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United States securities and exchange commission logo
January 29, 2021
Kenneth Cleary
Chief Financial Officer
SCHOLASTIC CORP
557 Broadway
New York, NY 10012
Re: SCHOLASTIC CORP
Form 10-K for
Fiscal Year Ended May 31, 2020
Filed July 27, 2020
Form 8-K filed on
December 17, 2020
File No. 0-19860
Dear Mr. Cleary:
We have reviewed your filings and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended May 31, 2020
Financial Statements
Note 10 - Goodwill and Other Intangibles, page 59
1. We note your disclosure
states that a reporting unit with $66.7 million of goodwill has a
fair value that
"reasonably exceeds" its carrying value. Please modify your disclosure to
state, if true, that
the fair values of your reporting units substantially exceed their carrying
values. To the extent
any reporting unit's fair value does not substantially exceed its
carrying value, please
disclose the amount of goodwill allocated to that reporting unit, the
amount or percentage by
which fair value exceeds carrying value, and the related
reportable segment.
Please also disclose and discuss the key assumptions you used to
estimate fair value,
the degree of uncertainty associated with the key assumptions, and
potential events and/or
changes in circumstances that could reasonably be expected to
negatively affect the
key assumptions.
Kenneth Cleary
SCHOLASTIC CORP
January 29, 2021
Page 2
Form 8-K filed on December 17, 2020
Exhibit 99.1, page 1
2. We note the tabular reconciliations in your earnings release where you
reconcile non-
GAAP financial measures to the most directly comparable GAAP measures
appear to
essentially represent full non-GAAP statements of operations. Please
explain why you
believe your disclosures comply with Question 102.10 of the Compliance
and
Disclosure Interpretations on Non-GAAP Financial Measures or revise
your disclosures in
future filings.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Kevin Stertzel at (202) 551-3723 or or Anne McConnel at
(202) 551-
3709 if you have questions regarding comments on the financial statements and
related matters.
FirstName LastNameKenneth Cleary Sincerely,
Comapany NameSCHOLASTIC CORP
Division of
Corporation Finance
January 29, 2021 Page 2 Office of
Manufacturing
FirstName LastName