UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2005 
Commission File No. 000-19860 

      SCHOLASTIC CORPORATION
(Exact name of Registrant as specified in its charter)

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

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

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
X   No _

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
X    Accelerated filer _   Non-accelerated filer _

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes _   No
X

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Title    Number of shares outstanding 
of each class    as of December 30, 2005 
 
Common Stock, $.01 par value 
  40,149,763 
Class A Stock, $.01 par value 
  1,656,200 


SCHOLASTIC CORPORATION
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2005
INDEX


   
Part I - Financial Information  Page 
       
Item 1.    Financial Statements   
       
    Condensed Consolidated Statements of Operations - Unaudited for the   
    Three and Six Months Ended November 30, 2005 and 2004  1 
       
    Condensed Consolidated Balance Sheets - November 30,   
    2005 and 2004 - Unaudited; and May 31, 2005  2 
       
    Consolidated Statements of Cash Flows - Unaudited for the Six   
    Months Ended November 30, 2005 and 2004  3 
       
    Notes to Condensed Consolidated Financial Statements - Unaudited  4 
       
Item 2.    Management’s Discussion and Analysis of Financial Condition   
    and Results of Operations  17 
       
Item 3.    Quantitative and Qualitative Disclosures about Market Risk  25 
       
Item 4.    Controls and Procedures  26 
   
Part II - Other Information   
       
Item 4.    Submission of Matters to a Vote of Security Holders  27 
       
Item 6. 
  Exhibits  28 
       
Signatures 
    29 






PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

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

 
   Three months ended
     Six months ended
       November 30,      November 30,




  2005    2004    2005    2004   









      Restated        Restated   
 
 Revenues  $  696.7    $ 683.3    $  1,195.1    $  1,007.0   
 
 Operating costs and expenses:                 
       Cost of goods sold  298.3    301.1    591.3    477.5   
       Selling, general and administrative expenses  251.2    225.6    453.6    410.4   
       Bad debt expense  15.1    19.6    27.7    35.8   
       Depreciation and amortization  16.8    15.1    32.4    30.8   









 
 Total operating costs and expenses  581.4    561.4    1,105.0    954.5   
 
 Operating income  115.3    121.9    90.1    52.5   
 
 Interest expense, net  9.1    9.5    17.6    18.3   









 
 Earnings before income taxes  106.2    112.4    72.5    34.2   
 
 Provision for income taxes  39.3    39.9    26.8    12.2   









 
 Net income  $  66.9    $ 72.5    $  45.7    $  22.0   









 
 Basic and diluted earnings per Share of Class A and                 
         Common Stock:                 
             Basic  $ 1.62    $  1.83    $  1.12    $  0.56   
             Diluted  $  1.59    $  1.80    $  1.10    $  0.55   








 
 
See accompanying notes                 

1


 SCHOLASTIC CORPORATION       
 CONDENSED CONSOLIDATED BALANCE SHEETS      
 (Amounts in millions, except per share data)       

  November 30, 2005
May 31, 2005
November 30, 2004

  (Unaudited)   (Unaudited)  
 ASSETS      Restated  
       Current Assets:       
           Cash and cash equivalents  $ 249.3   $   110.6   $ 27.1  
           Accounts receivable, net  308.3   269.6   321.0  
           Inventories  472.3   404.9   472.7  
           Deferred promotion costs  41.9   38.6   40.7  
           Deferred income taxes  75.0   71.7   74.6  
           Prepaid expenses and other current assets  54.8   43.9   45.8  







                 Total current assets  1,201.6   939.3   981.9  
 
           Property, plant and equipment, net  396.0   392.7   394.6  
           Prepublication costs  117.6   120.2   115.0  
           Installment receivables, net  11.1   10.6   12.2  
           Royalty advances  55.9   54.4   55.8  
           Production costs  7.4   9.7   8.2  
           Goodwill  253.4   254.2   251.4  
           Other intangibles  78.5   78.7   78.8  
           Other assets and deferred charges  64.8   71.6   68.4  







 Total assets  $ 2,186.3   $ 1,931.4   $ 1,966.3  







 
LIABILITIES AND STOCKHOLDERS’ EQUITY 
     
       Current Liabilities:       
           Lines of credit and short-term debt  41.4   24.9   34.2  
           Capital lease obligations  10.5   11.0   11.4  
           Accounts payable  164.4   141.4   151.0  
           Accrued royalties  114.0   40.1   40.4  
           Deferred revenue  49.9   22.9   57.4  
           Other accrued expenses  175.3   134.5   137.8  







                 Total current liabilities  555.5   374.8   432.2  
 
       Noncurrent Liabilities:       
           Long-term debt  473.5   476.5   528.5  
           Capital lease obligations  64.4   63.4   63.6  
           Other noncurrent liabilities  84.9   79.6   60.8  







                 Total noncurrent liabilities  622.8   619.5   652.9  
 
       Commitments and Contingencies  -   -   -  
 
       Stockholders’ Equity:       
           Preferred Stock, $1.00 par value  -   -   -  
           Class A Stock, $.01 par value  0.0   0.0   0.0  
           Common Stock, $.01 par value  0.4   0.4   0.4  
           Additional paid-in capital  453.8   424.0   392.7  
           Deferred compensation  (1.9 )  (2.1 )  (0.4 ) 
           Accumulated other comprehensive loss  (33.3 )  (28.5 )  (12.5 ) 
           Retained earnings  589.0   543.3   501.0  







               Total stockholders’ equity  1,008.0   937.1   881.2  







 Total liabilities and stockholders’ equity  $ 2,186.3   $ 1,931.4   $ 1,966.3  







 







See accompanying notes       

2


SCHOLASTIC CORPORATION  
CONSOLIDATED STATEMENTS OF CASH FLOWS – UNAUDITED  
(Amounts in millions)    




 
Six months ended
 
  November 30,  




 
2005
 
2004
 







   
Restated
 
 Cash flows provided by operating activities:     
     Net income  $ 45.7   $ 22.0  
     Adjustments to reconcile net income to net cash     
         provided by operating activities:     
           Provision for losses on accounts receivable  27.7   35.8  
           Amortization of prepublication and production costs 
37.5   32.4  
           Depreciation and amortization  32.4   30.8  
           Royalty advances expensed  13.2   6.2  
           Deferred income taxes  (1.3 )  (1.9 ) 
           Non-cash interest expense  0.8   0.6  
           Changes in assets and liabilities:     
                   Accounts receivable, net  (66.9 )  (86.4 ) 
                   Inventories  (66.2 )  (62.7 ) 
                   Prepaid expenses and other current assets 
(10.0 )  (1.8 ) 
                   Deferred promotion costs 
(2.5 )  1.1  
                   Accounts payable and other accrued expenses 
73.3   7.2  
                   Accrued royalties  73.9   9.6  
                   Deferred revenue  26.4   33.4  
           Tax benefit realized from employee stock-based plans 
4.7   0.3  
           Other, net  (2.8 )  5.1  







 Total adjustments  140.2   9.7  







     Net cash provided by operating activities  185.9   31.7  
 Cash flows used in investing activities:     
     Prepublication expenditures  (24.1 )  (26.0 ) 
     Additions to property, plant and equipment  (30.7 )  (21.4 ) 
     Royalty advances  (14.8 )  (14.0 ) 
     Production expenditures  (8.4 )  (7.8 ) 
     Acquisition-related payments  (3.3 )  -  







     Net cash used in investing activities  (81.3 )  (69.2 ) 
 Cash flows provided by financing activities:     
     Borrowings under Credit Agreement and Revolver  210.8   305.0  
     Repayments of Credit Agreement and Revolver  (210.8 )  (268.2 ) 
     Repurchase of 5.75% Notes  (2.0 )  -  
     Borrowings under lines of credit  106.3   115.5  
     Repayments of lines of credit  (89.2 )  (105.9 ) 
     Payments on capital lease obligations  (5.9 )  (4.5 ) 
     Proceeds pursuant to employee stock-based plans  24.8   4.3  
     Other  -   0.2  







     Net cash provided by financing activities  34.0   46.4  







     Effect of exchange rate changes on cash  0.1   0.4  







     Net increase in cash and cash equivalents  138.7   9.3  
     Cash and cash equivalents at beginning of period  110.6   17.8  







 Cash and cash equivalents at end of period  $ 249.3   $ 27.1  







 







See accompanying notes     

3


SCHOLASTIC CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
(Amounts in millions, except per share data)

1.   Basis of Presentation

The accompanying condensed consolidated financial statements consist of the accounts of Scholastic Corporation (the “Corporation”) and all wholly-owned subsidiaries (collectively “Scholastic” or the “Company”). These financial statements have not been audited but reflect those adjustments consisting of normal recurring items that management considers necessary for a fair presentation of financial position, results of operations and cash flow. These financial statements should be read in conjunction with the consolidated financial statements and related notes in the Annual Report on Form 10-K for the fiscal year ended May 31, 2005.

The Company’s business is closely correlated to the school year. Consequently, the results of operations for the three and six months ended November 30, 2005 and 2004 are not necessarily indicative of the results expected for the full year. Due to the seasonal fluctuations that occur, the November 30, 2004 condensed consolidated balance sheet is included for comparative purposes.

The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements involves the use of estimates and assumptions by management, which affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business factors, and various other assumptions believed to be reasonable under the circumstances, all of which are necessary in order to form a basis for determining the carrying values of assets and liabilities. Actual results may differ from those estimates and assumptions. On an on-going basis, the Company evaluates the adequacy of its reserves and the estimates used in calculations, including, but not limited to: collectability of accounts receivable and installment receivables; sales returns; amortization periods; pension obligations; and recoverability of inventories, deferred promotion costs, deferred income taxes and tax reserves, prepublication costs, royalty advances, goodwill and other intangibles.

Certain prior year amounts have been reclassified to conform to the current year presentation.

Stock-Based Compensation

Under the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation,” the Company applies Accounting Principles Board Opinion (“APB”) No. 25, “Accounting for Stock Issued to Employees,” and related interpretations in accounting for its stock-based benefit plans. In accordance with APB No. 25, no compensation expense was recognized with respect to the Company’s stock-based benefit plans, as the exercise price of each stock option issued was equal to the market price of the underlying stock on the date of grant and the exercise price and number of shares subject to grant were fixed. If the Company had elected to recognize compensation expense based on the fair value of the options granted at the date of grant and in respect to shares issuable under the Company’s equity compensation plans as prescribed by SFAS No. 123, net income and basic and diluted earnings per share would have been reduced to the pro forma amounts indicated in the following table:

4


SCHOLASTIC CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
(Amounts in millions, except per share data)


 
Three months ended 
Six months ended 
  November 30,  November 30, 



 
2005 
2004 
2005 
2004 

 
Restated 
Restated 
 
Net income – as reported 
$ 66.9
$ 72.5 
$ 45.7 
$ 22.0 
Add: Stock-based employee compensation included in 
   reported net income, net of tax 
      0.1 
      0.1 
      0.3 
      0.2 
Deduct: Total stock-based employee compensation expense 
   determined under fair value-based method, net of tax 
      2.7 
      2.9 
      5.4 
      6.0 





Net income – pro forma
$ 64.3 
$ 69.7 
 
$ 40.6 
$ 16.2





 
Earnings per share – as reported: 
   Basic 
$ 1.62 
$ 1.83 
$  1.12 
$ 0.56 
   Diluted 
$ 1.59 
$ 1.80 
$  1.10 
$ 0.55 
 
Earnings per share – pro forma: 
   Basic 
$ 1.56 
$ 1.76 
$ 1.00 
$ 0.41 
   Diluted 
$ 1.53 
$ 1.73 
$ 0.98 
$ 0.40 





 
New Accounting Pronouncements         

In December 2004, the Financial Accounting Standards Board (the “FASB”) issued SFAS No.123 (revised 2004), “Share-Based Payment” (“SFAS No. 123R”), which requires companies to expense the fair value of all share-based payments as currently permitted, but not required, under SFAS No. 123. SFAS No. 123R will be effective for the Company commencing June 1, 2006. Retroactive application of the fair value recognition provisions of SFAS No. 123 is permitted, but not required. Alternatively, a company may use the modified prospective transition method for application of SFAS No. 123R. Under this method, compensation cost is recognized for all share-based payments granted, modified or settled after the date of adoption based on their grant-date fair value. For awards granted prior to the adoption date, the compensation cost of any unvested portion is recognized over the remaining service period. The Company intends to use the modified prospective transition method to adopt SFAS No. 123R and is currently evaluating the impact that the adoption of SFAS No. 123R will have on its financial position, results of operations and cash flows.

5


SCHOLASTIC CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
(Amounts in millions, except per share data)

2.   Restatement of Previously Issued Consolidated Financial Statements

As a result of a comprehensive review of its lease accounting in the fourth quarter of fiscal 2005, the Company determined that it was appropriate to restate its previously issued annual and interim consolidated financial statements. The restatement was principally attributable to the treatment of certain leases previously classified as operating leases that should have been classified as capital leases and certain other operating leases that previously did not reflect future payment escalation clauses in determining rent expense. The classification of certain capital leases as operating leases principally had the effect of excluding assets subject to capital leases and the related capital lease obligations from the Company’s Consolidated Balance Sheet and treating rental payments as rent expense, rather than as interest expense and principal payments on capital lease obligations. Also, not considering future payment escalation clauses in determining rent expense for certain operating leases principally had the effect of understating rent expense in the early periods of the lease agreements and overstating rent expense in the later periods of the lease agreements.

The Company has revised its accounting for these leasing transactions and restated its previously issued annual and interim Consolidated Financial Statements in its Annual Report on Form 10-K for the fiscal year ended May 31, 2005 to appropriately classify its leases and to appropriately reflect future payment escalation clauses in determining rent expense.

The following is a summary of the impact of the restatement on the Company’s Condensed Consolidated Statements of Operations for the three and six months ended November 30, 2004:

 
As Previously Reported (1) 
Adjustments
As Restated 







Condensed Consolidated Statement of Operations 
         
         Three Months Ended November 30, 2004 
         
   Selling, general and administrative expenses 
$ 229.6 
  $ (4.0 )  $ 225.6   
   Depreciation and amortization 
12.6 
  2.5   15.1   
   Operating income 
120.4 
  1.5   121.9   
   Interest expense, net 
7.7 
  1.8   9.5   
   Earnings before income taxes 
112.7 
  (0.3 )  112.4   
   Provision for income taxes 
40.0 
  (0.1 )  39.9   
   Net income 
72.7 
  (0.2 )  72.5   
 
   Earnings per share of Class A and Common Stock:           
         Basic 
1.83 
  0.00   1.83   
         Diluted 
1.80 
  0.00   1.80   
 
Condensed Consolidated Statement of Operations 
       
         Six Months Ended November 30, 2004 
       
   Selling, general and administrative expenses 
$ 418.3 
  $ (7.9 )  $ 410.4   
   Depreciation and amortization 
26.0 
  4.8   30.8   
   Operating income 
49.4 
  3.1   52.5   
   Interest expense, net 
14.7 
  3.6   18.3   
   Earnings before income taxes 
34.7 
  (0.5 )  34.2   
   Provision for income taxes 
12.3 
  (0.1 )  12.2   
   Net income 
22.4 
  (0.4 )  22.0   
 
   Earnings per share of Class A and Common Stock: 
       
         Basic 
0.56 
  0.00   0.56   
         Diluted 
0.56 
  (0.01 )  0.55   







         (1) Certain prior year amounts have been reclassified to conform to the current year presentation. 

6


SCHOLASTIC CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
(Amounts in millions, except per share data)

The following is a summary of the impact of the restatement on the Company’s Condensed Consolidated Balance Sheet at November 30, 2004 and the Consolidated Statement of Cash Flows for the six months ended November 30, 2004:

  As Previously Reported (1) 
Adjustments
As Restated 


 
Condensed Consolidated Balance Sheet as of 
         
         November 30, 2004           
     Property, plant and equipment, net  $ 332.4    $ 62.2   $ 394.6   
     Other assets and deferred charges  61.9    6.5   68.4   
     Total assets  1,897.6    68.7   1,966.3   
 
     Capital lease obligations - current  -    11.4   11.4   
     Total current liabilities  420.8    11.4   432.2   
 
     Capital lease obligations – non-current  -    63.6   63.6   
     Other noncurrent liabilities  56.1    4.7   60.8   
     Total noncurrent liabilities  584.6    68.3   652.9   
 
     Retained earnings  512.0    (11.0 )  501.0   
     Total stockholders’ equity  892.2    (11.0 )  881.2   
 
     Total liabilities and stockholders’ equity  $ 1,897.6    $ 68.7   $ 1,966.3   
 
Consolidated Statement of Cash Flows –           
         Six Months Ended November 30, 2004           
     Net cash provided by operating activities  $ 27.2    $ 4.5   $ 31.7   
     Net cash provided by financing activities  50.9    (4.5 )  46.4   







 
     (1) Certain prior year amounts have been reclassified to conform to the current year presentation.
 

7


SCHOLASTIC CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
(Amounts in millions, except per share data)

3.   Segment Information

Scholastic is a global children’s publishing and media company. The Company distributes its products and services through a variety of channels, including school-based book clubs, school-based book fairs, school-based and direct-to-home continuity programs, retail stores, schools, libraries, the internet and television networks. The Company categorizes its businesses into four operating segments: Children’s Book Publishing and Distribution; Educational Publishing; Media, Licensing and Advertising (which collectively represent the Company’s domestic operations); and International. This classification reflects the nature of products and services consistent with the method by which the Company’s chief operating decision-maker assesses operating performance and allocates resources. Revenues and gross margin related to a segment’s products sold or services rendered through another segment’s distribution channel are reallocated to the segment originating the products or services.

  • Children’s Book Publishing and Distribution includes the publication and distribution of children’s books in the United States through school-based book clubs and book fairs, school-based and direct-to-home continuity programs and the trade channel.


  • Educational Publishing includes the publication and distribution to schools and libraries of educational technology products, curriculum materials, children’s books, classroom magazines and print and on-line reference and non-fiction products for grades pre-kindergarten to 12 in the United States.


  • Media, Licensing and Advertising includes the production and/or distribution of software in the United States; the production and/or distribution, primarily by and through the Company’s subsidiary, Scholastic Entertainment Inc., of programming and consumer products (including children’s television programming, videos, software, feature films, promotional activities and non-book merchandise); and advertising revenue, including sponsorship programs.


  • International includes the publication and distribution of products and services outside the United States by the Company’s international operations, and its export and foreign rights businesses.
  • 8


    SCHOLASTIC CORPORATION
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
    (Amounts in millions, except per share data)

    The following table sets forth information for the Company’s segments for the periods indicated. In the fourth quarter of fiscal 2005, the Company reviewed the estimated Cost of goods sold related to products originated by the Media, Licensing and Advertising segment that are sold through channels included in the Children’s Book Publishing and Distribution segment. The Company determined that actual costs were lower and gross margins higher on these products than was previously estimated. As a result, the prior period inter-segment allocations were adjusted (the “Segment Reallocation”), resulting in higher gross margin and profits in the Media, Licensing and Advertising segment with an offsetting decrease in gross margin and profits in the Children’s Book Publishing and Distribution segment. Prior year segment results have been reclassified to reflect this reallocation.

      Children’s                       
      Book        Media,               
      Publishing        Licensing               
      and    Educational    and     
    Total 
           
      Distribution    Publishing    Advertising    Overhead (1)  
    Domestic 
      International    Consolidated 















    Three months ended                         
    November 30, 2005                         















     
     Revenues   
    $ 424.2 
         
    $ 99.2 
         
    $ 51.9 
          $ 0.0       $ 575.3        121.4        $ 696.7 
     Bad debt 
    11.7 
    0.8 
    0.1 
      0.0   12.6    2.5    15.1 
     Depreciation and 
                 
       amortization 
    5.8 
    1.3 
    0.7 
      7.3   15.1    1.7    16.8 
     Amortization (2) 
    4.1 
    8.0 
    6.5 
      0.0   18.6    0.5    19.1 
     Royalty advances 
                 
       expensed 
    7.3 
    0.6 
    0.3 
      0.0   8.2    0.3    8.5 
     Segment profit (loss) (3) 
    88.6 
    21.6 
    7.7 
      (15.4 ) 102.5    12.8    115.3 
     Expenditures for 
                 
       long-lived assets (4) 
    16.4 
    7.4 
    2.4 
      8.6   34.8    3.7    38.5 
















     Three months ended                         
     November 30, 2004                         
     Restated                         















     
     Revenues   
    $ 425.0 
    $ 94.5 
    $ 47.6 
      $ 0.0   $ 567.1    $ 116.2    $ 683.3 
     Bad debt 
    16.6 
    0.3 
    0.3 
      0.0   17.2    2.4    19.6 
     Depreciation and 
                 
       amortization 
    3.3 
    0.8 
    0.4 
      9.1   13.6    1.5    15.1 
     Amortization (2) 
    4.0 
    8.6 
    5.2 
      0.0   17.8    0.3    18.1 
     Royalty advances 
                 
       expensed 
    0.1 
    0.0 
    0.1 
      0.0   0.2    0.3    0.5 
     Segment profit (loss) (3) 
    90.9 
    21.5 
    8.5 
      (18.2 ) 102.7    19.2    121.9 
     Expenditures for 
                 
       long-lived assets (4) 
    14.7 
    10.2 
    4.8 
      5.8   35.5    2.0    37.5 


    9


    SCHOLASTIC CORPORATION
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
    (Amounts in millions, except per share data)

                             
      Children’s                       
      Book        Media,               
      Publishing        Licensing               
      and    Educational    and     
    Total 
           
      Distribution    Publishing    Advertising    Overhead(1)  
    Domestic 
      International    Consolidated 















    Six months ended                         
    November 30, 2005                         















     
    Revenues   
    $ 699.5 
      $ 227.5   
    $ 70.0 
      $   0.0   $ 997.0    $ 198.1    $ 1,195.1 
    Bad debt 
    21.6 
      1.4   
    0.2 
      0.0   23.2    4.5    27.7 
    Depreciation and amortization 
    9.3 
      2.1   
    1.1 
      16.6   29.1    3.3    32.4 
    Amortization (2) 
    8.2 
      15.9   
    12.4 
      0.0   36.5    1.0    37.5 
    Royalty advances expensed 
    11.1 
      1.0   
    0.4 
      0.0   12.5    0.7    13.2 
    Segment profit (loss) (3) 
    68.9 
      49.1   
    2.0 
      (37.2 82.8    7.3    90.1 
    Segment assets 
    840.4 
      316.6   
    76.7 
      630.9   1,864.6    321.7    2,186.3 
    Goodwill 
    130.6 
      82.5   
    9.8 
      0.0   222.9    30.5    253.4 
    Expenditures for long-lived assets (4) 
    37.9 
      14.7   
    8.5 
      13.7   74.8    6.5    81.3 
    Long-lived assets (5) 
    330.0 
      183.2   
    34.9 
      291.3   839.4    106.9    946.3 

     

     Six months ended                         
     November 30, 2004                         
     Restated                         















     
    Revenues   
    $ 546.8 
      $ 212.7   
    $ 59.5 
      $   0.0   $ 819.0    $ 188.0    $ 1,007.0 
    Bad debt 
    30.3 
      0.6   
    0.4 
      0.0   31.3    4.5    35.8 
    Depreciation and amortization 
    6.8 
      1.6   
    0.9 
      18.5   27.8    3.0    30.8 
    Amortization (2) 
    8.1 
      16.9   
    6.9 
      0.0   31.9    0.5    32.4 
    Royalty advances expensed 
    4.6 
      0.3   
    0.3 
      0.0   5.2    1.0    6.2 
    Segment profit (loss) (3) 
    26.9 
      43.8   
    2.3 
      (36.7 36.3    16.2    52.5 
    Segment assets 
    830.4 
      318.7   
    70.9 
      415.9   1,635.9    330.4    1,966.3 
    Goodwill 
    127.9 
      82.5   
    10.7 
      0.0   221.1    30.3    251.4 
    Expenditures for long-lived assets (4) 
    31.6 
      16.9   
    8.6 
      8.0   65.1    4.1    69.2 
    Long-lived assets (5) 
    316.3 
      184.1   
    36.2 
      297.3   833.9    107.4    941.3 
















    (1)      Overhead includes all domestic corporate amounts not allocated to reportable segments, which includes unallocated expenses and costs related to the management of corporate assets. Unallocated assets are principally comprised of deferred income taxes and property, plant and equipment related to the Company’s headquarters in the metropolitan New York area, the fulfillment and distribution facilities located in Missouri and Arkansas, and an industrial/office building complex in Connecticut.
     
    (2) Includes amortization of prepublication and production costs.
     
    (3) Segment profit (loss) represents earnings (loss) before interest expense, net and income taxes. The impact on segment profit (loss) of the Segment Reallocation for the three and six months ended November 30, 2004 was a decrease in Children’s Book Publishing and Distribution segment profit of $5.0 and an increase in Media, Licensing and Advertising segment profit of $5.0. For the six months ended November 30, 2004, the Children’s Book Publishing and Distribution segment’s operating profit reflects a charge of $3.6, primarily due to severance costs related to the Company’s fiscal 2004 review of its continuity business.
     
    (4) Includes expenditures for property, plant and equipment, investments in prepublication and production costs, royalty advances and acquisitions of, and investments in, businesses.
     
    (5) Includes property, plant and equipment, prepublication costs, goodwill, other intangibles, royalty advances, production costs and long-term investments.
     

    10


    SCHOLASTIC CORPORATION
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
    (Amounts in millions, except per share data)

    The following table separately sets forth information for the periods indicated for the United States direct-to-home portion of the Company’s continuity programs, which consist primarily of the business formerly operated by Grolier Incorporated (“Grolier”) and are included in the Children’s Book Publishing and Distribution segment, and for all other businesses included in the segment:


    Three months ended                   
    November 30,                   












       
    Direct-to-home
    All Other
    Total 
       
    2005
    2004
    2005 
    2004
    2005 
    2004 
          Restated       Restated       Restated 
    Revenues    $ 30.0     $  39.4  
    $ 394.2 
      $ 385.6     $  424.2     
    $  425.0 
    Bad debt    7.9   10.7  
    3.8 
      5.9   11.7    16.6 
    Depreciation and amortization    0.6   0.3  
    5.2 
      3.0   5.8    3.3 
    Amortization (1)    0.3   0.2  
    3.8 
      3.8   4.1    4.0 
    Royalty advances expensed    0.8   0.4  
    6.5 
      (0.3 7.3    0.1 
    Business profit (loss) (2)    (4.6 (0.3
    93.2 
      91.2   88.6    90.9 
    Expenditures for long-lived assets (3)    1.6   1.7  
    14.8 
      13.0   16.4    14.7 

                           












    Six months ended                   
    November 30,                   












       
    Direct-to-home
      All Other  
    Total 
        2005   2004   2005    2004   2005    2004 
          Restated       Restated       Restated 
    Revenues      $  58.4     $  80.6  
    $ 641.1 
        $  466.2     $  699.5       $      546.8 
    Bad debt    14.5   20.8  
    7.1 
      9.5   21.6    30.3 
    Depreciation and amortization    0.8   0.4  
    8.5 
      6.4   9.3    6.8 
    Amortization (1)    0.6   0.6  
    7.6 
      7.5   8.2    8.1 
    Royalty advances expensed    0.4   0.9  
    10.7 
      3.7   11.1    4.6 
    Business profit (loss) (2)    (10.8 (4.9
    79.7 
      31.8   68.9    26.9 
    Business assets    238.1   236.7  
    602.3 
      593.7   840.4    830.4 
    Goodwill    92.4   92.4  
    38.2 
      35.5   130.6    127.9 
    Expenditures for long-lived assets (3)    3.0   4.2  
    34.9 
      27.4   37.9    31.6 
    Long-lived assets (4)    144.4   145.8  
    185.6 
      170.5   330.0    316.3 


    (1)      Includes amortization of prepublication and production costs.
     
    (2) Business profit (loss) represents profit (loss) before interest expense, net and income taxes. For the six months ended November 30, 2004, Direct-to-home includes a charge of $3.6, primarily due to severance costs related to the Company’s fiscal 2004 review of its continuity business.
     
    (3) Includes expenditures for property, plant and equipment, investments in prepublication costs, royalty advances and acquisitions of businesses.
     
    (4) Includes property, plant and equipment, prepublication costs, goodwill, other intangibles and royalty advances.
     

    11


    SCHOLASTIC CORPORATION
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

    (Amounts in millions, except per share data)

    4. Debt               
     
    The following summarizes debt at the dates indicated:            
                 










       
    November 30, 2005
    May 31, 2005
    November 30, 2004










     
    Lines of Credit    $ 41.3     $ 24.7     33.6  
    Credit Agreement and Revolver    -     -       51.1  
    5.75% Notes due 2007, net of premium    300.4     303.5       304.5  
    5.00% Notes due 2013, net of discount    173.1     173.0       172.9  
    Other debt    0.1     0.2       0.6  













       Total debt    514.9     501.4       562.7  
    Less lines of credit and short-term debt    (41.4   (24.9     (34.2













    Total long-term debt    $  473.5     $  476.5     528.5  














    The following table sets forth the maturities of the Company’s debt obligations as of November 30, 2005 for the remainder of fiscal 2006 and thereafter:

    Six-month period ending May 31:   
    2006  $ 20.7 
    Fiscal years ending May 31:   
    2007  321.1 
    2008 
    2009 
    2010 
    Thereafter  173.1 



     
    Total debt  $  514.9 




    Lines of Credit

    Scholastic Corporation’s international subsidiaries had unsecured lines of credit available in local currencies equivalent to $76.4, in the aggregate, at November 30, 2005, as compared to $64.8 at November 30, 2004 and $61.8 at May 31, 2005. There were borrowings outstanding under these lines of credit equivalent to $41.3 at November 30, 2005, as compared to $33.6 at November 30, 2004 and $24.7 at May 31, 2005. These lines of credit are considered short-term in nature. The weighted average interest rates on the outstanding amounts were 5.5% and 5.6% at November 30, 2005 and 2004, respectively, and 5.4% at May 31, 2005.

    Credit Agreement

    On March 31, 2004, Scholastic Corporation and Scholastic Inc. entered into an unsecured revolving credit agreement with certain banks (the “Credit Agreement”), which replaced a similar loan agreement that was scheduled to expire in August 2004. The Credit Agreement, which expires on March 31, 2009, provides for aggregate borrowings of up to $190.0 (with a right in certain circumstances to increase borrowings to $250.0), including the issuance of up to $10.0 in letters of credit. Interest under this facility is either at the prime rate or at a rate equal to 0.325% to 0.975% over LIBOR (as

    12


    SCHOLASTIC CORPORATION
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

    (Amounts in millions, except per share data)


    defined). There is a facility fee ranging from 0.10% to 0.30% and a utilization fee ranging from 0.05% to 0.25% if borrowings exceed 50% of the total facility. The amounts charged vary based upon the Company’s credit rating. The interest rate, facility fee and utilization fee (when applicable) as of November 30, 2005 were 0.675% over LIBOR, 0.20% and 0.125%, respectively. The Credit Agreement contains certain financial covenants related to debt and interest coverage ratios (as defined) and limits dividends and other distributions. There were no borrowings outstanding under the Credit Agreement at November 30, 2005 and May 31, 2005. At November 30, 2004, $45.0 was outstanding under the Credit Agreement at a weighted average interest rate of 2.5% .

    Revolver

    Scholastic Corporation and Scholastic Inc. are joint and several borrowers under an unsecured revolving loan agreement with a bank (the “Revolver”). As amended effective April 30, 2004, the Revolver provides for unsecured revolving credit of up to $40.0 and expires on March 31, 2009. Interest under this facility is either at the prime rate minus 1% or at a rate equal to 0.375% to 1.025% over LIBOR (as defined). There is a facility fee ranging from 0.10% to 0.30% . The amounts charged vary based upon the Company’s credit rating. The interest rate and facility fee as of November 30, 2005 were 0.725% over LIBOR and 0.20%, respectively. The Revolver contains certain financial covenants related to debt and interest coverage ratios (as defined) and limits dividends and other distributions. There were no borrowings outstanding under the Revolver at November 30, 2005 and May 31, 2005. At November 30, 2004, $6.1 was outstanding under the Revolver at a weighted average interest rate of 2.4% .

    5.75% Notes due 2007

    In January 2002, Scholastic Corporation issued $300.0 of 5.75% Notes (the “5.75% Notes”). The 5.75% Notes are senior unsecured obligations that mature on January 15, 2007. Interest on the 5.75% Notes is payable semi-annually on July 15 and January 15 of each year. The Company may, at any time, redeem all or a portion of the 5.75% Notes at a redemption price (plus accrued interest to the date of redemption) equal to the greater of (i) 100% of the principal amount, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest discounted to the date of redemption. Through November 30, 2005, the Company had repurchased $2.0 of the 5.75% Notes on the open market.

    5% Notes due 2013

    In April 2003, Scholastic Corporation issued $175.0 of 5% Notes (the “5% Notes”). The 5% Notes are senior unsecured obligations that mature on April 15, 2013. Interest on the 5% Notes is payable semi-annually on April 15 and October 15 of each year. The Company may at any time redeem all or a portion of the 5% Notes at a redemption price (plus accrued interest to the date of the redemption) equal to the greater of (i) 100% of the principal amount, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest discounted to the date of redemption.

    13


    SCHOLASTIC CORPORATION
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

    (Amounts in millions, except per share data)

    5. Comprehensive Income

    The following table sets forth comprehensive income for the periods indicated:

     
    Three months ended 
    Six months ended 
     
    November 30, 
    November 30, 





      2005    2004        2005     2004 










          Restated        Restated 
     
    Net income    $ 66.9   $ 72.5    $ 45.7     $ 22.0 
     
    Other comprehensive income / (loss) - foreign               
           currency translation adjustment  1.5    9.3    (4.8   9.0 










     
    Comprehensive income    $ 68.4    $ 81.8    40.9     $ 31.0 










     
    6. Earnings Per Share               

    Basic earnings per share is computed by dividing net income by the weighted average Shares of Class A Stock and Common Stock outstanding during the period. Diluted earnings per share is calculated to give effect to potentially dilutive options to purchase Common Stock issued pursuant to the Company’s stock-based benefit plans that were outstanding during the period. The following table summarizes the reconciliation of the numerators and denominators for the basic and diluted earnings per share computation for the periods indicated:

       
    Three months ended 
    Six months ended 
       
    November 30, 
    November 30, 





        2005    2004    2005    2004 









            Restated        Restated 
    Net income for basic and diluted earnings                 
       per share    $ 66.9    $ 72.5    $ 45.7    $ 22.0 









     
    Weighted average Shares of Class A Stock and                 
       Common Stock outstanding for basic earnings                 
       per share    41.3    39.7    40.8    39.7 
    Dilutive effect of Class A Stock and Common Stock 
                   
         potentially issued pursuant to stock-based benefit plans    0.7    0.7    0.8    0.5 









     
    Adjusted weighted average Shares of Class A Stock 
                   
         and Common Stock outstanding for diluted                 
         earnings per share    42.0    40.4    41.6    40.2 









     
    Earnings per share of Class A Stock and                 
         Common Stock:                 
     
       Basic    $ 1.62    $ 1.83    $ 1.12    $ 0.56 
       Diluted    $ 1.59    $ 1.80    $ 1.10    $ 0.55 










    14


    SCHOLASTIC CORPORATION
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

    (Amounts in millions, except per share data)

    7. Goodwill and Other Intangibles

    Goodwill and other intangible assets with indefinite lives are reviewed for impairment annually, or more frequently if impairment indicators arise.

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














       
    Six months ended
    Twelve months ended
    Six months ended 
       
    November 30, 2005
    May 31, 2005
    November 30, 2004 













    Beginning balance      $ 254.2       $ 249.7       $ 249.7   
    Additions due to acquisitions    -     6.0      
    Other adjustments    (0.8   (1.5   1.7   













    Ending balance      $ 253.4       $ 254.2       $ 251.4   














    In the twelve months ended May 31, 2005, Additions due to acquisitions includes the purchase price for the acquisition of Chicken House Publishing Ltd. and the accrual of a final payment related to the fiscal 2002 acquisition of Klutz.

    The following table summarizes Other intangibles subject to amortization at the dates indicated:











     
    November 30, 2005
    May 31, 2005
    November 30, 2004










    Customer lists    $ 3.0     $ 3.0     $ 2.9  
    Accumulated amortization  (2.8 (2.8 (2.7










     Net customer lists  0.2   0.2   0.2  










    Other intangibles  4.0   4.0   4.0  
    Accumulated amortization  (2.8 (2.6 (2.5










     Net other intangibles  1.2   1.4   1.5  










    Total    $ 1.4     $ 1.6     $ 1.7  











    Amortization expense for Other intangibles totaled $0.1 and $0.2 for the three and six months ended November 30, 2005, respectively, $0.1 for each of the three and six months ended November 30, 2004, and $0.3 for the twelve months ended May 31, 2005. Amortization expense for these assets is currently estimated to total $0.3 for the fiscal year ending May 31, 2006, and $0.2 for each of the fiscal years ending May 31, 2007 through 2010. The weighted average amortization periods for these assets by major asset class are two years and twelve years for customer lists and other intangibles, respectively.

    The following table summarizes Other intangibles not subject to amortization at the dates indicated:











     
    November 30, 2005 
    May 31, 2005 
    November 30, 2004 










    Net carrying value by major class: 
               
         Titles    $ 31.0    $ $ 31.0     
    $ 31.0 
     
         Licenses  17.2    17.2   
    17.2 
     
         Major sets  11.4    11.4   
    11.4 
     
         Trademarks and other  17.5    17.5   
    17.5 
     










    Total    $ 77.1      $ 77.1     
    $ 77.1 
     











    15


    SCHOLASTIC CORPORATION
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

    (Amounts in millions, except per share data)

    8. Pension and Other Post-Retirement Benefits

    The following table sets forth components of the net periodic benefit costs under the Company’s cash balance retirement plan for its United States employees meeting certain eligibility requirements, the defined benefit pension plan of Scholastic Ltd., an indirect subsidiary of Scholastic Corporation located in the United Kingdom (the “U.K. Pension Plan”), the defined benefit pension plan of Grolier Ltd., an indirect subsidiary of Scholastic Corporation located in Canada (collectively, the “Pension Plans”), and the post-retirement benefits provided by the Company to its retired United States-based employees, consisting of certain healthcare and life insurance benefits (the “Post-Retirement Benefits”), for the periods indicated:

     
    Pension Plans






     
     
    Three months ended
    Six months ended
     
    November 30,
    November 30,





      2005   2004   2005   2004  









    Components of Net Periodic Benefit Cost: 
           
         Service cost  $ 2.0   $ 2.0   $ 4.1   $ 3.9  
         Interest cost  2.1   2.1   4.1   4.2  
         Expected return on assets  (2.2 (2.4 (4.4 (4.8
         Net amortization and deferrals  1.0   0.6   1.9   1.2  









    Net periodic benefit cost  $ 2.9   $ 2.3   $ 5.7   $ 4.5  









             
     
    Post-Retirement Benefits






     
     
    Three months ended
    Six months ended
     
    November 30,
    November 30,





      2005   2004   2005   2004  









    Components of Net Periodic Benefit Cost: 
           
         Service cost  $ 0.1   $ 0.1   $ 0.3   $ 0.2  
         Interest cost  0.5   0.6   0.9   1.1  
         Amortization of prior service cost  (0.2 (0.2 (0.4 (0.4
         Recognized gain or loss  0.5   0.4   0.9   0.8  









    Net periodic benefit cost  $ 0.9   $ 0.9   $ 1.7   $ 1.7  










    The Company currently estimates that Scholastic Ltd. will contribute the equivalent of $1.1 to the U.K. Pension Plan in the fiscal year ending May 31, 2006. For the six months ended November 30, 2005, Scholastic Ltd. contributed the equivalent of $0.6 to the U.K. Pension Plan.

    16


     

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

    Overview and Outlook

    Revenue for the quarter ended November 30, 2005 increased 2.0% to approximately $697 million, as compared to the prior fiscal year quarter, reflecting revenue increases in the International, Educational Publishing and Media, Licensing and Advertising segments. Operating income for the quarter decreased 5.4% as compared to the prior fiscal year quarter, and operating margin decreased to 16.5% in the current fiscal year quarter as compared to 17.8% a year ago. These decreases were principally due to lower operating results in the International segment.

    Key factors in the quarter ended November 30, 2005 included growth in revenues in the Company’s school-based book fair and trade businesses and the Educational Publishing segment, led by sales of educational technology products. These increases were offset by a decrease in revenues in the Company’s continuity and school-based book club businesses. The Company’s domestic operations were also adversely affected during the quarter by hurricane-related school disruptions and resulting higher fuel costs.

    For the six months ended November 30, 2005, revenues and operating income increased over the prior fiscal year period by $188.1 million and $37.6 million, respectively. Operating margin increased to 7.5% in the current fiscal year period as compared to 5.2% in the prior fiscal year period. These improvements were primarily due to better operating results in the Children’s Book Publishing and Distribution and Educational Publishing segments. The Company remains on track to achieve its goals for fiscal 2006 of expanding margins while growing revenues.

    Results of Operations - Consolidated

    Revenues for the quarter ended November 30, 2005 increased $13.4 million, or 2.0%, to $696.7 million, compared to $683.3 million in the prior fiscal year quarter. The increase was principally due to higher revenues in the International, Educational Publishing and Media, Licensing and Advertising segments of $5.2 million, $4.7 million and $4.3 million, respectively. For the six months ended November 30, 2005, revenues increased $188.1 million, or 18.7%, to $1,195.1 million, compared to $1,007.0 million in the prior fiscal year period due to increases in each of the Company’s four operating segments, led by $152.7 million in higher revenues from the Children’s Book Publishing and Distribution segment as a result of the July 2005 release of Harry Potter and the Half-Blood Prince, the sixth book in the series.

    Cost of goods sold as a percentage of revenues decreased to 42.8% for the quarter ended November 30, 2005, as compared to 44.1% in the prior fiscal year quarter. For the six months ended November 30, 2005, cost of goods sold as a percentage of revenues increased to 49.5%, as compared to 47.4% in the prior fiscal year period, primarily due to costs related to the release of Harry Potter and the Half-Blood Prince.

    Selling, general and administrative expenses as a percentage of revenues for the quarter ended November 30, 2005 increased to 36.1% from 33.0% in the prior fiscal year quarter, primarily due to an increase in employee and related expenses. For the six months ended November 30, 2005, Selling, general and administrative expenses as a percentage of revenues decreased to 38.0% from 40.8% in the prior fiscal year period, primarily due to the revenue benefit from Harry Potter and the Half-Blood Prince without a corresponding increase in expense. For the six months ended November 30, 2004, Selling, general and administrative expenses included a charge of $3.6 million, primarily related to severance costs, recorded in connection with the fiscal 2004 review by the Company of its continuity business (the “Continuity Charges”).

    17


    SCHOLASTIC CORPORATION
    Item 2. MD&A

    Bad debt expense decreased to $15.1 million, or 2.2% of revenues, for the quarter ended November 30, 2005, compared to $19.6 million, or 2.9% of revenues, in the prior fiscal year quarter. For the six months ended November 30, 2005, bad debt expense decreased to $27.7 million, or 2.3% of revenues, compared to $35.8 million, or 3.6% of revenues, in the prior fiscal year period. The lower levels of bad debt expense in the three- and six-month periods related primarily to lower bad debt in the Company’s continuity business as a result of the Company’s previously announced plan for this business to focus on its more productive customers.

    Depreciation and amortization expense for the quarter ended November 30, 2005 increased to $16.8 million, or 2.4% of revenues, compared to $15.1 million, or 2.2% of revenues, in the prior fiscal year quarter. For the six months ended November 30, 2005, Depreciation and amortization expense increased to $32.4 million, or 2.7% of revenues, compared to $30.8 million, or 3.1% of revenues, in the prior fiscal year period. These increases were principally due to higher depreciation of information technology equipment.

    The resulting operating income for the quarter ended November 30, 2005 decreased by $6.6 million to $115.3 million, or 16.5% of revenues, compared to $121.9 million, or 17.8% of revenues, in the prior fiscal year quarter. For the six months ended November 30, 2005, the resulting operating income increased to $90.1 million, or 7.5% of revenues, compared to $52.5 million, or 5.2% of revenues, in the prior fiscal year period.

    The effective income tax rate for each of the three and six months ended November 30, 2005 increased to 37.0%, compared to 35.5% in each of the prior fiscal year periods, primarily due to a higher effective tax rate on foreign earnings and a higher state tax provision.

    Net income was $66.9 million, or $1.59 per diluted share, for the quarter ended November 30, 2005, compared to net income of $72.5 million, or $1.80 per diluted share, in the prior fiscal year quarter. For the six months ended November 30, 2005, net income was $45.7 million, or $1.10 per diluted share, compared to net income of $22.0 million, or $0.55 per diluted share, in the prior fiscal year period.

    Results of Operations - Segments

    In the fourth quarter of fiscal 2005, the Company reviewed the estimated Cost of goods sold related to products originated by the Media, Licensing and Advertising segment that are sold through channels included in the Children’s Book Publishing and Distribution segment. The Company determined that actual costs were lower and gross margins higher on these products than was previously estimated. As a result, the prior fiscal year quarter inter-segment allocations were adjusted (the “Segment Reallocation”), resulting in higher gross margin and profits in the Media, Licensing and Advertising segment with an offsetting decrease in gross margin and profits in the Children’s Book Publishing and Distribution segment.

    Children’s Book Publishing and Distribution

    The Company’s Children’s Book Publishing and Distribution segment includes the publication and distribution of children’s books in the United States through school-based book clubs and book fairs, school-based and direct-to-home continuity programs and the trade channel.

    18


    SCHOLASTIC CORPORATION
    Item 2.  MD&A


      Three months ended     Six months ended  
     $ amounts in millions)  November 30,     November 30,  








      2005     2004     2005     2004  
















          Restated         Restated  
    Revenue    $ 424.2       $ 425.0       $ 699.5       $ 546.8  
    Operating profit  88.6     90.9 (1)    68.9     26.9 (1) 2)  
















    Operating margin  20.9 %    21.4 % (1)   9.8 %    4.9 %(1)

    (1)      Reflects the Segment Reallocation.
    (2)      Includes Continuity Charges related to this segment of $3.6.

    Revenues in the Children’s Book Publishing and Distribution segment for the quarter ended November 30, 2005 were nearly flat at $424.2 million, compared to $425.0 million in the prior fiscal year quarter. Within the segment, revenues from school-based book fairs increased $10.4 million due to higher revenue per fair, and trade revenues increased $5.2 million, primarily due to a higher level of Harry Potter back list revenues. Revenues in the Company’s continuity business decreased by $10.9 million, principally as a result of the Company’s previously announced plan to focus on its more productive customers, and school-based book club revenues decreased by $5.5 million, primarily due to a lower number of orders.

    Segment operating profit for the quarter ended November 30, 2005 decreased by $2.3 million, or 2.5%, to $88.6 million, compared to $90.9 million in the prior fiscal year quarter, principally due to a decrease in operating profits in the Company’s school-based book club business as a result of lower revenues and increased promotional costs, partially offset by an operating profit increase in the balance of the segment, primarily from school-based book fairs.

    Revenues for the six months ended November 30, 2005 increased $152.7 million, or 27.9%, to $699.5 million, compared to $546.8 million in the prior fiscal year period. This increase was principally due to Harry Potter revenues of approximately $195 million, as compared to approximately $15 million of Harry Potter revenues in the prior fiscal year period. In addition, revenues for the Company’s school-based book fair business increased $13.4 million due to an increase in revenue per fair. These revenue increases were partially offset by a decline in revenue from the Company’s continuity business of $28.1 million.

    Segment operating profit for the six months ended November 30, 2005 improved by $42.0 million, to $68.9 million, compared to $26.9 million in the prior fiscal year period. This improvement was primarily due to increased operating profits for the Company’s trade business resulting from the higher Harry Potter revenues.

    19


    SCHOLASTIC CORPORATION
    Item 2.  MD&A

    The following highlights the results of the direct-to-home portion of the Company’s continuity programs, which consists primarily of the business formerly operated by Grolier and is included in the Children’s Book Publishing and Distribution segment.

    Direct-to-home continuity  Three months ended     Six months ended  
    ($ amounts in millions)  November 30,     November 30,  








      2005    
    2004
        2005     2004  
















          Restated         Restated  
    Revenue    $ 30.0       $ 39.4       $ 58.4       $ 80.6  
    Operating loss  (4.6 )    (0.3 )    (10.8 )      (4.9 )(1)
















    Operating margin               

    *      not meaningful
    (1) Includes Continuity Charges related to this business of $3.6.

    Revenues from the direct-to-home portion of the Company’s continuity business decreased by $9.4 million, or 23.9%, to $30.0 million for the quarter ended November 30, 2005, as compared to $39.4 million in the prior fiscal year quarter, and decreased by $22.2 million, or 27.5%, to $58.4 million for the six months ended November 30, 2005, as compared to $80.6 million in the prior fiscal year period.

    The operating loss for the direct-to-home portion of the continuity business was $4.6 million in the quarter ended November 30, 2005, as compared to a $0.3 million operating loss in the prior fiscal year quarter, and $10.8 million for the six months ended November 30, 2005, compared to a $4.9 million operating loss in the prior fiscal year period, which included $3.6 million of Continuity Charges.

    Excluding the direct-to-home portion of the continuity business, segment revenues increased by $8.6 million, or 2.2%, to $394.2 million for the quarter ended November 30, 2005, compared to $385.6 million in the prior fiscal year quarter, and increased by $174.9 million, or 37.5%, to $641.1 million for the six months ended November 30, 2005, compared to $466.2 million in the prior fiscal year period.

    Excluding the direct-to-home portion of the continuity business, segment operating profit was $93.2 million in the quarter ended November 30, 2005, compared to $91.2 million in the prior fiscal year quarter, and was $79.7 million in the six months ended November 30, 2005, compared to $31.8 million in the prior fiscal year period.

    Educational Publishing

    The Company’s Educational Publishing segment includes the publication and distribution to schools and libraries of educational technology products, curriculum materials, children’s books, classroom magazines and print and on-line reference and non-fiction products for grades pre-K to 12 in the United States.

    20


    SCHOLASTIC CORPORATION
    Item 2.  MD&A

     

          Three months ended       Six months ended  
    ($ amounts in millions)      November 30,       November 30,  







      2005   2004   2005   2004  













        Restated     Restated  
    Revenue    $ 99.2     $  94.5     $  227.5     $ 212.7  
    Operating profit  21.6   21.5   49.1   43.8  













    Operating margin  21.8 %  22.8 %  21.6 %  20.6 % 

    Revenues in the Educational Publishing segment for the quarter ended November 30, 2005 increased $4.7 million, or 5.0%, to $99.2 million, compared to $94.5 million in the prior fiscal year quarter. Segment revenues for the six months ended November 30, 2005 increased $14.8 million, or 7.0%, to $227.5 million, compared to $212.7 million in the prior fiscal year period. The increases related primarily to higher revenues from sales of educational technology products, led by the Company’s READ 180® reading intervention program, partially offset by an expected decline in classroom magazine revenues due to prior year sales of election-related materials.

    Segment operating profit for the quarter ended November 30, 2005 increased slightly to $21.6 million, compared to $21.5 million in the prior fiscal year quarter, as higher profits from sales of educational technology products were largely offset by lower results in the balance of the segment, taken together. Segment operating profit for the six months ended November 30, 2005 increased by $5.3 million, or 12.1%, to $49.1 million, compared to $43.8 million in the prior fiscal year period, primarily due to revenue growth from sales of educational technology products.

    Media, Licensing and Advertising

    The Company’s Media, Licensing and Advertising segment includes the production and/or distribution of software in the United States; the production and/or distribution, primarily by and through Scholastic Entertainment Inc., of programming and consumer products (including children’s television programming, videos, software, feature films, promotional activities and non-book merchandise); and advertising revenue, including sponsorship programs.

          Three months ended       Six months ended  
    ($ amounts in millions) 
        November 30,
          November 30,  







      2005   2004   2005   2004  













        Restated     Restated  
    Revenue    $ 51.9     $ 47.6     $ 70.0     $ 59.5  
    Operating profit  7.7   8.5 (1)  2.0   2.3 (1) 













    Operating margin  14.8 %  17.9 % (1) 2.9 %  3.9 % (1)

    (1) Reflects the Segment Reallocation.

    Revenues in the Media, Licensing and Advertising segment for the quarter ended November 30, 2005 increased $4.3 million, or 9.0%, to $51.9 million, compared to $47.6 million in the prior fiscal year quarter, due to an increase in each of the businesses in the segment, led by an increase in revenues from Back to Basic Toys®, the Company’s direct-to-home toy catalog. Segment revenues for the six months ended November 30, 2005 increased $10.5 million, or 17.6%, to $70.0 million, compared to $59.5 million in the prior fiscal year period, primarily due to an increase in television programming revenues.

    21


    SCHOLASTIC CORPORATION
    Item 2.  MD&A

    Segment operating profit for the quarter ended November 30, 2005 decreased $0.8 million, or 9.4%, to $7.7 million, compared to $8.5 million in the prior fiscal year quarter. Segment operating profit for the six months ended November 30, 2005 decreased slightly to $2.0 million, compared to $2.3 million in the prior fiscal year period.

    International

    The International segment includes the publication and distribution of products and services outside the United States by the Company’s international operations, and its export and foreign rights businesses.

      Three months ended   Six months ended  
    ($ amounts in millions)  November 30,   November 30,  







      2005   2004   2005   2004  













        Restated     Restated  
     
    Revenue    $ 121.4     $ 116.2     $ 198.1     $ 188.0  
    Operating profit  12.8   19.2   7.3   16.2  













    Operating margin  10.5 %  16.5 %  3.7 %  8.6 % 

    Revenues in the International segment for the quarter ended November 30, 2005 increased $5.2 million, or 4.5%, to $121.4 million, compared to $116.2 million in the prior fiscal year quarter. This increase was primarily due to the favorable impact of foreign currency exchange rates. Segment revenues for the six months ended November 30, 2005 increased $10.1 million, or 5.4%, to $198.1 million, as compared to $188.0 million in the prior fiscal year period. This increase was primarily due to revenue growth in the Company’s export business of $6.9 million and the favorable impact of foreign currency exchange rates of $6.7 million, partially offset by lower local currency revenues in the United Kingdom.

    Segment operating profit for the quarter ended November 30, 2005 decreased $6.4 million, or 33.3%, to $12.8 million, as compared to $19.2 million in the prior fiscal year quarter, most significantly due to lower local currency operating profits in the United Kingdom. Segment operating profit for the six months ended November 30, 2005 decreased $8.9 million, or 54.9%, to $7.3 million, compared to $16.2 million in the prior fiscal year period, primarily due to lower local currency operating profits in the United Kingdom.

    Seasonality

    The Company’s school-based book clubs, school-based book fairs and most of its magazines operate on a school-year basis. Therefore, the Company’s business is highly seasonal. As a consequence, the Company’s revenues in the first and third quarters of the fiscal year generally are lower than its revenues in the other two fiscal quarters. Typically, school-based book club and book fair revenues are greatest in the second quarter of the fiscal year, while revenues from the sale of instructional materials are highest in the first quarter. The Company experiences a substantial loss from operations in the first quarter of each fiscal year.

    22


    SCHOLASTIC CORPORATION
    Item 2.  MD&A

    Liquidity and Capital Resources

    The Company’s cash and cash equivalents were $249.3 million at November 30, 2005, compared to $27.1 million at November 30, 2004 and $110.6 million at May 31, 2005.

    Cash provided by operating activities was $185.9 million for the six months ended November 30, 2005, compared to $31.7 million in the prior fiscal year period. The increase from the prior fiscal year period was primarily due to higher Net income and favorable changes in working capital in the current fiscal year period. Accounts receivable, net increased by $66.9 million in the six months ended November 30, 2005, compared to an increase of $86.4 million in the prior fiscal year period, primarily due to lower revenues in the Company’s continuity programs. Accounts payable and other accrued expenses increased by $73.3 million during the six months ended November 30, 2005, compared to an increase of $7.2 million in the prior fiscal year period, due primarily to accrued expenses associated with Harry Potter. Accrued royalties increased by $73.9 million in the six months ended November 30, 2005, compared to an increase of $9.6 million in the prior fiscal year period, primarily due to royalties associated with higher Harry Potter revenues that will be paid later in fiscal 2006.

    Cash used in investing activities was $81.3 million for the six months ended November 30, 2005, compared to $69.2 million in the prior fiscal year period. Additions to property, plant and equipment totaled $30.7 million for the six months ended November 30, 2005, an increase of $9.3 million over the prior fiscal year period, principally due to increased information technology spending. Acquisition-related payments totaled $3.3 million in the six months ended November 30, 2005 due to a contingent payment related to the acquisition of Klutz in fiscal 2002.

    Cash provided by financing activities was $34.0 million in the six months ended November 30, 2005, compared to $46.4 million in the prior fiscal year period, due to the higher cash position at the beginning of the current fiscal year as compared to the beginning of the prior fiscal year, as well as the increase in current year cash provided by operating activities. Proceeds pursuant to employee stock-based plans totaled $24.8 million in the current fiscal year period, an increase of $20.5 million compared to $4.3 million in the prior fiscal year period.

    Due to the seasonality of its business as discussed under “Seasonality” above, the Company experiences negative cash flow in the June through October time period. As a result of the Company’s business cycle, seasonal borrowings have historically increased during June, July and November, have generally peaked in September or October, and have been at their lowest point in May.

    The Company believes its existing cash position, combined with funds generated from operations and available under the Credit Agreement and the Revolver, described in “Financing” below, will be sufficient to finance its ongoing working capital requirements. The Company anticipates refinancing its debt obligations prior to their respective maturity dates, including its outstanding 5.75% Notes due in January 2007, to the extent not paid through cash flow.

    23


    SCHOLASTIC CORPORATION
    Item 2.  MD&A

    Financing

    On March 31, 2004, Scholastic Corporation and Scholastic Inc. entered into an unsecured revolving credit agreement with certain banks (the “Credit Agreement”), which replaced a similar loan agreement that was scheduled to expire in August 2004. The Credit Agreement, which expires on March 31, 2009, provides for aggregate borrowings of up to $190.0 million (with a right in certain circumstances to increase borrowings to $250.0 million), including the issuance of up to $10.0 million in letters of credit. Interest under this facility is either at the prime rate or at a rate equal to 0.325% to 0.975% over LIBOR (as defined). There is a facility fee ranging from 0.10% to 0.30% and a utilization fee ranging from 0.05% to 0.25% if borrowings exceed 50% of the total facility. The amounts charged vary based upon the Company’s credit rating. The interest rate, facility fee and utilization fee (when applicable) as of November 30, 2005 were 0.675% over LIBOR, 0.20% and 0.125%, respectively. The Credit Agreement contains certain financial covenants related to debt and interest coverage ratios (as defined) and limits dividends and other distributions. There were no borrowings outstanding under the Credit Agreement at November 30, 2005 and May 31, 2005. At November 30, 2004, $45.0 million was outstanding under the Credit Agreement at a weighted average interest rate of 2.5% .

    Scholastic Corporation and Scholastic Inc. are joint and several borrowers under an unsecured revolving loan agreement with a bank (the “Revolver”). As amended effective April 30, 2004, the Revolver provides for unsecured revolving credit of up to $40.0 million and expires on March 31, 2009. Interest under this facility is either at the prime rate minus 1% or at a rate equal to 0.375% to 1.025% over LIBOR (as defined). There is a facility fee ranging from 0.10% to 0.30% . The amounts charged vary based upon the Company’s credit rating. The interest rate and facility fee as of November 30, 2005 were 0.725% over LIBOR and 0.20%, respectively. The Revolver contains certain financial covenants related to debt and interest coverage ratios (as defined) and limits dividends and other distributions. There were no borrowings outstanding under the Revolver at November 30, 2005 and May 31, 2005. At November 30, 2004, $6.1 million was outstanding under the Revolver at a weighted average interest rate of 2.4% .

    Unsecured lines of credit available in local currencies to Scholastic Corporation’s international subsidiaries were, in the aggregate, equivalent to $76.4 million at November 30, 2005, as compared to $64.8 million at November 30, 2004 and $61.8 million at May 31, 2005. These lines are used primarily to fund local working capital needs. There were borrowings outstanding under these lines of credit equivalent to $41.3 million at November 30, 2005, as compared to $33.6 million at November 30, 2004 and $24.7 million at May 31, 2005. These lines of credit are considered short-term in nature. The weighted average interest rates on the outstanding amounts were 5.5% and 5.6% at November 30, 2005 and 2004, respectively, and 5.4% at May 31, 2005.

    The Company’s total debt obligations at November 30, 2005 and 2004 were $514.9 million and $562.7 million, respectively. The Company’s total debt obligations at May 31, 2005 were $501.4 million. Through November 30, 2005, the Company had repurchased $2.0 million of its 5.75% Notes due 2007 on the open market. For a more complete description of the Company’s debt obligations, see Note 4 of Notes to Condensed Consolidated Financial Statements - Unaudited in Item 1, “Financial Statements.”

    Forward Looking Statements

    This Quarterly Report on Form 10-Q contains forward-looking statements. These 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 in this Report, in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2005, and from time to time in the Company’s other filings with the Securities and Exchange Commission (the “SEC”). Actual results could differ materially from those currently anticipated.

    24


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

    The Company has operations in various foreign countries. In the normal course of business, these operations are exposed to fluctuations in currency values. Management believes that the impact of currency fluctuations does not represent a significant risk in the context of the Company’s current international operations. In the normal course of business, the Company’s operations outside the United States periodically enter into short-term forward contracts (generally not exceeding $20.0 million) to match selected purchases not denominated in their respective local currencies.

    Market risks relating to the Company’s operations result primarily from changes in interest rates, which are managed through the mix of variable-rate versus fixed-rate borrowings. Additionally, financial instruments, including swap agreements, have been used to manage interest rate exposures. Approximately 8% of the Company’s debt at November 30, 2005 bore interest at a variable rate and was sensitive to changes in interest rates, compared to approximately 5% at May 31, 2005 and approximately 15% at November 30, 2004. The Company is subject to the risk that market interest rates will increase and thereby increase the interest charged under its variable-rate debt.

    Additional information relating to the Company’s outstanding financial instruments is included in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations -Financing.”

    The following table sets forth information about the Company’s debt instruments as of November 30, 2005 (see Note 4 of Notes to Condensed Consolidated Financial Statements - Unaudited in Item 1, “Financial Statements”):

    ($ amounts in millions)  Fiscal Year Maturity


















      2006   2007     2008    2009 (1)    2010      Thereafter   Total 




















       Debt Obligations                             
       Lines of credit    $ 20.6     $  20.7     $ -        $ -     $ -      $       -     $  41.3 
       Weighted average interest rate  6.2 %  4.8 %                         
     
       Long-term debt including                             
             current portion:                             
                       Fixed-rate debt 
      $  0.1     $ 298.0     $ -        $ -     $ -      $ 175.0     $ 473.1 
                       Weighted average interest rate  13.0 %  5.75 %                      5.0 %   






















    (1)      At November 30, 2005, no borrowings were outstanding under the Credit Agreement or the Revolver, which have credit lines totaling $230.0 million and expire in fiscal 2009.
     

    25


    SCHOLASTIC CORPORATION
    Item 4. Controls and Procedures

    The Chief Executive Officer and the Chief Financial Officer of the Corporation, after conducting an evaluation, together with other members of the Company's management, of the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures as of November 30, 2005, have concluded that the Corporation’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Corporation in its reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC and accumulated and communicated to members of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. There was no change in the Corporation’s internal control over financial reporting that occurred during the quarter ended November 30, 2005 that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

    26


    PART II – OTHER INFORMATION

    SCHOLASTIC CORPORATION
    Item 4. Submission of Matters to a Vote of Security Holders

    The Annual Meeting of Stockholders of the Corporation was held on September 21, 2005 (the “Annual Meeting”). The following sets forth the results of the proposals presented at the Annual Meeting voted upon by the stockholders of the Corporation entitled to vote thereon:

    Holders of the 1,656,200 outstanding shares of the Corporation’s Class A Stock voted in favor of electing Richard Robinson, Rebeca M. Barrera, Ramon C. Cortines, Charles T. Harris III, Andrew S. Hedden, Mae C. Jemison, Augustus K. Oliver and Richard M. Spaulding as directors to serve until the next annual meeting of the Corporation’s stockholders and until their respective successors are duly elected and qualified.

    Holders of the Corporation’s Common Stock elected the following three nominees as directors to serve until the next annual meeting of the Corporation’s stockholders and until their respective successors are duly elected and qualified. Votes cast by holders of the Common Stock were:

     
          Nominee 
    For  Withheld 
     
     
      John L. Davies 
    32,775,312  shares 
    3,343,978    shares 
      Peter M. Mayer 
    32,879,691  shares 
    3,239,599    shares 
      John G. McDonald 
    32,809,697  shares 
    3,309,593    shares 

    27


    SCHOLASTIC CORPORATION
    Item 6. Exhibits 


    31.1 Certification of the Chief Executive Officer of Scholastic Corporation filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
    31.2 Certification of the Chief Financial Officer of Scholastic Corporation filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
    32 Certifications of the Chief Executive Officer and Chief Financial Officer of Scholastic Corporation furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     

     

     

    28


    SCHOLASTIC CORPORATION
    SIGNATURES 

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

      SCHOLASTIC CORPORATION 
      (Registrant) 
     
     
     
     
    Date: January 6, 2006  /s/ Richard Robinson 

      Richard Robinson 
      Chairman of the Board, 
      President, and Chief 
      Executive Officer 
     
     
     
     
    Date: January 6, 2006  /s/ Mary A. Winston 

      Mary A. Winston 
      Executive Vice President and 
      Chief Financial Officer 

    29


    SCHOLASTIC CORPORATION
    CURRENT REPORT ON FORM 10-Q, DATED NOVEMBER 30, 2005
    Exhibits Index

     

    Exhibit   
    Number  Description of Document 
     
    31.1  Certification of the Chief Executive Officer of Scholastic Corporation filed 
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 
     
    31.2  Certification of the Chief Financial Officer of Scholastic Corporation filed 
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 
     
    32     Certifications of the Chief Executive Officer and Chief Financial Officer of 
      Scholastic Corporation furnished pursuant to Section 906 of the Sarbanes-Oxley 
      Act of 2002. 

    30


    Exhibit 31.1

    I, Richard Robinson, the principal executive officer of Scholastic Corporation, certify that:

      1.      I have reviewed this Quarterly Report on Form 10-Q of Scholastic Corporation;
     
      2.      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
     
      3.      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
     
      4.      The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
     
        a)      Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
        b)      Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
        c)      Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
        d)      Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
     
      5.      The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
     
        a)      All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
        b)      Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
     
    Date: January 6, 2006    /s/ Richard Robinson 

        Richard Robinson 
        Chairman of the Board, 
        President and Chief Executive Officer 


    Exhibit 31.2

    I, Mary A. Winston, the principal financial officer of Scholastic Corporation, certify that:

      1.      I have reviewed this Quarterly Report on Form 10-Q of Scholastic Corporation;
     
      2.      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
     
      3.      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
     
      4.      The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
     
        a)      Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
        b)      Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
        c)      Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
        d)      Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
     
      5.      The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
     
        a)      All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
        b)      Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
     
    Date: January 6, 2006    /s/ Mary A. Winston

        Mary A. Winston
        Executive Vice President
        and Chief Financial Officer

    Exhibit 32

    Certification
    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    with Respect to the Quarterly Report on Form 10-Q
    for the Quarter ended November 30, 2005
    of Scholastic Corporation

          Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Scholastic Corporation, a Delaware corporation (the “Company”), does hereby certify, to the best of such officer’s knowledge, that:

      1.      The Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2005 (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
     
      2.      Information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
     
    Dated: January 6, 2006    /s/ Richard Robinson 

        Richard Robinson 
        Chief Executive Officer 
     
     
     
    Dated: January 6, 2006    /s/ Mary A. Winston 

        Mary A. Winston 
        Chief Financial Officer 

         The certification set forth above is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of the Form 10-Q or as a separate disclosure document of the Company or the certifying officers.