Scholastic Corporation (SCHL)

Scholastic Corporation Announces Final Results of Modified Dutch Auction Tender OfferApril 23, 2026 7:00 AM
PR Newswire (US)

NEW YORK, April 23, 2026 /PRNewswire/ -- Scholastic Corporation (the "Company" or "Scholastic") (Nasdaq: SCHL), the global children's publishing, education and media company, today announced the final results of its "modified Dutch Auction" tender offer for shares of its common stock, which expired at 5:00 p.m., New York City time, on April 20, 2026.







Based on the final count by Computershare Trust Company, N.A., the depositary for the tender offer, a total of 2,834,018 shares of Scholastic's common stock, par value $0.01 per share (each share of Scholastic's common stock, a "Share," and collectively, "Shares"), were properly tendered and not properly withdrawn at or below the purchase price of $40.00 per Share, including 989,343 Shares that were tendered by notice of guaranteed delivery.Scholastic has accepted for purchase a total of 2,834,018 Shares through the tender offer at a price of $40.00 per Share, for an aggregate cost of $113,360,720.00, excluding fees and expenses relating to the tender offer.  The total of 2,834,018 Shares that Scholastic has accepted for purchase represents approximately 13.7% of the total number of Shares outstanding as of April 19,  2026.J.P. Morgan Securities LLC served as the dealer manager for the tender offer. Georgeson LLC served as the information agent. Holders of common stock who have questions or need information about the tender offer may call Georgeson LLC at (866) 539-9980 (toll free). Banks and brokers may call Georgeson at (866) 539-9980 or J.P. Morgan Securities LLC at (877) 371-5947 (toll free).About Scholastic For more than 100 years, Scholastic Corporation (Nasdaq: SCHL) has been meeting children where they are – at school, at home and in their communities – by creating quality content and experiences, all beginning with literacy. Scholastic delivers stories, characters, and learning moments that empower all kids to become lifelong readers and learners through bestselling children's books, literacy- and knowledge-building resources for schools including classroom magazines, and award-winning, entertaining children's media. As the world's largest publisher and distributor of children's books through school-based book clubs and book fairs, classroom libraries, school and public libraries, retail, and online, and with a global reach into more than 135 countries, Scholastic encourages the personal and intellectual growth of all children, while nurturing a lifelong relationship with reading, themselves, and the world around them. Learn more at www.scholastic.com.Forward-Looking Statements This news release contains certain forward-looking statements. Such forward-looking statements are subject to various risks and uncertainties, including the conditions of the children's book and educational materials markets generally and acceptance of the Company's products within those markets, and other risks and factors identified from time to time in the Company's filings with the Securities and Exchange Commission. Actual results could differ materially from those currently anticipated.SCHL: Financial 



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Original: Scholastic Corporation Announces Final Results of Modified Dutch Auction Tender Offer

Scholastic Corporation Announces Preliminary Results of Modified Dutch Auction Tender OfferApril 21, 2026 7:00 AM
PR Newswire (US)

Company expects to purchase 2,852,735 shares of common stock at $40.00 per share NEW YORK, April 21, 2026 /PRNewswire/ -- Scholastic Corporation (the "Company" or "Scholastic") (Nasdaq: SCHL), the global children's publishing, education and media company, announced today the preliminary results of its "modified Dutch auction" tender offer, which expired at 5:00 p.m., New York City time, on April 20, 2026.







Based on the preliminary count by Computershare Trust Company, N.A., the depositary for the tender offer (the "Depositary"), a total of 2,852,735 shares of Scholastic's common stock, par value $0.01 per share (each share of Scholastic's common stock, a "Share," and collectively, "Shares"), were properly tendered and not properly withdrawn at or below the purchase price of $40.00 per Share, including 1,008,060 shares that were tendered by notice of guaranteed delivery. Based on these preliminary results, Scholastic expects to purchase a total of 2,852,735 Shares, at a price of $40.00 per Share for a total cost of approximately $114,109,400 excluding fees and expenses relating to the tender offer.The number of Shares expected to be purchased by the Company and the total purchase price are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the Depositary and is based on the assumption that all Shares tendered through notice of guaranteed delivery will be delivered within the two-trading day settlement period. The final number of Shares to be purchased by the Company and the final total purchase price will be announced following the expiration of the guaranteed delivery period and completion by the Depositary of the confirmation process. Payment for the Shares accepted for purchase under the tender offer will occur promptly thereafter. The actual number of shares to be purchased will be announced following the completion of the confirmation process. Scholastic will fund the purchase of the shares in the tender offer using cash which will include drawings on its existing credit facility.Scholastic expects to have approximately 17,896,740 Shares outstanding as of the time immediately following payment for the accepted shares. Scholastic expects that the number of outstanding Shares will have been reduced by approximately 13.7% as a result of the purchases in the tender offer.J.P. Morgan Securities LLC served as the dealer manager for the tender offer. Georgeson LLC served as the information agent. Holders of common stock who have questions or need information about the tender offer may call Georgeson LLC at (866) 539-9980 (toll free). Banks and brokers may call Georgeson at (866) 539-9980 or J.P. Morgan Securities LLC at (877) 371-5947 (toll free).About Scholastic For more than 100 years, Scholastic Corporation (Nasdaq: SCHL) has been meeting children where they are – at school, at home and in their communities – by creating quality content and experiences, all beginning with literacy. Scholastic delivers stories, characters, and learning moments that empower all kids to become lifelong readers and learners through bestselling children's books, literacy- and knowledge-building resources for schools including classroom magazines, and award-winning, entertaining children's media. As the world's largest publisher and distributor of children's books through school-based book clubs and book fairs, classroom libraries, school and public libraries, retail, and online, and with a global reach into more than 135 countries, Scholastic encourages the personal and intellectual growth of all children, while nurturing a lifelong relationship with reading, themselves, and the world around them. Learn more at www.scholastic.com.Forward-Looking Statements This news release contains certain forward-looking statements. Such forward-looking statements are subject to various risks and uncertainties, including the conditions of the children's book and educational materials markets generally and acceptance of the Company's products within those markets, and other risks and factors identified from time to time in the Company's filings with the Securities and Exchange Commission. Actual results could differ materially from those currently anticipated.SCHL: Financial



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Original: Scholastic Corporation Announces Preliminary Results of Modified Dutch Auction Tender Offer

100 Little Free Libraries Launch Nationwide featuring Dog Man Creator Dav Pilkey's Beloved Characters to Bring Books to Kids in Book DesertsApril 7, 2026 10:24 AM
PR Newswire (US)

ST. PAUL, Minn. and NEW YORK, April 7, 2026 /PRNewswire/ -- Little Free Library nonprofit organization whose mission is to expand book access is teaming up with Dog Man and Captain Underpants creator Dav Pilkey and Scholastic to spark book joy and expand access to reading across the United States. The 100 custom-designed Little Free Libraries featuring Dav Pilkey's beloved characters will be installed in schools, public libraries, and communities in book deserts, bringing books directly to children and families who need them most. The initiative, which launches today on the much-anticipated April 7th publication of Pilkey's Captain Underpants: The First Epic Manga and to celebrate National School Library Month, is an expansion of the successful "Power Up with Reading" collaboration which brought Little Free Libraries to all 50 states. The April rollout of these 100 Little Free Libraries will continue through July in time for summer reading.







Designed with Pilkey's signature bold, playful illustrations and painted in a striking red, the Little Free Libraries will serve as instantly recognizable beacons of fun and literacy. Funded by Dav Pilkey, this impactful initiative will deliver not only eye-catching book-sharing boxes but also thousands of books to communities where access to reading materials is limited. Each library will be stocked with a curated collection of kid-friendly titles, including copies of the new Captain Underpants: The First Epic Manga, written and adapted by Pilkey and illustrated by Japanese manga artist Motojiro, ensuring every location offers an engaging reading experience for children."Every child deserves access to books," said Dav Pilkey. "With this initiative, we hope to spark curiosity, imagination, and a lifelong love of reading. I'm truly grateful to all the librarians, teachers, reading specialists and volunteers, and the teams at Little Free Library and Scholastic who dedicate themselves to make literacy their mission." "Dav Pilkey's stories have inspired millions of kids to fall in love with reading," said Little Free Library's CEO Daniel Gumnit. "Together with Dav Pilkey and Scholastic, we're turning that inspiration into action—placing books directly into communities and inviting kids to discover the joy of reading right outside their doors. By combining Dav Pilkey's signature humor with a shared commitment to literacy, Little Free Library and Scholastic are helping ensure that more kids can discover the transformative power of books. As these colorful libraries appear in neighborhoods across the country, they stand as lasting symbols of imagination, access, and the simple joy of reading—inviting kids everywhere to open a book, laugh out loud, and keep coming back for more."Enter to win Captain Underpants: The First Epic MangaIn tandem with the Little Free Library installations, LFL is hosting a nationwide book giveaway in collaboration with Scholastic and Pilkey. All Little Free Library fans in the U.S. and Canada are eligible to enter to win one of 200 copies of Captain Underpants: The First Epic Manga. Priority will be given to school and libraries that enter to win.  To enter, click HERE.ABOUT LITTLE FREE LIBRARYLittle Free Library® (LFL) is a 501(c)(3) nonprofit organization that builds community, inspires readers and expands book access for all through a global network of volunteer-led Little Free Library book-sharing boxes. There are more than 200,000 registered Little Free Libraries worldwide in all 50 states, in 128 countries and on all seven continents. Through them, over 500 million books have been shared. LFL has received the World Literacy Award as well as honors from the Library of Congress, National Book Foundation and others. The organization grants Little Free Libraries full of books to underserved areas through its Impact Library and Indigenous Library programs and champions diverse books through its Read in Color initiative. To learn more, visit LittleFreeLibrary.org.ABOUT DAV PILKEYOver the years, Dav Pilkey's philanthropic efforts with various national literacy organizations including the Alliance for Younger Writers and Artists, Children's Book Council, Book Trust, the Scripps Howard Fund, Little Free Library, among many others, have reached millions of kids and families. Dav Pilkey is the creator of over 70 books for children and was awarded a Caldecott Honor for his picture book The Paperboy. When Pilkey was in second grade, he was diagnosed with dyslexia and what is now widely known as attention deficit hyperactivity disorder (ADHD). Because of his learning and behavioral issues in school, he was often sent out in the hallway. It was in his elementary school hallway where he created comic books about superheroes that eventually became Captain Underpants and Dog Man. His Dog Man series, launched to critical acclaim in 2016, was an instant #1 bestseller and has more than 70 million copies in print and translations in 50 languages. A new Dog Man book, Dog Man: A Sprinkle in Time, will be published on November 3, 2026. Pilkey's pioneering Captain Underpants series, launched nearly 30 years ago, helped create the illustrated children's chapter book category that remains popular today. The series has more than 90 million copies in print, translated into 37 languages, and released as a feature film by DreamWorks, as well as an original series on Netflix. TheaterWorksUSA's musical adaptations of Dog Man and Cat Kid Comic Club opened to rave reviews, were both New York Times Critics' Picks, and are currently on tour. For more information about Dav Pilkey and his books, visit the Mediaroom.ABOUT SCHOLASTICFor more than 100 years, Scholastic Corporation (NASDAQ: SCHL) has been meeting children where they are – at school, at home and in their communities – by creating quality content and experiences, all beginning with literacy. Scholastic delivers stories, characters, and learning moments that empower all kids to become lifelong readers and learners through bestselling children's books, literacy- and knowledge-building resources for schools including classroom magazines, and award-winning, entertaining children's media. As the world's largest publisher and distributor of children's books through school-based book clubs and book fairs, classroom libraries, school and public libraries, retail, and online, and with a global reach into more than 135 countries, Scholastic encourages the personal and intellectual growth of all children, while nurturing a lifelong relationship with reading, themselves, and the world around them. Learn more at www.scholastic.com.IMAGES: Download images of the custom Little Free Library, the Captain Underpants: First Epic Manga book cover, and installation images from the 2023 activation. Credit: Courtesy of Little Free Library 










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Original: 100 Little Free Libraries Launch Nationwide featuring Dog Man Creator Dav Pilkey's Beloved Characters to Bring Books to Kids in Book Deserts

Scholastic Reports Fiscal 2026 Third Quarter ResultsMarch 19, 2026 4:01 PM
PR Newswire (US)

Board Authorizes Planned $200 Million Modified Dutch Auction Tender Offer as Part of $300 Million Total Share Repurchase AuthorizationCompany Establishes Long-Term Net Leverage Target of 2.0-2.5x Adjusted EBITDA, Consistent with Disciplined Approach to Balance Sheet Management and Shareholder ReturnsNEW YORK, March 19, 2026 /PRNewswire/ -- Scholastic Corporation (NASDAQ: SCHL), the global children's publishing, education and media company, today reported financial results for the Company's fiscal third quarter ended February 28, 2026.







Peter Warwick, President and Chief Executive Officer, said, "Last quarter Scholastic made significant progress in its ongoing plan to enhance shareholder value, including optimizing our balance sheet with over $400 million in net proceeds from two sale-leaseback transactions and advancing our strategy to drive long-term growth and margin expansion. After returning over $147 million to shareholders through open-market share repurchases since December, our Board has additionally authorized a $200 million "modified Dutch auction tender offer" anticipated to be launched in the coming days. This is a core part of a new $300 million share repurchase authorization that, underscores our confidence in Scholastic's long-term opportunity."Also in the third quarter, Scholastic's children's publishing, entertainment and distribution businesses continued to prove their strength, led by solid performance in Book Fairs, and underpinned by our iconic franchises across formats and platforms, our proprietary school-based channels and an integrated media business, which is rapidly expanding our reach and access to kids and families on screens and digitally. Looking ahead, our upcoming releases and media slate reinforce the depth and durability of our franchise portfolio and support sustained growth."In Education, we are making meaningful progress in the transformation of the division, as performance trends improved sequentially and year-over-year declines again moderated, despite continued funding volatility for schools and districts. We are benefiting from a focused strategy, execution and a lower cost structure, positioning the business for renewed growth as market conditions improve and go-to-market execution accelerates."Third quarter performance was consistent with expectations, reflecting the seasonal cadence of our business. Book Fairs performed solidly in the quarter, while Trade results reflected expected publishing variability compared to the prior year. Looking to the remainder of the fiscal year, we remain focused on maximizing shareholder value, disciplined execution and accelerating profitability, as we position the company for growth in fiscal 2027 and fulfill our mission to help children read, learn and thrive."OutlookThe Company has reaffirmed its outlook for full-year Adjusted EBITDA and free cash flow (both defined in the accompanying tables) which include adjustments for the sale-leasebacks of its major real estate assets. The outlook for full-year Adjusted EBITDA remains $146 million to $156 million, including the $14 million partial-year impact from these highly accretive transactions on rental income and expense. Fiscal 2026 free cash flow is forecasted to exceed $430 million, reflecting proceeds from the sale of the Company's real estate assets.The Company expects full-year revenue to be approximately flat with the prior year, reflecting year-to-date softness in Education and strong comps in Trade a year ago.Fiscal 2026 Q3 Review
In $ millions (except per share data)Third Quarter
Change
Fiscal 2026
Fiscal 2025
$%Revenues$329.1
$335.4
$(6.3)(2) %









Operating income (loss) (1)$(26.9)
$(23.9)
$(3.0)(13) %Earnings (loss) before taxes$91.8
$(28.4)
$120.2NMDiluted earnings (loss) per share$2.55
$(0.13)
$2.68NM









Operating income (loss), ex. one-time items * (1)$(24.3)
$(20.9)
$(3.4)(16) %Diluted earnings (loss) per share, ex. one-time items *$(0.15)
$(0.05)
$(0.10)NM









Adjusted EBITDA * (1)$0.0
$6.0
$(6.0)(100) %NM - Not meaningful








* Please refer to the non-GAAP financial tables attached(1)  Operating income and Adjusted EBITDA include a $3.0 and $6.7 impact related to the sale-leaseback
transactions, respectively. Revenues decreased 2% to $329.1 million, primarily reflecting lower revenues in the Children's Book Publishing and Distribution and International segment due to the timing of publishing releases compared to the prior year, partly offset by higher revenues in the Entertainment segment.Operating loss increased 13% to $26.9 million in the quarter compared to $23.9 million a year ago, including $2.6 million and $3.0 million in one-time charges in each period, respectively. Excluding one-time charges in both periods, operating loss increased $3.4 million to $24.3 million. Adjusted EBITDA (a non-GAAP measure of operations explained in the accompanying tables) was $0.0 million in the quarter compared to $6.0 million in the prior year period. Excluding the partial-year impact of the sale-leaseback transactions of $3.0 million on adjusted operating loss and $6.7 million on adjusted EBITDA in the current period, adjusted operating loss was $21.3 million and adjusted EBITDA was $6.7 million. These improved results primarily reflect higher profits in Children's Book Publishing and Distribution and operating performance in the Education segment reflecting continued cost discipline.Quarterly Results Children's Book Publishing and DistributionIn the fiscal third quarter, the Children's Book Publishing and Distribution segment's revenues decreased 3% to $197.6 million. Book Fairs revenues were $113.3 million, up 2% from the prior year period, primarily driven by higher revenue per fair. Book Clubs revenues were $14.6 million, down modestly compared to $15.2 million in the prior year period, primarily reflecting modestly lower participation. Consolidated Trade revenues were $69.7 million, down 10% from the prior year period, primarily reflecting the expected comparison with last year's publishing calendar, which benefited from a major Dog Man® release in the third quarter of fiscal 2025.Segment operating income was $8.9 million, compared to $7.6 million, improving $1.3 million. The year-over-year improvement was primarily driven by higher revenues in Book Fairs and continued operating efficiencies.EducationEducation revenues decreased 2% to $56.1 million, reflecting continued challenging funding environment for schools and school districts, which has impacted spending on supplemental curriculum materials. Segment operating loss improved $1.7 million to $5.2 million, compared to segment operating loss of $6.9 million in the prior year period, reflecting an improved cost structure. The division continued to execute on its transformation through focused product, marketing and sales strategies with the long-term focus on cost discipline and regaining market share in core product segments, in anticipation of an expected market recovery.EntertainmentEntertainment segment revenues increased 25% to $16.0 million, primarily reflecting higher episodic deliveries and production services revenues in the quarter. Segment operating loss improved to $3.5 million in the quarter compared to $3.9 million a year ago, including $1.0 million and $1.5 million in one-time charges in each period, respectively. Excluding one-time charges, adjusted operating loss increased $0.1 million.InternationalInternational revenues decreased 7% to $58.7 million, excluding favorable foreign currency exchange of $3.5 million, reflecting the impact of the year-over-year timing of the Dog Man® publishing calendar. Segment operating loss was $4.7 million, compared to $2.1 million a year ago, including one-time charges of $0.1 million in the prior year period. Excluding one-time charges, adjusted operating loss increased by $2.7 million, primarily driven by lower revenues.OverheadOverhead costs were $22.4 million, which included one-time charges of $1.6 million, compared to $18.6 million in the prior year period, which included one-time charges of $1.4 million. Excluding one-time charges, adjusted overhead costs increased $3.6 million primarily reflecting higher lease expense and lower rental income of $3.0 million, associated with the company's sale-leaseback transactions.Capital Position and Liquidity
In $ millionsThird Quarter
Change
Fiscal 2026
Fiscal 2025
$%Net cash (used) provided by operating activities$(30.5)
$(12.0)
$(18.5)NMNet proceeds from sale and leaseback transactions (1)
452.4

—

452.4NMAdditions to property, plant and equipment and prepublication expenditures
(17.2)

(14.7)

(2.5)(17) %Net borrowings (repayments) of film related obligations
2.3

(4.0)

6.3158 %Free cash flow (use)*$407.0
$(30.7)
$437.7NM









Net cash (debt)*$90.6
$(189.4)
$280.0148 %NM - Not meaningful








* Please refer to the non-GAAP financial tables attached(1) Excludes tax impact from sale-leaseback transactions. During the quarter, the Company completed its sale-leaseback transactions, generating over $400 million in net proceeds. These transactions are expected to reduce fiscal 2026 operating income and Adjusted EBITDA by approximately $7 million and $14 million, respectively, on a partial-year basis.Net cash used in operating activities was $30.5 million, compared to $12.0 million in the prior year period, primarily driven by higher tax payments related to the sale-leaseback transactions, partly offset by the timing of royalty payments. Free cash flow (a non-GAAP measure of operations explained in the accompanying tables) was $407.0 million in fiscal 2026, compared to free cash flow use of $30.7 million in the prior period, reflecting over $400 million in net proceeds from the Company's sale-leaseback transactions closed during the quarter.Net cash was $90.6 million compared to net debt of $189.4 million in the prior year period, primarily reflecting net proceeds from the Company's sale-leaseback transactions, repayment of the outstanding balance on its unsecured revolving credit facility and free cash flow over the prior twelve months, partially offset by capital returns to shareholders.Since completing the sale-leaseback transactions in December, the Company has returned approximately $147.0 million to shareholders through open-market share repurchases. In the third quarter, the Company distributed $5.1 million in dividends.Consistent with its disciplined approach to balance sheet management, including the recent sale-leaseback transactions, and to shareholder returns, the Company has established a long-term net leverage target of 2.0 to 2.5 times Adjusted EBITDA.As a step toward that long-term goal and as announced today, the Company's Board of Directors has authorized a new $300 million share repurchase program, including a planned $200 million modified Dutch auction tender offer with a price range between $36 to $40 per share. The remaining portion of the authorization will be available for open-market repurchases.Fiscal Year-To-Date 2026 Review
In $ millions (except per share data)Year-To-Date
Change
Fiscal 2026
Fiscal 2025
$%Revenues$1,105.8
$1,117.2
$(11.4)(1) %









Operating income (loss) (1)$(36.2)
$(37.7)
$1.54 %Earnings (loss) before taxes$70.7
$(50.2)
$120.9NMDiluted earnings (loss) per share$1.87
$(0.61)
$2.48NM









Operating income (loss), ex. one-time items * (1)$(11.2)
$(27.6)
$16.459 %Diluted earnings (loss) per share, ex. one-time items*$(0.02)
$(0.34)
$0.3294 %









Adjusted EBITDA * (1)$66.8
$54.2
$12.623 %NM - Not meaningful








* Please refer to the non-GAAP financial tables attached(1) Operating income and Adjusted EBITDA include a $3.0 and $6.7 impact related to the sale-leaseback transactions, respectively. Revenues of $1,105.8 million year to date deceased 1.0%, compared to $1,117.2 million in the prior year period. The modest decline primarily reflects lower supplemental curriculum and collections product sales in Education in a continued challenging funding environment, partly offset by strength in Book Fairs and the Company's major global publishing franchises.Operating loss was $36.2 million year to date, compared to operating loss of $37.7 million a year ago, including $25.0 million and $10.1 million in one-time charges in each period, respectively. Excluding one-time charges, operating loss improved $16.4 million from a year ago. Adjusted EBITDA increased $12.6 million to $66.8 million. Excluding the partial-year impact of the sale-leaseback transactions of $3.0 million on adjusted operating loss and $6.7 million on adjusted EBITDA in the current period, adjusted operating loss was $8.2 million and adjusted EBITDA was $73.5 million. These results primarily reflect higher revenues in the Children's Book Publishing and Distribution segment and a reduction in discretionary overhead expenses, which more than offset the impact of lower sales in Education Solutions.Additional InformationTo supplement our financial statements presented in accordance with GAAP, we include certain non-GAAP calculations and presentations including, as noted above, "Adjusted EBITDA" and "Free Cash Flow". Please refer to the non-GAAP financial tables attached to this press release for supporting details on the impact of one-time items on operating income, net income and diluted EPS, and the use of non-GAAP financial measures included in this release. This information should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with GAAP.The tender offer described in this press release has not yet commenced. This press release is for information purposes only, and is not an offer to purchase or the solicitation of an offer to sell any shares of the Company's common stock. The solicitation of offers to purchase shares of the Company's common stock will be made only pursuant to the tender offer documents, including an Offer to Purchase and related Letter of Transmittal, that the Company intends to distribute to shareholders and file with a tender offer statement on Schedule TO with the Securities and Exchange Commission (the "SEC"). Once the tender offer is commenced, shareholders will be able to obtain a free copy of the tender offer statement on Schedule TO, the offer to purchase, letter of transmittal and other documents that the Company will be filing with the SEC at the SEC's website at www.sec.gov or from the Company's information agent in connection with the tender offer.Conference CallThe Company will hold a conference call to discuss its results at 4:30 p.m. ET today, March 19, 2026. Peter Warwick, Scholastic President and Chief Executive Officer, Haji Glover, the Company's Chief Financial Officer, Executive Vice President, and Jeffrey Mathews, Chief Growth Officer, Executive Vice President, will moderate the call.A live webcast of the call can be accessed at https://edge.media-server.com/mmc/p/6ckfp8k8. To access the conference call by phone, please go to https://register-conf.media-server.com/register/BI5d9a8745cca34b5aa7be9d82954f12c9, which will provide dial-in details. To avoid delays, participants are encouraged to dial into the conference call five minutes ahead of the scheduled start time. Shortly following the call, an archived webcast and accompanying slides from the conference call will be posted at investor.scholastic.com.About ScholasticFor more than 100 years, Scholastic Corporation (NASDAQ: SCHL) has been meeting children where they are – at school, at home and in their communities – by creating quality content and experiences, all beginning with literacy. Scholastic delivers stories, characters, and learning moments that empower all kids to become lifelong readers and learners through bestselling children's books, literacy- and knowledge-building resources for schools including classroom magazines, and award-winning, entertaining children's media. As the world's largest publisher and distributor of children's books through school-based book clubs and book fairs, classroom libraries, school and public libraries, retail, and online, and with a global reach into more than 135 countries, Scholastic encourages the personal and intellectual growth of all children, while nurturing a lifelong relationship with reading, themselves, and the world around them. Learn more at www.scholastic.com.Forward-Looking StatementsThis news release contains certain forward-looking statements relating to future periods. Such forward-looking statements are subject to various risks and uncertainties, including the conditions of the children's book and educational materials markets generally and acceptance of the Company's products within those markets, and other risks and factors identified from time to time in the Company's filings with the Securities and Exchange Commission. Actual results could differ materially from those currently anticipated.SCHL: FinancialTable 1
Scholastic CorporationConsolidated Statements of Operations(Unaudited)(In $ Millions, except shares and per share data)

Three months ended
Nine months ended
02/28/2602/28/25
02/28/2602/28/25Revenues$329.1$335.4
$1,105.8$1,117.2Operating costs and expenses:








Cost of goods sold
150.3
154.6

499.4
511.5Selling, general and administrative expense
192.8
187.5

587.5
594.5Depreciation and amortization
12.9
16.9

45.7
48.5Asset impairments and write downs
—
0.3

9.4
0.4Total operating costs and expenses
356.0
359.3

1,142.0
1,154.9Operating income (loss)
(26.9)
(23.9)

(36.2)
(37.7)Interest income (expense), net
(0.8)
(4.3)

(10.3)
(11.7)Other components of net periodic benefit (cost)
(0.3)
(0.2)

(1.0)
(0.8)Gain on sale and leaseback transactions
119.8
—

118.2
—Earnings (loss) before income taxes
91.8
(28.4)

70.7
(50.2)Provision (benefit) for income taxes
29.3
(24.8)

23.4
(32.9)Net income (loss)
62.5
(3.6)

47.3
(17.3)Basic and diluted earnings (loss) per share of Class A and Common Stock (1)








Basic $2.61$(0.13)
$1.91$(0.61)Diluted$2.55$(0.13)
$1.87$(0.61)Basic weighted average shares outstanding
23,938
27,778

24,828
28,135Diluted weighted average shares outstanding
24,460
27,876

25,252
28,490(1) Earnings (loss) per share are calculated on non-rounded net income (loss) and shares outstanding. Recalculating earnings
per share based on numbers rounded to millions may not yield the results as presented. Table 2
Scholastic Corporation Segment Results, Excluding One-Time Items(Unaudited)(In $ Millions)

Three months endedChange
Nine months endedChange
02/28/2602/28/25$%
02/28/2602/28/25$%Children's Book Publishing and Distribution










Revenues














Books Clubs$14.6$15.2$(0.6)(4) %
$44.9$51.1$(6.2)(12) %Book Fairs
113.3
110.7
2.62 %

389.4
370.5
18.95 %School Reading Events
127.9
125.9
2.02 %

434.3
421.6
12.73 %Consolidated Trade
69.7
77.4
(7.7)(10) %

253.6
254.1
(0.5)— %Total Revenues
197.6
203.3
(5.7)(3) %

687.9
675.7
12.22 %Operating income (loss), ex. one-time items *
8.9
7.6
1.317 %

83.4
73.1
10.314 %Adjusted operating margin *
4.5 %
3.7 %




12.1 %
10.8 %


















Education Solutions














Revenues
56.1
57.2
(1.1)(2) %

158.4
184.1
(25.7)(14) %Operating income (loss), ex. one-time items *
(5.2)
(6.9)
1.725 %

(27.7)
(24.4)
(3.3)(14) %Adjusted operating margin *
NM
NM




NM
NM


















Entertainment














Revenues
16.0
12.8
3.225 %

44.7
46.2
(1.5)(3) %Operating income (loss), ex. one-time items *
(2.5)
(2.4)
(0.1)(4) %

(10.1)
(5.1)
(5.0)(98) %Adjusted operating margin *
NM
NM




NM
NM


















International














Revenues
58.7
59.3
(0.6)(1) %

207.6
202.8
4.82 %Operating income (loss), ex. one-time items *
(4.7)
(2.0)
(2.7)(135) %

4.0
(3.2)
7.2NMAdjusted operating margin *
NM
NM




1.9 %
NM


















Overhead














Revenues
0.7
2.8
(2.1)(75) %

7.2
8.4
(1.2)(14) %Operating income (loss), ex. one-time items *
(20.8)
(17.2)
(3.6)(21) %

(60.8)
(68.0)
7.211 %















Operating income (loss), ex. one-time items *$(24.3)$(20.9)$(3.4)(16) %
$(11.2)$(27.6)$16.459 %Adjusted operating margin *
NM
NM




NM
NM


NM - Not meaningful* Please refer to Table 4 for one-time items and a reconciliation of the non-GAAP financials. Table 3
Scholastic CorporationSupplemental Information(Unaudited)(In $ Millions)
Selected Balance Sheet Items





02/28/2602/28/25Cash and cash equivalents




$104.6$94.7Accounts receivable, net





248.3
255.9Inventories, net





282.5
270.8Accounts payable





128.5
133.5Deferred revenue





213.7
205.2Accrued royalties





82.3
85.1Film related obligations





17.4
18.8Lines of credit and long-term debt





5.6
280.8Net cash (debt) (1)





90.6
(189.4)Total stockholders' equity





871.9
941.3









Selected Cash Flow Items
Three months ended
Nine months ended
02/28/2602/28/25
02/28/2602/28/25Net cash provided by (used in) operating activities$(30.5)$(12.0)
$(39.1)$17.3Net proceeds from sale of assets (3)
452.4
—

452.4
—Property, plant and equipment additions
(13.4)
(9.0)

(33.4)
(39.9)Prepublication expenditures
(3.8)
(5.7)

(13.0)
(15.8)Net borrowings (repayments) of film related obligations
2.3
(4.0)

(0.9)
(18.6)Free cash flow (use) (2)$407.0$(30.7)
$366.0$(57.0)(1) Net cash (debt) is defined by the Company as cash and cash equivalents less production cash
of $8.4 and $3.3 as of February 28, 2026 and February 28, 2025, respectively, net of lines of credit
and short-term and long-term-debt. Film related obligations are not included. The Company utilizes
this non-GAAP financial measure, and believes it is useful to investors, as an indicator of the
Company's effective leverage and financing needs.(2) Free cash flow (use) is defined by the Company as net cash provided by or used in operating
activities (which includes royalty advances) and cash acquired through acquisitions and from the
sale of assets, reduced by spending on property, plant and equipment and prepublication costs
and adjusted for net cash flows from film related obligations. The Company believes that this
non-GAAP financial measure is useful to investors as an indicator of cash flow available for
debt repayment and other investing activities, such as acquisitions. The Company utilizes free
cash flow as a further indicator of operating performance and for planning investing activities.(3) Excludes tax impact from sale-leaseback transactions. Table 4Scholastic CorporationSupplemental Results - Excluding One-Time Items(Unaudited)(In $ Millions, except per share data)
Three months ended
02/28/2026
02/28/2025
Reported
One-time
items
Excluding
One-time
items
Reported
One-time
items
Excluding
One-time
itemsDiluted earnings (loss) per share (1)$2.55
$(2.70)
$(0.15)
$(0.13)
$0.08
$(0.05)Net income (loss) (2)$62.5
$(66.0)
$(3.5)
$(3.6)
$2.3
$(1.3)Earnings (loss) before income taxes (3)$91.8
$(117.2)
$(25.4)
$(28.4)
$3.0
$(25.4)

















Children's Book Publishing and Distribution$8.9
$—
$8.9
$7.6
$—
$7.6Education Solutions
(5.2)

—

(5.2)

(6.9)

—

(6.9)Entertainment (6)
(3.5)

1.0

(2.5)

(3.9)

1.5

(2.4)International (7)
(4.7)

0.0

(4.7)

(2.1)

0.1

(2.0)Overhead (8)
(22.4)

1.6

(20.8)

(18.6)

1.4

(17.2)Operating income (loss)$(26.9)
$2.6
$(24.3)
$(23.9)
$3.0
$(20.9)
Nine months ended
02/28/2026
02/28/2025
Reported
One-time
items
Excluding
One-time
items
Reported
One-time
items
Excluding
One-time
itemsDiluted earnings (loss) per share (1)$1.87
$(1.89)
$(0.02)
$(0.61)
$0.27
$(0.34)Net income (loss) (2)$47.3
$(47.8)
$(0.5)
$(17.3)
$7.7
$(9.6)Earnings (loss) before income taxes (3)$70.7
$(93.2)
$(22.5)
$(50.2)
$10.1
$(40.1)

















Children's Book Publishing and Distribution (4)$82.6
$0.8
$83.4
$73.1
$—
$73.1Education Solutions (5)
(31.1)

3.4

(27.7)

(24.4)

—

(24.4)Entertainment (6)
(16.5)

6.4

(10.1)

(9.1)

4.0

(5.1)International (7)
3.5

0.5

4.0

(4.7)

1.5

(3.2)Overhead (8)
(74.7)

13.9

(60.8)

(72.6)

4.6

(68.0)Operating income (loss)$(36.2)
$25.0
$(11.2)
$(37.7)
$10.1
$(27.6)(1) Earnings (loss) per share are calculated on non-rounded net income (loss) and shares outstanding. Recalculating
earnings per share based on rounded numbers may not yield the results as presented.(2) In the three and nine months ended February 28, 2026, the Company recognized a provision of $51.2 and $45.4,
respectively, for income taxes in respect to one-time pretax items. In the three and nine months ended February 28,
2025, the Company recognized a benefit of $0.7 and $2.4, respectively, for income taxes in respect to one-time pretax
items.(3) In the three and nine months ended February 28, 2026, the Company recognized a pretax gain on the sale and
leaseback transactions for its New York City and Jefferson City, Missouri facilities of $119.8 and $118.2, respectively. (4) In the nine months ended February 28, 2026, the Company recognized pretax asset impairment of $0.8 related to
a certain product.(5) In the nine months ended February 28, 2026, the Company recognized pretax asset impairment of $3.4 related to
certain education products.(6) In the three and nine months ended February 28, 2026, the Company recognized pretax severance of $0.2 related
to cost-savings initiatives and pretax other costs of $0.8 and $1.0, respectively. In the nine months ended February
 28, 2026, the Company recognized pretax asset impairment of $5.2 primarily related to certain film and television
programs in development. In the three and nine months ended February 28, 2025, the Company recognized pretax
severance of $0.7 and $1.1, respectively, related to cost-savings initiatives, pretax costs of $0.5 and $2.6,
respectively, related to the acquisition of 9 Story Media Group and pretax asset impairment of $0.3 related to an early
exit of an office lease. (7) In the three and nine months ended February 28, 2026, the Company recognized pretax severance of less than
$0.1 and $0.5, respectively, related to cost-savings initiatives. In the three and nine months ended February 28,
2025, the Company recognized pretax severance of $0.1 and $1.5, respectively, related to cost-savings initiatives.(8) In the three and nine months ended February 28, 2026, the Company recognized pretax severance of $1.0 and
$11.8, respectively, related to cost-savings initiatives and other pretax expenses of $0.6 and $2.1, respectively. In
the three and nine months ended February 28, 2025, the Company recognized pretax severance of $1.0 and $4.2,
respectively, related to cost-savings initiatives and other pretax expense of $0.4.  Table 5
Scholastic CorporationConsolidated Statements of Operations - SupplementalAdjusted EBITDA(Unaudited)(In $ Millions)

Three months ended

02/28/26
02/28/25
Earnings (loss) before income taxes as reported $91.8
$(28.4)
One-time items before income taxes
(117.2)

3.0
Earnings (loss) before income taxes excluding one-time items
(25.4)

(25.4)
Interest (income) expense (1)
0.9

4.3
Depreciation and amortization
24.5

27.1
Adjusted EBITDA (2)$0.0
$6.0

Nine months ended

02/28/26
02/28/25
Earnings (loss) before income taxes as reported$70.7
$(50.2)
One-time items before income taxes
(93.2)

10.1
Earnings (loss) before income taxes excluding one-time items
(22.5)

(40.1)
Interest (income) expense (1)
10.7

11.9
Depreciation and amortization
78.6

82.4
Adjusted EBITDA (2)$66.8
$54.2
(1) Amounts include production loan interest amortized into cost of goods sold.(2) Adjusted EBITDA is defined by the Company as earnings (loss), excluding one-
time items, before interest, taxes, depreciation and amortization. The Company
believes that Adjusted EBITDA is a meaningful measure of operating profitability
and useful for measuring returns on capital investments over time as it is not
distorted by unusual gains, losses, or other items. Table 6
Scholastic CorporationConsolidated Statements of Operations - SupplementalAdjusted EBITDA by Segment(Unaudited)(In $ Millions)

Three months ended
02/28/26
CBPD (1)EDUC (1)ENT (1)INTL (1)OVH (1) (4)
TotalEarnings (loss) before income taxes as reported $8.8$(5.2)$(4.0)$(5.3)$97.5
$91.8One-time items before income taxes
—
—
1.0
0.0
(118.2)

(117.2)Earnings (loss) before income taxes excluding one-time items
8.8
(5.2)
(3.0)
(5.3)
(20.7)

(25.4)Interest (income) expense (2)
0.1
0.0
0.5
0.1
0.2

0.9Depreciation and amortization (3)
7.8
6.1
6.2
2.0
2.4

24.5Adjusted EBITDA (4)$16.7$0.9$3.7$(3.2)$(18.1)
$0.0

Three months ended
02/28/25
CBPD (1)EDUC (1)ENT (1)INTL (1)OVH (1)
TotalEarnings (loss) before income taxes as reported$7.5$(6.9)$(4.6)$(2.5)$(21.9)
$(28.4)One-time items before income taxes
—
—
1.5
0.1
1.4

3.0Earnings (loss) before income taxes excluding one-time items
7.5
(6.9)
(3.1)
(2.4)
(20.5)

(25.4)Interest (income) expense (2)
0.0
0.0
0.7
0.0
3.6

4.3Depreciation and amortization (3)
7.8
6.2
5.0
1.9
6.2

27.1Adjusted EBITDA$15.3$(0.7)$2.6$(0.5)$(10.7)
$6.0















Nine months ended
02/28/26
CBPD (1)EDUC (1)ENT (1)INTL (1)OVH (1) (4)
TotalEarnings (loss) before income taxes as reported$82.4$(31.1)$(17.9)$1.9$35.4
$70.7One-time items before income taxes
0.8
3.4
6.4
0.5
(104.3)

(93.2)Earnings (loss) before income taxes excluding one-time items
83.2
(27.7)
(11.5)
2.4
(68.9)

(22.5)Interest (income) expense (2)
0.2
0.0
1.7
0.1
8.7

10.7Depreciation and amortization (3)
22.9
18.9
16.4
5.9
14.5

78.6Adjusted EBITDA (4)$106.3$(8.8)$6.6$8.4$(45.7)
$66.8

Nine months ended
02/28/25
CBPD (1)EDUC (1)ENT (1)INTL (1)OVH (1)
TotalEarnings (loss) before income taxes as reported$73.0$(24.4)$(11.4)$(6.0)$(81.4)
$(50.2)One-time items before income taxes
—
—
4.0
1.5
4.6

10.1Earnings (loss) before income taxes excluding one-time items
73.0
(24.4)
(7.4)
(4.5)
(76.8)

(40.1)Interest (income) expense (2)
0.1
0.0
2.5
0.0
9.3

11.9Depreciation and amortization (3)
23.1
18.6
16.5
5.9
18.3

82.4Adjusted EBITDA$96.2$(5.8)$11.6$1.4$(49.2)
$54.2(1) The Company's segments are defined as the following: CBPD - Children's Book Publishing and Distribution segment; EDUC -
Education Solutions segment; ENT - Entertainment segment; INTL - International segment; OVH - unallocated overhead.(2) Amounts includes production loan interest amortized into cost of goods sold.(3) Depreciation and amortization in the Children's Book Publishing and Distribution, Education Solutions and International
segments includes amounts allocated from overhead.(4) Includes a $6.7 impact of the sale-leaseback transactions in Overhead and consolidated Adjusted EBITDA for the three and
nine months ended February 28, 2026. 



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Original: Scholastic Reports Fiscal 2026 Third Quarter Results

Scholastic Corporation Announces Intent to Repurchase Up to $200 Million of its Common Stock Through Modified Dutch Auction Tender OfferMarch 19, 2026 4:01 PM
PR Newswire (US)

NEW YORK, March 19, 2026 /PRNewswire/ -- Scholastic Corporation ("Scholastic") (NASDAQ: SCHL), the global children's publishing, education and media company, today announced that its Board of Directors (the "Board") has authorized the repurchase of up to $200 million of the Company's common stock through a modified "Dutch Auction" tender offer ("Offer"), at an anticipated cash purchase price per share of not less than $36.00 per share and not more than $40.00 per share, less any applicable withholding taxes and without interest.







The Offer is expected to commence on Monday, March 23, 2026, with expiration of the Offer scheduled for 5:00 p.m., New York City time on Monday, April 20, 2026, unless the Offer is extended or earlier terminated. The purchase of common stock under the Offer is expected to be funded through the Company's cash on hand and from borrowings available under the Company's revolving credit facility.Peter Warwick, President and Chief Executive Officer, said, "Following the successful completion of our recent real estate transactions, the Board's authorization represents a disciplined next step in our capital allocation strategy to further optimize our balance sheet and efficiently return cash to shareholders."The Offer will be subject to various terms and conditions as will be described in offer materials that will be publicly filed and distributed to shareholders upon commencement. The Dealer-Manager for the Offer will be J.P. Morgan Securities LLC. Georgeson LLC and Computershare Trust Company, N.A. will serve as the Information Agent and Depositary for the Offer, respectively.Neither Scholastic's management, nor any of the members of its board of directors, executive officers, the dealer manager, the information agent or the depositary will be making any recommendation to shareholders as to whether to tender or refrain from tendering their shares in the Offer. Shareholders must decide how many shares they will tender, if any, and the price within the stated range at which they will tender their shares. Shareholders should consult their financial and tax advisors in making this decision.The Offer described in this press release has not yet commenced and there can be no assurance that Scholastic will commence the Offer on the terms described herein or at all. This press release is for information purposes only, and is not an offer to purchase or the solicitation of an offer to sell any shares of Scholastic common stock. The solicitation of offers to purchase shares of Scholastic common stock will be made only pursuant to the tender offer documents, including an Offer to Purchase and related Letter of Transmittal, that Scholastic intends to distribute to shareholders and file with a tender offer statement on Schedule TO with the Securities and Exchange Commission (the "SEC") on Monday, March 23, 2026.SCHOLASTIC SHAREHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS) WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY SCHOLASTIC WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION CONCERNING THE TERMS OF THE OFFER. Once the Offer is commenced copies of the tender offer statement on Schedule TO, the Offer to Purchase, Letter of Transmittal and other documents that Scholastic will be filing with the SEC will be distributed by the Company to the Company's shareholders at no expense to them and will also be available to shareholders free of charge at the Commission's website at www.sec.gov, the investors information section of Scholastic's website at investor.scholastic.com or from the information agent Scholastic will appoint for the Offer.About ScholasticFor more than 100 years, Scholastic Corporation (NASDAQ: SCHL) has been meeting children where they are – at school, at home and in their communities – by creating quality content and experiences, all beginning with literacy. Scholastic delivers stories, characters, and learning moments that empower all kids to become lifelong readers and learners through bestselling children's books, literacy- and knowledge-building resources for schools including classroom magazines, and award-winning, entertaining children's media. As the world's largest publisher and distributor of children's books through school-based book clubs and book fairs, classroom libraries, school and public libraries, retail, and online, and with a global reach into more than 135 countries, Scholastic encourages the personal and intellectual growth of all children, while nurturing a lifelong relationship with reading, themselves, and the world around them. Learn more at www.scholastic.com.Forward-Looking StatementsThis news release contains certain forward-looking statements relating to future periods. Such forward-looking statements are subject to various risks and uncertainties, including the conditions of the children's book and educational materials markets generally and acceptance of the Company's products within those markets, and other risks and factors identified from time to time in the Company's filings with the Securities and Exchange Commission. Actual results could differ materially from those currently anticipated.



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Original: Scholastic Corporation Announces Intent to Repurchase Up to $200 Million of its Common Stock Through Modified Dutch Auction Tender Offer

Scholastic Corporation Announces Fourth Quarter DividendMarch 18, 2026 4:01 PM
PR Newswire (US)

NEW YORK, March 18, 2026 /PRNewswire/ -- Scholastic Corporation (NASDAQ: SCHL) announced today that its Board of Directors declared a quarterly cash dividend of $0.20 per share on the Company's Class A and Common Stock for the fourth quarter of fiscal 2026. The dividend is payable on June 15, 2026, to all shareholders of record as of the close of business on April 30, 2026.







About ScholasticFor more than 100 years, Scholastic Corporation (NASDAQ: SCHL) has been meeting children where they are – at school, at home and in their communities – by creating quality content and experiences, all beginning with literacy. Scholastic delivers stories, characters, and learning moments that empower all kids to become lifelong readers and learners through bestselling children's books, literacy- and knowledge-building resources for schools including classroom magazines, and award-winning, entertaining children's media. As the world's largest publisher and distributor of children's books through school-based book clubs and book fairs, classroom libraries, school and public libraries, retail, and online, and with a global reach into more than 135 countries, Scholastic encourages the personal and intellectual growth of all children, while nurturing a lifelong relationship with reading, themselves, and the world around them. Learn more at www.scholastic.com.SCHL: Financial



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Original: Scholastic Corporation Announces Fourth Quarter Dividend

... cash is trash, kids are priceless ... $SCHL

... $26.60 ... $SCHL

... $23.12 ... $SCHL

Scholastic Fiscal Q2 GAAP EPS, Revenue Miss Expectations; Shares Slip After-Hours
MT NEWSWIRES 4:18 PM ET 12/17/2020
04:18 PM EST, 12/17/2020 (MT Newswires) -- Scholastic (SCHL) on Thursday reported fiscal Q2 non-GAAP diluted EPS of $1.15, down from $2.06 a year ago.

GAAP EPS declined to $1.02 from $2.02. That missed the $1.38 consensus estimate of analysts polled by Capital IQ.

Revenue in the quarter ended November fell to $406.2 million from $597.2 million. The revenue missed the projection of analysts polled by Capital IQ of $528 million.

The company decided not to issue a financial outlook for the fiscal year 2021 due to the ongoing variability in school instruction patterns and schedules due to the COVID-19 pandemic.

The board maintained a quarterly dividend of $0.15 per share, payable on March 15 to shareholders of record on Jan. 29.

Price: 25.76, Change: -1.15, Percent Change: -4.27

NEW YORK, Dec. 17, 2020 /PRNewswire/ -- Scholastic (NASDAQ: SCHL), the global children's publishing, education, and media company, today announced two key leadership appointments. Effective January 1, 2021, Beth Polcari, current Executive Vice President and President, Scholastic Magazines Group, will transition to the role of President, International. She succeeds Nelson Hitchcock who, after a 15-year career at Scholastic, will retire at the end of this year. Rose Else-Mitchell is rejoining Scholastic as President, Education Solutions and over the next six months, will work with current Scholastic Education President Greg Worrell and Ms. Polcari to combine their existing two divisions into a single Education Solutions group, which Ms. Else-Mitchell will lead effective June 1, 2021. After leading his division through this transition, Mr. Worrell will continue to advise on strategic partnerships until his planned retirement after 30 years in December 2021. In these roles, Ms. Polcari, Ms. Else-Mitchell, and Mr. Worrell will report directly to Richard Robinson, Chairman and Chief Executive Officer of Scholastic.

... dividend news ... $SCHL

... $27.00 ... $SCHL

Scholastic Corporati (SCHL)
23.73 ? 0.25 (1.06%)
Volume: 1,774 @11/11/20 9:35:36 AM EST
Bid Ask Day's Range
23.57 23.75 23.54 - 23.73

Scholastic Corporati (SCHL)
22.68 ? 2.68 (13.40%)
Volume: 266,180 @11/09/20 4:43:33 PM EST
Bid Ask Day's Range
20.3 22.68 21.33 - 23.12

... after the $SCHL trump slump ... #StrongBuy

... MOCK $SCHL ELECTION ...

If Biden wins this will recover it’s pre-Trump valuation plus some.

Dividend

As previously announced, the Company's Board of Directors declared a quarterly cash dividend of $0.15 per share on the Company's Class A and Common Stock for the second quarter of fiscal 2021. The dividend is payable on December 15, 2020 to shareholders of record as of the close of business on October 30, 2020.

Fiscal 2021 Outlook

The Company has substantially completed work on lowering its cost base by $100 million, and believes that a significant portion of these cost savings, as well as new measures being taken, should continue to favorably impact future period results. The outlook for the Company's trade and education businesses remains positive with a robust frontlist of bestselling series and authors scheduled to release over the remainder of the fiscal year and Scholastic's digital education programs and digital-only magazines gaining momentum as schools look to learning solutions which can be used at school and at home. However, delays in club orders and fair bookings will likely lead to a significant decline in revenues in the Company's Children's Book Publishing and Distribution segment in the second quarter. The Company believes that business conditions should improve in the second half of its fiscal year as schools adjust to operational changes in response to COVID-19, and we expect increasing demand for the Company's slate of flexible new services, such as our virtual and shippable fair options and home delivery of club and fair orders, as well as our safe and easy in-person fairs. Given the variability in school schedules, as well as the possibility of new COVID outbreaks and their potential impact on schools, Scholastic is not providing a financial outlook for fiscal year 2021.

... hopefully this does what we project it will do ... $SCHL

BREAKING NEWS: $SCHL Scholastic $SCHL Trading Report

The Scholastic (NASDAQ: SCHL) update and the technical summary table below can help you manage risk and optimize returns. Here we provide day, swing, and longer-term trading plans for SCHL, and we cover 1000 other stocks too. This is a snapshot, it was real-time when the report was publ...

Find out more SCHL - Scholastic $SCHL Trading Report

Little upside for Scholastic $SCHL investors prior to earnings

Analysis

Envision open-market purchases to begin in February.

At 11/30/15, Scholastic had Board authority to repurchase $59.9 million in stock.

Tender offer canceled:

http://247wallst.com/services/2016/01/21/scholastic-terminates-dutch-auction-tender-offer/

One of the conditions influencing the termination of the offering was that there shall not have occurred any decrease of more than 10% in the Dow Jones Industrial Average, the New York Stock Exchange Index, the Nasdaq Composite Index or the Standard & Poor’s 500 Composite Index measured from the close of trading on December 28, 2015, the day the tender offer commenced.

Under the terms of the tender offer, once such a decrease in any of the foregoing indices occurred at any time prior to the expiration of the tender offer, and regardless of whether subsequent changes in the relevant index brought the decline back up to less than 10%, Scholastic had the right to terminate the tender offer.

On January 13, 2016, the Nasdaq Composite Index had declined by more than 10% from the close of trading on December 28, 2015, triggering the failure of the condition.

Scholastic Corporation Announces Commencement Of Tender Offer To Purchase Up To $200 Million Of Common Stock (12/28/15)

NEW YORK, Dec. 28, 2015 /PRNewswire/ -- Scholastic Corporation (NASDAQ: SCHL), the global children's publishing, education and media company, announced today the commencement of its previously announced modified "Dutch Auction" tender offer to purchase up to $200 million of its common stock at a price not less than $37.00 per share or more than $40.00 per share. The number of shares proposed to be purchased in the tender offer (at a minimum purchase price of $37.00 per share) represents approximately 16.5% of Scholastic's currently outstanding common shares. The closing price per share of Scholastic's common stock on the Nasdaq Stock Market on Wednesday, December 23, 2015, the last full trading day prior to the commencement of the tender offer, was $38.49 per share.

The tender offer will expire on Tuesday, January 26, 2016 at 5:00 p.m., New York City time, unless the tender offer is extended or withdrawn by the Company. Tenders of shares must be made prior to the expiration of the tender offer and may be withdrawn at any time prior to the expiration of the tender offer, in each case in accordance with the procedures described in the Offer to Purchase and accompanying tender offer materials that are being distributed to stockholders.

On the terms and subject to the conditions of the tender offer, Scholastic stockholders will have the opportunity to tender some or all of their shares of common stock at a price or any number of prices contained within the price range established by Scholastic. Based on the number of shares duly tendered and the prices specified by the tendering stockholders, Scholastic will determine the lowest price per share within the range that will enable it to buy up to $200 million of its common stock or a lower amount if the offer is not fully subscribed. If stockholders properly tender shares greater than $200 million in value, Scholastic will purchase shares of common stock tendered by those stockholders on a pro rata basis, subject to the conditional tender offer provisions described in the Offer to Purchase. In accordance with the rules of the Securities and Exchange Commission, the Company also reserves the right to purchase up to an additional 2% of its shares outstanding pursuant to and without amending or extending the tender offer.

All shares accepted for payment will be purchased at the same purchase price, regardless of whether any stockholder tendered such shares at a lower price within the range. Stockholders will receive the purchase price in cash, less any applicable withholding taxes and without interest, for shares properly tendered (and not withdrawn) promptly after the expiration of the tender offer. All shares tendered at prices above the purchase price will not be purchased and will be returned promptly to the tendering stockholders. The tender offer is not contingent on any minimum number of shares being tendered. However, the tender offer is subject to a number of other conditions specified in the Offer to Purchase.

UBS Securities LLC will serve as the dealer manager for the tender offer. Questions concerning the tender offer may be directed to UBS Securities LLC at (212) 713-3560. Georgeson Inc. will serve as information agent for the tender offer and Computershare Trust Company, N.A. will serve as depositary for the tender offer. For more information about the tender offer, please contact Georgeson Inc. at (888) 661-5651.

Neither Scholastic Corporation nor any member of its board of directors, nor the dealer manager, the information agent or the depositary is making any recommendation to stockholders as to whether to tender or refrain from tendering their shares into the proposed tender offer or as to the price or prices at which stockholders may choose to tender their shares. Stockholders must make their own decisions as to how many shares they will tender, if any, and the price within the stated range at which they will tender their shares for purchase by Scholastic. Stockholders should consult their financial and tax advisors in making this decision.

SCHOLASTIC'S DIRECTORS HAVE INFORMED SCHOLASTIC THAT THEY DO NOT INTEND TO TENDER COMMON SHARES IN THE OFFER. RICHARD ROBINSON, THE CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER OF SCHOLASTIC, AND OTHER MEMBERS OF THE ROBINSON FAMILY, AS WELL AS THE OTHER OFFICERS OF SCHOLASTIC, HAVE ALSO INFORMED SCHOLASTIC THAT THEY DO NOT INTEND TO TENDER COMMON SHARES IN THE OFFER.

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER TO SELL SHARES OF SCHOLASTIC COMMON STOCK. THE TENDER OFFER IS BEING MADE ONLY PURSUANT TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS THAT SCHOLASTIC WILL BE DISTRIBUTING TO ITS STOCKHOLDERS AND FILING WITH THE SECURITIES AND EXCHANGE COMMISSION. STOCKHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER OFFER. STOCKHOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER.

Holders of common stock will be able to obtain the tender offer materials free of charge on the Company's website at investor.scholastic.com, the SEC's website at www.sec.gov, or at the SEC's public reference room located at 100 F Street, N.E., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. In addition, holders of common stock may request copies of the Tender Offer Statement, the Offer to Purchase, related Letter of Transmittal and other filed tender offer documents free of charge by contacting Georgeson Inc., the Information Agent for the Offer, by telephone toll-free at (888) 661-5651 or in writing to 480 Washington Boulevard, 26th Floor, Jersey City, NJ 07310.

About Scholastic

Scholastic Corporation (NASDAQ: SCHL) is the world's largest publisher and distributor of children's books, a leading provider of print and digital instructional materials for pre-K to grade 12, and a producer of educational and entertaining children's media. The Company creates quality books and ebooks, print and technology-based learning materials and programs, classroom magazines and other products that, in combination, offer schools customized and comprehensive solutions to support children's learning both at school and at home. The Company also makes quality, affordable books available to all children through school-based book clubs and book fairs. With a 95 year history of service to schools and families, Scholastic continues to carry out its commitment to "Open a World of Possible" for all children. Learn more at www.scholastic.com.

http://www.prnewswire.com/news-releases/scholastic-corporation-announces-commencement-of-tender-offer-to-purchase-up-to-200-million-of-common-stock-300197159.html

Scholastic Sets Price Range For Previously Announced Modified Dutch Auction Tender Offer (12/21/15)

NEW YORK, Dec. 21, 2015 /PRNewswire/ -- Scholastic Corporation (NASDAQ: SCHL), the global children's publishing, education and media company, today announced that its Board of Directors has authorized the price range for its intended repurchase of up to $200 million of the Company's common stock through a modified "Dutch Auction" tender offer.

Under the terms of the proposed tender offer, holders of shares of Scholastic common stock will have the opportunity to tender some or all of their shares at a price within the range of $37 to $40 per share. Based upon the number of shares tendered and the prices specified by the tendering stockholders, Scholastic will determine the lowest price per share within the range that will enable it to buy $200 million in shares, or such lesser number of shares that are properly tendered. All shares accepted for payment will be paid the same price, regardless of whether a stockholder tendered such shares at a lower price within the range. At the minimum price of $37 per share, Scholastic would repurchase a maximum of 5,405,405 shares, which represents approximately 16.5% of Scholastic's currently outstanding common stock. At the maximum price of $40 per share, Scholastic would repurchase a maximum of 5,000,000 shares, which represents approximately 15.3% of Scholastic's currently outstanding common stock. Scholastic will fund the repurchase from available cash. The high end of the price range represents approximately a 6.1% premium to Friday's closing price of $37.71 per share.

The tender offer will be subject to various terms and conditions as will be described in offer materials that will be publicly filed and distributed to stockholders at the time of the commencement of the tender offer during the week of December 28, 2015. The Dealer-Manager for the tender offer will be UBS Securities LLC.

Neither Scholastic's management, nor any of its board of directors, executive officers, the dealer manager, the information agent or the depositary will be making any recommendation to stockholders as to whether to tender or refrain from tendering their shares in the proposed tender offer. Stockholders must decide how many shares they will tender, if any, and the price within the stated range at which they will tender their shares. Stockholders should consult their financial and tax advisors in making this decision.

The tender offer described in this press release has not yet commenced. This press release is for information purposes only, and is not an offer to purchase or the solicitation of an offer to sell any shares of Scholastic common stock. The solicitation of offers to purchase shares of Scholastic common stock will be made only pursuant to the tender offer documents, including an Offer to Purchase and related Letter of Transmittal that Scholastic intends to distribute to stockholders and file with the Securities and Exchange Commission during the week of December 28, 2015.

SCHOLASTIC STOCKHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS) WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION CONCERNING THE TERMS OF THE TENDER OFFER.

Once the tender offer is commenced copies of the tender offer statement on Schedule TO, the Offer to Purchase, Letter of Transmittal and other documents that Scholastic will be filing with the Securities and Exchange Commission will be distributed by the Company to the Company's stockholders at no expense to them and will also be available to stockholders free of charge at the Commission's website at www.sec.gov or the investors information section of Scholastic's website at investor.scholastic.com or by directing a request to Gil Dickoff at (212) 343-6741 or investor_relations@scholastic.com.

http://www.prnewswire.com/news-releases/scholastic-sets-price-range-for-previously-announced-modified-dutch-auction-tender-offer-300195609.html

Better Stock in Book Publishing: Scholastic Corp. or Houghton Mifflin Harcourt Co? (12/20/15)

Which book publisher is a better long-term buy?

Leo Sun (TMFSunLion)

Times have been tough for traditional book publishers. The rise of online self-publishing has leveled the playing field for writers, cheap e-books have lowered price expectations, and used book sales have reduced publisher revenues. Research firm PWC estimates that global books revenue will grow at a compound annual growth rate of just 1.3% between 2014 and 2019.

But despite those challenges, two big book publishers, Scholastic (NASDAQ:SCHL) and Houghton Mifflin Harcourt (NASDAQ:HMHC), have actually outperformed the market. Over the past 12 months, Scholastic has rallied 22%, while Houghton has gained 4%. Let's take a closer look at both companies to see which is a better investment in the book publishing industry.

Scholastic
Scholastic is the market leader in the school book market, which is well-insulated from the oversaturated consumer book market. It publishes popular book series like The Hunger Games and Harry Potter (in the United States) and generates a stable stream of revenue from book fairs. Scholastic previously sold educational software through its Educational Technology division, but it sold that unit to Houghton Mifflin Harcourt earlier this year for $575 million.

In fiscal 2015, Scholastic's revenue from continuing operations rose 4.8% annually to $1.64 billion. Children's Book Publishing and Distribution revenue climbed 7.4% to $959 million, while Education revenue rose 8.2% to $276 million. Its international revenue dipped 3% to $401 million, but growth at the other two segments offset that decline. A major risk for Scholastic's children's division is waning interest in the Hunger Games and Harry Potter, due to the conclusion of both film series. As a result, analysts expect Scholastic's revenue to rise just 1.5% in fiscal 2016.

Scholastic's diluted earnings per share from continuing operations rose 12.2% to $0.46 per share in 2015. Looking ahead, analysts expect Scholastic to post annual earnings growth of about 9% over the next five years. Based on that forecast, Scholastic's current forward P/E of 22 and 5-year PEG ratio of 2.9 indicate that the stock is currently overvalued. But in October, Oppenheimer analysts stated that Scholastic might sell three floors of its Manhattan headquarters for over $350 million, which would produce $250 million ($7.31 per share) in after-tax proceeds and boost its earnings growth.

Over the past 12 months, Scholastic has spent 14% of its free cash flow on buybacks and 20% on dividends. That conservative use of its FCF indicates that it has room to grow both to boost shareholder value in the future.

Houghton Mifflin Harcourt
Scholastic rival Houghton Mifflin Harcourt publishes best-selling titles like The Lord of the Rings, Life of Pi, and the Little Prince. In addition to publishing mainstream books through its trade publishing unit, Houghton runs an educational products business which provides educational software and tech services to schools. The publisher went public in late 2013 at $12 per share, closed over $16 on its first trading day, and trades at about $20 as of this writing.

In fiscal 2014, HMH's revenue slipped 0.5% annually to $1.37 billion. Education sales stayed nearly flat at $1.21 billion, while trade publishing revenues fell 4.7% to $163 million. However, the aforementioned acquisition of Scholastic's Education Technology unit should boost HMH's top-line growth. That unit generated $249 million in revenues in fiscal 2014 and $175 million in the first nine months of 2015. Thanks to that boost, analysts expect HMH's revenues to rise 5% annually this year and 8% in fiscal 2017. But as HMH notes in the "risk factors" part of its most recent 10-K filing, the educational software and services business could be disrupted by curriculum changes in the controversial Common Core program in the U.S. HMH also notably lacks Scholastic's entrenched position in school systems.

On the bottom line, HMH posted a net loss in both fiscal 2013 and 2014. Looking ahead, analysts expect HMH to grow its earnings per share at just 5% annually over the next five years. That's considerably lower than Scholastic's expected earnings growth rate. Due to that bottom-line weakness, HMH doesn't buy back stock or pay a dividend.

The winner: Scholastic
Scholastic is clearly a better book publishing stock than HMH. The company has better top- and bottom-line growth, room to boost buybacks and dividends, and a stickier customer base across schools. However, investors should note that the stock's valuations are getting a bit high, and its children's publishing revenue could slip if it fails to secure a new best-selling series like The Hunger Games.

http://www.fool.com/investing/general/2015/12/20/better-stock-in-book-publishing-scholastic-corp-or.aspx

Scholastic Corp (12/17/15)

The company traded as low as $37.18 and last traded at $37.24, with a volume of 506,844 shares traded. The stock had previously closed at $41.19.

Scholastic Enters Oversold Territory (SCHL)

Legendary investor Warren Buffett advises to be fearful when others are greedy, and be greedy when others are fearful. One way we can try to measure the level of fear in a given stock is through a technical analysis indicator called the Relative Strength Index, or RSI, which measures momentum on a scale of zero to 100. A stock is considered to be oversold if the RSI reading falls below 30.

In trading on Thursday, shares of Scholastic Corp. (Symbol: SCHL) entered into oversold territory, hitting an RSI reading of 25.2, after changing hands as low as $36.70 per share. By comparison, the current RSI reading of the S&P 500 ETF (SPY) is 45.9. A bullish investor could look at SCHL's 25.2 RSI reading today as a sign that the recent heavy selling is in the process of exhausting itself, and begin to look for entry point opportunities on the buy side. The chart below shows the one year performance of SCHL shares: Scholastic Corp. 1 Year Performance Chart

Looking at the chart above, SCHL's low point in its 52 week range is $33.21 per share, with $46.28 as the 52 week high point - that compares with a last trade of $36.76.

Read more: http://www.nasdaq.com/article/scholastic-enters-oversold-territory-schl-cm556160#ixzz3ugnpLqVn

Scholastic Reports Fiscal 2016 Second Quarter Results (12/17/15)

Strong Trade Publishing Sales in Children's Books Globally

2016 Sales and EPS Guidance Revised on Foreign Currency Headwinds

NEW YORK, Dec. 17, 2015 /PRNewswire/ -- Scholastic Corporation (NASDAQ: SCHL), the global children's publishing, education and media company, today reported financial results for the Company's fiscal 2016 second quarter ended November 30, 2015.

Revenue in the second quarter, excluding the effects of foreign exchange on the Company's international operations, was $619.0 million, compared to $611.1 million a year ago. Including the negative foreign exchange impact of $17.2 million in the current quarter, revenue as reported was $601.8 million, versus $611.1 million in the prior year period, a decrease of less than 2%. The Company reported second quarter earnings per diluted share from continuing operations of $1.85, versus $2.02 in the prior year period. Operating profit for the second quarter of fiscal year 2016 of $105.1 million was down 5% versus the prior year period. Results for the second quarter of the current fiscal year include one-time expenses of $0.04 per diluted share, which are detailed below. The prior year period included one-time expenses of $0.19 per diluted share. Excluding one-time items, second quarter earnings from continuing operations per diluted share were $1.89 versus $2.21 in the prior year period.

Second quarter results were bolstered by sales growth in the Company's book fairs and trade channels in the Children's Book Publishing and Distribution segment and classroom magazines, custom publishing and teaching resources in the Education segment, along with sales gains in the majority of the Company's overseas markets before the effects of currency translation. These gains were more than offset by the unfavorable impact of foreign currency on the sales and profits of the Company's international operations and the effects of a now settled labor action in Ontario schools that resulted in a substantial drop in reading club and book fair revenues in the important fall back-to-school months. In addition, the Company's domestic reading club business was impacted by later school openings largely as a result of the late Labor Day holiday.

During the second quarter, the Company generated free cash flow (as defined) of $101.8 million, compared to $125.7 million in the prior year period, which had included a positive cash flow contribution from the Company's former Educational Technology and Services business (EdTech), which was sold at the end of the prior fiscal year. At quarter-end, cash and cash equivalents exceeded the Company's total debt by $348.9 million, as compared to net debt (as defined) of $61.3 million a year ago, primarily reflecting the net cash proceeds, after taxes and transaction-related expenses, from the sale of the EdTech business.

"The positive global climate for quality children's books continued in the second quarter, as evidenced by solid performance in our US book fairs and trade channels, as well as improved results in trade publishing internationally, where we achieved trade sales growth in almost every market. These gains, however, were more than offset by declines in our international operations due to the impact of foreign exchange," commented Richard Robinson, Chairman, President and Chief Executive Officer. "In the Education segment, higher circulation in classroom magazines drove higher sales and profits, and we continue to get a strong response from our school and district customers for our expanded instructional reading programs and professional learning services. Despite the positive results in children's books and education, with the headwinds caused by the continued strength in the US dollar and the challenging start to the school year in our Canada business, we are revising our sales and EPS guidance for the year."

Non-recurring items reflected in the Company's pre-tax results for the second quarter include a one-time severance charge of $1.5 million associated with the Company's restructuring of its media business, $0.5 million in connection with a warehouse optimization project in the Company's book fairs operations, and $0.4 million of one-time transaction-related expenses.

Revised Fiscal 2016 Guidance

Given the year-to-date impact of foreign exchange and the recently settled labor action in Ontario schools, Scholastic revised its fiscal 2016 outlook for total revenue to approximately $1.65 billion, from approximately $1.7 billion, and earnings per diluted share from continuing operations to approximately $1.35, from a range of $1.35 to $1.55, before the impact of one-time items associated with cost reduction programs or non-cash, non-operating items. The Company continues to expect free cash flow in the range of $35 to $45 million, excluding the one-time taxes paid on the gain on the sale of the EdTech business.

Second Quarter Results

Children's Book Publishing and Distribution. Segment revenue in the second quarter was $414.0 million, compared to $408.6 million in the prior year period, an increase of $5.4 million, or 1%. In Trade, revenue of $61.7 million was on par with the prior year period as strong trade publishing results were tempered by a decline in production revenues in the media and entertainment operations, which are now part of the Trade division. Revenue for trade publishing, excluding the media operations, was up 7% for the quarter. A strong fall frontlist including Star Wars: Jedi Academy #3: The Phantom Bully; Wings of Fire Book 7: Winter Turning; Captain Underpants and the Sensational Saga of Sir Stinks-A-Lot; and Harry Potter and the Sorcerer's Stone: The Illustrated Edition, as well as the newly released Harry Potter Coloring Book, benefited trade publishing. Additionally, the Company's Goosebumps® books performed well in connection with the release of a film based on the series and its author, R. L. Stine, during the quarter. In School Book Fairs, revenue increased by 6% to $231.3 million, reflecting both higher revenue per fair and an increase in the number of fairs held, as compared to $217.4 million in the prior year period. These segment gains were partially offset by lower revenues in school reading clubs, where later school openings and lower Minecraft handbook sales drove a $8.6 million, or 7%, decline in revenues to $121.0 million, compared to $129.6 million in the prior year period. Overall segment operating income was $108.9 million, flat with the prior year period.

Education. Segment revenue in the quarter increased 3% to $72.1 million, compared to $69.9 million in the prior year period, as a result of higher circulation in classroom magazines, which now exceeds 14.5 million subscriptions, and increased sales in the Company's custom publishing programs, as well as higher demand for the Company's teaching resource workbooks, partially offset by a decline in classroom books as pipeline orders shifted to the third fiscal quarter. Segment operating income was $11.9 million, versus $11.6 million in the prior year period, an increase of 3%, primarily due to the higher sales in the Company's classroom and custom publishing channels, partially offset by increased investment in the education sales force and new marketing programs.

International. Segment revenue in the quarter was $115.7 million, versus $132.6 million in the prior year period, primarily due to unfavorable foreign exchange translation of $17.2 million as the result of the strong US dollar and the Ontario school labor action that resulted in a drop in reading club orders and the cancellation of book fairs for most of the quarter. Segment operating income was $11.5 million, compared to $19.8 million in the prior year period, primarily the result of the lower sales in Canada and the impact of dollar-based cost of product on operating margins. While certain overseas markets grew in local currency terms, namely Australia, UK and India, these gains were more than offset when converted to US dollars.

Other Financial Results. Corporate overhead in the second quarter was $25.3 million, excluding one-time items of $1.9 million, compared to $18.6 million in the prior year period, after excluding $10.8 million in one-time items. The increase was primarily due to higher strategic technology spend on new enterprise-wide customer and content management systems and the migration to cloud-based SaaS solutions, as anticipated.

During the quarter, the Company realized a gain of $2.2 million on the sale of an investment in China, which was held by its Hong Kong business unit.

As previously announced, the Company's Board of Directors declared a quarterly cash dividend of $0.15 per share on the Company's Class A and Common Stock for the third quarter of fiscal 2016. The dividend is payable on March 15, 2016 to shareholders of record as of the close of business on January 29, 2016.

Share Repurchase Announcement / Real Estate Update

Concurrent with the issuance of this release, the Company separately issued a release announcing its real estate plans for the Company's headquarters location in New York City, and its intent to repurchase up to $200 million of its common stock in a modified "Dutch Auction" tender offer. The tender offer will be subject to various terms and conditions as will be described in offer materials that will be filed and distributed to stockholders at the time of the commencement of the tender offer. For additional details see: http://mediaroom.scholastic.com/press-release/scholastic-share-repurchase-plan.

Year-to-Date Results

For the first half of fiscal 2016, revenue was $793.0 million, compared to $801.6 million in the prior year period, a decrease of $8.6 million, or 1%. Earnings per diluted share from continuing operations in the first half of the fiscal year were $0.47, compared to $0.41 a year ago, including one-time charges of $0.08 and $0.27 per diluted share, respectively. The lower revenues are mainly attributable to the impact of foreign exchange on the Company's international operations of $28.9 million and the effect of the work-to-rule labor action in Ontario, partially offset by strong gains in Children's Book Publishing and Distribution and Education.

On a year-to-date basis, the Company had a free cash use of $201.4 million, compared to free cash flow of $48.8 million in the previous year. The current year-to-date free cash use includes approximately $200 million in tax and other payments related to the sale of the Company's EdTech business at the end of the prior fiscal year, as well as the loss of EdTech positive cash contributions from operations, which were front-end loaded in the prior fiscal year. Excluding the impact of the tax payment on the Company's cash flows, free cash use in the first half of fiscal 2016 was $15.4 million, in line with the Company's expectations.

Additional Information

To supplement our financial statements presented in accordance with GAAP, we include certain non-GAAP calculations and presentations. Please refer to the non-GAAP financial tables attached to this press release for supporting details on special one-time items and other financial measures included in this release. This information should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with GAAP.

Conference Call

The Company will hold a conference call to discuss its results at 8:30 am ET today, December 17, 2015. Scholastic's Chairman, President and CEO, Richard Robinson, and Executive Vice President, CAO and CFO, Maureen O'Connell, will moderate the call.

The conference call and accompanying slides will be webcast and accessible through the Investor Relations section of Scholastic's website, scholastic.com. Participation by telephone will be available by dialing (877) 654-5161 from within the U.S. or +1 (678) 894-3064 internationally. Shortly following the call, an archived webcast and accompanying slides from the conference call will also be posted at investor.scholastic.com. An audio-only replay of the call will be available until Friday, January 1, 2016 by dialing (855) 859-2056 from within the U.S. or +1 (404) 537-3406 internationally, and entering access code 81617885.

About Scholastic

Scholastic Corporation (NASDAQ: SCHL) is the world's largest publisher and distributor of children's books, a leading provider of print and digital instructional materials for pre-K to grade 12, and a producer of educational and entertaining children's media. The Company creates quality books and ebooks, print and technology-based learning materials and programs, classroom magazines and other products that, in combination, offer schools customized and comprehensive solutions to support children's learning both at school and at home. The Company also makes quality, affordable books available to all children through school-based book clubs and book fairs. With a 95 year history of service to schools and families, Scholastic continues to carry out its commitment to "Open a World of Possible" for all children. Learn more at www.scholastic.com.

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http://www.prnewswire.com/news-releases/scholastic-reports-fiscal-2016-second-quarter-results-300194300.html

Scholastic Announces Intent To Return Up To $200 Million To Shareholders Through Modified Dutch Auction Tender Offer (12/17/15)

Company Will Retain Ownership and Future Value of Headquarters Property; Increased Leasing of Retail Space Expected to Boost Operating Income

NEW YORK, Dec. 17, 2015 /PRNewswire/ -- Scholastic Corporation (NASDAQ: SCHL), the global children's publishing, education and media company, today announced that its Board of Directors has authorized the repurchase of up to $200 million of the Company's common stock through a modified "Dutch Auction" tender offer and has approved a plan to generate more rental income from retailers from the lower floors of its headquarters building located at 557 and 555 Broadway in New York City.

"This two-pronged plan enables us to immediately return meaningful value to Scholastic shareholders and boost future operating income with predictable rental income, while retaining full ownership of a valuable real estate asset," said Richard Robinson, Chairman, President and Chief Executive Officer. "We believe this plan makes best use of our strong balance sheet and cash position as it allows the Company to maintain considerable flexibility for targeted investments in our core print and digital publishing businesses while continuing to return capital to shareholders. It also preserves the flexibility to consider a potential real estate transaction at some point in the future."

Repurchase up to $200 Million of Common Stock

Under the terms of the proposed modified "Dutch Auction" tender offer, owners of Scholastic common stock will have the opportunity to tender some or all of their shares at a specified price range to be determined. The Company intends to commence the tender offer, which will be funded with cash on hand, by calendar year-end and which will remain open for at least twenty (20) business days. Further details, including the terms and conditions of the tender offer (including the specified price range), will be provided in the offer to purchase, letter of transmittal and other documents to be filed with the Securities and Exchange Commission in connection with the tender offer. In addition, approximately $60 million remains on the previous Board authorization for open-market share repurchases.

Increase Operating Income from Headquarters Real Estate Assets

The Company also announced that the Board has approved the Company's plan to retain ownership and the future value of its headquarters space at 557 and 555 Broadway in New York City, and to generate increased rental income by leasing the lower floors to retailers. As previously disclosed, the Company is investing approximately $10 million in fiscal 2016 to convert the space for additional rental retail operations and intends to sign leases with high-quality tenants, generating reliable recurring revenue streams. The Company expects new leases to commence in fiscal 2017 and the subsequent increase in recurring lease revenue to be accretive to operating income over time. Scholastic will also continue to realize cash tax benefits from the deduction of depreciation expenses on the property.

About Scholastic

Scholastic Corporation (NASDAQ: SCHL) is the world's largest publisher and distributor of children's books, a leading provider of print and digital instructional materials for pre-K to grade 12, and a producer of educational and entertaining children's media. The Company creates quality books and ebooks, print and technology-based learning materials and programs, classroom magazines and other products that, in combination, offer schools customized and comprehensive solutions to support children's learning both at school and at home. The Company also makes quality, affordable books available to all children through school-based book clubs and book fairs. With a 95 year history of service to schools and families, Scholastic continues to carry out its commitment to "Open a World of Possible" for all children. Learn more at www.scholastic.com.

Forward-Looking Statements

This news release contains certain forward-looking statements, including information concerning the Company's intention to commence a modified Dutch auction tender offer. Such forward-looking statements are subject to various risks and uncertainties, including the conditions of the children's book and educational materials markets and acceptance of the Company's products within those markets, and other risks and factors identified from time to time in the Company's filings with the Securities and Exchange Commission. Actual results could differ materially from those currently anticipated.

Important Information

The tender offer described in this press release has not yet commenced. This press release is for informational purposes only, is not a recommendation to buy or to sell shares of Scholastic Common Stock and does not constitute an offer to buy or the solicitation of an offer to sell shares of Scholastic Common Stock. The tender offer will be made only pursuant to the Offer to Purchase, Letter of Transmittal and related materials that Scholastic expects to file with the Securities and Exchange Commission prior to the end of the calendar year. Stockholders should read carefully the Offer to Purchase, Letter of Transmittal and related materials when they become available as these documents will contain important information regarding the terms and conditions of the tender offer. Once the tender offer is commenced copies of the tender offer statement on Schedule TO, the Offer to Purchase, Letter of Transmittal and other documents that Scholastic will be filing with the Securities and Exchange Commission will be distributed by the Company to the Company's stockholders at no expense to them and will also be available to stockholders free of charge at the Commission's website at www.sec.gov or the investors information section of Scholastic's website at http://investor.scholastic.com or by directing a request to Gil Dickoff at 343-6741 or investor_relations@scholastic.com.

http://www.prnewswire.com/news-releases/scholastic-announces-intent-to-return-up-to-200-million-to-shareholders-through-modified-dutch-auction-tender-offer-300194328.html

$SCHL recent news/filings

bullish

## source: finance.yahoo.com

Thu, 30 Apr 2015 00:15:02 GMT ~ 10-Q for Scholastic Corp.


read full: http://www.companyspotlight.com/routers/headline/21341/10004/6478173?cp_code=YAH1&1430352902
*********************************************************

Mon, 27 Apr 2015 12:48:23 GMT ~ Scholastic Corp upgraded by Gabelli & Co


read full: http://finance.yahoo.com/q/ud?s=SCHL
*********************************************************

Mon, 27 Apr 2015 04:08:45 GMT ~ Houghton Mifflin Buys Scholastic’s Ed Tech Business for $575 Million


read full: http://www.wsj.com/articles/scholastic-to-sell-ed-tech-business-to-houghton-mifflin-for-575-million-1429877280?ru=yahoo?mod=yahoo_itp
*********************************************************

Fri, 24 Apr 2015 20:56:52 GMT ~ SCHOLASTIC CORP Files SEC form 8-K, Entry into a Material Definitive Agreement, Other Events, Financial Statements an


read full: http://biz.yahoo.com/e/150424/schl8-k.html
*********************************************************

Fri, 24 Apr 2015 18:51:06 GMT ~ Houghton Mifflin buys Scholastic’s ed tech business for $575 million


read full: http://www.marketwatch.com/News/Story/Story.aspx?guid=6A5E9CE0-EAB1-11E4-A1B3-A57371081525&siteid=yhoof2
*********************************************************

$SCHL charts

basic chart ## source: stockcharts.com



basic chart ## source: stockscores.com



big daily chart ## source: stockcharts.com



big weekly chart ## source: stockcharts.com



$SCHL company information

## source: otcmarkets.com

Link: http://www.otcmarkets.com/stock/SCHL/company-info
Ticker: $SCHL
OTC Market Place: Not Available
CIK code: 0000866729
Company name: Scholastic Corp.
Incorporated In: DE, USA

Business Description: OTC Markets | Official site of the OTCQX, OTCQB and OTC Pink Marketplaces featuring Free Stock & Bond Quotes, Trade Prices, Chart, Financials and Company News & Information for Investors, Companies and Traders - OTCMarkets.com (window.NREUM||(NREUM={})).loader_config={xpid:"UwMGWVdSGwQIU1RQAgQ="};window.NREUM||(NREUM={}),__nr_require=function(t,e,n){function r(n){if(!e[n]){var o=e[n]={exports:{}};t[n][0].call(o.exports,function(e){var o=t[n][1][e];return r(o?o:e)},o,o.exports)}return e[n].exports}if("function"==typeof __nr_require)return __nr_require;for(var o=0;od;d++)c[d].apply(u,n);return u}function a(t,e){f[t]=s(t).concat(e)}function s(t){return f[t]||[]}function c(){return n(e)}var f={};return{on:a,emit:e,create:c,listeners:s,_events:f}}function r(){return{}}var o="nr@context",i=t("gos");e.exports=n()},{gos:"7eSDFh"}],ee:[function(t,e){e.exports=t("QJf3ax")},{}],3:[function(t){function e(t){try{i.console&&console.log(t)}catch(e){}}var 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$SCHL share structure

## source: otcmarkets.com

Market Value: $1,325,628,760 a/o May 06, 2015
Shares Outstanding: 31,118,046 a/o Feb 28, 2015
Float: Not Available
Authorized Shares: Not Available
Par Value: 0.01

$SCHL extra dd links

Company name: Scholastic Corp.
## STOCK DETAILS ##
After Hours Quote (nasdaq.com): http://www.nasdaq.com/symbol/SCHL/after-hours
Option Chain (nasdaq.com): http://www.nasdaq.com/symbol/SCHL/option-chain
Historical Prices (yahoo.com): http://finance.yahoo.com/q/hp?s=SCHL+Historical+Prices
Company Profile (yahoo.com): http://finance.yahoo.com/q/pr?s=SCHL+Profile
Industry (yahoo.com): http://finance.yahoo.com/q/in?s=SCHL+Industry

## COMPANY NEWS ##
Market Stream (nasdaq.com): http://www.nasdaq.com/symbol/SCHL/stream
Latest news (otcmarkets.com): http://www.otcmarkets.com/stock/SCHL/news - http://finance.yahoo.com/q/h?s=SCHL+Headlines

## STOCK ANALYSIS ##
Analyst Research (nasdaq.com): http://www.nasdaq.com/symbol/SCHL/analyst-research
Guru Analysis (nasdaq.com): http://www.nasdaq.com/symbol/SCHL/guru-analysis
Stock Report (nasdaq.com): http://www.nasdaq.com/symbol/SCHL/stock-report
Competitors (nasdaq.com): http://www.nasdaq.com/symbol/SCHL/competitors
Stock Consultant (nasdaq.com): http://www.nasdaq.com/symbol/SCHL/stock-consultant
Stock Comparison (nasdaq.com): http://www.nasdaq.com/symbol/SCHL/stock-comparison
Investopedia (investopedia.com): http://www.investopedia.com/markets/stocks/SCHL/?wa=0
Research Reports (otcmarkets.com): http://www.otcmarkets.com/stock/SCHL/research
Basic Tech. Analysis (yahoo.com): http://finance.yahoo.com/q/ta?s=SCHL+Basic+Tech.+Analysis
Barchart (barchart.com): http://www.barchart.com/quotes/stocks/SCHL
DTCC (dtcc.com): http://search2.dtcc.com/?q=Scholastic+Corp.&x=10&y=8&sp_p=all&sp_f=ISO-8859-1
Spoke company information (spoke.com): http://www.spoke.com/search?utf8=%E2%9C%93&q=Scholastic+Corp.
Corporation WIKI (corporationwiki.com): http://www.corporationwiki.com/search/results?term=Scholastic+Corp.&x=0&y=0

## FUNDAMENTALS ##
Call Transcripts (nasdaq.com): http://www.nasdaq.com/symbol/SCHL/call-transcripts
Annual Report (companyspotlight.com): http://www.companyspotlight.com/library/companies/keyword/SCHL
Income Statement (nasdaq.com): http://www.nasdaq.com/symbol/SCHL/financials?query=income-statement
Revenue/EPS (nasdaq.com): http://www.nasdaq.com/symbol/SCHL/revenue-eps
SEC Filings (nasdaq.com): http://www.nasdaq.com/symbol/SCHL/sec-filings
Edgar filings (sec.gov): http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000866729&owner=exclude&count=40
Latest filings (otcmarkets.com): http://www.otcmarkets.com/stock/SCHL/filings
Latest financials (otcmarkets.com): http://www.otcmarkets.com/stock/SCHL/financials
Short Interest (nasdaq.com): http://www.nasdaq.com/symbol/SCHL/short-interest
Dividend History (nasdaq.com): http://www.nasdaq.com/symbol/SCHL/dividend-history
RegSho (regsho.com): http://www.regsho.com/tools/symbol_stats.php?sym=SCHL&search=search
OTC Short Report (otcshortreport.com): http://otcshortreport.com/index.php?index=SCHL
Short Sales (otcmarkets.com): http://www.otcmarkets.com/stock/SCHL/short-sales
Key Statistics (yahoo.com): http://finance.yahoo.com/q/ks?s=SCHL+Key+Statistics
Insider Roster (yahoo.com): http://finance.yahoo.com/q/ir?s=SCHL+Insider+Roster
Income Statement (yahoo.com): http://finance.yahoo.com/q/is?s=SCHL
Balance Sheet (yahoo.com): http://finance.yahoo.com/q/bs?s=SCHL
Cash Flow (yahoo.com): http://finance.yahoo.com/q/cf?s=SCHL+Cash+Flow&annual

## HOLDINGS ##
Major holdings (cnbc.com): http://data.cnbc.com/quotes/SCHL/tab/8.1
Insider transactions (yahoo.com): http://finance.yahoo.com/q/it?s=SCHL+Insider+Transactions
Insider transactions (secform4.com): http://www.secform4.com/insider-trading/SCHL.htm
Insider transactions (insidercrow.com): http://www.insidercow.com/history/company.jsp?company=SCHL
Ownership Summary (nasdaq.com): http://www.nasdaq.com/symbol/SCHL/ownership-summary
Institutional Holdings (nasdaq.com): http://www.nasdaq.com/symbol/SCHL/institutional-holdings
Insiders (SEC Form 4) (nasdaq.com): http://www.nasdaq.com/symbol/SCHL/insider-trades
Insider Disclosure (otcmarkets.com): http://www.otcmarkets.com/stock/SCHL/insider-transactions

## SOCIAL MEDIA AND OTHER VARIOUS SOURCES ##
PST (pennystocktweets.com): http://www.pennystocktweets.com/stocks/profile/SCHL
Market Watch (marketwatch.com): http://www.marketwatch.com/investing/stock/SCHL
Bloomberg (bloomberg.com): http://www.bloomberg.com/quote/SCHL:US
Morningstar (morningstar.com): http://quotes.morningstar.com/stock/s?t=SCHL
Bussinessweek (businessweek.com): http://investing.businessweek.com/research/stocks/snapshot/snapshot_article.asp?ticker=SCHL



$SCHL DD Notes ~ http://www.ddnotesmaker.com/SCHL

Scholastic Storia(TM) Awarded The "Editor's Choice Award" By ...
MarketWatch (press release) - May 24, 2012
NEW YORK, May 24, 2012 /PRNewswire via COMTEX/ -- The Children's Technology Review, the "Consumer Reports" of products and trends in children's ...

http://www.marketwatch.com/story/scholastic-storiatm-awarded-the-editors-choice-award-by-childrens-technology-review-2012-05-24

~ Monday! $SCHL ~ Earnings posted, pending or coming soon! In Charts and Links Below!

~ $SCHL ~ Earnings expected on Monday *
Want more like this? Search Keyword: MACMONEY >>> http://tinyurl.com/MACMONEY <<<
One or more of many earnings sites has alerted this security has or will be posting earnings on or around the day of this message.








http://stockcharts.com/h-sc/ui?s=SCHL&p=D&b=3&g=0&id=p88783918276&a=237480049




http://stockcharts.com/h-sc/ui?s=SCHL&p=W&b=3&g=0&id=p54550695994



~ Google Finance: http://www.google.com/finance?q=SCHL
~ Google Fin Options: hhttp://www.google.com/finance/option_chain?q=SCHL#
~ Yahoo! Finance ~ Stats: http://finance.yahoo.com/q/ks?s=SCHL+Key+Statistics
~ Yahoo! Finance ~ Profile: http://finance.yahoo.com/q/pr?s=SCHL
Finviz: http://finviz.com/quote.ashx?t=SCHL
~ BusyStock: http://busystock.com/i.php?s=SCHL&v=2


<<<<<< http://www.earningswhispers.com/stocks.asp?symbol=SCHL >>>>>>



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*If the earnings date is in error please ignore error. I do my best.

Scholastic Corporation (Scholastic) together with its subsidiaries is a global children’s publishing, education and media company. Scholastic is a publisher and distributor of children’s books and a provider of educational technology products and related services. Scholastic also creates educational and entertainment materials and products for use in school and at home, including magazines, children’s reference and non-fiction materials, teacher materials, television programming, film, videos and toys. It distributes its products and services through these channels, as well as directly to schools and libraries, through retail stores and through the Internet. Its Website, scholastic.com, is a site for teachers, classrooms and parents and destination for children. Scholastic operates in four segments: Children’s Book Publishing and Distribution; Educational Publishing; Media, Licensing and Advertising (which collectively represent the Company’s domestic operations), and International.

http://www.google.com/finance?q=SCHL