UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended

November 30, ~~2022~~2023

Commission File No.

000-19860

SCHOLASTIC CORPORATION

(Exact name of Registrant as specified in its charter)


Delaware		13-3385513
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
557 Broadway,
New York,	New York	10012
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (212) 343-6100


Title of Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value	SCHL	The NASDAQ Stock Market LLC

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date:


Title of each class						Number of shares outstanding as of November 30, ~~2022~~2023
Common Stock, $0.01 par value						~~32,354,790~~28,222,041
Class A Stock, $0.01 par value						1,656,200

SCHOLASTIC CORPORATION

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED November 30, ~~2022~~2023

INDEX



Part I - Financial Information		Page

Item 1.	Financial Statements

	Condensed Consolidated Statements of Operations (Unaudited)	3

	Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)	4

	Condensed Consolidated Balance Sheets (Unaudited)	5

	Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited)	6

	Condensed Consolidated Statements of Cash Flows (Unaudited)	8

	Notes to Condensed Consolidated Financial Statements (Unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2223

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3331

Item 4.	Controls and Procedures	3432

Part II - Other Information

Item 1A.	Risk Factors	33

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3534

Item 6.	Exhibits	3635

Signatures		3837

PART I - FINANCIAL INFORMATION


Item 1. Financial Statements


SCHOLASTIC CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED (Dollar amounts in millions, except per share data)


		Three months ended				Six months ended					Three months ended				Six months ended
		November 30,				November 30,					November 30,				November 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Revenues	Revenues	$	587.9	$	524.2	$	850.8	$	784.0	Revenues	$	562.6	$	587.9	$	791.1	$	850.8
Operating costs and expenses:	Operating costs and expenses:									Operating costs and expenses:
Cost of goods sold	Cost of goods sold		260.4		238.0		404.9		371.3	Cost of goods sold		234.1		260.4		364.1		404.9
Selling, general and administrative expenses	Selling, general and administrative expenses		213.6		188.3		376.4		331.9	Selling, general and administrative expenses		213.1		213.6		397.3		376.4
Depreciation and amortization	Depreciation and amortization		13.8		14.5		27.5		29.4	Depreciation and amortization		14.1		13.8		27.5		27.5

Total operating costs and expenses	Total operating costs and expenses		487.8		440.8		808.8		732.6	Total operating costs and expenses		461.3		487.8		788.9		808.8
Operating income (loss)	Operating income (loss)		100.1		83.4		42.0		51.4	Operating income (loss)		101.3		100.1		2.2		42.0
Interest income (expense), net	Interest income (expense), net		0.7		(0.5)		0.9		(1.8)	Interest income (expense), net		0.4		0.7		1.8		0.9
Other components of net periodic benefit (cost)	Other components of net periodic benefit (cost)		0.1		0.0		0.1		0.0	Other components of net periodic benefit (cost)		(0.2)		0.1		(0.5)		0.1
Gain (loss) on sale of assets and other			—		6.2		—		6.2

Earnings (loss) before income taxes	Earnings (loss) before income taxes		100.9		89.1		43.0		55.8	Earnings (loss) before income taxes		101.5		100.9		3.5		43.0
Provision (benefit) for income taxes	Provision (benefit) for income taxes		25.5		20.7		13.0		11.8	Provision (benefit) for income taxes		24.6		25.5		0.8		13.0
Net income (loss)	Net income (loss)		75.4		68.4		30.0		44.0	Net income (loss)		76.9		75.4		2.7		30.0
Less: Net income (loss) attributable to noncontrolling interest	Less: Net income (loss) attributable to noncontrolling interest		0.1		0.1		0.2		(0.1)	Less: Net income (loss) attributable to noncontrolling interest		—		0.1		—		0.2
Net income (loss) attributable to Scholastic Corporation	Net income (loss) attributable to Scholastic Corporation	$	75.3	$	68.3	$	29.8	$	44.1	Net income (loss) attributable to Scholastic Corporation	$	76.9	$	75.3	$	2.7	$	29.8
Basic and diluted earnings (loss) per share of Class A and Common Stock	Basic and diluted earnings (loss) per share of Class A and Common Stock									Basic and diluted earnings (loss) per share of Class A and Common Stock
Basic	Basic	$	2.17	$	1.97	$	0.86	$	1.27	Basic	$	2.51	$	2.17	$	0.09	$	0.86
Diluted	Diluted	$	2.12	$	1.91	$	0.84	$	1.24	Diluted	$	2.45	$	2.12	$	0.09	$	0.84

See accompanying notes


SCHOLASTIC CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - UNAUDITED (Dollar amounts in millions)


		Three months ended				Six months ended					Three months ended				Six months ended
		November 30,				November 30,					November 30,				November 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Net income (loss)	Net income (loss)	$	75.4	$	68.4	$	30.0	$	44.0	Net income (loss)	$	76.9	$	75.4	$	2.7	$	30.0
Other comprehensive income (loss), net:	Other comprehensive income (loss), net:									Other comprehensive income (loss), net:
Foreign currency translation adjustments	Foreign currency translation adjustments		3.0		(4.4)		(6.6)		(10.2)	Foreign currency translation adjustments		0.2		3.0		2.0		(6.6)
Pension and postretirement adjustments (net of tax)	Pension and postretirement adjustments (net of tax)		(0.1)		0.5		(0.1)		0.6	Pension and postretirement adjustments (net of tax)		0.1		(0.1)		0.3		(0.1)
Total other comprehensive income (loss), net	Total other comprehensive income (loss), net	$	2.9	$	(3.9)	$	(6.7)	$	(9.6)	Total other comprehensive income (loss), net	$	0.3	$	2.9	$	2.3	$	(6.7)
Comprehensive income (loss)	Comprehensive income (loss)	$	78.3	$	64.5	$	23.3	$	34.4	Comprehensive income (loss)	$	77.2	$	78.3	$	5.0	$	23.3
Less: Net income (loss) attributable to noncontrolling interest	Less: Net income (loss) attributable to noncontrolling interest		0.1		0.1		0.2		(0.1)	Less: Net income (loss) attributable to noncontrolling interest		—		0.1		—		0.2
Comprehensive income (loss) attributable to Scholastic Corporation	Comprehensive income (loss) attributable to Scholastic Corporation	$	78.2	$	64.4	$	23.1	$	34.5	Comprehensive income (loss) attributable to Scholastic Corporation	$	77.2	$	78.2	$	5.0	$	23.1

See accompanying notes


SCHOLASTIC CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED (Dollar amounts in millions, except per share data)


		November 30, 2022		May 31, 2022		November 30, 2021			November 30, 2023		May 31, 2023		November 30, 2022
		(unaudited)		(audited)		(unaudited)			(unaudited)		(audited)		(unaudited)
ASSETS	ASSETS							ASSETS
Current Assets:	Current Assets:							Current Assets:
Cash and cash equivalents	Cash and cash equivalents	$	261.1	$	316.6	$	300.7	Cash and cash equivalents	$	149.5	$	224.5	$	261.1
Accounts receivable, net	Accounts receivable, net		345.9		299.4		370.5	Accounts receivable, net		311.8		278.0		345.9
Inventories, net	Inventories, net		380.4		281.4		279.3	Inventories, net		302.3		334.5		380.4
Income tax receivable	Income tax receivable		17.4		26.8		12.6	Income tax receivable		11.6		8.9		17.4
Prepaid expenses and other current assets	Prepaid expenses and other current assets		77.5		68.1		64.4	Prepaid expenses and other current assets		65.4		47.0		77.5
Assets held for sale			—		3.7		—

Total current assets	Total current assets		1,082.3		996.0		1,027.5	Total current assets		840.6		892.9		1,082.3
Noncurrent Assets:	Noncurrent Assets:							Noncurrent Assets:
Property, plant and equipment, net	Property, plant and equipment, net		511.7		517.0		535.8	Property, plant and equipment, net		523.6		521.4		511.7
Prepublication costs, net	Prepublication costs, net		53.4		55.5		60.6	Prepublication costs, net		55.2		56.4		53.4
Operating lease right-of-use assets, net	Operating lease right-of-use assets, net		75.1		81.9		67.3	Operating lease right-of-use assets, net		97.3		85.7		75.1
Royalty advances, net	Royalty advances, net		57.9		49.2		52.1	Royalty advances, net		55.4		56.8		57.9
Goodwill	Goodwill		132.0		125.3		125.7	Goodwill		132.8		132.7		132.0
Noncurrent deferred income taxes	Noncurrent deferred income taxes		21.5		21.5		25.3	Noncurrent deferred income taxes		20.9		21.0		21.5
Other assets and deferred charges	Other assets and deferred charges		100.1		94.4		86.4	Other assets and deferred charges		107.7		99.8		100.1
Total noncurrent assets	Total noncurrent assets		951.7		944.8		953.2	Total noncurrent assets		992.9		973.8		951.7
Total assets	Total assets	$	2,034.0	$	1,940.8	$	1,980.7	Total assets	$	1,833.5	$	1,866.7	$	2,034.0

LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY							LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:	Current Liabilities:							Current Liabilities:
Lines of credit and current portion of long-term debt	Lines of credit and current portion of long-term debt	$	4.8	$	6.5	$	14.3	Lines of credit and current portion of long-term debt	$	6.3	$	6.0	$	4.8
Accounts payable	Accounts payable		212.4		162.3		180.5	Accounts payable		159.5		170.9		212.4
Accrued royalties	Accrued royalties		69.4		61.3		63.6	Accrued royalties		57.5		52.8		69.4
Deferred revenue	Deferred revenue		232.7		172.8		192.3	Deferred revenue		225.0		169.1		232.7
Other accrued expenses	Other accrued expenses		180.4		193.3		193.6	Other accrued expenses		162.5		168.9		180.4
Accrued income taxes	Accrued income taxes		2.1		2.7		4.6	Accrued income taxes		2.5		13.4		2.1
Operating lease liabilities	Operating lease liabilities		22.9		20.8		22.8	Operating lease liabilities		23.4		21.2		22.9
Total current liabilities	Total current liabilities		724.7		619.7		671.7	Total current liabilities		636.7		602.3		724.7
Noncurrent Liabilities:	Noncurrent Liabilities:							Noncurrent Liabilities:
Long-term debt	Long-term debt		—		—		—	Long-term debt		—		—		—
Operating lease liabilities	Operating lease liabilities		61.9		69.8		55.4	Operating lease liabilities		84.1		73.8		61.9
Other noncurrent liabilities	Other noncurrent liabilities		29.3		32.9		43.6	Other noncurrent liabilities		33.6		26.1		29.3
Total noncurrent liabilities	Total noncurrent liabilities		91.2		102.7		99.0	Total noncurrent liabilities		117.7		99.9		91.2
Commitments and Contingencies (see Note 6)			—		—		—
Commitments and Contingencies (see Note 5)								Commitments and Contingencies (see Note 5)		—		—		—
Stockholders’ Equity:	Stockholders’ Equity:							Stockholders’ Equity:
Preferred Stock, $1.00 par value: Authorized, 2.0 shares; Issued and Outstanding, none	Preferred Stock, $1.00 par value: Authorized, 2.0 shares; Issued and Outstanding, none	$	—	$	—	$	—	Preferred Stock, $1.00 par value: Authorized, 2.0 shares; Issued and Outstanding, none	$	—	$	—	$	—
Class A Stock, $0.01 par value: Authorized, 4.0 shares; Issued and Outstanding, 1.7 shares	Class A Stock, $0.01 par value: Authorized, 4.0 shares; Issued and Outstanding, 1.7 shares		0.0		0.0		0.0	Class A Stock, $0.01 par value: Authorized, 4.0 shares; Issued and Outstanding, 1.7 shares		0.0		0.0		0.0
Common Stock, $0.01 par value: Authorized, 70.0 shares; Issued, 42.9 shares; Outstanding, 32.4, 32.5, and 32.9 shares, respectively			0.4		0.4		0.4
Common Stock, $0.01 par value: Authorized, 70.0 shares; Issued, 42.9 shares; Outstanding, 28.2, 30.0, and 32.4 shares, respectively								Common Stock, $0.01 par value: Authorized, 70.0 shares; Issued, 42.9 shares; Outstanding, 28.2, 30.0, and 32.4 shares, respectively		0.4		0.4		0.4
Additional paid-in capital	Additional paid-in capital		629.0		627.0		625.1	Additional paid-in capital		630.8		632.2		629.0
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)		(52.1)		(45.4)		(44.3)	Accumulated other comprehensive income (loss)		(53.5)		(55.8)		(52.1)
Retained earnings	Retained earnings		992.4		976.5		950.1	Retained earnings		1,026.0		1,035.6		992.4
Treasury stock, at cost: 10.6, 10.4 and 10.0 shares, respectively			(353.2)		(341.5)		(322.5)
Treasury stock, at cost: 14.7, 12.9 and 10.6 shares, respectively								Treasury stock, at cost: 14.7, 12.9 and 10.6 shares, respectively		(524.6)		(449.5)		(353.2)
Total stockholders’ equity of Scholastic Corporation	Total stockholders’ equity of Scholastic Corporation		1,216.5		1,217.0		1,208.8	Total stockholders’ equity of Scholastic Corporation		1,079.1		1,162.9		1,216.5
Noncontrolling interest	Noncontrolling interest		1.6		1.4		1.2	Noncontrolling interest		—		1.6		1.6
Total stockholders’ equity	Total stockholders’ equity		1,218.1		1,218.4		1,210.0	Total stockholders’ equity		1,079.1		1,164.5		1,218.1
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	2,034.0	$	1,940.8	$	1,980.7	Total liabilities and stockholders’ equity	$	1,833.5	$	1,866.7	$	2,034.0

See accompanying notes


SCHOLASTIC CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - UNAUDITED (Dollar amounts in millions, except per share data)


		Class A Stock			Common Stock			Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Treasury Stock At Cost			Total Stockholders' Equity of Scholastic Corporation			Noncontrolling Interest		Total Stockholders' Equity			Class A Stock			Common Stock			Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Treasury Stock At Cost			Total Stockholders' Equity of Scholastic Corporation			Noncontrolling Interest		Total Stockholders' Equity
		Shares	Amount		Shares	Amount																					Shares	Amount		Shares	Amount
Balance at June 1, 2021		1.7	$	0.0	32.7	$	0.4		$	626.5		$	(34.7)	$	916.4		$	(327.8)		$	1,180.8	$	1.5	$	1,182.3
Balance at June 1, 2022																										Balance at June 1, 2022	1.7	$	0.0	32.5	$	0.4		$	627.0		$	(45.4)	$	976.5		$	(341.5)		$	1,217.0	$	1.4	$	1,218.4
Net Income (loss)	Net Income (loss)	—	—		—	—			—			—		(24.2)			—			(24.2)		(0.2)		(24.4)		Net Income (loss)	—	—		—	—			—			—		(45.5)			—			(45.5)		0.1		(45.4)
Foreign currency translation adjustment	Foreign currency translation adjustment	—	—		—	—			—			(5.8)		—			—			(5.8)		—		(5.8)		Foreign currency translation adjustment	—	—		—	—			—			(9.6)		—			—			(9.6)		—		(9.6)
Pension and post-retirement adjustments (net of tax of $0.1)	Pension and post-retirement adjustments (net of tax of $0.1)	—	—		—	—			—			0.1		—			—			0.1		—		0.1		Pension and post-retirement adjustments (net of tax of $0.1)	—	—		—	—			—			0.0		—			—			0.0		—		0.0
Stock-based compensation	Stock-based compensation	—	—		—	—			1.5			—		—			—			1.5		—		1.5		Stock-based compensation	—	—		—	—			1.7			—		—			—			1.7		—		1.7
Proceeds pursuant to stock-based compensation plans	Proceeds pursuant to stock-based compensation plans	—	—		—	—			0.5			—		—			—			0.5		—		0.5		Proceeds pursuant to stock-based compensation plans	—	—		—	—			11.6			—		—			—			11.6		—		11.6
Purchases of treasury stock at cost																										Purchases of treasury stock at cost	—	—		(0.1)	—			—			—		—			(5.1)			(5.1)		—		(5.1)
Treasury stock issued pursuant to equity-based plans																										Treasury stock issued pursuant to equity-based plans	—	—		0.3	—			(10.8)			—		—			12.4			1.6		—		1.6
Dividends ($0.20 per share)																										Dividends ($0.20 per share)	—	—		—	—			—			—		(6.9)			—			(6.9)		—		(6.9)

Treasury stock issued pursuant to equity-based plans		—	—		0.1	—			(0.9)			—		—			1.5			0.6		—		0.6
Dividends ($0.15 per share)		—	—		—	—			—			—		(5.2)			—			(5.2)		—		(5.2)

Balance at August 31, 2021		1.7	$	0.0	32.8	$	0.4		$	627.6		$	(40.4)	$	887.0		$	(326.3)		$	1,148.3	$	1.3	$	1,149.6
Balance at August 31, 2022																										Balance at August 31, 2022	1.7	$	0.0	32.7	$	0.4		$	629.5		$	(55.0)	$	924.1		$	(334.2)		$	1,164.8	$	1.5	$	1,166.3
Net Income (loss)	Net Income (loss)	—	—		—	—			—			—		68.3			—			68.3		0.1		68.4		Net Income (loss)	—	—		—	—			—			—		75.3			—			75.3		0.1		75.4
Foreign currency translation adjustment	Foreign currency translation adjustment	—	—		—	—			—			(4.4)		—			—			(4.4)		—		(4.4)		Foreign currency translation adjustment	—	—		—	—			—			3.0		—			—			3.0		—		3.0
Pension and post-retirement adjustments (net of tax of $(0.1))		—	—		—	—			—			0.5		—			—			0.5		—		0.5
Pension and post-retirement adjustments (net of tax of $0.0)																										Pension and post-retirement adjustments (net of tax of $0.0)	—	—		—	—			—			(0.1)		—			—			(0.1)		—		(0.1)
Stock-based compensation	Stock-based compensation	—	—		—	—			3.0			—		—			—			3.0		—		3.0		Stock-based compensation	—	—		—	—			4.2			—		—			—			4.2		—		4.2
Proceeds pursuant to stock-based compensation plans	Proceeds pursuant to stock-based compensation plans	—	—		—	—			2.5			—		—			—			2.5		—		2.5		Proceeds pursuant to stock-based compensation plans	—	—		—	—			1.5			—		—			—			1.5		—		1.5
Purchases of treasury stock at cost	Purchases of treasury stock at cost	—	—		(0.1)	—			—			—		—			(4.2)			(4.2)		—		(4.2)		Purchases of treasury stock at cost	—	—		(0.6)	—			—			—		—			(26.0)			(26.0)		—		(26.0)
Treasury stock issued pursuant to equity-based plans	Treasury stock issued pursuant to equity-based plans	—	—		0.2	—			(8.0)			—		—			8.0			—		—		—		Treasury stock issued pursuant to equity-based plans	—	—		0.3	—			(6.2)			—		—			7.0			0.8		—		0.8
Dividends ($0.15 per share)		—	—		—	—			—			—		(5.2)			—			(5.2)		—		(5.2)
Other (noncontrolling interest)		—	—		—	—			—			—		—			—			—		(0.2)		(0.2)
Balance at November 30, 2021		1.7	$	0.0	32.9	$	0.4		$	625.1		$	(44.3)	$	950.1		$	(322.5)		$	1,208.8	$	1.2	$	1,210.0
Dividends ($0.20 per share)																										Dividends ($0.20 per share)	—	—		—	—			—			—		(7.0)			—			(7.0)		—		(7.0)

Balance at November 30, 2022																										Balance at November 30, 2022	1.7	$	0.0	32.4	$	0.4		$	629.0		$	(52.1)	$	992.4		$	(353.2)		$	1,216.5	$	1.6	$	1,218.1


		Class A Stock			Common Stock			Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Treasury Stock At Cost			Total Stockholders' Equity of Scholastic Corporation			Noncontrolling Interest		Total Stockholders' Equity			Class A Stock			Common Stock			Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Treasury Stock At Cost			Total Stockholders' Equity of Scholastic Corporation			Noncontrolling Interest		Total Stockholders' Equity
		Shares	Amount		Shares	Amount																					Shares	Amount		Shares	Amount
Balance at June 1, 2022		1.7	$	0.0	32.5	$	0.4		$	627.0		$	(45.4)	$	976.5		$	(341.5)		$	1,217.0	$	1.4	$	1,218.4
Balance at June 1, 2023																										Balance at June 1, 2023	1.7	$	0.0	30.0	$	0.4		$	632.2		$	(55.8)	$	1,035.6		$	(449.5)		$	1,162.9	$	1.6	$	1,164.5
Net Income (loss)	Net Income (loss)	—	—		—	—			—			—		(45.5)			—			(45.5)		0.1		(45.4)		Net Income (loss)	—	—		—	—			—			—		(74.2)			—			(74.2)		—		(74.2)
Foreign currency translation adjustment	Foreign currency translation adjustment	—	—		—	—			—			(9.6)		—			—			(9.6)		—		(9.6)		Foreign currency translation adjustment	—	—		—	—			—			1.8		—			—			1.8		—		1.8
Pension and post-retirement adjustments (net of tax of $0.1)	Pension and post-retirement adjustments (net of tax of $0.1)	—	—		—	—			—			0.0		—			—			0.0		—		0.0		Pension and post-retirement adjustments (net of tax of $0.1)	—	—		—	—			—			0.2		—			—			0.2		—		0.2
Stock-based compensation	Stock-based compensation	—	—		—	—			1.7			—		—			—			1.7		—		1.7		Stock-based compensation	—	—		—	—			2.3			—		—			—			2.3		—		2.3
Proceeds pursuant to stock-based compensation plans	Proceeds pursuant to stock-based compensation plans	—	—		—	—			11.6			—		—			—			11.6		—		11.6		Proceeds pursuant to stock-based compensation plans	—	—		—	—			3.0			—		—			—			3.0		—		3.0
Purchases of treasury stock at cost	Purchases of treasury stock at cost	—	—		(0.1)	—			—			—		—			(5.1)			(5.1)		—		(5.1)		Purchases of treasury stock at cost	—	—		(0.8)	—			—			—		—			(36.2)			(36.2)		—		(36.2)
Treasury stock issued pursuant to equity-based plans	Treasury stock issued pursuant to equity-based plans	—	—		0.3	—			(10.8)			—		—			12.4			1.6		—		1.6		Treasury stock issued pursuant to equity-based plans	—	—		0.1	—			(4.3)			—		—			5.9			1.6		—		1.6
Dividends ($0.20 per share)	Dividends ($0.20 per share)	—	—		—	—			—			—		(6.9)			—			(6.9)		—		(6.9)		Dividends ($0.20 per share)	—	—		—	—			—			—		(6.3)			—			(6.3)		—		(6.3)

Balance at August 31, 2022		1.7	$	0.0	32.7	$	0.4		$	629.5		$	(55.0)	$	924.1		$	(334.2)		$	1,164.8	$	1.5	$	1,166.3
Other (noncontrolling interest)																										Other (noncontrolling interest)	—	—		—	—			(0.5)			—		—			—			(0.5)		(1.6)		(2.1)
Balance at August 31, 2023																										Balance at August 31, 2023	1.7	$	0.0	29.3	$	0.4		$	632.7		$	(53.8)	$	955.1		$	(479.8)		$	1,054.6	$	—	$	1,054.6
Net Income (loss)	Net Income (loss)	—	—		—	—			—			—		75.3			—			75.3		0.1		75.4		Net Income (loss)	—	—		—	—			—			—		76.9			—			76.9		—		76.9
Foreign currency translation adjustment	Foreign currency translation adjustment	—	—		—	—			—			3.0		—			—			3.0		—		3.0		Foreign currency translation adjustment	—	—		—	—			—			0.2		—			—			0.2		—		0.2
Pension and post-retirement adjustments (net of tax of $0.0)	Pension and post-retirement adjustments (net of tax of $0.0)	—	—		—	—			—			(0.1)		—			—			(0.1)		—		(0.1)		Pension and post-retirement adjustments (net of tax of $0.0)	—	—		—	—			—			0.1		—			—			0.1		—		0.1
Stock-based compensation	Stock-based compensation	—	—		—	—			4.2			—		—			—			4.2		—		4.2		Stock-based compensation	—	—		—	—			4.1			—		—			—			4.1		—		4.1
Proceeds pursuant to stock-based compensation plans	Proceeds pursuant to stock-based compensation plans	—	—		—	—			1.5			—		—			—			1.5		—		1.5		Proceeds pursuant to stock-based compensation plans	—	—		—	—			0.6			—		—			—			0.6		—		0.6
Purchases of treasury stock at cost	Purchases of treasury stock at cost	—	—		(0.6)	—			—			—		—			(26.0)			(26.0)		—		(26.0)		Purchases of treasury stock at cost	—	—		(1.4)	—			—			—		—			(52.3)			(52.3)		—		(52.3)
Treasury stock issued pursuant to equity-based plans	Treasury stock issued pursuant to equity-based plans	—	—		0.3	—			(6.2)			—		—			7.0			0.8		—		0.8		Treasury stock issued pursuant to equity-based plans	—	—		0.3	—			(6.6)			—		—			7.5			0.9		—		0.9
Dividends ($0.20 per share)	Dividends ($0.20 per share)	—	—		—	—			—			—		(7.0)			—			(7.0)		—		(7.0)		Dividends ($0.20 per share)	—	—		—	—			—			—		(6.0)			—			(6.0)		—		(6.0)

Balance at November 30, 2022		1.7	$	0.0	32.4	$	0.4		$	629.0		$	(52.1)	$	992.4		$	(353.2)		$	1,216.5	$	1.6	$	1,218.1
Balance at November 30, 2023																										Balance at November 30, 2023	1.7	$	0.0	28.2	$	0.4		$	630.8		$	(53.5)	$	1,026.0		$	(524.6)		$	1,079.1	$	—	$	1,079.1

See accompanying notes


SCHOLASTIC CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – UNAUDITED (Dollar amounts in millions)


		Six months ended					Six months ended
		November 30,		November 30,			November 30,		November 30,
		2022		2021			2023		2022
Cash flows - operating activities:	Cash flows - operating activities:					Cash flows - operating activities:
Net income (loss) attributable to Scholastic Corporation	Net income (loss) attributable to Scholastic Corporation	$	29.8	$	44.1	Net income (loss) attributable to Scholastic Corporation	$	2.7	$	29.8
Adjustments to reconcile Net income (loss) to net cash provided by (used in) operating activities:	Adjustments to reconcile Net income (loss) to net cash provided by (used in) operating activities:					Adjustments to reconcile Net income (loss) to net cash provided by (used in) operating activities:
Provision for losses on accounts receivable	Provision for losses on accounts receivable		1.3		5.8	Provision for losses on accounts receivable		3.1		1.3
Provision for losses on inventory	Provision for losses on inventory		9.6		9.0	Provision for losses on inventory		11.8		9.6
Provision for losses on royalty advances	Provision for losses on royalty advances		1.8		1.7	Provision for losses on royalty advances		1.5		1.8
Amortization of prepublication costs	Amortization of prepublication costs		12.4		13.5	Amortization of prepublication costs		13.3		12.4
Depreciation and amortization	Depreciation and amortization		32.2		32.9	Depreciation and amortization		32.1		32.2
Amortization of pension and postretirement plans	Amortization of pension and postretirement plans		(0.2)		(0.0)	Amortization of pension and postretirement plans		0.2		(0.2)
Deferred income taxes	Deferred income taxes		(0.4)		(0.5)	Deferred income taxes		0.3		(0.4)
Stock-based compensation	Stock-based compensation		5.9		4.5	Stock-based compensation		6.4		5.9
Income from equity-method investments	Income from equity-method investments		(1.3)		(1.6)	Income from equity-method investments		(0.3)		(1.3)

(Gain) loss on sale of assets			—		(6.2)

Changes in assets and liabilities, net of amounts acquired:	Changes in assets and liabilities, net of amounts acquired:					Changes in assets and liabilities, net of amounts acquired:
Accounts receivable	Accounts receivable		(50.4)		(124.6)	Accounts receivable		(36.3)		(50.4)
Inventories	Inventories		(112.0)		(23.0)	Inventories		21.2		(112.0)
Prepaid expenses and other current assets	Prepaid expenses and other current assets		(8.9)		(17.9)	Prepaid expenses and other current assets		(18.3)		(8.9)
Income tax receivable	Income tax receivable		9.3		76.2	Income tax receivable		(2.7)		9.3
Royalty advances	Royalty advances		(10.8)		(10.6)	Royalty advances		0.0		(10.8)
Accounts payable	Accounts payable		51.0		44.7	Accounts payable		(11.3)		51.0
Accrued income taxes	Accrued income taxes		(0.4)		1.8	Accrued income taxes		(10.8)		(0.4)
Accrued royalties	Accrued royalties		8.9		19.1	Accrued royalties		4.6		8.9
Deferred revenue	Deferred revenue		60.6		94.0	Deferred revenue		55.8		60.6
Other accrued expenses	Other accrued expenses		(13.3)		(12.1)	Other accrued expenses		(9.3)		(13.3)
Other, net	Other, net		(3.8)		(9.2)	Other, net		7.6		(3.8)
Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities		21.3		141.6	Net cash provided by (used in) operating activities		71.6		21.3

Cash flows - investing activities:	Cash flows - investing activities:					Cash flows - investing activities:
Prepublication expenditures	Prepublication expenditures		(11.0)		(8.7)	Prepublication expenditures		(11.7)		(11.0)
Additions to property, plant and equipment	Additions to property, plant and equipment		(24.1)		(18.8)	Additions to property, plant and equipment		(29.1)		(24.1)
Net proceeds from sale of assets			—		10.4

Other investment and acquisition-related payments	Other investment and acquisition-related payments		(10.7)		(0.1)	Other investment and acquisition-related payments		(8.3)		(10.7)
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities		(45.8)		(17.2)	Net cash provided by (used in) investing activities		(49.1)		(45.8)

Cash flows - financing activities:	Cash flows - financing activities:					Cash flows - financing activities:
Borrowings under lines of credit, credit agreement and revolving loan	Borrowings under lines of credit, credit agreement and revolving loan		2.0		1.8	Borrowings under lines of credit, credit agreement and revolving loan		27.1		2.0
Repayments of lines of credit, credit agreement and revolving loan	Repayments of lines of credit, credit agreement and revolving loan		(3.5)		(177.0)	Repayments of lines of credit, credit agreement and revolving loan		(26.8)		(3.5)
Repayment of capital lease obligations	Repayment of capital lease obligations		(1.1)		(1.1)	Repayment of capital lease obligations		(1.2)		(1.1)
Reacquisition of common stock	Reacquisition of common stock		(29.7)		(4.2)	Reacquisition of common stock		(90.2)		(29.7)
Proceeds pursuant to stock-based compensation plans	Proceeds pursuant to stock-based compensation plans		15.3		3.0	Proceeds pursuant to stock-based compensation plans		6.1		15.3
Payment of dividends	Payment of dividends		(12.0)		(10.3)	Payment of dividends		(12.8)		(12.0)
Other			—		(0.1)

Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities		(29.0)		(187.9)	Net cash provided by (used in) financing activities		(97.8)		(29.0)

Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents		(2.0)		(2.3)	Effect of exchange rate changes on cash and cash equivalents		0.3		(2.0)

Net increase (decrease) in cash and cash equivalents	Net increase (decrease) in cash and cash equivalents		(55.5)		(65.8)	Net increase (decrease) in cash and cash equivalents		(75.0)		(55.5)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period		316.6		366.5	Cash and cash equivalents at beginning of period		224.5		316.6
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	261.1	$	300.7	Cash and cash equivalents at end of period	$	149.5	$	261.1

See accompanying notes


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)

1. BASIS OF PRESENTATION

Principles of consolidation

The accompanying condensed consolidated interim financial statements (referred to as the “Financial Statements” herein) include the accounts of Scholastic Corporation (the “Corporation”) and all wholly-owned and majority-owned subsidiaries (collectively, “Scholastic” or the “Company”). Intercompany transactions are eliminated in consolidation.

The Company’s fiscal year is not a calendar year. Accordingly, references in this document to fiscal ~~2023~~2024 relate to the twelve-month period ending May 31, ~~2023.~~2024.

Noncontrolling Interest

~~The~~On June 1, 2023, the Company ~~owns a 95.0% majority ownership interest in~~acquired the remaining shares of Make Believe Ideas Limited ("MBI"), a UK-based children's book publishing ~~company. The~~company, which represented a 5.0% noncontrolling interest, increasing the Company's total ownership from 95.0% to 100%.

Prior to June 1, 2023, the founder and chief executive officer of MBI ~~retains~~retained a 5.0% noncontrolling ownership interest in MBI. The Company fully consolidated MBI as of the acquisition date and the 5.0% noncontrolling interest iswas classified within stockholder's equity.

Interim Financial Statements

The accompanying Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information, and should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, ~~2022.~~2023. The Financial Statements presented in this Quarterly Report on Form 10-Q are unaudited; however, in the opinion of management, the Financial Statements reflect all adjustments, consisting solely of normal, recurring adjustments, necessary for the fair presentation of the Financial Statements for the periods presented.

Seasonality

The Company’s Children’s Book Publishing and Distribution school-based book club and book fair channels and most of its Education Solutions businesses operate on a school-year basis; therefore, the Company’s business is highly seasonal. As a result, the Company’s revenues in the first and third quarters of the fiscal year generally are lower than its revenues in the other two fiscal quarters. Typically, school-based channels and magazine revenues are minimal in the first quarter of the fiscal year as schools are not in session. Education channel revenues are generally higher in the fourth quarter. Trade sales can vary throughout the year due to varying release dates of published titles.

Use of estimates

The preparation of these Financial Statements involves the use of estimates and assumptions by management, which affects the amounts reported in the Financial Statements and accompanying notes. The Company bases its estimates on historical experience, current business factors, and various other assumptions believed to be reasonable under the circumstances, all of which are necessary, in order to form a basis for determining the carrying values of certain assets and liabilities. Actual results may differ from those estimates and assumptions. On an on-going basis, the Company evaluates the adequacy of its reserves and the estimates used in these calculations, including, but not limited to:

•Accounts receivable allowance for credit losses

•Pension and postretirement benefit plans

•Uncertain tax positions

•The timing and amount of future income taxes and related deductions

•Inventory reserves

•Cost of goods sold from book fair operations during interim periods based on estimated gross profit rates

•Sales tax contingencies

•~~Royalty advance reserves and royalty expense accruals~~

•~~Impairment testing for goodwill, intangible and other long-lived assets and investments~~


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)

•Royalty advance reserves and royalty expense accruals

•Impairment testing for goodwill, intangible and other long-lived assets and investments

•Assets and liabilities acquired in business combinations

•Variable consideration related to anticipated returns

•Allocation of transaction price to contractual performance obligations

~~Sale of Long-lived Assets~~

There were no sales of long-lived assets during the quarter ended November 30, 2022. Refer to Note 4, Asset Write Down and Sale, for details regarding the disposition of the direct sales business in Asia completed during the first quarter of fiscal 2023.

During the second quarter of fiscal 2022, the Company sold a facility, which included office and warehouse space, located in Lake Mary, Florida as part of an initiative to rightsize its real estate footprint to reduce occupancy costs. The long-lived assets, which consisted of land, building, building improvements, furniture and fixtures, were included in the ~~Children's Book Publishing and Distribution~~ segment. These assets had a carrying value of $4.2 and were classified as held for sale as of the third quarter of fiscal 2021. The net proceeds from the sale were $10.4 and the Company recognized a gain on sale of $6.2. This amount is included within Gain (loss) on sale of assets and other within the Company's Condensed Consolidated Statements of Operations.

New Accounting Pronouncements

~~There were no new accounting pronouncements~~In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures.” This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This ASU will be effective for the Company's fiscal year 2025, and interim periods starting in fiscal year 2026. Early adoption is permitted. The amendments in this ASU are to be applied retrospectively to all prior periods presented in the ~~second quarter~~financial statements. The Company is currently assessing the impact of ~~fiscal 2023 which would impact~~ the ~~Company.~~disclosure requirements on its consolidated financial statements. Refer to the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, ~~2022~~2023 for more information on current applicable authoritative guidance and its impact on the Company's financial statements.

~~Current Fiscal Year Adoptions:~~

2. REVENUES

~~ASU No. 2021-8~~

The Company adopted ASU No. 2021-8, "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers" (ASU 2021-8), in the beginning of the second quarter of fiscal 2023. The updates in this guidance seek to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the following: 1. Recognition of an acquired contract liability and 2. Payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in ASU 2021-8 improve comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination. The amendments improve comparability by specifying for all acquired revenue contracts regardless of their timing of payment: (1) the circumstances in which the acquirer should recognize contract assets and contract liabilities that are acquired in a business combination and (2) how to measure those contract assets and contract liabilities. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The Company early adopted ASU 2021-8 and applied the amendments in accounting for the acquisition of Learning Ovations, Inc. during the second quarter of fiscal 2023, which was accounted for as a business combination under the acquisition method of accounting. The adoption of this ASU did not have a material impact to the Company's Condensed Consolidated Financial Statements.Disaggregated Revenue Data

The following table presents the Company’s segment revenues disaggregated by region and domestic channel:


	Three months ended				Six months ended
	November 30,				November 30,
	2023		2022		2023		2022
Book Clubs - U.S.	$	32.4	$	57.6	$	35.0	$	63.9
Book Fairs - U.S.		242.1		240.8		269.4		269.1
Trade - U.S.		101.0		107.9		163.5		184.1
Trade - International (1)		17.3		12.0		27.7		25.9
Total Children's Book Publishing and Distribution	$	392.8	$	418.3	$	495.6	$	543.0

Education Solutions - U.S.	$	81.0	$	80.0	$	147.0	$	153.2
Total Education Solutions	$	81.0	$	80.0	$	147.0	$	153.2

International - Major Markets (2)	$	75.4	$	77.1	$	123.2	$	130.5
International - Other Markets (3)		11.1		12.5		20.5		24.1
Total International	$	86.5	$	89.6	$	143.7	$	154.6

Total (4)	$	560.3	$	587.9	$	786.3	$	850.8

(1) Primarily includes foreign rights and certain product sales in the UK.

(2) Includes Canada, UK, Australia and New Zealand.

(3) Primarily includes markets in Asia.

(4) Total revenues of $562.6 and $791.1 for the three and six months ended November 30, 2023, respectively, included rental income of $2.3 and $4.8, respectively, related to leased space in the Company's headquarters which was not allocated to a segment. Rental income of $1.6 and $3.1 for the three and six months ended November 30, 2022, respectively, was recognized as a reduction to Selling, general and administrative expenses.

Estimated Returns

A liability for expected returns of $37.7, $34.9, and $43.9 is recorded within Other accrued expenses as of November 30, 2023, May 31, 2023, and November 30, 2022, respectively. In addition, a return asset of $5.4, $4.7, and $6.1 is recorded within Prepaid expenses and other current assets as of November 30, 2023, May 31, 2023, and November 30, 2022, respectively, for the recoverable cost of product estimated to be returned by customers.


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)

~~2. REVENUES~~

~~Disaggregated Revenue Data~~

~~The following table presents the Company’s segment revenues disaggregated by region and domestic channel:~~

Three months ended Six months ended
November 30, November 30,
2022 2021 2022 2021
Book Clubs - U.S. $ 57.6 $ 51.9 $ 63.9 $ 58.7
Book Fairs - U.S. 240.8 176.2 269.1 192.2
Trade - U.S. 107.9 109.4 184.1 189.5
Trade - International(1)
12.0 15.0 25.9 27.9
Total Children's Book Publishing and Distribution $ 418.3 $ 352.5 $ 543.0 $ 468.3
Education Solutions - U.S. $ 80.0 $ 79.5 $ 153.2 $ 159.6
Total Education Solutions $ 80.0 $ 79.5 $ 153.2 $ 159.6
International - Major Markets(2)
$ 77.1 $ 78.8 $ 130.5 $ 126.3
International - Other Markets(3)
12.5 13.4 24.1 29.8
Total International $ 89.6 $ 92.2 $ 154.6 $ 156.1
Total Revenues $ 587.9 $ 524.2 $ 850.8 $ 784.0

~~(1) Primarily includes foreign rights and certain product sales in the UK.~~

~~(2) Includes Canada, UK, Australia and New Zealand.~~

~~(3) Primarily includes markets in Asia.~~

~~Estimated Returns~~

A liability for expected returns of $43.9, $42.2, and $50.7 is recorded within Other accrued expenses as of November 30, 2022, May 31, 2022, and November 30, 2021, respectively. In addition, a return asset of $6.1, $5.3, and $5.0 is recorded within Prepaid expenses and other current assets as of November 30, 2022, May 31, 2022, and November 30, 2021, respectively, for the recoverable cost of product estimated to be returned by customers.

~~Deferred Revenue~~Contract Liabilities

The following table presents further detail regarding the Company's ~~deferred revenue balance~~contract liabilities as of the dates indicated:


		November 30, 2022		May 31, 2022		November 30, 2021			November 30, 2023		May 31, 2023		November 30, 2022
Book fairs incentive credits	Book fairs incentive credits	$	107.6	$	100.1	$	77.4	Book fairs incentive credits	$	114.1	$	110.8	$	107.6
Magazines+ subscriptions	Magazines+ subscriptions		55.5		4.5		54.8	Magazines+ subscriptions		53.3		5.0		55.5
U.S. digital subscriptions	U.S. digital subscriptions		22.3		19.5		20.9	U.S. digital subscriptions		24.6		22.8		22.3
U.S. education-related(1)	U.S. education-related(1)		13.4		13.6		9.8	U.S. education-related (1)		10.6		9.8		13.4
Media-related	Media-related		10.6		15.8		8.5	Media-related		0.2		0.0		10.6
Stored value cards			13.8		9.4		9.2
Stored value programs								Stored value programs		24.1		12.4		13.8
Other(2)	Other(2)		9.5		9.9		11.7	Other (2)		7.6		8.3		9.5
Total deferred revenue		$	232.7	$	172.8	$	192.3
Total contract liabilities								Total contract liabilities	$	234.5	$	169.1	$	232.7

(1) Primarily includes ~~deferred revenue~~contract liabilities related to contracts with school districts and professional services.

(2) Primarily includes ~~deferred revenue~~contract liabilities related to various international products and services.

The Company's ~~deferred revenue consists of~~ contract liabilities ~~for~~consist of advance billings and payments received from customers in excess of revenue recognized and revenue allocated to outstanding book fairs incentive credits. ~~These~~As of November 30, 2023, contract liabilities of $225.0 are recorded within Deferred revenue on the Company's Condensed Consolidated Balance ~~Sheets~~Sheet and are classified as short term, as substantially all of the associated performance obligations are expected to be satisfied, and related revenue recognized, within one year. The remaining $9.5 of contract liabilities as of November 30, 2023 are recorded within Other noncurrent liabilities on the Company's Condensed Consolidated Balance Sheet as the associated performance obligations are expected to be satisfied, and related revenue recognized, in excess of one year. Contract liabilities of $169.1 and $232.7 as of May 31, 2023 and November 30, 2022, respectively, are recorded within Deferred revenue on the Company's Condensed Consolidated Balance Sheets. The Company recognized revenue


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)

which was included in the opening Deferred revenue balance in the amount of $48.4 and $80.7 for the three and six months ended November 30, 2023, respectively, and $49.5 and $80.3 for the three and six months ended November 30, 2022, ~~respectively, and $27.9 and $43.2 for the three and six months ended November 30, 2021,~~ respectively.

Allowance for Credit Losses

The Company recognizes an allowance for credit losses on customer receivables that are expected to be incurred over the lifetime of the receivable. Reserves for estimated credit losses are established at the time of sale and are based on relevant information about past events, current conditions, and supportable forecasts impacting its ultimate collectability, including specific reserves on a customer-by-customer basis, creditworthiness of the Company’s customers and prior collection experience. The Company reviews new information as it becomes available and makes adjustments to the reserves accordingly. At the time the Company determines that a receivable balance, or any portion thereof, is deemed to be permanently uncollectible, the balance is then written off.

The following table presents the change in the allowance for credit losses, which is included in Accounts Receivable, net on the Condensed Consolidated Balance Sheets:


	Allowance for Credit Losses
Balance as of June 1, ~~2022~~2023	$	~~25.9~~16.7
~~Current period provision~~Provision (benefit)		~~(1.5)~~0.6
Write-offs and other		~~(7.0)~~(0.2)
Balance as of August 31, ~~2022~~2023	$	~~17.4~~17.1
~~Current period provision~~Provision (benefit)		~~2.8~~2.5
Write-offs and other		~~(2.8)~~(3.4)
Balance as of November 30, ~~2022~~2023	$	~~17.4~~16.2


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)

3. SEGMENT INFORMATION

The Company categorizes its businesses into three reportable segments: Children’s Book Publishing and Distribution, Education Solutions and International.

•Children’s Book Publishing and Distribution operates as an integrated business which includes the publication and distribution of children’s books, ebooks, media and interactive products primarily in the United States through its school reading events business, which includes the book clubs and book fairs ~~in its school~~ channels, and through the trade channel. This segment is comprised of ~~three~~two operating segments.

•Education Solutions includes the publication and distribution to schools and libraries of children’s books, classroom magazines, print and digital supplemental and core classroom materials and related support services, and print and online reference and non-fiction products for grades ~~prekindergarten~~pre-kindergarten to 12 in the United States. This segment is comprised of one operating segment.

•International includes the publication and distribution of products and services outside the United States by the Company’s international operations and its export businesses. This segment is comprised of three operating segments.

The following table sets forth the Company's revenue and operating income (loss) by segment for the periods indicated:


	Three months ended				Six months ended
	November 30,				November 30,
	2023		2022		2023		2022
Revenues
Children's Book Publishing and Distribution	$	392.8	$	418.3	$	495.6	$	543.0
Education Solutions		81.0		80.0		147.0		153.2
International		86.5		89.6		143.7		154.6
Total (1)	$	560.3	$	587.9	$	786.3	$	850.8

Operating income (loss)
Children's Book Publishing and Distribution	$	110.8	$	113.2	$	69.3	$	83.1
Education Solutions		5.8		7.0		(12.9)		2.7
International		8.0		6.7		(0.2)		3.2
Overhead (2)		(23.3)		(26.8)		(54.0)		(47.0)
Total	$	101.3	$	100.1	$	2.2	$	42.0

(1) Total revenues of $562.6 and $791.1 for the three and six months ended November 30, 2023, respectively, included rental income of $2.3 and $4.8, respectively, related to leased space in the Company's headquarters which was not allocated to a segment. Rental income of $1.6 and $3.1 for the three and six months ended November 30, 2022, respectively, was recognized as a reduction to Selling, general and administrative expenses.

(2) Overhead includes all domestic corporate amounts not allocated to segments, including expenses and costs related to the management of corporate assets.

4. DEBT

The following table summarizes the carrying value of the Company's debt as of the dates indicated:



	November 30, 2023		May 31, 2023		November 30, 2022
US Revolving Credit Agreement	$	—	$	—	$	—
Unsecured lines of credit		6.3		6.0		4.8
Total debt	$	6.3	$	6.0	$	4.8
Less lines of credit, short-term debt and current portion of long-term debt		(6.3)		(6.0)		(4.8)
Total long-term debt	$	—	$	—	$	—

The Company's debt obligations as of November 30, 2023 have maturities of one year or less.


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)

~~The following table sets forth the Company's revenue and operating income (loss) by segment for the fiscal quarter ended November 30, 2022:~~

Three months ended Six months ended
November 30, November 30,
2022 2021 2022 2021
Revenues
Children's Book Publishing and Distribution $ 418.3 $ 352.5 $ 543.0 $ 468.3
Education Solutions 80.0 79.5 153.2 159.6
International 89.6 92.2 154.6 156.1
Total $ 587.9 $ 524.2 $ 850.8 $ 784.0
Operating income (loss)
Children's Book Publishing and Distribution $ 113.2 $ 85.2 $ 83.1 $ 63.5
Education Solutions 7.0 15.6 2.7 22.9
International 6.7 8.7 3.2 7.0
Overhead (1)
(26.8) (26.1) (47.0) (42.0)
Total $ 100.1 $ 83.4 $ 42.0 $ 51.4
(1) Overhead includes all domestic corporate amounts not allocated to segments, including expenses and costs related to the management of corporate assets.

~~4. ASSET WRITE DOWN AND SALE~~

During the first quarter of fiscal 2023, the Company completed the disposition of the direct sales business in Asia. The Company committed to a plan to cease operations and exit the direct sales business in Asia, including the disposition of the Malaysia legal entity, during the fourth quarter of fiscal 2022. Accordingly, the Company wrote down the related assets during fiscal 2022, which were included in the ~~International~~ segment and consisted of accounts receivable, inventory, other current assets and long-lived assets, to their recoverable value of $3.7. The remaining assets, consisting of accounts receivable and inventory, were classified as held for sale and recorded as a current asset on the Company's Condensed Consolidated Balance Sheet as of May 31, 2022. The Company recognized a loss of $15.1 in the fourth quarter of fiscal 2022 which was included in Gain (Loss) on assets held for sale within the Company's Condensed Consolidated Statement of Operations. The impact of the impairment was a loss per basic and diluted share of Class A and Common Stock of $0.33 and $0.32, respectively, in the twelve months ended May 31, 2022.

~~5. DEBT~~

~~The following table summarizes the carrying value of the Company's debt as of the dates indicated:~~

November 30, 2022 May 31, 2022 November 30, 2021
US Revolving Credit Agreement $ — $ — $ —
Unsecured lines of credit 4.8 6.5 7.5
UK Loans — — 6.8
Total debt $ 4.8 $ 6.5 $ 14.3
Less lines of credit, short-term debt and current portion of long-term debt (4.8) (6.5) (14.3)
Total long-term debt $ — $ — $ —

~~The Company's debt obligations as of November 30, 2022 have maturities of one year or less.~~

US Credit Agreement

On October 27, 2021, Scholastic Corporation and its principal operating subsidiary, Scholastic Inc., entered into an amended and restated 5-year credit agreement with a syndicate of banks and Bank of America, N.A., as administrative agent (the “Credit Agreement”). The ~~arrangement was accounted for as a debt modification. The revised terms of the amended~~ Credit Agreement ~~include~~provides for a $300.0 unsecured revolving credit facility and allows the ~~following:~~

•~~an increase in borrowing limits~~Company to ~~$300.0 from $250.0, as amended on December 16, 2020~~;

•borrow, repay or prepay and reborrow at any time prior to the ~~elimination of the required securitization of the Company’s inventory and accounts receivable;~~

•October 27, 2026 maturity date. The Credit Agreement also provides an unlimited basket for permitted payments of dividends and other distributions in respect of capital stock so long as the Corporation’s pro forma Consolidated Net Leverage Ratio, as defined, is not in excess of 2.75:1;

•~~the elimination of a minimum liquidity covenant;~~

•~~the removal of an interest rate floor; and~~

•~~the extension of the maturity date to October 27, 2026.~~1.

~~The~~On February 28, 2023, the Company entered into the First and Second Amendments to the Credit Agreement ~~provides~~with the lenders from time to time party thereto, Truist Bank and Wells Fargo Bank, National Association, as co-syndication agents and Bank of America, N.A., as administrative agent (collectively the "Amendments"). The Amendments, among other things, (i) adjusted the credit spread adjustment for ~~an unsecured revolving credit facility~~SOFR (the secured overnight financing rate as administered by the Federal Reserve Bank of New York) to 0.10% (10 basis points) and ~~allows~~(ii) transitioned the ~~Company~~reference rate under the Credit Agreement for borrowings from LIBOR (the London interbank offered rate) to ~~borrow, repay or prepay and reborrow at any time prior~~SOFR, together with various other conforming changes to ~~the October 27, 2026 maturity date.~~ accommodate such replacement.

Under the Credit Agreement, interest on amounts borrowed thereunder is due and payable in arrears on the last day of the interest period (defined as the period commencing on the date of the advance and ending on the last day of the period selected by the Borrower at the time each advance is made). The interest pricing under the Credit Agreement is dependent upon the Borrower’s election of a rate that is either:

•a Base Rate equal to the higher of (i) the prime rate, (ii) the prevailing Federal Funds rate plus 0.50% or (iii) the Eurodollar Rate plus 1.00% plus, in each case, an applicable margin ranging from 0.35% to 0.75%, as determined by the Company’s prevailing Consolidated Leverage Ratio (as defined in the Credit Agreement);

- or -

•a Eurodollar Rate equal to ~~the London interbank offered rate (LIBOR)~~SOFR (Daily Simple or Term), plus a SOFR adjustment of 0.10% per annum and an applicable margin ranging from 1.35% to 1.75%, as determined by the Company’s prevailing Consolidated Leverage Ratio.

As of November 30, ~~2022,~~2023, the applicable margin on Base Rate Advances was 0.35% and the applicable margin on Eurodollar Advances was 1.35%, both based on the Company’s prevailing Consolidated Leverage Ratio.

The Credit Agreement provides for payment of a commitment fee in respect of the aggregate unused amount of revolving credit commitments ranging from 0.20% per annum to 0.30% per annum based upon the Corporation’s then prevailing Consolidated Leverage Ratio. As of November 30, ~~2022,~~2023, the commitment fee rate was 0.20%.

A portion of the revolving credit facility, up to a maximum of $50.0, is available for the issuance of letters of credit. In addition, a portion of the revolving credit facility, up to a maximum of $15.0, is available for swingline loans. The Credit Agreement has an accordion feature which permits the Company, provided certain conditions are satisfied, to increase the facility by up to an additional $150.0.

As of November 30, ~~2022,~~2023, the Company had no outstanding borrowings under the Credit Agreement.

The Credit Agreement contains certain financial covenants related to leverage and interest coverage ratios (as defined in the Credit Agreement), limitations on the amount of dividends and other distributions, and other limitations on fundamental changes to the ~~Corporation~~Company or its business. The Company was in compliance with required covenants for all periods presented.

At November 30, ~~2022,~~2023, the Company had open standby letters of credit totaling ~~$4.1~~$3.8 issued under certain credit lines, including $0.4 under the Credit Agreement and ~~$3.7~~$3.4 under the domestic credit lines discussed below.

~~UK Loan Agreements~~

On January 24, 2020, Scholastic Limited UK entered into a term loan facility to fund the construction of the new UK facility in Warwickshire. The term loan facility was repaid and closed on March 31, 2022. As of November 30, 2021, the Company had $4.2 outstanding on the loan.

On September 23, 2019, Scholastic Limited UK entered into a term loan agreement to borrow £2.0 to fund a land purchase in connection with the construction of the new UK facility in Warwickshire. The loan agreement was repaid and closed on May 12, 2022. As of November 30, 2021, the Company had $2.6 outstanding on the loan.


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)

Lines of Credit

As of November 30, ~~2022,~~2023, the Company’s domestic credit lines available under unsecured money market bid rate credit lines totaled $10.0. There were no outstanding borrowings under these credit lines as of November 30, ~~2022,~~2023, May 31, ~~2022~~2023 and November 30, ~~2021.~~2022. As of November 30, ~~2022,~~2023, availability under these unsecured money market bid rate credit lines totaled ~~$6.3.~~$6.6, excluding commitments of $3.4. All loans made under these credit lines are at the sole discretion of the lender and at an interest rate and term agreed to at the time each loan is made, but not to exceed 365 days. These credit lines may be renewed, if requested by the Company, at the option of the lender.

As of November 30, ~~2022,~~2023, the Company had various local currency international credit lines totaling ~~$30.5~~$30.9 underwritten by banks primarily in the United States, Canada and the United Kingdom. Outstanding borrowings under these facilities were $6.3 at November 30, 2023 at a weighted average interest rate of 3.9%, compared to outstanding borrowings of$6.0 at May 31, 2023 at a weighted average interest rate of 4.9%, and $4.8 at November 30, 2022 at a weighted average interest rate of ~~5.4%, $6.5 at May 31, 2022 at a weighted average interest rate of 5.4%, and $7.5 at November 30, 2021 at a weighted average interest rate of 4.7%~~5.8%. As of November 30, ~~2022,~~2023, the amounts available under these facilities totaled ~~$25.7.~~$24.6. These credit lines are typically available for overdraft borrowings or loans up to 364 days and may be renewed, if requested by the Company, at the sole option of the lender.

6.5. COMMITMENTS AND CONTINGENCIES

Legal Matters

Various claims and lawsuits arising in the normal course of business are pending against the Company. The Company accrues a liability for such matters when it is probable that a liability has occurred and the amount of such liability can be reasonably estimated. When only a range can be estimated, the most probable amount in the range is accrued unless no amount within the range is a better estimate than any other amount, in which case the minimum amount in the range is accrued. Legal costs associated with litigation are expensed in the period in which they are incurred. The Company does not expect, in the case of those various claims and lawsuits arising in the normal course of business where a loss is considered probable or reasonably possible, that the reasonably possible losses from such claims and lawsuits (either individually or in the aggregate) would have a material adverse effect on the Company’s consolidated financial position or results of operations.

~~During the first quarter of fiscal 2022, the~~The Company ~~received $6.6 in~~expects to receive additional recoveries from its insurance programs related to an intellectual property legal settlement ~~which was~~ accrued induring fiscal 2021. The recoveries were recognized as an offset to the legal settlement and reflected in Selling, general and administrative expenses in the Company's Condensed Consolidated Statement of Operations for the quarter ended November 30, 2021. While the Company expects to receive additional recoveries from its insurance programs,2021, however, it is premature to determine with any level of probability or accuracy the amount of those recoveries at this time.

7.6. EARNINGS (LOSS) PER SHARE

The following table summarizes the reconciliation of the numerators and denominators for the basic and diluted earnings (loss) per share computation for the periods indicated:


		Three months ended				Six months ended					Three months ended				Six months ended
		November 30,									November 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Net income (loss) attributable to Class A and Common Stockholders	Net income (loss) attributable to Class A and Common Stockholders	$	74.8	$	68.0	$	29.6	$	43.9	Net income (loss) attributable to Class A and Common Stockholders	$	76.9	$	74.8	$	2.7	$	29.6
Weighted average Shares of Class A Stock and Common Stock outstanding for basic earnings (loss) per share (in millions)	Weighted average Shares of Class A Stock and Common Stock outstanding for basic earnings (loss) per share (in millions)		34.5		34.6		34.4		34.6	Weighted average Shares of Class A Stock and Common Stock outstanding for basic earnings (loss) per share (in millions)		30.7		34.5		31.2		34.4
Dilutive effect of Class A Stock and Common Stock potentially issuable pursuant to stock-based compensation plans (in millions)	Dilutive effect of Class A Stock and Common Stock potentially issuable pursuant to stock-based compensation plans (in millions)		0.9		1.0		1.0		0.9	Dilutive effect of Class A Stock and Common Stock potentially issuable pursuant to stock-based compensation plans (in millions)		0.7		0.9		0.8		1.0
Adjusted weighted average Shares of Class A Stock and Common Stock outstanding for diluted earnings (loss) per share (in millions)	Adjusted weighted average Shares of Class A Stock and Common Stock outstanding for diluted earnings (loss) per share (in millions)		35.4		35.6		35.4		35.5	Adjusted weighted average Shares of Class A Stock and Common Stock outstanding for diluted earnings (loss) per share (in millions)		31.4		35.4		32.0		35.4
Earnings (loss) per share of Class A Stock and Common Stock:	Earnings (loss) per share of Class A Stock and Common Stock:									Earnings (loss) per share of Class A Stock and Common Stock:
Basic	Basic	$	2.17	$	1.97	$	0.86	$	1.27	Basic	$	2.51	$	2.17	$	0.09	$	0.86
Diluted	Diluted	$	2.12	$	1.91	$	0.84	$	1.24	Diluted	$	2.45	$	2.12	$	0.09	$	0.84
Anti-dilutive shares pursuant to stock-based compensation plans										Anti-dilutive shares pursuant to stock-based compensation plans		1.1		1.3		0.7		0.8

1314


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)

The following table sets forth options outstanding pursuant to stock-based compensation plans as of the dates indicated:

November 30, 2022 November 30, 2021
Options outstanding pursuant to stock-based compensation plans (in millions) 3.4 4.9

~~There are 0.7 million potentially anti-dilutive shares pursuant to stock-based compensation plans as of November 30, 2022.~~


	November 30, 2023	November 30, 2022
Options outstanding pursuant to stock-based compensation plans (in millions)	3.1	3.4

As of November 30, ~~2022, $26.2~~2023, $33.8 remained available for future purchases of common shares under the repurchase authorization of the Board of Directors (the "Board") in effect on that date. See Note ~~13,~~12, Treasury Stock, for a more complete description of the Company’s share buy-back ~~program.~~program and Note 18, "Subsequent Events", for additional Board authorization for Common share repurchases.

8.7. ACQUISITIONS

On June 1, 2023, the Company acquired the remaining shares of Make Believe Ideas Limited, a UK-based children's book publishing company for $2.1, increasing the Company's total ownership from 95.0% to 100%. The acquisition was accounted for as an equity transaction as there was no change in control. The carrying value of the noncontrolling interest at the acquisition date was $1.6. The difference between the fair value of consideration paid and the carrying value was recognized as an adjustment to Additional paid-in capital of $0.5.

On September 1, 2022, the Company acquired 100% of the share capital of Learning Ovations, Inc., a U.S.-based education technology business and developer of a literacy assessment and instructional system, for $11.1, net of cash acquired. The Company accounted for the acquisition as a business combination under the acquisition method of accounting. Fair values were assigned to the assets and liabilities acquired, including cash, receivables, and technology/know-how. The receivables acquired ~~have~~had a fair value of $0.1 and have been ~~determined to be collectible.~~collected as of November 30, 2023. The Company utilized internally-developed discounted cash flow forecasts to determine the fair value of the technology/know-how using a discount rate of 17.5% to account for the relative risks of the estimated future cash flows. The Company classified this as a Level 3 fair value measurement due to the use of these significant unobservable inputs. The fair values of the net assets were ~~$4.2~~$3.6, which included $4.1 of amortizable intangible assets attributable to the technology/~~know-how.~~know-how and a $0.6 deferred tax liability. This acquisition resulted in ~~$7.0~~$7.6 of goodwill that was assigned to the Company's Education Solutions segment and iswas not deductible for tax purposes. The results of operations of this business subsequent to the acquisition are included in the Education Solutions segment. The transaction was not determined to be material to the Company's results and therefore pro forma financial information ishas not been presented.

9.8. GOODWILL AND OTHER INTANGIBLES

The Company assesses goodwill and other intangible assets with indefinite lives for impairment annually or more frequently if indicators arise. The Company monitors impairment indicators in light of changes in market conditions, near and long-term demand for the Company’s products and other relevant factors.

The following table summarizes the activity in Goodwill for the periods indicated:


		November 30, 2022		May 31, 2022		November 30, 2021			November 30, 2023		May 31, 2023		November 30, 2022
Gross beginning balance	Gross beginning balance	$	164.9	$	165.9	$	165.9	Gross beginning balance	$	172.3	$	164.9	$	164.9
Accumulated impairment	Accumulated impairment		(39.6)		(39.6)		(39.6)	Accumulated impairment		(39.6)		(39.6)		(39.6)
Beginning balance	Beginning balance	$	125.3	$	126.3	$	126.3	Beginning balance	$	132.7	$	125.3	$	125.3
Additions	Additions		7.0		—		—	Additions		—		7.6		7.0

Foreign currency translation	Foreign currency translation		(0.3)		(1.0)		(0.6)	Foreign currency translation		0.1		(0.2)		(0.3)

Ending balance	Ending balance	$	132.0	$	125.3	$	125.7	Ending balance	$	132.8	$	132.7	$	132.0

In ~~the second quarter of~~ fiscal 2023, the Company acquired Learning Ovations, Inc, a U.S.-based education technology business, which resulted in the recognition of ~~$7.0~~$7.6 of Goodwill included in the Education Solutions segment. Refer to Note 8,7, Acquisitions, for further details regarding the acquisition.

~~There were no impairment charges related to Goodwill in any of the periods presented.~~

1415


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)

There were no impairment charges related to Goodwill in any of the periods presented.

The following table summarizes the activity in other intangibles included in Other assets and deferred charges on the Company’s Financial Statements for the periods indicated:


		November 30, 2022		May 31, 2022		November 30, 2021			November 30, 2023		May 31, 2023		November 30, 2022

Beginning balance - Other intangibles subject to amortization	Beginning balance - Other intangibles subject to amortization	$	6.0	$	8.4	$	8.4	Beginning balance - Other intangibles subject to amortization	$	7.8	$	6.0	$	6.0
Additions	Additions		4.1		—		—	Additions		5.8		4.1		4.1

Amortization expense	Amortization expense		(1.1)		(2.0)		(1.0)	Amortization expense		(1.2)		(2.2)		(1.1)
Foreign currency translation	Foreign currency translation		(0.1)		(0.4)		(0.3)	Foreign currency translation		0.0		(0.1)		(0.1)

Total other intangibles subject to amortization, net of accumulated amortization of $35.4, $34.3 and $33.3, respectively		$	8.9	$	6.0	$	7.1
Total other intangibles subject to amortization, net of accumulated amortization of $37.7, $36.5 and $35.4, respectively								Total other intangibles subject to amortization, net of accumulated amortization of $37.7, $36.5 and $35.4, respectively	$	12.4	$	7.8	$	8.9

Total other intangibles not subject to amortization	Total other intangibles not subject to amortization	$	2.1	$	2.1	$	2.1	Total other intangibles not subject to amortization	$	2.1	$	2.1	$	2.1
Total other intangibles	Total other intangibles	$	11.0	$	8.1	$	9.2	Total other intangibles	$	14.5	$	9.9	$	11.0

During the second quarter of fiscal 2024, the Company acquired certain amortizable intangible assets related to educational programs for $5.8. These intangible assets are amortized over the estimated useful life of 8 years.

In ~~the second quarter of~~ fiscal 2023, the Company acquired Learning Ovations, Inc., a U.S.-based education technology business, which resulted in the recognition of $4.1 of amortizable intangible assets. These intangible assets ~~will be~~are amortized over the estimated useful life of 7 years. ~~Refer to Note 8, Acquisitions, for further details regarding the acquisition.~~

~~There were no additions to intangible assets within the six months ended November 30, 2021.~~

Intangible assets with indefinite lives consist principally of trademark and ~~tradename~~trade name rights. Intangible assets with definite lives consist principally of customer lists, intellectual property, ~~tradenames~~trade names and other agreements. Intangible assets with definite lives are amortized over their estimated useful lives. The weighted-average remaining useful lives of all amortizable intangible assets is approximately ~~5.3~~6.1 years.

There were no impairment charges related to Intangible assets in any of the periods presented.

~~10.~~9. INVESTMENTS

Investments are included in Other assets and deferred charges on the Condensed Consolidated Balance Sheets. The following table summarizes the Company’s investments as of the dates indicated:


		November 30, 2022		May 31, 2022		November 30, 2021		Segment		November 30, 2023		May 31, 2023		November 30, 2022		Segment
Equity method investments	Equity method investments	$	31.0	$	31.0	$	33.7	International	Equity method investments	$	32.4	$	31.6	$	31.0	International
Other equity investments	Other equity investments		6.0		6.0		6.0	Children's Book Publishing & Distribution	Other equity investments		6.0		6.0		6.0	Children's Book Publishing & Distribution
Total Investments	Total Investments	$	37.0	$	37.0	$	39.7		Total Investments	$	38.4	$	37.6	$	37.0

The Company’s 26.2% equity interest in a children’s book publishing business located in the UK is accounted for using the equity method of accounting. Equity method income from this investment is reported in the International segment.

The Company has a 4.6% ownership interest in a financing and production company that makes film, television, and digital programming designed for the youth market. This equity investment does not have a readily determinable fair value and the Company has elected to apply the measurement alternative and report this investment at cost, less impairment on the Company's Condensed Consolidated Balance Sheets. There have been no impairments or adjustments to the carrying value of this investment.

Income from equity investments is reported in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations and totaled ~~$1.2~~$0.1 and ~~$0.5~~$0.3 for the three ~~months ended November 30, 2022~~ and ~~November 30, 2021, respectively, and $1.3 and $1.6 for the~~ six months ended November 30, ~~2022~~2023, respectively, and $1.2 and $1.3 for the three and six months ended November 30, ~~2021,~~2022, respectively.

1516


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)

~~11.~~10. EMPLOYEE BENEFIT PLANS

The following table sets forth the components of net periodic benefit cost for the periods indicated under the Company’s defined benefit pension plan of Scholastic Ltd., an indirect subsidiary of Scholastic Corporation located in the United Kingdom (the “UK Pension Plan”), and the postretirement benefits plan, consisting of certain healthcare and life insurance benefits provided by the Company to its eligible retired United States-based employees (the “US Postretirement Benefits”), for the periods indicated:


		UK Pension Plan				US Postretirement Benefits					UK Pension Plan				US Postretirement Benefits
		Three months ended									Three months ended
		November 30,									November 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Components of net periodic benefit cost:	Components of net periodic benefit cost:									Components of net periodic benefit cost:

Interest cost	Interest cost	$	0.2	$	0.3	$	0.1	$	0.0	Interest cost	$	0.3	$	0.2	$	0.1	$	0.1
Expected return on assets	Expected return on assets		(0.3)		(0.3)		—		—	Expected return on assets		(0.3)		(0.3)		—		—
Amortization of prior service (credit) loss	Amortization of prior service (credit) loss		0.0		0.0		(0.2)		(0.2)	Amortization of prior service (credit) loss		0.0		0.0		(0.2)		(0.2)

Amortization of net actuarial (gain) loss	Amortization of net actuarial (gain) loss		0.1		0.2		—		(0.0)	Amortization of net actuarial (gain) loss		0.3		0.1		0.0		—
Total	Total	$	0.0	$	0.2	$	(0.1)	$	(0.2)	Total	$	0.3	$	0.0	$	(0.1)	$	(0.1)



	UK Pension Plan				US Postretirement Benefits
	Six months ended				Six months ended
	November 30,				November 30,
	2023		2022		2023		2022
Components of net periodic benefit cost:

Interest cost	$	0.7	$	0.5	$	0.2	$	0.2
Expected return on assets		(0.6)		(0.6)		—		—
Amortization of prior service (credit) loss		0.0		0.0		(0.4)		(0.4)

Amortization of net actuarial (gain) loss		0.6		0.2		0.0		—
Total	$	0.7	$	0.1	$	(0.2)	$	(0.2)

UK Pension Plan US Postretirement Benefits
Six months ended Six months ended
November 30, November 30,
2022 2021 2022 2021
Components of net periodic benefit cost:
Interest cost $ 0.5 $ 0.5 $ 0.2 $ 0.1
Expected return on assets (0.6) (0.6) — —
Amortization of prior service (credit) loss 0.0 0.0 (0.4) (0.4)
Amortization of net actuarial (gain) loss 0.2 0.4 — —
Total $ 0.1 $ 0.3 $ (0.2) $ (0.3)

Actuarial gains and losses are amortized using a corridor approach. The gain or loss corridor is equal to 10% of the greater of the projected benefit obligation and the market-related value of assets. Gains and losses in excess of the corridor are amortized over the future working lifetime.

The Company’s funding practice with respect to the UK Pension Plan is to contribute on an annual basis at least the minimum amounts required by applicable law. For the six months ended November 30, ~~2022,~~2023, the Company contributed $0.6 to the UK Pension Plan. The Company expects, based on actuarial calculations, to contribute cash of approximately ~~$1.1~~$1.2 to the UK Pension Plan for the fiscal year ending May 31, ~~2023.~~2024.

~~12.~~11. STOCK-BASED COMPENSATION

The following table summarizes stock-based compensation expense included in Selling, general and administrative expenses for the periods indicated:


		Three months ended				Six months ended					Three months ended				Six months ended
		November 30,									November 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Stock option expense	Stock option expense	$	2.4	$	1.8	$	3.0	$	2.5	Stock option expense	$	2.4	$	2.4	$	3.0	$	3.0
Restricted stock unit expense	Restricted stock unit expense		1.3		0.9		2.3		1.6	Restricted stock unit expense		1.4		1.3		2.9		2.3
Management stock purchase plan	Management stock purchase plan		0.4		0.3		0.4		0.3	Management stock purchase plan		0.3		0.4		0.3		0.4
Employee stock purchase plan	Employee stock purchase plan		0.1		0.0		0.2		0.1	Employee stock purchase plan		0.0		0.1		0.2		0.2
Total stock-based compensation expense	Total stock-based compensation expense	$	4.2	$	3.0	$	5.9	$	4.5	Total stock-based compensation expense	$	4.1	$	4.2	$	6.4	$	5.9

1617


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)

The following table sets forth Common Stock issued pursuant to stock-based compensation plans for the periods indicated:

Three months ended Six months ended
November 30, November 30,
2022 2021 2022 2021
Common Stock issued pursuant to stock-based compensation plans (in millions) 0.3 0.2 0.6 0.3


	Three months ended		Six months ended
	November 30,		November 30,
	2023	2022	2023	2022
Common Stock issued pursuant to stock-based compensation plans (in millions)	0.3	0.3	0.4	0.6

~~13.~~12. TREASURY STOCK

The Board has authorized the Company to repurchase Common Stock, from time to time as conditions allow, on the open market or through privately negotiated transactions.

The table below represents the Board authorization at the dates indicated:

Authorization

Amount

March ~~2020~~2023

50.0

July 2023

~~50.0~~100.0

Total current Board ~~authorization at June 1, 2022~~authorizations

~~50.0~~150.0

Less repurchases made under ~~this authorization~~these authorizations

~~(23.8)~~(116.2)

Remaining Board authorization at November 30, ~~2022~~2023

~~26.2~~33.8

Remaining Board authorization at November 30, ~~2022~~2023 represents the amount remaining under the current ~~$50.0~~$100.0 Board authorization for Common share repurchases announced on ~~March 18, 2020,~~July 19, 2023, which is available for further repurchases, from time to time as conditions allow, on the open market or through privately negotiated transactions. See Note 18, "Subsequent Events", for additional Board authorization for Common share repurchases.

Pursuant to a subsequent Board authorization on October 19, 2022, the Company commenced a modified Dutch auction tender offer on October 25, 2022, which expired on November 22, 2022. Pursuant to this offer, the Company purchased 533,793 of its common shares at a price of $40.00 per share for a total cost of $23.3, including related fees and expenses. The common shares purchased represented approximately 1.6% of the common shares outstanding as of November 21, 2022. The Company funded the purchase of the shares in the tender offer using cash on hand.

Repurchases of the Company's Common Stock were ~~$26.0~~$52.3 and ~~$31.1~~ $88.5, including excise tax on share repurchases of $0.4 and $0.7, during the three and six months ~~ended~~ ended November 30, ~~2022, respectively, which included shares repurchased through the modified Dutch auction tender offer.~~2023, respectively. The Company's repurchase program may be suspended at any time without prior notice.

1718


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)

~~14.~~13. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following tables summarize the activity in Accumulated other comprehensive income (loss), net of tax, by component, for the periods indicated:


									Three months ended November 30, 2023
									Foreign currency translation adjustments		Retirement benefit plans		Total
Beginning balance at September 1, 2023								Beginning balance at September 1, 2023	$	(48.2)	$	(5.6)	$	(53.8)
Other comprehensive income (loss) before reclassifications								Other comprehensive income (loss) before reclassifications		0.2		—		0.2
Less amount reclassified from Accumulated other comprehensive income (loss):								Less amount reclassified from Accumulated other comprehensive income (loss):
Amortization of net actuarial loss (net of tax of $0.0)								Amortization of net actuarial loss (net of tax of $0.0)		—		0.3		0.3
Amortization of prior service (credit) cost (net of tax of $0.0)								Amortization of prior service (credit) cost (net of tax of $0.0)		—		(0.2)		(0.2)

Other comprehensive income (loss)								Other comprehensive income (loss)		0.2		0.1		0.3
Ending balance at November 30, 2023								Ending balance at November 30, 2023	$	(48.0)	$	(5.5)	$	(53.5)

		Three months ended November 30, 2022							Three months ended November 30, 2022
		Foreign currency translation adjustments		Retirement benefit plans		Total			Foreign currency translation adjustments		Retirement benefit plans		Total
Beginning balance at September 1, 2022	Beginning balance at September 1, 2022	$	(54.2)	$	(0.8)	$	(55.0)	Beginning balance at September 1, 2022	$	(54.2)	$	(0.8)	$	(55.0)
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications		3.0		—		3.0	Other comprehensive income (loss) before reclassifications		3.0		—		3.0
Less amount reclassified from Accumulated other comprehensive income (loss):	Less amount reclassified from Accumulated other comprehensive income (loss):							Less amount reclassified from Accumulated other comprehensive income (loss):
Amortization of net actuarial loss (net of tax of $0.0)	Amortization of net actuarial loss (net of tax of $0.0)		—		0.1		0.1	Amortization of net actuarial loss (net of tax of $0.0)		—		0.1		0.1
Amortization of prior service (credit) cost (net of tax of $0.0)			—		(0.2)		(0.2)

Other comprehensive income (loss)			3.0		(0.1)		2.9
Ending balance at November 30, 2022		$	(51.2)	$	(0.9)	$	(52.1)

		Three months ended November 30, 2021
		Foreign currency translation adjustments		Retirement benefit plans		Total
Beginning balance at September 1, 2021		$	(35.9)	$	(4.5)	$	(40.4)
Other comprehensive income (loss) before reclassifications (net of tax of $(0.1))			(4.4)		0.5		(3.9)
Less amount reclassified from Accumulated other comprehensive income (loss):
Amortization of net actuarial loss (net of tax of $0.0)			—		0.2		0.2

Amortization of prior service (credit) cost (net of tax of $0.0)	Amortization of prior service (credit) cost (net of tax of $0.0)		—		(0.2)		(0.2)	Amortization of prior service (credit) cost (net of tax of $0.0)		—		(0.2)		(0.2)

Other comprehensive income (loss)	Other comprehensive income (loss)		(4.4)		0.5		(3.9)	Other comprehensive income (loss)		3.0		(0.1)		2.9
Ending balance at November 30, 2021		$	(40.3)	$	(4.0)	$	(44.3)
Ending balance at November 30, 2022								Ending balance at November 30, 2022	$	(51.2)	$	(0.9)	$	(52.1)



	Six months ended November 30, 2023
	Foreign currency translation adjustments		Retirement benefit plans		Total
Beginning balance at June 1, 2023	$	(50.0)	$	(5.8)	$	(55.8)
Other comprehensive income (loss) before reclassifications		2.0		—		2.0
Less amount reclassified from Accumulated other comprehensive income (loss):
Amortization of net actuarial (gain) loss (net of tax of $0.0)		—		0.6		0.6
Amortization of prior service (credit) cost (net of tax of $0.1)		—		(0.3)		(0.3)


Other comprehensive income (loss)		2.0		0.3		2.3
Ending balance at November 30, 2023	$	(48.0)	$	(5.5)	$	(53.5)

	Six months ended November 30, 2022
	Foreign currency translation adjustments		Retirement benefit plans		Total
Beginning balance at June 1, 2022	$	(44.6)	$	(0.8)	$	(45.4)
Other comprehensive income (loss) before reclassifications		(6.6)		—		(6.6)
Less amount reclassified from Accumulated other comprehensive income (loss):
Amortization of net actuarial (gain) loss (net of tax of $0.0)		—		0.2		0.2

Amortization of prior service (credit) cost (net of tax of $0.1)		—		(0.3)		(0.3)

Other comprehensive income (loss)		(6.6)		(0.1)		(6.7)
Ending balance at November 30, 2022	$	(51.2)	$	(0.9)	$	(52.1)

Six months ended November 30, 2022
Foreign currency translation adjustments Retirement benefit plans Total
Beginning balance at June 1, 2022 $ (44.6) $ (0.8) $ (45.4)
Other comprehensive income (loss) before reclassifications (6.6) — (6.6)
Less amount reclassified from Accumulated other comprehensive income (loss):
Amortization of net actuarial (gain) loss (net of tax of $0.0) — 0.2 0.2
Amortization of prior service (credit) cost (net of tax of $0.1) — (0.3) (0.3)
Other comprehensive income (loss) (6.6) (0.1) (6.7)
Ending balance at November 30, 2022 $ (51.2) $ (0.9) $ (52.1)
Six months ended November 30, 2021
Foreign currency translation adjustments Retirement benefit plans Total
Beginning balance at June 1, 2021 $ (30.1) $ (4.6) $ (34.7)
Other comprehensive income (loss) before reclassifications (net of tax of $(0.1)) (10.2) 0.5 (9.7)
Less amount reclassified from Accumulated other comprehensive income (loss):
Amortization of net actuarial (gain) loss (net of tax of $0.0) — 0.4 0.4
Amortization of prior service (credit) cost (net of tax of $0.1) — (0.3) (0.3)
Other comprehensive income (loss) (10.2) 0.6 (9.6)
Ending balance at November 30, 2021 $ (40.3) $ (4.0) $ (44.3)

1819


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)

The following table presents the impact on earnings of reclassifications out of Accumulated other comprehensive income (loss) for the periods indicated:


		Three months ended				Six months ended				Condensed Consolidated Statements of Operations line item		Three months ended				Six months ended				Condensed Consolidated Statements of Operations line item
		November 30,										November 30,
		2022		2021		2022		2021				2023		2022		2023		2022
Employee benefit plans:	Employee benefit plans:										Employee benefit plans:
Amortization of net actuarial loss	Amortization of net actuarial loss	$	0.1	$	0.2	$	0.2	$	0.4	Other components of net periodic benefit (cost)	Amortization of net actuarial loss	$	0.3	$	0.1	$	0.6	$	0.2	Other components of net periodic benefit (cost)
Amortization of prior service (credit) loss	Amortization of prior service (credit) loss		(0.2)		(0.2)		(0.4)		(0.4)	Other components of net periodic benefit (cost)	Amortization of prior service (credit) loss		(0.2)		(0.2)		(0.4)		(0.4)	Other components of net periodic benefit (cost)
Less: Tax effect	Less: Tax effect		0.0		0.0		0.1		0.1	Provision (benefit) for income taxes	Less: Tax effect		0.0		0.0		0.1		0.1	Provision (benefit) for income taxes
Total cost, net of tax	Total cost, net of tax	$	(0.1)	$	0.0	$	(0.1)	$	0.1		Total cost, net of tax	$	0.1	$	(0.1)	$	0.3	$	(0.1)

~~15.~~14. FAIR VALUE MEASUREMENTS

The Company determines the appropriate level in the fair value hierarchy for each fair value measurement of assets and liabilities carried at fair value on a recurring basis in the Company’s financial statements. The fair value hierarchy prioritizes the inputs, which refer to assumptions that market participants would use in pricing an asset or liability, based upon the highest and best use, into three levels as follows:

•Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.

•Level 2 Observable inputs other than quoted prices included in Level 1, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability and inputs derived principally from or corroborated by observable market data.

•Level 3 Unobservable inputs in which there is little or no market data available, which are significant to the fair value measurement and require the Company to develop its own assumptions.

The Company’s financial assets and liabilities measured at fair value consisted of cash and cash equivalents, debt and foreign currency forward contracts. Cash and cash equivalents are comprised of bank deposits and short-term investments, such as money market funds, the fair value of which is based on quoted market prices, a Level 1 fair value measure. The Company employs Level 2 fair value measurements for the disclosure of the fair value of its various lines of credit and long term debt. The fair value of the Company's debt approximates the carrying value for all periods presented. The fair values of foreign currency forward contracts, used by the Company to manage the impact of foreign exchange rate changes, are based on quotations from financial institutions, a Level 2 fair value measure.

Non-financial assets for which the Company employs fair value measures on a non-recurring basis include:

•Long-lived assets, including held for sale

•Operating lease right-of-use (ROU) assets

•Investments

•Assets acquired in a business combination

•Impairment assessment of goodwill and intangible assets

Level 2 and Level 3 inputs are employed by the Company in the fair value measurement of these assets. For the fair value measurements employed by the Company for certain property, plant and equipment, investments and prepublication assets, the Company assessed future expected cash flows attributable to these assets. See Note ~~10,~~9, Investments, for a more complete description of the fair value measurements employed. For the fair value measurements employed by the Company for certain acquired intangible assets, the Company utilized internally-developed discounted cash flow forecasts. See Note 8,7, Acquisitions, for further details regarding the acquired assets and fair value measurements employed.

1920


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)

~~16.~~15. INCOME TAXES AND OTHER TAXES

~~Tax Legislation Updates~~

In response to the COVID-19 pandemic, the U.S. government enacted the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The Company applied the provisions in the CARES Act related to the carry back of net operating losses and the Employee Retention Credit. In fiscal 2021, the Company applied for employee retention credits in the U.S. and the related receivable was $10.1 as of November 30, 2022. During the first quarter of fiscal 2022, the Company received a federal tax refund of $63.1 primarily related to the carry back of net operating losses generated in the U.S.

Income Taxes

In calculating the provision for income taxes on an interim basis, the Company uses an estimate of the annual effective tax rate based upon currently known facts and circumstances and applies that rate to its year-to-date earnings or losses. The Company’s effective tax rate is based on expected income and statutory tax rates and takes into consideration permanent differences between financial statement and tax return income applicable to the Company in the various jurisdictions in which the Company operates. The effect of discrete items, such as changes in estimates, changes in rates or tax status, and unusual or infrequently occurring events, is recognized in the interim period in which the discrete item occurs. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or as the result of new judicial interpretations or regulatory or tax law changes.

The Company's interim effective tax rate, inclusive of discrete items, for the three and six ~~months period~~month periods ended November 30, ~~2022~~2023 was ~~25.3%~~24.2% and ~~30.2%~~22.9%, respectively, compared to ~~23.2%~~25.3% and ~~21.1%~~30.2%, respectively, for the prior fiscal year period. The interim effective tax rate for the six months ended November 30, ~~2022 varied~~2023 varies from the ~~prior fiscal year period~~statutory rate primarily due to ~~tax shortfalls related to vested option cancellations in~~ the ~~current year period.~~GILTI inclusion and state and local income taxes.

The Company, including its domestic subsidiaries, files a consolidated U.S. income tax return, and also files tax returns in various states and other local jurisdictions. Also, certain subsidiaries of the Company file income tax returns in foreign jurisdictions. The Company is routinely audited by various tax authorities. The ~~IRS has completed the examination of the U.S. income tax returns~~Company was previously under audit for the fiscal 2015 through fiscal 2020 tax ~~years. There~~years and the examination was completed in fiscal 2023 with no ~~additional~~ impact to the financial results. ~~As of November 30,~~The fiscal 2021 and fiscal 2022 ~~there was approximately $20.0 in receivables from the IRS related~~tax years remain subject to ~~the years under audit included in Income tax receivable in the Company’s Condensed Consolidated Balance Sheet for that period.~~audit.

Non-income Taxes

The Company is subject to tax examinations for sales-based taxes. A number of these examinations are ongoing and, in certain cases, have resulted in assessments from taxing authorities. The Company assesses sales tax contingencies for each jurisdiction in which it operates, considering all relevant facts including statutes, regulations, case law and experience. Where a sales tax liability with respect to a jurisdiction is probable and can be reliably estimated for such jurisdiction, the Company has made accruals for these matters which are reflected in the Company’s Condensed Consolidated Financial Statements. These amounts are included in ~~the Financial~~ ~~Statements in~~ Selling, general and administrative expenses. Future developments relating to the foregoing could result in adjustments being made to these accruals.

~~17.~~16. DERIVATIVES AND HEDGING

The Company enters into foreign currency derivative contracts to economically hedge the exposure to foreign currency fluctuations associated with the forecasted purchase of inventory, the foreign exchange risk associated with certain receivables denominated in foreign currencies and certain future commitments for foreign expenditures. These derivative contracts are economic hedges and are not designated as cash flow hedges.

The Company marks-to-market these instruments and records the changes in the fair value of these items in Selling, general and administrative expenses and recognizes the unrealized gain or loss in Other current assets or Other current liabilities. The notional values of the contracts as of November 30, ~~2022~~2023 and November 30, ~~2021~~2022 were $22.8. A net unrealized gain of $0.3 and $0.8 was recognized for the six months ended November 30, 2023 and November 30, 2022, respectively.

2021


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)

~~were $22.8 and $27.3, respectively. A net unrealized gain of $0.8 and $0.6 were recognized for the six months ended November 30, 2022 and November 30, 2021, respectively.~~

~~18.~~17. OTHER ACCRUED EXPENSES

Other accrued expenses consisted of the following as of the dates indicated:

November 30, 2022 May 31, 2022 November 30, 2021
Accrued payroll, payroll taxes and benefits $ 34.7 $ 32.2 $ 35.1
Accrued bonus and commissions 16.5 44.2 15.7
Returns liability 43.9 42.2 50.7
Accrued other taxes 33.7 26.8 36.1
Accrued advertising and promotions 10.8 10.3 15.5
Other accrued expenses 40.8 37.6 40.5
Total accrued expenses $ 180.4 $ 193.3 $ 193.6


	November 30, 2023		May 31, 2023		November 30, 2022
Accrued payroll, payroll taxes and benefits	$	32.8	$	29.2	$	34.7
Accrued bonus and commissions		13.7		31.2		16.5
Returns liability		37.7		34.9		43.9
Accrued other taxes		28.4		24.8		33.7
Accrued advertising and promotions		9.7		7.3		10.8
Other accrued expenses		40.2		41.5		40.8
Total accrued expenses	$	162.5	$	168.9	$	180.4

~~19.~~18. SUBSEQUENT EVENTS

On December ~~14, 2022,~~13, 2023, the Board declared a quarterly cash dividend of $0.20 per share on the Company’s Class A and Common Stock for the third quarter of fiscal ~~2023.~~2024. The dividend is payable on March 15, ~~2023~~2024 to shareholders of record as of the close of business on January 31, ~~2023.~~2024.

On December ~~14, 2022,~~13, 2023, the Board also authorized an increase of ~~$48.8~~$66.2 for Common share repurchases under the Company's share buy-back program, resulting in a current Board authorization of ~~$75.0,~~$100.0, which includes ~~$26.2~~$33.8 remaining from the previous Board authorization.

2122


SCHOLASTIC CORPORATION Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)

Overview and Outlook

Revenues for the second quarter ended November 30, ~~2022~~2023 were ~~$587.9~~$562.6 million, compared to ~~$524.2~~$587.9 million in the prior fiscal year quarter, ~~an increase~~a decrease of ~~$63.7~~$25.3 million or ~~12%~~4%. The Company reported net income per diluted share of Class A and Common Stock of ~~$2.12~~$2.45 in the second quarter of fiscal ~~2023,~~2024, compared to ~~$1.91~~net income per diluted share of $2.12 in the prior fiscal year quarter.

~~Revenues in~~During the ~~Company's~~second fiscal quarter, the Children's Book Publishing and Distributionsegment ~~rose by 19% in the quarter ended November 30, 2022, led by strong performance in the book fairs business which benefited from higher fair count, as well as~~achieved increased ~~revenue per fair compared to the prior year period. In the U.S., fair count continued to trend at 85% pre-pandemic levels. Within the~~ ~~Education Solutions~~ segment, revenues held consistent with the prior fiscal year quarter and integration efforts related to the recently acquired A2i™ literacy assessment and instruction system have begun. Internationally, in addition to the recovery ofsales through the book fairs channel despite facing a complex environment in U.S. schools, with fair count on track to reach nearly 90% of pre-pandemic levels. The Company also began the process of repositioning its book clubs business by reducing unprofitable offers and promotional spending and implementing new customer-centric strategies. The trade channel benefited from multiple frontlist titles, including Cat Kid Comic Club®: Influencers by Dav Pilkey, the new paperback edition of The Ballad of Songbirds and Snakes, Suzanne Collins' prequel to the Hunger Games® series, the interactive edition of Harry Potter and the Prisoner of Azkaban® and The Harry Potter Wizarding Almanac. In Education Solutions, revenues were consistent year over year, reflecting the Company's unique ability to support literacy by providing children access to engaging book collections through state and district partnerships. Internationally, the trade ~~channel~~channels in Australia and New Zealand ~~and~~continued to be impacted by the ~~UK performed well on the success of the Company’s best-selling series titles while Canada trade channel sales decreased as a result of overall~~ softness in the overall retail ~~market. Operating income improved $16.7 million, or 20.0%, from the prior fiscal year quarter primarily driven~~market; however, these revenue declines were partly offset by ~~the higher revenue and profit contribution from the~~ ~~Children’s Book Publishing and Distribution~~ ~~segment, mainly from~~ the book fairs ~~channel, as well as the Company’s efforts to address inflationary pressures with cost containment~~ and ~~pricing related initiatives, partially offset by increased spending on long-term strategic investments~~trade channels in the ~~Education Solutions~~ ~~segment.~~UK, which outperformed the prior year period.

~~The Company~~Second quarter results came in below the Company's expectations for profit growth, reflecting lower participation and spending in its school reading events business, a trend that is ~~expecting the U.S. book fairs business~~expected to continue ~~to outperform fiscal 2022 with higher fair count and improved revenue-per-fair.~~for the remainder of this school year. The trade channel is expected to continue to benefit from new releases, including new titles from ~~best-selling authors, including a new title from Dav Pilkey's~~ the Dog Man® and HeartstopperTMseries. The ~~Education Solutions~~ ~~segment will~~Company remains committed to continue deploying capital to focus on strategic investments, including the integration of the recently acquired A2i™ literacy assessment. The Company expects to incur approximately $3 million of additional costs before this assessment will become integrated into the Company's comprehensive digital literacy platform. In addition, the Company is preparing for the seasonally important fiscal fourth quarter within the education channel. Internationally, unfavorable economic conditionsinvest in ~~the UK and Canada are expected to impact revenue~~ growth and operating income. However, the international margins are expected to benefit from the disposition of the direct sales business in Asia, which generated losses in the prior period. The Company expects international operations to be impacted by unfavorable foreign currency translation as the U.S. dollar remains strong. The Company continues to monitor and control discretionary spending which is expected to continue to help mitigate the impact of inflationary pressures on freight and product costs.enhance shareholder returns.

Results of Operations

Consolidated

Revenues for the quarter ended November 30, ~~2022 increased~~2023 decreased by ~~$63.7~~$25.3 million to ~~$587.9~~$562.6 million, compared to ~~$524.2~~$587.9 million in the prior fiscal year quarter. The Children's Book Publishing and Distribution segment revenues ~~increased~~decreased by ~~$65.8~~$25.5 million, primarily driven by ~~higher~~lower book ~~fairs~~clubs channel sales, reflecting a planned reduction in unprofitable offers, as the business implements new customer-centric strategies and is integrated into the school reading events business, as well as lower media revenues ~~resulting from increased fair count, which continues to trend at 85% of pre-pandemic levels~~ compared to ~~70% in~~the the prior ~~fiscal~~ year ~~period, coupled with higher revenue per fair.~~which benefited from the release of the Eva the OwletTM TV series, based on the Owl DiariesTM book series. In the Education Solutions segment, revenues ~~were relatively consistent with the prior fiscal year quarter as~~increased by $1.0 million primarily due to increased revenues from ~~sponsored~~state-sponsored programs, partly offset ~~lower~~by sales ~~as a result of the timing of the~~ ~~Rising Voices Library~~® ~~product launch~~declines in ~~the prior period.~~supplemental instructional materials, largely related to shifting approaches to literacy instruction. In local currency, ~~the~~ International segment revenues ~~increased~~decreased by ~~$7.5~~$3.8 million, ~~primarily driven by the recovery of the book fairs channel across the Major Markets (Canada, UK,~~reflecting lower sales in Australia and New ~~Zealand), partially~~Zealand which were impacted by the continued softness in the overall retail market, partly offset by ~~a decrease in~~higher book ~~clubs~~fairs and trade channel revenues ~~on lower than anticipated teacher participation,~~ in ~~addition to lower sales from~~ the ~~trade channel in Canada due to unfavorable economic condition and from Asia as a result of the disposition of the direct sales business.~~UK. International segment revenues were impacted by ~~unfavorable~~favorable foreign exchange of ~~$10.1~~$0.7 million in the quarter ended November 30, ~~2022.~~2023.

Revenues for the six months ended November 30, ~~2022 increased~~2023 decreased by ~~$66.8~~$59.7 million to ~~$850.8~~$791.1 million, compared to ~~$784.0~~$850.8 million in the prior fiscal year period. The Children's Book Publishing and Distribution segment revenues ~~increased~~decreased by ~~$74.7~~$47.4 million, primarily driven by ~~higher~~lower book ~~fairs~~clubs channel revenues reflecting a planned reduction in unprofitable offers, coupled with lower trade channel revenues resulting from ~~increased fair count,~~the continued softness in the retail book market and lower media revenues compared to the the prior year which benefited from the release of the Eva the OwletTM TV series, based on the Owl DiariesTM book series. In the Education Solutions segment, revenues decreased by $6.2 million primarily due to the timing of revenues from summer learning product offerings as the Company continues to experience a shift in sales from the first fiscal quarter into the fourth fiscal quarter, coupled with sales declines in supplemental instructional materials, largely related to shifting approaches to literacy instruction. In local currency, the International segment revenues decreased by $10.2 million, primarily due to lower sales in Canada and Australia, primarily from the trade channels which continued to ~~trend at 85% of pre-pandemic levels compared to 70%~~be impacted by the softness in the ~~prior fiscal year~~retail markets, partially offset by higher book fairs and trade channel revenues in the UK. International segment revenues were also impacted by unfavorable foreign exchange of $0.7 million in the period ~~coupled with higher revenue per fair and increased redemptions of book fair incentive~~ended November 30, 2023.

2223


SCHOLASTIC CORPORATION Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)

~~program credits. In the~~ ~~Education Solutions~~ segment, revenues decreased by $6.4 million primarily driven by lower sales of instructional products and programs, primarily early childhood programs and summer learning product offerings, as well as lower sales from the timing of new product launches such as ~~Rising Voices Library~~®~~, partially offset by revenues from sponsored programs and increased revenues from traditional classroom book collections. In local currency, the~~ ~~International~~ segment revenues increased by $13.2 million primarily driven by increased revenues in the Company's Major Markets as a result of the recovery of the book fairs channel, partially offset by lower revenues in Asia as a result of the disposition of the direct sales business. ~~International~~ ~~segment revenues were impacted by unfavorable foreign exchange of $14.7 million in the six months ended November 30, 2022.~~

Components of Cost of goods sold for the three and six months ended November 30, ~~2022~~2023 and November 30, ~~2021~~2022 are as follows:


		Three months ended									Six months ended								Three months ended									Six months ended
		November 30,				November 30,					November 30,				November 30,				November 30,				November 30,					November 30,				November 30,
		2022				2021					2022				2021				2023				2022					2023				2022
($ amounts in millions)	($ amounts in millions)		$	% of Revenue			$	% of Revenue			$	% of Revenue			$	% of Revenue		($ amounts in millions)		$	% of Revenue			$	% of Revenue			$	% of Revenue			$	% of Revenue
Product, service and production costs and inventory reserves	Product, service and production costs and inventory reserves	$	158.6	27.0	%	$	136.5	26.0	%	$	241.0	28.3	%	$	212.8	27.1	%	Product, service and production costs and inventory reserves	$	143.0	25.5	%	$	158.6	27.0	%	$	215.8	27.3	%	$	241.0	28.3	%
Royalty costs	Royalty costs		45.4	7.7	%		45.0	8.6	%		72.8	8.6	%		72.8	9.3	%	Royalty costs		40.1	7.1	%		45.4	7.7	%		63.6	8.0	%		72.8	8.6	%
Prepublication amortization	Prepublication amortization		6.4	1.1	%		6.9	1.3	%		12.8	1.5	%		13.8	1.8	%	Prepublication amortization		6.9	1.2	%		6.4	1.1	%		13.9	1.8	%		12.8	1.5	%
Postage, freight, shipping, fulfillment and other	Postage, freight, shipping, fulfillment and other		50.0	8.5	%		49.6	9.5	%		78.3	9.2	%		71.9	9.2	%	Postage, freight, shipping, fulfillment and other		44.1	7.8	%		50.0	8.5	%		70.8	8.9	%		78.3	9.2	%
Total	Total	$	260.4	44.3	%	$	238.0	45.4	%	$	404.9	47.6	%	$	371.3	47.4	%	Total	$	234.1	41.6	%	$	260.4	44.3	%	$	364.1	46.0	%	$	404.9	47.6	%

Cost of goods sold for the quarter ended November 30, ~~2022~~2023 was $234.1 million, or 41.6% of revenues, compared to $260.4 million, or 44.3% ~~of revenues, compared to $238.0 million, or 45.4%~~ of revenues, in the prior fiscal year quarter. Cost of goods sold for the six months ended November 30, 2023 was $364.1 million, or 46.0% of revenues, compared to $404.9 million, or 47.6% of revenues, in the prior fiscal year period. The ~~decrease~~improvement in Cost of goods sold as a percentage of revenues was primarily ~~driven by the increased sales volume~~attributable to favorable product costs due to lower printing and inbound freight costs, in ~~the book fairs channel, which traditionally has~~addition to lower production costs and lower royalty costs related to a higher mix of ~~non-royalty~~lower-royalty bearing titles ~~and lower fulfillment costs.~~sold in the domestic trade channel in the period ended November 30, 2023. This was partially offset by higher ~~product costs, which includes higher inbound freight costs.~~

~~Cost~~prepublication amortization as a result of ~~goods sold for~~ the ~~six months ended November 30, 2022 was $404.9 million, or 47.6%~~release of ~~revenues, compared to $371.3 million, or 47.4%~~Ready4ReadingTM at the end of ~~revenues, in the prior~~ fiscal year period. Cost of goods sold was impacted by higher inbound freight costs, resulting in an increase in product costs, due to inflationary pressures which was substantially offset by the increased sales volume in the book fairs channel, which traditionally has a higher mix of non-royalty bearing titles and lower fulfillment costs.2023.

Selling, general and administrative expenses for the quarter ended November 30, ~~2022 increased~~2023 decreased to ~~$213.6~~$213.1 million, compared to ~~$188.3~~$213.6 million in the prior fiscal year quarter. The ~~$25.3~~$0.5 million ~~increase~~decrease was primarily attributable to ~~higher employee-related costs,~~lower promotional spending, largely offset by increased spendingrelated to facilities and labor ahead of expected growth in the book fairs channel ~~to support the increased fair count, as well as the investment~~and investments in ~~the~~growth opportunities in Education ~~Solutions~~ segment which included additional workforce from the Learning Ovations acquisition. The increase was also driven by higher marketing costs associated with sponsored programs, partially offset by higher equity investment income and lower severance expense from the Company's restructuring programs of $0.8 million.Solutions.

Selling, general and administrative expenses for the six months ended November 30, ~~2022~~2023 increased to ~~$376.4~~$397.3 million, compared to ~~$331.9~~$376.4 million in the prior fiscal year period. The ~~$44.5~~$20.9 million increase was primarily attributable to ~~higher employee-related costs, largely~~increased spendingrelated to facilities and labor ahead of expected growth in the book fairs channel and investments in growth opportunities in Education Solutions. In addition, the Company incurred higher severance expense from the Company's restructuring programs of $6.3 million related to ~~support~~reorganization efforts and cost-saving initiatives in the ~~increased fair count, coupled~~school reading events business, Education Solutions and in Canada. This was partially offset by lower promotional spending.

Depreciation and amortization expenses in the three and six months ended November 30, 2023 of $14.1 million and $27.5 million, respectively, was relatively consistent compared to $13.8 million and $27.5 million, respectively, in the prior fiscal year periods. The Company continues to shift spending to cloud computing arrangements in which the amortization expense is included in Selling, general and administrative expenses rather than Depreciation and amortization. Amortization related to cloud computing arrangements for the period ended November 30, 2023 was consistent with the ~~investment~~prior year period. There were no significant assets placed into service during the period ended November 30, 2023.

Interest income for the three months ended November 30, 2023 was $0.9 million, compared to $1.1 million in the ~~Education Solutions~~ ~~segment which included additional workforce from~~prior fiscal year quarter. The decrease in interest income was due to lower investment balances as compared to the ~~Learning Ovations acquisition and~~prior fiscal year quarter. Interest income for the ~~discontinuation of international government subsidies related~~six months ended November 30, 2023 was $2.6 million, compared to ~~COVID-related governmental retention programs.~~$1.7 million in the prior fiscal year period. The increase was ~~also driven by the $6.6 million of insurance recoveries received~~attributable to higher interest rates earned in the period ended November 30, ~~2021 related~~2023. The Company invests excess cash in short term investments which earn competitive interest rates that change directionally in relation to the intellectual property legal settlement accrued in fiscal 2021 and higher marketing costs associated with sponsored programs. Partially offsetting this increase, the Company incurred lower severance expense from its restructuring programs of $3.2 million.Federal Funds rate.

2324


SCHOLASTIC CORPORATION Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)

Depreciation and amortization expenses in the three and six months ended November 30, 2022 were $13.8 million and $27.5 million, respectively, compared to $14.5 million and $29.4 million, respectively, in the prior fiscal year period. The decrease in depreciation and amortization expenses in the three and six months ended November 30, 2022 was primarily attributable to a shift towards spending on cloud computing arrangements in which the amortizationInterest expense ~~is included in Selling, general and administrative expenses rather than Depreciation and amortization. Amortization related to cloud computing arrangements increased $0.6 million and $1.7 million~~ for the three and six months ended November 30, 2022, respectively, when compared to the prior period which substantially offset the decrease in Depreciation and amortization as there were no significant assets placed into service during the period ended November 30, 2022. Management expects this trend to continue as more cloud-based software tools are utilized by the Company.

~~Interest income in the three and six months ended November 30, 2022~~2023 was ~~$1.1~~$0.5 million and ~~$1.7~~$0.8 million, respectively, compared to ~~$0.1~~$0.4 million and ~~$0.4~~$0.8 million, respectively, in the prior fiscal year ~~period. The Company invests excess cash~~periods. There were no significant changes in ~~short term investments which earn competitive interest rates that change directionally in relation to the Federal Funds rate.~~

Interest expense in the three and six months ended November 30, 2022 was $0.4 million and $0.8 million, respectively, compared to $0.6 million and $2.2 million, respectively, in the prior fiscal year period. The decrease in interest expense was due to lower average debt borrowings as compared to the prior fiscal year ~~period as the outstanding borrowings on the U.S. credit agreement were paid down during fiscal 2022, resulting in no outstanding borrowings as of the beginning of fiscal 2023.~~

Gain (loss) on sale of assets and other in the three and six months ended November 30, 2021 was $6.2 million. In the prior year period, the Company sold the facility, which included office and warehouse space, located in Lake Mary, Florida, as part of an initiative to rightsize its real estate footprint to reduce occupancy costs, which resulted in a gain on sale.periods.

The Company's interim effective tax rate, inclusive of discrete items, for the three and six months ended November 30, ~~2022~~2023 was ~~25.3%~~24.2% and ~~30.2%~~22.9%, respectively, compared to ~~23.2%~~25.3% and ~~21.1%~~30.2%, respectively, for the prior fiscal year periods. The interim effective tax rate for the six months ended November 30, 2022 varied from the prior fiscal year period primarily due to tax shortfalls related to vested option cancellations in the current year period.

Net income attributable to Scholastic Corporation for the quarter ended November 30, ~~2022~~2023 increased by ~~$7.0~~$1.6 million to ~~$75.3~~$76.9 million, compared to ~~$68.3~~$75.3 million in the prior fiscal year quarter. Earnings per basic and diluted share of Class A and Common Stock was ~~$2.17~~$2.51 and ~~$2.12,~~$2.45, respectively, for the fiscal quarter ended November 30, ~~2022,~~2023, compared to ~~$1.97~~$2.17 and ~~$1.91,~~$2.12, respectively, in the prior fiscal year quarter.

Net income attributable to Scholastic Corporation for the six months ended November 30, ~~2022~~2023 decreased by ~~$14.3~~$27.1 million to ~~$29.8~~$2.7 million, compared to ~~$44.1~~$29.8 million in the prior fiscal year period. Earnings per basic and diluted share of Class A and Common Stock was ~~$0.86~~$0.09 and ~~$0.84,~~$0.09, respectively, for the six months ended November 30, ~~2022,~~2023, compared to ~~$1.27~~$0.86 and ~~$1.24,~~$0.84, respectively, in the prior fiscal year period.

Net income attributable to noncontrolling interest for the ~~quarter~~three and six months ended November 30, 2022 was $0.1 million ~~compared to $0.1 million in the prior fiscal year quarter. Net income attributable to noncontrolling interest for the six months ended November 30, 2022 was~~and $0.2 million, ~~compared to Net loss attributable to noncontrolling interest of $0.1 million in the prior fiscal year quarter.~~respectively.


SCHOLASTIC CORPORATION Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)

Children’s Book Publishing and Distribution


		Three months ended November 30,										Six months ended November 30,											Three months ended November 30,										Six months ended November 30,
								$		%								$		%									$		%								$		%
($ amounts in millions)	($ amounts in millions)	2022			2021			Change		Change			2022			2021		Change		Change		($ amounts in millions)	2023			2022			Change		Change			2023			2022		Change		Change
Revenues	Revenues	$	418.3		$	352.5		$	65.8	18.7	%	$	543.0		$	468.3		$	74.7	16.0	%	Revenues	$	392.8		$	418.3		$	(25.5)	(6.1)	%	$	495.6		$	543.0		$	(47.4)	(8.7)	%
Cost of goods sold	Cost of goods sold		180.6			156.8			23.8	15.2	%		257.7			222.9			34.8	15.6	%	Cost of goods sold		156.1			180.6			(24.5)	(13.6)	%		219.4			257.7			(38.3)	(14.9)	%
Other operating expenses (1)	Other operating expenses (1)		124.5			110.5			14.0	12.7	%		202.2			181.9			20.3	11.2	%	Other operating expenses (1)		125.9			124.5			1.4	1.1	%		206.9			202.2			4.7	2.3	%

Operating income (loss)	Operating income (loss)	$	113.2		$	85.2		$	28.0	32.9	%	$	83.1		$	63.5		$	19.6	30.9	%	Operating income (loss)	$	110.8		$	113.2		$	(2.4)	(2.1)	%	$	69.3		$	83.1		$	(13.8)	(16.6)	%
Operating margin	Operating margin		27.1	%		24.2	%						15.3	%		13.6	%					Operating margin		28.2	%		27.1	%						14.0	%		15.3	%

(1) Other operating expenses include selling, general and administrative expenses, bad debt expenses and depreciation and amortization.

Revenues for the quarter ended November 30, ~~2022 increased~~2023 decreased by ~~$65.8~~$25.5 million to ~~$418.3~~$392.8 million, compared to ~~$352.5~~$418.3 million in the prior fiscal year quarter. ~~The increase~~Revenues from school reading events decreased $23.9 million due to lower revenues from the book clubs channel as efforts to reposition the business resulted in ~~segment revenues was primarily driven~~a lower number of sponsors and fewer events, partially offset by higher book fairs channel revenues of ~~$64.6~~$1.3 million ~~resulting from~~on increased fair ~~count, which continues to trend at 85%~~count. Also within the book fairs channel, increased redemptions of ~~pre-pandemic levels compared to 70% in the prior fiscal year quarter, coupled with higher~~incentive program credits were partly offset by modestly lower average revenue per ~~fair. Book clubs channel revenues also increased $5.7 million~~fair, reflecting the addition of mostly smaller fairs as the ~~prior fiscal year quarter was impacted by a discrete systems issue which caused a backlog and shifted revenues into the third quarter of the prior fiscal year.~~Company increased fair count. Trade channel revenues decreased ~~$4.5~~$1.6 million, ~~due in part~~largely driven by lower media revenues compared to the ~~industry-wide decline in retail market~~prior year when the Company completed the delivery of episodes of the animated TV show "Eva the Owlet"TM based on the Owl DiariesTM book series. Excluding media channel sales, ~~coupled with~~trade channel revenues increased 3%, driven by the ~~release~~success of ~~The Christmas Pig~~ ~~by J.K. Rowling~~multiple frontlist and backlist titles and higher foreign rights sales. New releases in the quarter ended November 30, ~~2021. In the quarter ended November 30, 2022, the trade channel released several New York Times bestsellers, including~~ ~~Two Degrees~~ ~~by Alan Gratz,~~ ~~The Three Billy Goats Gruff~~ ~~by Mac Barnett and Jon Klassen,~~ ~~I Was Born for This~~ ~~by Alice Oseman, and~~2023 included Cat Kid Comic ~~Club~~Club: Influencers®~~: Collaborations~~ ~~by Dav Pilkey, as well as~~, the ~~illustrated~~interactive edition of Harry Potter and the ~~Order~~Prisoner of Azkaban, Wings of FireTM: A Guide to the ~~Phoenix~~Dragon World, The OfficialFive Nights at Freddy’s Cookbook, The Bad Guys in Look Who’s Talking (The Bad Guys® #18) and All We Need is Love and A Really Soft Pillow. ~~In addition, the~~The trade channel also benefited from increased ~~media revenue as the Company continued to deliver episodes associated with the production~~sales of the ~~animated series "Eva~~new paperback edition of The Ballad of Songbirds and Snakes in connection with Lionsgate's theatrical release in November 2023, and a similar boost in sales of titles from the ~~Owlet"~~original TMHunger Games ~~and from increased sales in the~~ ~~Make Believe Ideas~~TM ~~business.~~trilogy.

Revenues for the six months ended November 30, ~~2022 increased~~2023 decreased by ~~$74.7~~$47.4 million to ~~$543.0~~$495.6 million, compared to ~~$468.3 million~~$543.0 in the prior fiscal year period. ~~The increase~~Revenues from school reading events decreased $28.6 million due to lower revenues from the book clubs channel as efforts to reposition the business resulted in ~~segment revenues was largely driven by higher~~a lower number of sponsors and fewer events. Revenues from the book fairs channel ~~revenues of $76.9 million resulting from increased fair count, which continued to trend at 85% of pre-pandemic levels compared to 70% in the prior fiscal~~remained consistent year period, coupled with higher revenue per fair and increased redemptions of book fair incentive program credits during the summer months. In addition, book clubs channel revenues increased $5.2 million as the prior fiscal year period was impacted by the discrete systems issue which caused a backlog and shifted revenues into the third quarter of the prior fiscalover year. Due to this shift in timing of revenues and lower sponsor participation, the Company does not expect book clubs channel revenues in the third quarter of fiscal 2023 to outpace the prior year period despite an improvement in revenue per event. Trade channel revenues decreased ~~$7.4~~$18.8 million ~~due~~reflecting modest declines in ~~part to~~ the ~~industry-wide decline in~~ retail book market, ~~sales, coupled with~~ the prior ~~fiscal~~ year ~~period~~ release of ~~The Christmas Pig~~ ~~by J.K. Rowling and limited edition foil cover versions of titles in the Dog Man~~® ~~series. In the period ended November 30, 2022, the trade channel released the illustrated edition~~ of Harry Potter and the Order of the ~~Phoenix~~Phoenix: The Illustrated Edition and lower media revenues associated with the prior year release of the animated series "~~Cat Kid Comic Club~~Eva the Owlet®"~~: Collaborations~~ TM~~by Dav Pilkey. The~~. Despite modest declines in the retail book market, the trade channel ~~also~~ benefited from sales of ~~backlist~~the new paperback edition of The Ballad of Songbirds and Snakes in connection with Lionsgate's theatrical release in November 2023 and increased sales of titles from the ~~Company’s popular series, including~~original ~~Heartstopper~~TM, ~~The Baby-sitters Club~~®Hunger Games ~~Graphix~~®, ~~The Bad Guys~~TM,trilogy as well as several new releases including ~~Five Nights at Freddy’s~~TM, ~~Dog Man~~®~~, and~~ Cat Kid Comic ~~Club~~Club:®~~, as well as increased media revenue as the Company continued to deliver episodes associated with the production of the animated series "Eva the Owlet"~~TM~~, and increased sales in the~~ ~~Make Believe Ideas~~TM ~~business.~~

Cost of goods sold for the quarter ended November 30, 2022 was $180.6 million, or 43.2% of revenues, compared to $156.8 million, or 44.5% of revenues, in the prior fiscal year quarter. The decrease in Cost of goods sold as a percentage of revenue was primarily driven by the increased sales volume in the book fairs channel, which traditionally has a higher mix of non-royalty bearing titles and lower fulfillment costs. This was partially offset by increased product and freight costs due to continued inflationary pressures, particularly in the trade channel.

Cost of goods sold for the six months ended November 30, 2022 was $257.7, or 47.5% of revenues, compared to $222.9, or 47.6% of revenues, in the prior fiscal year period. The segment benefited from lower royalty costs driven by the higher sales volumes in the book fairs channel, which traditionally has a higher mix of non-royalty bearing titles, offset by increased product and freight costs due to continued inflationary pressures, particularly in the trade channel.

Other operating expenses for the quarter ended November 30, 2022 increased to $124.5 million, compared to $110.5 million in the prior fiscal year quarter, resulting in an increase of $14.0 million. Other operating expenses


SCHOLASTIC CORPORATION Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)

Influencers, the interactive edition of Harry Potter and the Prisoner of Azkaban, Wings of Fire: A Guide to the Dragon World and The Harry Potter Wizarding Almanac.

Cost of goods sold for the quarter ended November 30, 2023 was $156.1 million, or 39.7% of revenues, compared to $180.6 million, or 43.2% of revenues, in the prior fiscal year quarter. Cost of goods sold for the six months ended November 30, ~~2022~~2023 was $219.4 million, or 44.3% of revenues, compared to $257.7 million, or 47.5% of revenues, in the prior fiscal year period. Cost of goods sold benefited from favorable product costs due to lower inbound freight and printing costs, in addition to lower production costs. Royalty costs were also favorable as a result of a higher mix of lower-royalty bearing titles sold in the trade channel in the period ended November 30, 2023. Favorable Cost of goods sold is expected to continue into the second half of the fiscal year.

Other operating expenses for the quarter ended November 30, 2023 increased by $1.4 million to ~~$202.2~~$125.9 million, compared to ~~$181.9~~$124.5 million in the prior fiscal year ~~period, resulting~~quarter. Other operating expenses for the six months ended November 30, 2023 increased by $4.7 million to $206.9 million, compared to $202.2 million in ~~an increase of $20.3 million.~~the prior fiscal year period. The increase in Other operating ~~expense for the three and six months ended November 30, 2022~~expenses was primarily ~~attributable to~~driven by higher labor and equipment costs ~~largely~~ in the book fairs channel ahead of expected growth for fiscal 2024, coupled with increased rent for warehouse space. This was partially offset by lower promotional spending related to ~~support~~book clubs kits as a result of a change in the ~~increased fair count, which is expected~~frequency of the distribution of kits to ~~continue to trend higher during the remainder of fiscal 2023. Labor costs were also impacted by inflationary pressures.~~schools.

Segment operating income for the quarter ended November 30, ~~2022~~2023 was ~~$113.2~~$110.8 million, compared to ~~$85.2~~$113.2 million in the prior fiscal year ~~quarter, resulting~~quarter. The $2.4 million decrease in ~~an increase~~operating income was primarily attributable to lower book clubs channel revenues reflecting efforts to reposition the business. In addition, the book fairs channel incurred higher planned spending related to facilities and labor ahead of ~~$28.0 million.~~ expected growth, partially offset by lower promotional spending related to book clubs kits.

Segment operating income for the six months ended November 30, ~~2022~~2023 was ~~$83.1~~$69.3 million, compared to ~~$63.5~~$83.1 million in the prior fiscal year ~~period, resulting in an increase of $19.6 million.~~period. The ~~increase~~$13.8 million decrease in operating income ~~for the three and six months ended November 30, 2022~~ was primarily ~~driven by~~attributable to lower book clubs channel revenues as a result of efforts to reposition the ~~continued recovery~~business. In addition, the segment incurred higher planned spending related to facilities and labor ahead of expected growth in the book fairs channel, ~~and the Company’s improved network optimization, warehouse efficiencies, and pricing initiatives,~~ which ~~more than~~was partially offset ~~the rising costs associated with freight, paper, and labor.~~by lower promotional spending related to book clubs kits.

Education Solutions


		Three months ended November 30,										Six months ended November 30,											Three months ended November 30,										Six months ended November 30,
								$		%									$	%									$		%								$	%
($ amounts in millions)	($ amounts in millions)	2022			2021			Change		Change		2022			2021			Change		Change		($ amounts in millions)	2023			2022			Change		Change		2023		2022			Change		Change
Revenues	Revenues	$	80.0		$	79.5		$	0.5	0.6	%	$	153.2		$	159.6		$	(6.4)	(4.0)	%	Revenues	$	81.0		$	80.0		$	1.0	1.3	%	$	147.0	$	153.2		$	(6.2)	(4.0)	%
Cost of goods sold	Cost of goods sold		28.6			27.5			1.1	4.0	%		59.0			60.3			(1.3)	(2.2)	%	Cost of goods sold		30.7			28.6			2.1	7.3	%		63.3		59.0			4.3	7.3	%
Other operating expenses (1)	Other operating expenses (1)		44.4			36.4			8.0	22.0	%		91.5			76.4			15.1	19.8	%	Other operating expenses (1)		44.5			44.4			0.1	0.2	%		96.6		91.5			5.1	5.6	%

Operating income (loss)	Operating income (loss)	$	7.0		$	15.6		$	(8.6)	(55.1)	%	$	2.7		$	22.9		$	(20.2)	(88.2)	%	Operating income (loss)	$	5.8		$	7.0		$	(1.2)	(17.1)	%	$	(12.9)	$	2.7		$	(15.6)	NM
Operating margin	Operating margin		8.8	%		19.6	%						1.8	%		14.3	%					Operating margin		7.2	%		8.8	%						NM		1.8	%

(1) Other operating expenses include selling, general and administrative expenses, bad debt expenses and depreciation and amortization.

NM Not meaningful

Revenues for the quarter ended November 30, ~~2022 were~~2023 increased by $1.0 million to $81.0 million, compared to $80.0 ~~million, which were approximately consistent with revenues of $79.5~~ million in the prior fiscal year quarter. The ~~current fiscal year quarter~~segment benefited from increased revenues from ~~sponsored~~state-sponsored programs,, ~~which did not commence shipping until~~ partly offset by sales declines in supplemental instructional materials, primarily related to the ~~third quarter of~~shift in prevailing approaches to literacy instruction. The segment continues to prepare for the ~~prior~~seasonally important fourth fiscal ~~year, and higher sales of~~ ~~Grab and Go~~ ~~reading packs and products from the Scholastic Family and Community Engagement (FACE)~~TM ~~initiative. Largely offsetting this increase, the segment had lower sales as a result of the timing of the~~ ~~Rising Voices Library~~® ~~product launch in the prior period. Revenues from Magazines+ and digital subscription products remained relatively consistent with the prior fiscal year~~ quarter.

Revenues for the six months ended November 30, ~~2022~~2023 decreased by $6.2 million to ~~$153.2~~$147.0 million, compared to ~~$159.6~~$153.2 million in the prior fiscal year ~~period, resulting in a decrease of $6.4 million.~~period. The decrease in segment revenues was primarily driven by ~~lower sales~~timing of ~~instructional products and programs, primarily early childhood programs and~~revenues from summer learning product offerings as the ~~prior fiscal year period benefited from shipments, which primarily consisted of summer learning products, that shifted~~Company continues to experience a shift in sales from the ~~fourth~~first fiscal quarter ~~of fiscal 2021 due to supply chain constraints at that time. During~~into the fourth fiscal quarter, ~~of fiscal 2022, orders were shipped more timely~~coupled with ~~fewer sales shifting into~~declines in supplemental instructional materials. Partially offsetting the ~~first quarter of fiscal 2023. In addition,~~lower revenues, the segment ~~had lower revenues due to the timing of the~~ ~~Rising Voices Library~~® ~~product launch in the prior period as well as lower sales of professional books and teaching resource products. The overall decrease was partially offset by revenues~~benefited from ~~sponsored programs, which did not commence shipping until the third quarter of the prior fiscal year, and~~ increased revenues from ~~traditional classroom book collections,~~its Literacy Initiatives, such as the ~~Grab and Go~~ ~~reading packs and products from the~~ Scholastic Family and Community Engagement (FACE)TM ~~initiative. Revenues from Magazines+ and digital subscription products remained relatively consistent with the prior fiscal year period.~~

Cost of goods sold for the quarter ended November 30, 2022 was $28.6 million, or 35.8% of revenues, compared to $27.5 million, or 34.6% of revenues, in the prior fiscal year quarter. The increase in Cost of goods sold as a percentage of revenues was primarily attributable to the mix of products sold in the current quarter, which had higher product costs, including higher inbound freight costsinitiative, as a result of ~~inflationary pressures.~~continued growth in the funding for community and extended learning programs to support childhood literacy.

Cost of goods sold for the six months ended November 30, 2022 was $59.0 million, or 38.5% of revenues, compared to $60.3 million, or 37.8% of revenues, in the prior fiscal year period. The increase in Cost of goods sold as a percentage of revenues was primarily attributable to the mix of products sold in the current period which had higher product costs, including higher inbound freight costs, in addition to increased postage and outbound freight costs, as the Company continues to be impacted by inflationary pressures.


SCHOLASTIC CORPORATION Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)

Cost of goods sold for the quarter ended November 30, 2023 was $30.7 million, or 37.9% of revenues, compared to $28.6 million, or 35.8% of revenues, in the prior fiscal year quarter. Cost of goods sold for the six months ended November 30, 2023 was $63.3 million, or 43.1% of revenues, compared to $59.0 million, or 38.5% of revenues, in the prior fiscal year period. The increase in Cost of goods sold as a percentage of revenues was primarily attributable to higher costs associated with the mix of product sold during the period ended November 30, 2023, coupled with increased fulfillment costs. In addition, the segment incurred higher prepublication amortization as result of the release of Ready4ReadingTM at the end of fiscal 2023.

Other operating expenses for the quarter ended November 30, ~~2022~~2023 were ~~$44.4~~$44.5 million, compared to ~~$36.4~~$44.4 million in the prior fiscal year quarter, resulting in an increase of ~~$8.0~~$0.1 million. Other operating expenses for the six months ended November 30, ~~2022 increased to $91.5~~2023 were $96.6 million, compared to ~~$76.4~~$91.5 million in the prior fiscal year period, resulting in an increase of ~~$15.1~~$5.1 million. The increase in Other operating expenses ~~for the three and six month periods ended November 30, 2022~~ was primarily ~~related~~attributable to higher labor and outside service costs as a result of increased ~~marketing costs associated with sponsored programs~~, ~~as well as higher employee-related costs associated with the continued investment in the~~ ~~Education Solutions~~ ~~segment which included additional workforce from the Learning Ovations acquisition. The Company continues to make strategic~~spending on investments in ~~the~~ long-term ~~go-to-market capabilities of this segment.~~growth opportunities, partially offset by lower spending on promotional materials.

Segment operating income for the quarter ended November 30, ~~2022~~2023 was ~~$7.0~~$5.8 million, compared to ~~income of $15.6~~$7.0 million in the prior fiscal year quarter. The ~~$8.6~~$1.2 million decrease in operating income was primarily driven by ~~the Company's continued strategic~~unfavorable cost of product due to product mix and higher prepublication amortization, coupled with increased spending on investments in the segment, which included the additional employee-related costs associated with the development team which joined the Company through the Learning Ovations acquisition, coupled with the continued impact of inflationary pressures on product costs and freight.growth opportunities.

Segment operating ~~income~~loss for the six months ended November 30, ~~2022~~2023 was ~~$2.7~~$12.9 million, compared to ~~$22.9~~operating income of $2.7 million in the prior fiscal year period. The ~~$20.2~~$15.6 million decrease in operating income was primarily driven by ~~the decrease~~lower revenues, coupled with unfavorable cost of product due to product mix and higher prepublication amortization and increased spending on investments in ~~segment revenues, primarily attributable~~growth opportunities. Higher operating cost levels are expected to ~~lower sales of early childhood programs, summer learning product offerings and cultural awareness products, which was due in part to the shift of revenues~~continue in the ~~prior~~second half of fiscal ~~year period, coupled with~~2024 as the ~~Company's continued strategic investments~~Company continues to invest in ~~the segment and the continued impact of inflationary pressure on product costs and freight.~~growth initiatives.

International


		Three months ended November 30,										Six months ended November 30,											Three months ended November 30,										Six months ended November 30,
								$		%								$		%									$		%							$		%
($ amounts in millions)	($ amounts in millions)	2022			2021			Change		Change		2022			2021			Change		Change		($ amounts in millions)	2023			2022			Change		Change		2023		2022			Change		Change
Revenues	Revenues	$	89.6		$	92.2		$	(2.6)	(2.8)	%	$	154.6		$	156.1		$	(1.5)	(1.0)	%	Revenues	$	86.5		$	89.6		$	(3.1)	(3.5)	%	$	143.7	$	154.6		$	(10.9)	(7.1)	%
Cost of goods sold	Cost of goods sold		53.8			51.0			2.8	5.5	%		93.3			87.1			6.2	7.1	%	Cost of goods sold		48.9			53.8			(4.9)	(9.1)	%		84.8		93.3			(8.5)	(9.1)	%
Other operating expenses (1)	Other operating expenses (1)		29.1			32.5			(3.4)	(10.5)	%		58.1			62.0			(3.9)	(6.3)	%	Other operating expenses (1)		29.6			29.1			0.5	1.7	%		59.1		58.1			1.0	1.7	%

Operating income (loss)	Operating income (loss)	$	6.7		$	8.7		$	(2.0)	(23.0)	%	$	3.2		$	7.0		$	(3.8)	(54.3)	%	Operating income (loss)	$	8.0		$	6.7		$	1.3	19.4	%	$	(0.2)	$	3.2		$	(3.4)	(106.3)	%
Operating margin	Operating margin		7.5	%		9.4	%						2.1	%		4.5	%					Operating margin		9.2	%		7.5	%						NM		2.1	%

(1) Other operating expenses include selling, general and administrative expenses, bad debt expenses, severance and depreciation and amortization.

NM Not meaningful

Revenues for the quarter ended November 30, ~~2022~~2023 decreased by $3.1 million to ~~$89.6~~$86.5 million, compared to ~~$92.2~~$89.6 million in the prior fiscal year quarter. Local currency revenues across the Company's foreign operations ~~increased~~decreased by ~~$7.5~~$3.8 million, ~~offset by an unfavorable~~excluding favorable foreign exchange impact of ~~$10.1~~$0.7 million. ~~The increase in segment revenues was primarily driven by increased revenues in Australia, New Zealand and the UK.~~ In Australia and New Zealand, local currency revenues ~~increased $5.5~~decreased $3.8 million, primarily driven by ~~higher~~lower sales in the trade ~~and book fairs channels, with~~channel due to the continued ~~success of~~softness in the ~~Company's best-selling series including~~ ~~Pig~~retail market, coupled with lower sales from the ~~Pug~~, ~~Bad Guys~~ ~~and~~ ~~Wonky Donkey. In the UK, local~~book clubs channel. Local currency revenues ~~increased $3.2~~in Asia decreased $0.5 million ~~driven~~primarily due to lower sales from the trade and education channels in Asia, partially offset by increased ~~sales~~revenues from the education channel in the ~~book fairs channel as well as higher trade channel sales of best-selling titles including the current quarter release of~~ ~~The Baddies~~ ~~by Julia Donaldson.~~Philippines. Export channel sales also ~~increased~~decreased $0.9 million as compared to the prior fiscal year quarter. ~~The increase in segment~~Partially offsetting the revenue decline, UK local currency revenues ~~was~~increased $1.4 million, primarily driven by higher revenues from the trade and book fairs channels, partially offset by lower sales from the book clubs channel. In Canada, local currency revenues ~~in Canada of $1.1 million due to lower book clubs sales, coupled~~were consistent with ~~lower trade channel sales~~the prior year as ~~a result of an industry wide decline in retail sales, which more than offset the revenue increase~~higher volumes in the book fairs ~~channel. In addition, local currency~~channel were offset by lower revenues ~~in Asia decreased $1.0 million primarily attributable to~~from the ~~disposition of the direct sales business.~~book clubs channel.

Revenues for the six months ended November 30, ~~2022~~2023 decreased by $10.9 million to ~~$154.6~~$143.7 million, compared to ~~$156.1~~$154.6 million in the prior fiscal year period. Local currency revenues across the Company's ongoing foreign operations ~~increased~~decreased by ~~$13.2~~$8.5 million, ~~more than offset by~~excluding $1.7 million in lower revenues from the disposition of the direct sales business in Asia and unfavorable foreign exchange impact of ~~$14.7~~$0.7 million. ~~The increase in segment revenues was primarily driven by increased revenues in the Company's Major Markets.~~ In Australia and New Zealand, local currency revenues ~~increased $11.6~~decreased $5.7 million, ~~as a result of increased~~primarily driven by lower sales in the trade ~~and book fairs channels as~~channel due to the additional lockdowns imposed by the COVID variant negatively impacted the prior year period. In the UK, local currency revenues increased $3.1 million driven by increased sales in the book fairs channel as well as higher sales of best-selling titles in the trade channel including ~~Heartstoppers~~TM~~by Alice Oseman and~~ ~~The~~


SCHOLASTIC CORPORATION Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)

~~Baddies~~ ~~by Julia Donaldson.~~continued softness in the retail market, coupled with lower sales from the book clubs channel. In Canada, local currency revenues ~~increased $2.9~~decreased $2.7 million ~~driven by higher~~primarily due to lower trade channel sales reflecting the softness in the retail book market and lower revenues from the book ~~fairs~~clubs channel, partially offset by ~~lower sales~~higher revenue per fair in the book ~~clubs~~fairs channel. Local currency revenues in Asia decreased $1.0 million primarily due to lower sales from the trade and education channels in Asia, partially offset by increased revenues from the education channel ~~as well as lower trade~~in the Philippines. Export channel sales ~~as a result of an industry wide decline in the retail market. In addition, export channel sales increased $0.5~~also decreased $0.7 million as compared to the prior fiscal year period. ~~The increase~~Partially offsetting the revenue decline, local currency revenues in ~~segment~~the UK increased $1.6 million, primarily driven by higher revenues ~~was~~from the trade and book fairs channels, partially offset by lower ~~local currency revenues in Asia of $4.9 million primarily attributable to~~sales from the ~~disposition of the direct sales business.~~book clubs channel.

Cost of goods sold for the quarter ended November 30, ~~2022~~2023 was $48.9 million, or 56.5% of revenues, compared to $53.8 million, or 60.0% ~~of revenues, compared to $51.0 million, or 55.3%~~ of revenues, in the prior fiscal year quarter. The increase in Cost of goods sold as a percentage of revenue was driven by an overall increase in product costs as a result of higher inbound freight costs due to inflationary pressures as well as increased fulfillment costs due to increased labor costs, primarily in Canada.

Cost of goods sold for the six months ended November 30, ~~2022~~2023 was $84.8 million, or 59.0% of revenues, compared to $93.3 million, or 60.3% of revenues, ~~compared to $87.1 million, or 55.8% of revenue,~~ in the prior fiscal year period. The ~~increase~~decrease in Cost of goods sold as a percentage of revenues was ~~driven by an overall increase in~~primarily attributable to favorable product costs ~~as a result of higher~~due to lower print and inbound freight costs ~~and higher~~as well as lower outbound ~~postage and~~ freight ~~costs, both due to inflationary pressures. In addition, fulfillment costs increased due to higher labor costs,~~charges, primarily in ~~Canada.~~Canada and Australia.

Other operating expenses for the quarter ended November 30, ~~2022~~2023 were ~~$29.1~~$29.6 million, compared to ~~$32.5~~$29.1 million in the prior fiscal year quarter. Other operating expenses ~~decreased $3.4~~increased $0.5 million primarily driven by ~~higher~~lower equity investment income in the quarter ended November 30, ~~2022, partially offset by lower severance expense related to restructuring programs.~~2023.

Other operating expenses for the six months ended November 30, ~~2022~~2023 were ~~$58.1~~$59.1 million, compared to ~~$62.0~~$58.1 million in the prior fiscal year period. Other operating expenses ~~decreased $3.9~~increased $1.0 million ~~impacted by a favorable foreign exchange of $5.0 million, resulting in a local currency increase of $1.1 million. This increase was~~ primarily driven by ~~increased employee-related expenses~~lower equity investment income, coupled with severance expense from restructuring programs within the book clubs channel in Canada of $1.2 million in the period ended November 30, 2023. This was partially offset by lower overhead spending in Asia as a result of the ~~discontinuation~~disposition of ~~government subsidies related to COVID-related governmental retention programs, partially offset by lower severance expense related to restructuring programs.~~the direct sales business.

Segment operating income for the quarter ended November 30, ~~2022~~2023 was ~~$6.7~~$8.0 million, compared to ~~$8.7~~$6.7 million in the prior fiscal year quarter. ~~Total local currency~~The $1.3 million increase in operating ~~results across the Company's foreign operations decreased $1.4 million for the quarter ended November 30, 2022,~~income was primarily driven by ~~higher Cost of goods sold due to the impact of inflationary pressures on product and fulfillment costs as well as overall unfavorable economic conditions~~operating efficiencies in Canada ~~and~~which benefited from the ~~UK. This was partially offset by improved operating margin in Asia as the Company has exited the direct-to-consumer business in Asia, which generated losses in the prior period.~~reorganization of its book clubs operations.

Segment operating ~~income~~loss for the six months ended November 30, ~~2022~~2023 was ~~$3.2~~$0.2 million, compared to ~~$7.0~~operating income of $3.2 million in the prior fiscal year period. ~~Total local currency~~The $3.4 million decrease in operating ~~results across the Company's foreign operations decreased $3.2 million for the six months ended November 30, 2022. The decrease~~income was primarily driven by ~~higher Cost of goods sold due to the impact of inflationary pressures on product, freight and fulfillment costs as well as overall unfavorable economic conditions~~lower trade channel revenues in Canada and Australia reflecting the ~~UK. This was partially offset by improved operating margin in Asia as the Company has exited the direct-to-consumer business in Asia, which generated losses~~continued softness in the ~~prior period.~~retail market, coupled with higher severance expense from restructuring programs in Canada which are expected to continue to drive greater operating efficiencies across North American operations.

Overhead

Unallocated overhead expense for the quarter ended November 30, ~~2022 of~~2023 decreased by $3.5 million to $23.3 million, from $26.8 ~~million was comparable to $26.1~~ million in the prior year quarter. The decrease was primarily attributable to timing of discretionary spending, coupled with higher rental income of $0.7 million as a result of a new tenant leasing space in the Company's headquarters.

Unallocated overhead expense for the six months ended November 30, ~~2022~~2023 increased by ~~$5.0~~$7.0 million to ~~$47.0~~$54.0 million, from ~~$42.0~~$47.0 million in the prior ~~fiscal~~ year period. The increase was primarily attributable to ~~$6.6~~higher employee-related costs, which included severance expense from restructuring programs of $5.1 million ~~of insurance recoveries received and recognized~~ in the ~~period ended November 30, 2021~~first fiscal quarter related to the ~~intellectual property legal settlement accrued~~reorganization efforts and cost-saving initiatives in ~~fiscal 2021,~~the school reading events division and Education Solutions as well as higher medical expense. This was partially offset by ~~lower severance expense from~~higher rental income of $1.7 million as a result of a new tenant leasing space in the Company's ~~restructuring programs~~headquarters and timing of ~~$2.6 million.~~

discretionary spending.


SCHOLASTIC CORPORATION Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)

Seasonality


SCHOLASTIC CORPORATION Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)

revenues are generally higher in the fourth quarter. Trade sales can vary throughout the year due to varying release dates of published titles.

Liquidity and Capital Resources

Cash provided by operating activities was ~~$21.3~~$71.6 million for the six months ended November 30, ~~2022,~~2023, compared to cash provided by operating activities of ~~$141.6~~$21.3 million for the prior fiscal year period, representing ~~a decrease~~an increase in cash provided by operating activities of ~~$120.3~~$50.3 million. The ~~decrease~~increase in cash provided was primarily driven by ~~increased~~approximately $80 million in lower inventory purchases ~~of approximately $140.0 million to mitigate long~~as lead times ~~related~~have returned to ~~continuing global supply chain challenges~~pre-pandemic levels resulting in a return to historical purchasing patterns, which also reflected lower freight and ~~to meet expected demand. The decrease in cash provided was also impacted by the $63.1 million federal income tax refund in the prior period which~~manufacturing costs. This was partially offset by ~~higher~~lower customer remittances on receivable balances, increased spending on growth initiatives in Education Solutions andhigher planned spending related to facilities and labor ahead of expected growth in the ~~current~~book fairs channel, as well as higher severance paid in the period ~~of approximately $110.0 million.~~ended November 30, 2023.

Cash used in investing activities was ~~$45.8~~$49.1 million for the six months ended November 30, ~~2022,~~2023, compared to ~~$17.2~~cash used in investing activities of $45.8 million in the prior fiscal year period, representing an increase in cash used in investing activities of ~~$28.6~~$3.3 million. The increase in cash used was driven by ~~payments related to the Learning Ovations acquisition of $10.7 million,~~ higher capital expenditures of ~~$5.3~~$5.0 million, primarily for new point-of-sale equipment ~~to meet the expected demand in~~and trailers for the book fairs channel, ~~and~~as well as increased prepublication spending of ~~$2.3~~$0.7 million associated with product development in Education Solutions. ~~In addition,~~This was partially offset by lower acquisition‑related payments in which the Company acquired the remaining shares of Make Believe Ideas Limited for $2.1 million and certain amortizable intangible assets related to educational programs for $5.8 million during the period ended November 30, 2023, compared to the acquisition of Learning Ovations for $10.7 million in the prior ~~period included the net proceeds from the sale of the Lake Mary facility of $10.4 million which occurred in the second quarter of fiscal 2022.~~year period.

Cash used in financing activities was ~~$29.0~~$97.8 million for the six months ended November 30, ~~2022,~~2023, compared to cash used inby financing activities of ~~$187.9~~$29.0 million for the prior fiscal year period, representing ~~a decrease~~an increase in cash used in financing activities of ~~$158.9~~$68.8 million. The ~~decrease~~increase in cash used was ~~primarily related~~attributable to ~~repayments~~common stock repurchases of ~~borrowings under the U.S. credit agreement~~$90.2 million, compared to repurchases of ~~$175.0~~$29.7 million ~~during~~in the prior fiscal year period, ~~coupled with an increase~~a decrease in net proceeds from stock option exercises of ~~$12.3~~$9.2 million in the period ended November 30, ~~2022. Partially offsetting this decrease, the Company reacquired $29.7 million~~2023 and higher dividend payments of ~~common stock, which included shares repurchased through a modified Dutch auction tender offer, compared to $4.2 million in the prior fiscal year period.~~$0.8 million.

Cash Position

The Company’s cash and cash equivalents totaled $149.5 million at November 30, 2023, $224.5 million at May 31, 2023 and $261.1 million at November 30, ~~2022, $316.6 million at May 31, 2022 and $300.7 million at November 30, 2021.~~2022. Cash and cash equivalents held by the Company’s U.S. operations totaled $115.1 million at November 30, 2023, $174.6 million at May 31, 2023 and $228.7 million at November 30, ~~2022, $275.5 million at May 31, 2022 and $268.7 million at November 30, 2021.~~2022. Due to the seasonal nature of its business as discussed under “Seasonality”, the Company usually experiences negative cash flows in the June through September time period.

The Company’s operating philosophy is to use cash provided by operating activities to create value by paying down debt, reinvesting in existing businesses and, from time to time, making acquisitions that will complement its portfolio of businesses or acquiring other strategic assets, as well as engaging in shareholder enhancement initiatives, such as share repurchases or dividend declarations. Under the Company's open-market buy-back program, ~~$26.2~~$33.8 million remained available for future purchases of common shares as of November 30, ~~2022.~~2023. Subsequent to November 30, ~~2022,~~2023, the Board authorized an increase of ~~$48.8~~$66.2 million for ~~Common share~~common stock repurchases, resulting in a current Board authorization of ~~$75.0~~$100.0 million, which includes the remaining amount from the previous Board authorization. ~~During the six months ended November 30, 2022, the Company repurchased $31.1 million of its common stock, which included shares repurchased through a modified Dutch auction tender offer.~~


SCHOLASTIC CORPORATION Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)

The Company has maintained, and expects to maintain for the foreseeable future, sufficient liquidity to fund ongoing operations, including working capital requirements, pension contributions, postretirement benefits, debt service, planned capital expenditures and other investments, as well as dividends and share repurchases. As of November 30, ~~2022,~~2023, the Company’s primary sources of liquidity consisted of cash and cash equivalents of ~~$261.1~~$149.5 million, cash from operations and the Company's U.S. credit agreement. The Company expects the U.S. credit agreement to provide it with an appropriate level of flexibility to strategically manage its business operations. The Company's U.S. credit agreement, less commitments of $0.4 million, has $299.6 million of availability. Additionally, the Company has short-term credit facilities of ~~$40.5~~$40.9 million, less current borrowings of ~~$4.8~~$6.3 million and commitments of ~~$3.7~~$3.4 million, resulting in ~~$32.0~~$31.2 million of current availability under these


SCHOLASTIC CORPORATION Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)

facilities at November 30, ~~2022.~~2023. Accordingly, the Company believes these sources of liquidity are sufficient to finance its currently anticipated ongoing operating needs, as well as its financing and investing activities.

Financing

The Company is party to the U.S. credit agreement and certain credit lines with various banks as described in Note 54 of Notes to Condensed Consolidated Financial Statements - unaudited in Item 1, “Financial Statements." The Company had no outstanding borrowings under the U.S. credit agreement as of November 30, ~~2022.~~2023.

The Company is party to loan agreements, notes or other documents or instruments which reference the London Interbank Offered Rate, or LIBOR, as the benchmark interest rate index used to set the borrowing rate on certain short-term and variable-rate loans or advances. The ICE Benchmark Administration (IBA) ceased the publication of 1-week and 2-month USD LIBORs effective December 31, 2021 and will cease overnight, 1-month, 3-month, 6-month and 12-month LIBORs effective June 30, 2023. The Company is working with its financial institutions to replace USD LIBOR with alternative reference rates in financial contracts as they mature, or as the Company requires.

The markets have provided several replacements for USD LIBOR, including the Bloomberg Short-Term Bank Yield Index (BSBY) and the ARRC’s Secured Overnight Financing Rate (SOFR), either of which will be made available to the Company by its agent banks as a substitute for USD LIBOR. The Company does not believe that the change in reference rates will have any material effect on its ability to access the credit markets under its existing financing agreements, or its ability to modify or amend financial contracts, if required.


SCHOLASTIC CORPORATION Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)

New Accounting Pronouncements

Reference is made to Note 1 of Notes to Financial Statements - unaudited in Item 1, “Financial Statements,” for information concerning recent accounting pronouncements since the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, ~~2022.~~2023.


SCHOLASTIC CORPORATION Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)

~~Forward Looking~~Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements. Additional written and oral forward-looking statements may be made by the Company from time to time in Securities and Exchange Commission ("SEC") filings and otherwise. The Company cautions readers that results or expectations expressed by forward-looking statements, including, without limitation, those relating to the Company’s future business prospects and strategic plans, ecommerce and digital initiatives, new product introductions, strategies, new education standards, goals, revenues, improved efficiencies, general operating costs, including transportation and labor costs and the extent such costs are impacted by inflationary pressures, manufacturing costs, medical costs, potential cost savings, merit pay, operating margins, working capital, liquidity, capital needs, the cost and timing of capital projects, interest costs, cash flows and income, are subject to risks and uncertainties, which may have an impact on the Company's operations and could cause actual results to differ materially from those indicated in the forward-looking statements, due to factors including those noted in the Annual Report and this Quarterly Report and other risks and factors identified from time to time in the Company’s filings with the SEC. The Company disclaims any intention or obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise.

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SCHOLASTIC CORPORATION Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company conducts its business in various foreign countries, and as such, its cash flows and earnings are subject to fluctuations from changes in foreign currency exchange rates. The Company sells products from its domestic operations to its foreign subsidiaries, creating additional currency risk. The Company manages its exposures to this market risk through internally established procedures and, when deemed appropriate, through the use of short-term forward exchange contracts, which were not significant as of November 30, ~~2022.~~2023. The Company does not enter into derivative transactions or use other financial instruments for trading or speculative purposes.

Market risks relating to the Company’s operations result primarily from changes in interest rates in its variable-rate borrowings. The Company is subject to the risk that market interest rates and its cost of borrowing will increase and thereby increase the interest charged under its variable-rate debt.

Additional information relating to the Company’s outstanding financial instruments is included in Note 54 of Notes to Condensed Consolidated Financial Statements - unaudited in Item 1, “Financial Statements.”

The following table sets forth information about the Company’s debt instruments as of November 30, ~~2022:~~2023:


($ amounts in millions)	($ amounts in millions)	Fiscal Year Maturity																	($ amounts in millions)	Fiscal Year Maturity
		2023(1)			2024		2025		2026		2027		Thereafter		Total		Fair Value at 11/30/2022			2024 (1)			2025		2026		2027		2028		Thereafter		Total		Fair Value at 11/30/2023
Debt Obligations	Debt Obligations																		Debt Obligations
Lines of credit and current portion of long-term debt	Lines of credit and current portion of long-term debt	$	4.8		$	—	$	—	$	—	$	—	$	—	$	4.8	$	4.8	Lines of credit and current portion of long-term debt	$	6.3		$	—	$	—	$	—	$	—	$	—	$	6.3	$	6.3
Average interest rate	Average interest rate	5.4		%	—		—		—		—		—						Average interest rate	3.9		%	—		—		—		—		—

(1) Fiscal ~~2023~~2024 includes the remaining six months of the current fiscal year ending May 31, ~~2023.~~2024.

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SCHOLASTIC CORPORATION Item 4. Controls and Procedures

The Chief Executive Officer and the Chief Financial Officer of the Corporation, after conducting an evaluation, together with other members of the Company’s management, of the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures as of November 30, ~~2022,~~2023, have concluded that the Corporation’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Corporation in its reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC and accumulated and communicated to members of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. There was no change in the Corporation’s internal control over financial reporting that occurred during the quarter ended November 30, ~~2022~~2023 that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

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PART II – OTHER INFORMATION

SCHOLASTIC CORPORATION

Item 1A. Risk Factors

In Item 1A (Risk Factors) in Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2023, the Company described material risk factors which could affect its business. Except as set forth below, as of the date of this Quarterly Report on Form 10-Q there have been no material changes to the risk factors described in the Company’s Annual Report for the fiscal year ended May 31, 2023. Any of the risks identified in such Annual Report, in this Quarterly Report on Form 10-Q or in other reports the Company files with the SEC, and other risks the Company has not anticipated or discussed, could have a material adverse impact on the Company’s business, financial condition or results of operations.

If we fail to adapt to new purchasing patterns or trends, our business and financial results could be adversely affected.

The Company’s business is affected significantly by changes in customer purchasing patterns or trends in, as well as the underlying strength of, the trade, educational and media markets for children. In particular, the Company’s educational publishing business may be adversely affected by budgetary restraints and other changes in educational funding as a result of new policies which could be implemented at the federal level or otherwise resulting from new legislation or regulatory action at the federal, state or local level, or by changes in the procurement process, to which the Company may be unable to adapt successfully. In addition, there are many competing demands for educational funds, and there can be no guarantee that the Company will be successful in continuing to obtain sales of its educational programs and materials from any available funding. Further, changes in educational practices affecting structure or content of educational materials or requiring adaption to new learning approaches, particularly in grades pre-K through 6, as well as those which may arise from new legislation or policies at the state or local level directed at content or teaching practices and materials, to which the Company is unable to successfully adapt could result in a loss of business adversely affecting the Company's business and financial performance. In particular, largely as a result of state curricular changes which have adversely impacted sales to schools of certain of the Company’s supplemental literacy instructional materials, including book collections, the Company is in the process of adapting current and creating new literacy materials to better align with evidence- and science-based approaches to literacy instruction which may not be successful in mitigating the current decrease in sales of such materials. In addition, in a highly politicized environment, the content or authors of some of the product being sold by the Company could become controversial, negatively impacting sales made to or through schools, through partnerships with government agencies or through sponsorships and funding programs. In particular, recently enacted or pending state legislation restricting certain content in schools may impact the Company’s ability to host fairs in certain states or result in cancelled fairs as the Company and school volunteers proceed to navigate the complex and difficult social, political and legal environment arising from such legislation, which actions may create negative publicity affecting the Company’s reputation, consequently adversely affecting the Company’s financial results in the short-term. Within the children's book publishing business, the Company's financial performance could also be adversely affected by the ability of the U.S. book clubs channel to complete its strategic integration with the U.S. book fairs channel. The Company has taken a holistic approach to serving its customers as part of the newly formed school reading events division and the Company's ability to execute on new strategies and operational improvements may not align with customer purchasing behaviors, which could negatively impact operating results.

SCHOLASTIC CORPORATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information with respect to repurchases of shares of Common Stock by the Corporation during the three months ended November 30, ~~2022:~~2023:

Issuer Purchases of Equity Securities

(Dollars in millions, except per share amounts)
Period Total number of
shares purchased Average
price paid
per share Total number of shares
purchased as part of publicly
announced plans or
programs
Maximum number of shares (or
approximate dollar value) that may yet be purchased under the plans or programs (i)
September 1 through September 30, 2022 39,851 35.74 39,851 $27.4
October 1 through October 31, 2022 40,563 30.97 40,563 26.2
November 1 through November 30, 2022 (ii)
533,793 40.00 533,793 26.2
Total 614,207 614,207 $26.2


Period	Total number of shares purchased	Average price paid per share	Total number of shares purchased as part of publicly announced plans or programs	Maximum number of shares (or approximate dollar value) that may yet be purchased under the plans or programs (i)
September 1 through September 30, 2023	152,850	$39.23	152,850	$79.7
October 1 through October 31, 2023	704,958	37.41	704,958	53.3
November 1 through November 30, 2023	497,469	39.07	497,469	33.8
Total	1,355,277		1,355,277	$33.8

(i) Represents the amount remaining at November 30, ~~2022~~2023 under the ~~$50.0~~current $100.0 Board authorization for Common share repurchases announced on ~~March 18, 2020,~~July 19, 2023, which is available for further repurchases, from time to time as conditions allow, on the open market or through privately negotiated transactions. See Note 1312 of Notes to Condensed Consolidated Financial Statements - unaudited in Item 1, “Financial Statements,” for a description of the Company’s share buy-back program and share repurchase authorizations. Subsequent to November 30, ~~2022,~~2023, the Board authorized an ~~additional $48.8,~~increase of $66.2 for common stock repurchases, resulting in a current Board authorization of ~~$75.0, for Common share repurchases,~~$100.0, which includes the remaining ~~$26.2~~amount from the previous Board authorization.

(ii) Represents shares purchased through a modified Dutch auction tender offer. See Note 13 of Notes to Condensed Consolidated Financial Statements - unaudited in Item 1, “Financial Statements,” for further details.

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SCHOLASTIC CORPORATION

Item 6. Exhibits

Exhibits:


10.1*			Performance Stock Unit Agreement between Scholastic Corporation and Peter Warwick, dated July 18, 2023.

10.2*			Form of Restricted Stock Unit Agreement under the Scholastic Corporation 2017 Outside Directors Stock Incentive Plan as amended and restated.

31.1			Certification of the Chief Executive Officer of Scholastic Corporation filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2			Certification of the Chief Financial Officer of Scholastic Corporation filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32			Certifications of the Chief Executive Officer and Chief Financial Officer of Scholastic Corporation furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101			Financial Statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended November 30, ~~2022~~2023 formatted in Inline Extensible Business Reporting Language: (i) Condensed Consolidated Statements of Operations; (ii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) Condensed Consolidated Balance Sheets; (iv) Condensed Consolidated Statements of Changes in Stockholders' Equity; (v) Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements.

104			Cover Page, formatted in Inline Extensible Business Reporting Language and contained in Exhibit 101.

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SCHOLASTIC CORPORATION

QUARTERLY REPORT ON FORM 10-Q, DATED November 30, ~~2022~~2023

Exhibits Index


Exhibit Number			Description of Document

10.1*			Performance Stock Unit Agreement between Scholastic Corporation and Peter Warwick, dated July 18, 2023.

10.2*			Form of Restricted Stock Unit Agreement under the Scholastic Corporation 2017 Outside Directors Stock Incentive Plan as amended and restated.

31.1			Certification of the Chief Executive Officer of Scholastic Corporation filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2			Certification of the Chief Financial Officer of Scholastic Corporation filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32			Certifications of the Chief Executive Officer and Chief Financial Officer of Scholastic Corporation furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101			Financial Statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended November 30, ~~2022~~2023 formatted in Inline Extensible Business Reporting Language: (i) Condensed Consolidated Statements of Operations; (ii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) Condensed Consolidated Balance Sheets; (iv) Condensed Consolidated Statements of Changes in Stockholders' Equity; (v) Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements.

104			Cover Page, formatted in Inline Extensible Business Reporting Language and contained in Exhibit 101.

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SCHOLASTIC CORPORATION

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		SCHOLASTIC CORPORATION
		(Registrant)

Date: December ~~16, 2022~~15, 2023	By:	/s/ Peter Warwick


		Peter Warwick
		President and Chief Executive Officer (Principal Executive Officer)

Date: December ~~16, 2022~~15, 2023	By:	/s/ Kenneth J. Cleary


		Kenneth J. Cleary
		Chief Financial Officer (Principal Financial Officer)

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