Impact Factor among all medical journals.
|
| ● | Business advanced 12%, with sales strong through all channels and in all regions. eBook sales were strong. | |
| ● | Consumer declined 7% against a strong prior year. | |
| ● | Technology was up 30% due to the success of books related to MS Office 2010 and the iPad, as well as global growth across the professional and certification lines. | |
| ● | Education grew 37%, fueled by the best seller Teach Like a Champion by Doug Lemov. | |
| ● | Architecture was flat compared to prior year. | |
| ● | Psychology grew 13% compared to prior year. |
|
·
|
eBook sales doubled in the first quarter to nearly $4 million.
|
|
·
|
Wiley has agreements with several eBook channel partners, including Amazon (Kindle), Apple (iPad), Barnes & Noble (Nook), Borders (Kobo), CourseSmart, Google and many others.
|
|
·
|
Approximately 2,000 eBooks are already available through the Apple iBook store. Over 9,000 Wiley books are available on Amazon’s Kindle store, which can also be read on the iPad.
|
|
·
|
In June, Wiley signed an eBook agreement with Google.
|
|
·
|
LPI Online
(Leadership Practice Inventory), a comprehensive suite of online leadership tools, including assessment instruments typically administered by human resource professionals, launched ten new feature enhancements and implemented a new, more streamlined user registration process. The number of registered users doubled quarter-over-quarter to 110,000.
|
|
·
|
Frommers Unlimited
launched a private-label travel section for AARP (our first delivery from the new application called Online Delivery Framework) that included 100 destination guides with custom overviews. Also launched this quarter was a new Alitalia destination guide service covering 45 of its key routes in English and Italian.
|
|
·
|
In June, Wiley announced an agreement with RSMeans, a division of Reed Construction Group, to become its exclusive publisher and distributor of professional reference books. In addition to managing the current reference collection, Wiley and RSMeans will launch a branded series of new reference books over the next several years, primarily targeting the commercial and residential construction markets, in both print and digital formats. |
|
·
|
Business and Finance
:
Marketing Lessons from the Grateful Dead: What Every Business Can Learn from the Most Iconic Band in History
by David Meerman Scott and Brian Halligan;
Business Model Generation: A Handbook for Visionaries, Game-Changers and Challengers
by Alexander Osterwalder;
Valuation 5e,
a book published with McKinsey;
Little Book of Bull Moves
by Peter Schiff; and
Coherent Stress Testing
by Riccardo Rebonato.
|
|
·
|
Consumer
:
Good Stuff Cookbook
by Spike Mendelsohn, former “Food Network Top Chef” contestant;
You Can Can
, a Better Homes and Gardens book;
Dora and Diego Let’s Cook
, a Nickelodeon book; and nine
Essentials For Dummies
books, including Algebra I, Pre-Algebra and Grammar.
|
|
·
|
Technology
: iPad For Dummies
by Ed Baig and Bob LeVitus; and
MS Office For Dummies
DVD and
Office For Dummies
author profile videos.
|
|
·
|
Psychology
:
Handbook of Social Psychology eMRW
, the foremost reference that academics, researchers and graduate students rely on for current, well-researched and thorough information covering the field of social psychology.
|
|
·
|
Americas
grew 15% to $59.9 million or 14% on a currency neutral basis.
|
|
·
|
EMEA
rose 7% to $5.2 million, or 12% on a currency neutral basis.
|
|
·
|
Asia-Pacific
advanced 12% to $13.5 million, or 5% on a currency neutral basis.
|
|
·
|
In
Engineering and Computer Science
revenue increased 32%. Growth was driven primarily by Callister:
Materials Science 8e,
Rainer:
Intro to IS 3e
, Montgomery:
Applied Statistics 5e
and Horstmann:
Big Java 4e
and
Java for Everyone 1e.
|
|
·
|
Science
revenue increased 21%. Books driving growth include Halliday:
Physics 9e,
Solomons:
Organic Chemistry 10e,
Grosvenor:
Visualizing Nutrition 1e
and Karp:
Cell and Molecular Biology 6e
.
|
|
·
|
Business and Accounting
revenue grew 2%, but was flat on a currency neutral basis compared to a strong quarter in the prior year. Weygandt:
Financial Accounting 7e
and
Managerial Accounting 5e,
as well as Schermerhorn:
Organizational Behaviour 11e
and Boone:
Contemporary Business 13e Update,
contributed to the
results
.
|
|
·
|
Social Science
revenue increased 19%. Key books include deBlij: Regions
14e,
Gisslen:
Cooking 7e
, Comer:
Psychology 1e
and Strahler:
Physical Geography 5e.
|
|
·
|
Mathematics
revenue was up slightly. Results were driven by Hughes Hallet:
Applied Calculus 4e
and Mann:
Statistics 7e.
|
|
·
|
Microsoft Online Academic Course (MOAC)
revenue increased 30%, attributable to growth in the Windows Server books.
|
|
·
|
Global billings of WileyPLUS in the first quarter grew 13% to approximately $12 million.
|
|
·
|
Digital-only billings (not packaged with a print textbook) grew 26% to approximately $4 million.
|
|
·
|
Billings of WileyPLUS outside the US were approximately $2 million, or 18% of global WileyPLUS.
|
|
·
|
Deferred WileyPLUS revenue as of July 31, 2010 was approximately $12 million compared with $11 million a year ago.
|
|
(a)
|
Exhibits
|
|
|
10.2 – Amendment A to the Supplemental Executive Retirement Plan as Amended and Restated Effective as of January 1, 2009
|
|
|
10.3 – Amendment B to the Supplemental Executive Retirement Plan as Amended and Restated Effective as of January 1, 2009
|
|
(b)
|
The following reports on Form 8-K were furnished to the Securities and Exchange Commission since the filing of the Company’s 10-K on June 23, 2010.
|
|
i.
|
Earnings release on the first quarter fiscal 2011 results issued on Form 8-K dated September 9, 2010 which included the condensed financial statements of the Company.
|
|
JOHN WILEY & SONS, INC.
|
||
|
Registrant
|
|
By
|
/s/ William J. Pesce
|
||
|
William J. Pesce
|
|||
|
President and
|
|||
|
Chief Executive Officer
|
|
By
|
/s/ Ellis E. Cousens
|
||
|
Ellis E. Cousens
|
|||
|
Executive Vice President and
|
|||
|
Chief Financial & Operations Officer
|
|
By
|
/s/ Edward J. Melando
|
||
|
Edward J. Melando
|
|||
|
Vice President, Controller and
|
|||
|
Chief Accounting Officer
|
|
Dated: September 9, 2010
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|