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    JOHN WILEY & SONS, INC. 2010 ANNUAL REPORT HE’S PLAN A BUSINESS DEVELOPING


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    SHE’S ADVANCING HER CAREER


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    SHE’S FINDING A CURE


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    HE’S CREATING WEALTH 2


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    HE’S TEACHING A CLASS


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    New technologies enable Wiley to: + Deliver content anytime and anywhere. + Create transformative ways for people to interact with content. + Address different learning styles. + Engage with authors, readers, and partners. Yet the core of what we do remains unchanged. We: + Facilitate teaching and learning. + Refine content into finished works. + Add credibility. + Promote scholarly discourse. + Validate research. + Help authors connect with readers. + Transform information into knowledge and understanding. 4


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    WHAT WE DO Among publishers, Wiley’s collection of content is unique. No other publisher in the world has leading positions in scientific, technical, medical, and scholarly; professional and trade; and higher education publishing. No other publisher in the world has published more than 400 Nobel laureates. No other commercial publisher in North America has been in existence for more than two centuries. Our publications inspire and enable people to renew their knowledge constantly. Professionals, academics, students, and consumers trust us to connect them with content that promotes a deeper level of understanding across a wide range of subjects. More than two centuries of enduring experience have helped us understand what people want and need to know, and how they find and use that knowledge to discover and rediscover the world around us. The Wiley initiatives described throughout this annual report illustrate how we are leveraging our content, our knowledge, our capabilities, and our relationships to make a difference in our customers’ lives, more than ever before. 5


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    FINANCIAL HIGHLIGHTS CHANGE For the fiscal year ended April 30 2010 2009 Excluding FX Including FX REVENUE $ 1,699,062,000 $ 1,611,390,000 4% 5% OPERATING INCOME ADJUSTED a $ 257,710,000 $ 218,478,000 7% 18% GAAP $ 242,592,000 $ 218,478,000 18% 11% NET INCOME ADJUSTED a $ 154,174,000 $ 128,258,000 6% 20% GAAP $ 143,543,000 $ 128,258,000 (2%) 12% EARNINGS PER DILUTED SHARE ADJUSTED a $ 2.58 $ 2.15 6% 20% GAAP $ 2.4 1 $ 2.15 (2%) 12% RETURN ON EQUITY ADJUSTED a 25% 22% GAAP 23% 21% DIVIDENDS PER SHARE CLASS A COMMON $ 0.56 $ 0.52 N/A 8% CLASS B COMMON $ 0.56 $ 0.52 N/A 8% Revenue ($ Millions) Earnings per Diluted Share (Adjusted) Operating Income ($ Millions; adjusted) $2,000 $3.00 $300 11% CAGR $1,699 12% CAGR $2.58 11% CAGR $258 1,600 2.50 250 1,200 2.00 200 800 1.50 150 400 1.00 100 0 00 01 02 03 04 05 06 07b 08b 09b 10 00 01 02g 03g,h 04f 05e 06e 07b,d 08b.c 09b 10a 00 01 02g 03g 04 05 06 07b 08b 09b 10a a. In fiscal year 2010, the Company recognized intangible asset impairment and restructuring charges principally related to GIT Verlag, a B2B German-language controlled circulation magazine business acquired in 2002, of $15.1 million ($10.6 million after taxes), or $0.17 per diluted share. b. Includes the results of Blackwell Publishing (Holdings) Ltd. (“Blackwell”), which was acquired on February 2, 2007. c. The adjusted amounts reported for fiscal year 2008 exclude tax benefits of $18.7 million or $0.31 per diluted share associated with new tax legislation enacted in the United Kingdom and Germany that reduced the corporate income tax rates to 28% and 29%, respectively. The benefits recognized by the Company reflect the adjustments required to restate all applicable deferred tax balances at the new tax rates. d. The adjusted amount reported for fiscal year 2007 excludes a $5.5 million tax benefit or $0.09 per diluted share due to the resolution and settlement of certain tax matters with authorities in the U.S. and abroad. e. The adjusted amount for fiscal year 2005 excludes a $0.12 per diluted share tax charge associated with the repatriation of $94 million of dividends under the American Jobs Creation Act of 2004. The adjusted amount for fiscal year 2006 excludes a $0.12 per diluted share tax credit associated with the reversal of the 2005 tax charge. 6


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    HIGHER EDUCATION OTHER 17% 4% CANADA PROFESSIONAL/ 4% TRADE AUSTRALIA & 25% NEW ZEALAND 5% ASIA 14% EUROPE SCIENTIFIC, TECHNICAL, 22% MEDICAL, AND SCHOLARLY UNITED STATES 58% 51% 2010 REVENUE 2010 REVENUE BY CORE BUSINESS BY LOCATION OF CUSTOMER Stock Price (NYSE:JWA; 4/30 closing) Cumulative Total Return (Indexed) N JWA N Russell 1000 N S&P Midcap 400 N Dow Pub $50 $140 9% CAGR $42.27 120 40 100 30 80 20 60 10 40 00 01 02 03 04 05 06 07 08 09 10 05 06 07 08 09 10 The above graph provides an indicator of the cumulative total return to shareholders of the Company’s Class A Common Stock as compared with the cumulative total return on the Russell 1000, the Standard & Poors Midcap 400TM, and the Dow Jones Publishing IndexTM for the period from April 30, 2005, to April 30, 2010. The Company has elected to use the Russell 1000 Index and the Standard & Poors Midcap 400 Index as its broad equity market indices because it is currently included in those indices. Cumulative total return assumes $100 invested on April 30, 2005, and reinvestment of dividends throughout the period. f. The adjusted amount reported for fiscal year 2004 excludes a net tax benefit of $3 million or $0.05 per diluted share, related to the resolution of certain state and federal tax matters and an adjustment to accrued foreign taxes. g. Fiscal year 2002 and 2003 results exclude $12.3 million ($0.12 per diluted share) and $2.5 million ($0.02 per diluted share), respectively, of operating costs associated with the relocation of the Company’s headquarters. h. The adjusted amount reported for fiscal year 2003 excludes a nonrecurring tax benefit of $12 million, equal to $0.19 per diluted share, resulting from a corporate reorganization that enabled the Company to increase the tax-deductible net asset basis of certain European subsidiaries. NOTE : The Company’s management evaluates its operating performance excluding unusual and/or nonrecurring events. Management believes excluding such events provides a more effective and comparable measure of performance and a more balanced view of the underlying dynamics of the Company’s business. Since adjusted operating income and adjusted earnings per share are not measures calculated in accordance with GAAP, they should not be considered as a substitute for other GAAP measures, including operating income and earnings per share, as an indicator of operating performance. Throughout this report, references to amounts “excluding foreign exchange” and “currency neutral” exclude both foreign currency translation effects and transactional gains and losses. CAGR – Compound Annual Growth Rate FX – Foreign Exchange GAAP – U.S. Generally Accepted Accounting Principles 7


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    TO OUR SHAREHOLDERS Wiley’s performance during fiscal year 2010 tells a compelling story about the quality of our content and its value to our customers; the effective execution of Wiley’s digital strategy and new business models; and the strength of our Company’s culture. In a challenging environment, we gained market share, increased earnings, generated record operating cash flow, and reduced debt significantly. Our accomplishments and initiatives speak not only to how Wiley is keeping pace with rapidly changing communications technologies, but how we are helping to define new ways to put content to use. FINANCIAL RESULTS FOR FISCAL YEAR 2010 We are pleased to report fiscal year 2010 revenue advanced 5% to $1.7 billion, or 4% on a currency neutral basis. Adjusted EPS for the full year increased 20%, or 6% on a currency neutral basis and excluding pre-tax asset impairment and restructuring charges of approximately $15 million, or $0.17 per share. Scientific, Technical, Medical, and Scholarly (STMS) had a good year in a tough market. We added many new journal customers, a testament to our global reach, opportunities in emerging markets, and the quality of the Wiley offering. In Professional/Trade (P/T), nearly every publishing category showed solid growth, with particular strength in the Americas and EMEA. In Higher Education, we outperformed the industry in a strong market, reflecting the strength of our frontlist, increased penetration in community colleges and for-profit universities, and continued revenue growth from WileyPLUS and other digital content. LEFT TO RIGHT Stephen M. Smith Executive Vice President and Chief Operating Officer William J. Pesce President and Chief Executive Officer Peter Booth Wiley Chairman, Board of Directors 9


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    QA WHAT + A SCIENTIFIC COMMUNITIES require innovation to tackle increasingly complex problems, and Wiley’s STMS business is providing many new approaches. The pioneering Wiley Interdisciplinary Reviews (WIREs) series was joint winner of the R.R. Hawkins Award at this year’s American Publishers Awards for Professional & Scholarly Excellence, the first e-product to be so honored. Our MaterialsViews.com news service provides busy scientists with concise summaries of key papers from the materials science, chemistry, and physics literature. The Compass online ENCOURAGES interdisciplinary journal series recently hosted its first Interdisciplinary Virtual Conference; bringing together scientists from around the world without the time, expense, and inconvenience of global travel, the event A GLOBAL was termed “the gold standard in the field” by one participant. Essential Evidence EXCHANGE OF Plus is an electronic resource that guides clinicians making IDEAS AND critical care decisions, recently enhanced with INFORMATION? clinical evidence from top medical authorities integrated with cutting-edge tools and related content. THIS SUMMER , Wiley Onlinee Library A rld’s launched as one of the world’s broadest and deepest multidisciplinaryinary collections of online resources covering vering life, health, and physical sciences; the social sciences; and the humanities.es. Designed with extensive input from m scholars, society partners, and librarians rarians around the world, Wiley Online Library delivers access to more than 4 million articles from 1,500 journals, 8,000 books, and hundreds of reference works, laboratory protocols, and databases. With a clean and simple interface offering intuitive navigation, enhanced discoverability, expanded functionalities, and a range of personalization options, Wiley Online Library makes it easy to discover, read, download, and cite current journal and book content, ASIA IS EMERGING as a vital research center, and Wiley is there, EarlyView articles, backfiles, related A publishing content and disseminating it around the world. We recently material, and supporting data. Journal launched the Chinese-language WileyChina.com, helping to bring the world’s and society communities can share news, best scientific and scholarly content to China and the best Chinese research information, and events on specially to a global audience. With one-third of the papers in top Wiley materials customized journal home pages, and science journals now originating in China, in December 2009 we launched a librarians can alert readers to all contentt Chinese-language version of the popular MaterialsViews.com news service. licensed by their institutions with speciall Chemistry – An Asian Journal increased its Impact Factor by 80% in 2009, icons. Wiley Online Library has replaced jumping up 12 ranks. Wiley InterScience, which had served the world’s scientific and scholarly communities since 1997.


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    Reaching a record level of $419 million, cash flow from operations was 23% over fiscal year 2009 and 49% over fiscal year 2008. Fiscal year 2010 includes approximately $31 million of discretionary accelerated pension funding. Approximately $37 million of operating cash flow was due ago and has served as Regional Manager to delayed cash collections from fiscal year for Taiwan and Korea; Vice President and 2009. The Company reduced net debt by Managing Director of Wiley Asia; leader $224 million to $495 million. In fiscal year of global STM book publishing; and Vice 2010, Wiley increased its dividend for the President and Managing Director of the sixteenth consecutive year. global STMS Physical Sciences business. In August, Mark Allin was named Senior Impairment and Restructuring Charges Vice President, P/T, succeeding Stephen During the year, the Company recorded a Kippur. Mark joined Wiley in 2000; three $14.3 million, $0.17 per share, impairment years later, he relocated to Asia to lead our and restructuring charge principally business in that region. His role as Vice related to the Company’s B2B German- President and Managing Director of Wiley language, controlled circulation magazine Asia provided him with experience across business (GIT Verlag). Other restructuring all three Wiley businesses. charges include $0.8 million in the fourth quarter related to offshoring certain THREE GLOBAL BUSINESSES marketing and content management Scientific, Technical, Medical, and Scholarly (STMS) activities to Singapore. The charges related to offshoring are expected to be fully The largest of our three businesses, STMS recovered from reduced operating expenses serves the world’s research and scholarly within 18 months of implementation. communities and is the largest publisher globally for professional and scholarly societies. STMS programs encompass 2010 BetonKalender LEADERSHIP DEVELOPMENT journals, books, major reference works, While driving strong financial results, Brücken · Betonbau im Wasser databases, and laboratory manuals, offered we have begun to implement carefully in print and electronically. Wiley Online developed plans for the next generation Library hosts one of the world’s broadest of Wiley leadership. In May, Steve Miron and deepest multidisciplinary collections succeeded Eric Swanson as Senior Vice of online resources covering life, health, President, STMS. Steve joined us 17 years and physical sciences; the social sciences; and the humanities. It provides access to more than 4 million articles from 1,500 journals, 8,000 books, and hundreds of reference works, laboratory protocols, and databases. Global STMS revenue for fiscal year 2010 advanced 2% to $987 million, but was flat on a currency neutral basis. Higher revenue from rights, individual articles, and The Cochrane Library offset lower revenue from advertising, journal 11


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    Wiley achieved an important milestone in our migration from print to digital when we launched our new online service replacing Wiley InterScience in summer 2010. Wiley Online Library combines a clean and simple interface, intuitive subscriptions (partially due to production navigation, enhanced discoverability, scheduling), and individual member expanded functionalities, and a range of subscriptions. The improvement in rights personalization options. income principally relates to a legal settlement of approximately $2 million. Professional/Trade (P/T) Excluding the transfer to Higher Education Wiley’s P/T business serves professionals of books with sales of $4 million, STMS and consumers alike, producing books, book revenue increased 2% over prior year. subscription content, and information services, in all media. Our portfolio of Direct contribution to profit for the full global brands includes For Dummies, year rose 2%, but was flat on a currency Frommer’s, Betty Crocker, Pillsbury, neutral basis and excluding $15 million in Better Homes and Gardens, Family Circle, restructuring and impairment charges, CliffsNotes, Webster’s New World, J.K. mostly due to the write-down of GIT Lasser, Jossey-Bass, Pfeiffer, Sybex, Weight Verlag, a B2B German-language, controlled Watchers, and Bloomberg Press®. circulation magazine business. Lower journal production costs, the effect of Global P/T bounced back nicely from a outsourcing initiatives, the completion of difficult fiscal year 2009 with revenue Blackwell-related integration activities, of $430 million, up 7% over the prior and expense control were offset by year or 6% on a currency neutral basis. increased costs associated with new Growth was driven by consumer, business, business and a $2 million bad debt technology, psychology, and education recovery in the prior year. sales and by new publishing relationships with the Graduate Management Admission The renowned quality of our combined Council® (GMAC®) and the Meredith Wiley-Blackwell content resulted in Corporation (Better Homes and Gardens). significant new and renewed business North America exhibited the most growth, worldwide. As of April 30, 2010, calendar followed by EMEA. Direct contribution to year 2010 journal subscription billings were profit was up 12% to $100 million, or 11% up 3 to 4% over prior year on a currency on a currency neutral basis, mainly due neutral basis, with approximately 95% to top-line results and prudent expense of expected business closed. Online book management, partially offset by higher revenue grew 44% in fiscal year 2010 to performance-based incentive accruals. $6 million, as institutional library customers purchased more digital books individually or through license subscriptions, similar to journal licenses. Society relationships continued to strengthen and grow, with 31 new journals and 90 renewals/extensions added, and only two not renewed, during the fiscal year. 12


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    QA HOW DO + A TIONERS IN ARCHITECTURE, engineering, PRACTITIONERS and construction (AEC) are employing powerful software tools to render buildings in rich three-dimensional representations, integrating the full cycle of building design, construction, and maintenance and allowing unprecedented levels of coordination among AEC professionals. Wiley has conducted an in-depth investigation into the PROFESSIONALS workflows that have arisen to support these new technologies, the results of which are shaping a DEVELOP THEIR long-term digital strategy to embed our “must- have” content within those workflows to increase productivity. Our ability to SKILLS AND create and manage content is a core competency, as exemplified by ADVANCE THEIR Architectural Graphic Standards,s the industry bible that we publish CAREERS? in partnership with the American Institute of Architects. The application of transformative technology to trusted content will yield abundant opportunities to expand and ECONOMIC CHALLENGES around the A world have highlighted the need for extend our offerings. verifiable skills, particularly in the IT industry, where there is a persistent shortage of qualified applicants. The value of technical and professional certification is widely understood, and our Sybex imprint is highly regarded for its top-quality exam prep texts, review guides, and assessment software. In addition, as Microsoft’s exclusive publishing partner for all Microsoft Official Academic Course (MOAC) materials, we provide colleges with a comprehensive workforce readiness program with significant student and instructor print and online materials. Since assuming the MOAC program in October 2006, we have nearly doubled the business, with 29% growth in the past year. WILEY’S GLOBAL FINANCE and accounting program is extending its reach A through digital media, with a 28% increase in digital revenue, led by eBooks; expanded digital delivery of its CPA program in partnership with the University of Phoenix; and the launch of an online test-bank study component. In the year ahead, we look forward to building on our success by providing additional online test prep programs and mobile apps, and through the development of workflow solutions incorporating Wiley content in targeted areas of both finance and accounting. 13


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    QA + WHAT DO A OVER THE PAST YEAR, more students and professors around the world have embraced WileyPLUS, with a 42% increase in sales over prior year. We now have millions of customers in more than 20 countries. Integrating digital texts with online interactive resources through an effective, research-based approach, WileyPLUS assists instructors in creating learning opportunities while providing students with a framework within which to develop their skills and gain confidence. One instructor documented a 17% increase in WE DO TO student success through WileyPLUS, based on grades, pass- fail levels, and course completion rates. She noted that failing ENHANCE students achieved success after addressing issues revealed by the WileyPLUS learning style assessment tool. Instructors have TEACHING AND also told us that students using WileyPLUS ask more conceptual questions and are more engaged. Students say that WileyPLUS LEARNING makes studying more rewarding because it removes uncertainty uncerta by providing immediate feedback on their progress. Of the AROUND THE students whom we surveyed, 75% agreed that WileyPLUS hhad either a “positive” or “very positive” impact on their grade grade. WORLD? On Facebook, one student wrote: “Love WileyPLUS! ‘A’ tools. student because of all the great online study to Thank you!” IN 2006, Higher Education Edu A launched the Visual Visualizing program in partnership with the Natio National Geographic Society, based on the idea that learning enga is more effective and engaging through words and pictures than w words alone. Wiley Visualizing integrates text and pedagogy, photographs, illustrations, maps, and media in a comprehensive presentation presen through print and our WileyPLUS oonline learning environment, which active actively engages students in exploring concepts, conc interacting with the material, and assessing asse their understanding as they progress pro through the course. In a fall 20 2009 U.S. study of more than 1,200 students stud conducted by the independent independen research firm SEG Research, those tho using Wiley Visualizing textbooks text were found to be more m engaged, have higher retention r through the course, and a earn better grades than those using competing textbooks.


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    Full-year sales of eBooks were up 93% to $7 million, and we recently signed an eBook agreement with Apple. P/T’s online advertising and Web site business thrived in fiscal year 2010. CliffsNotes.com advertising revenue grew by 28% over prior year, and Dummies.com recorded notably through WileyPLUS, our integrated its highest-ever monthly traffic count: online suite of teaching and learning 4 million users during the month of resources. Wiley publishes materials in March. Digital technologies are allowing us the sciences, engineering, mathematics, to develop flexible business models and business/accounting, geography, customize content to meet our customers’ computer science, statistics, education, specific needs. psychology, and modern languages. Wiley is continuing to forge important For the full year, global Higher Education new partnerships to drive growth. In revenue was up 18% compared to prior March 2010, Wiley was selected as the year, or 15% on a currency neutral basis. exclusive global publisher of Bloomberg® There was double-digit growth in all and Bloomberg Business Week® branded regions and in nearly every category, books to be marketed as “Bloomberg notably business and accounting, Press®, a Wiley imprint.” In addition, mathematics and statistics, social sciences, Wiley was named an official licensee by and Microsoft Official Academic Course the London Organising Committee of the materials. Full-year results include revenue Olympic and Paralympic Games to publish of $3 million from books previously London 2012 books through a partnership reported in STMS and $1 million that builds on our agreements related from books previously reported in P/T. to the Vancouver Winter Olympics and Excluding these books, Higher Education Beijing Summer Olympics. growth was 13% on a currency neutral basis. Direct contribution to profit in Higher Education the full year increased 29%, or 25% on Wiley Higher Education's mission is to help a currency neutral basis, primarily due teachers teach and students learn. Higher to top-line growth and gross margin Education serves teachers; undergraduate, improvement. Digital revenue and graduate, and advanced placement students; manufacturing efficiencies resulted in and lifelong learners worldwide, as well as meaningful gross margin improvement for secondary school students in Australia. We the second consecutive year. publish educational materials in all media, The continuing growth of WileyPLUS is indicated by the 42% increase in global revenue to $31 million. WileyPLUS now accounts for 11% of global Higher Education sales. Digital-only sales (not packaged with a print textbook) grew 55% to $10 million, accounting for 36% of WileyPLUS sales. 15


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    Wiley signed a partnership agreement with Reaction Explorer to bring new capabilities to WileyPLUS. Reaction Explorer will enable students to predict the results of arbitrary organic chemistry reactions and achieve a higher level of understanding of the intricacies of we are strengthening Wiley’s position organic chemistry reactions, syntheses, as a company that delivers value to and mechanisms. shareholders, customers, authors, clients, and colleagues. With 650 titles now available as eBooks through CourseSmart, Higher Education’s In fiscal year 2011, we are projecting mid- eBook program gained ground during the single-digit revenue growth on a currency year. In the Australian secondary school neutral basis. Growth in operating income market, the number of registered users of is expected to be partially offset by a the JacarandaPLUS eBook solution grew higher effective tax rate and an increase in from 13,000 in April 2009 to 85,000 in shares outstanding. Excluding the effect April 2010. of foreign exchange, we are projecting EPS growth of approximately 10% from Global Higher Education revenue fiscal year 2010 adjusted EPS of $2.58. generated by products and services These projections are based on average other than traditional print textbooks— exchange rates that were in effect in products that cannot be resold as used the last fiscal year. Since then, the U.S. books, such as WileyPLUS, digital content dollar has strengthened significantly, sales to institutions, custom publishing, which will have an unfavorable binder editions, and eBooks—grew 37% effect on Wiley’s reported results. this year to $61 million, and now accounts for 22% of total Higher Education revenue. In April, Wiley earned a place on several “Best Places to Work” lists, OUTLOOK including recognition of our Company’s operations in New Jersey, Indianapolis, While we are mindful of the volatility and San Francisco. We are proud of in markets around the world, we believe this recognition and grateful to our the ongoing shift towards knowledge- colleagues who embrace Wiley’s culture, based economies, the robust demand for which is built on a solid foundation outcomes-based learning, and investments of trust, ethics, and integrity. in research and development bode well for Wiley. By optimizing our investments in enabling technology, accelerating our migration from print to digital business models, ensuring a competitive cost structure, and building on our culture of Willi J. William J Pesce P collaboration and enduring partnerships, President and Chief Executive Officer Peter Booth Wiley Chairman, Board of Directors 16


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    QA HOW DO + A WE ARE TAKING advantage of new communications technologies to bring people the know-how they need in their daily lives. Home cooks can consult the How to Cook WE DELIVER Everything on the Go app (based on the bestselling Mark Bittman cookbook) in KNOWLEDGE the kitchen or the supermarket aisle, on their iPhones, iPads, and iPod touches. WHENEVER The Frommer’s Travel Tools app includes a tip calculator, currency converter, AND and packing list, along with several other tools and links to Frommer’s WHEREVER guidebook content. In the recent U.K. general election, undecided voters had the interactive Election Quiz 2010 PEOPLE For Dummies app to guide them. We have launched more than 70 such apps, NEED IT? including several CliffsNotes study guides and a range of test prep tools, the majority of which generate revenue through licensing agreements. THE eBOOK MARKET A continues its explosive growth as the Apple iPad, the Barnes & Noble Nook, and the Borders Kobo eReader join the Amazon Kindle, each with its own associated online bookstore. ore. We welcome the proliferation of deviceses and formats being made available to ourur customers and the new opportunities for partnership in delivering our contentt through them. In June 2010, Wiley signed an eBook agreement with Apple. We also released our first three enhanced eBooks—Windows 7 For Dummies, Knitting For Dummies, and Rose’s Heavenly Cakes—incorporating audio and video in ways that demonstrate the medium’s tremendous potential to enhance the reader’s experience.


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    QA WHY MUST + WE PROTECT INTELLECTUAL PROPERTY RIGHTS? IN 1858, Abraham Lincoln praised d A intellectual property law for adding “the fuel of interest to the fire of genius”—that is, creating the incentive of compensation for people to share their ideas deas and providing them with recourse against st ding piracy. His succinct formulation is an abiding truth, and Wiley has a long track record of protecting the copyright of our valuable content and the livelihood of our authorss from infringement in all its forms, often in collaboration with other publishers. For or example, in February, Wiley was one of six erman publishers to obtain an injunction in a German court against Swiss-based Rapidshare AG, G, an ness Internet file-hosting service with a business model that encouraged the unauthorizedd uploading of content. The other publishers ers involved were Bedford, Freeman and Worth rth acmillan; Publishing Group, LLC, a subsidiary of Macmillan; Cengage Learning Inc.; Elsevier Inc.; The McGraw- Hill Companies, Inc.; and Pearson Education,tion, Inc. The Rapidshare decision sends a clear messageessage that the legitimate interests of authors and publishers are not fair game for pirates. Wiley is providing more access to more content by more -year people than at any other time in its 203-year history. Unauthorized access, enabled byy pirates and other parties, is stealing. It is unfair to authors and publishers and, ultimately, detrimentalntal to a knowledge-based society. Wiley is committedmitted to a forcement. comprehensive strategy of copyright enforcement. 18


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    THE WILEY VISION John Wiley & Sons, Inc., aspires to be a valued and respected provider of products and services that make important contributions to advances in knowledge and understanding around the world, a role that is essential to progress in a healthy and prosperous society. While fulfilling this role, we strive to build lasting, collaborative relationships with all our stakeholders. We are dedicated to sustaining Wiley’s performance-driven culture, which requires our unwavering commitment to the highest standard of ethical behavior and integrity in everything we do. MISSION Investors can rely on a highly capable leadership Wiley’s mission is to be a global information and team and an independent Board of Directors education company providing content and services distinguished by their commitment to effective to professionals, researchers, educators, students, governance, ethical behavior, and integrity in all lifelong learners, and consumers worldwide. that we do. Wiley is dedicated to serving our customers’ + We are responsible to the communities in which needs while generating attractive intellectual and we work. These communities should benefit from financial rewards for all our stakeholders—authors, our good citizenship, including our support of customers, clients, colleagues, and shareholders. educational and cultural organizations. VALUES GOALS AND STRATEGIES Founded in 1807, during the presidency of Thomas Wiley’s goal is to become the most successful Jefferson, Wiley has evolved into one of the world’s company in the markets in which we compete. most respected publishing companies. We strongly Successful means: believe in the enduring value of collaborative + revenue growth that results in market share gains; relationships, built on a solid foundation of trust + strong profitability, cash flow, and return on and integrity. We strive to be the very best at all that investment; we do, which strengthens our competitive position + innovation that serves the needs of our customers; and results in consistently strong performance. + an attractive place to work that supports our Wiley’s strength is based on the efforts and performance-driven culture. accomplishments of a diverse group of people who Achieving this will require: are distinguished by their integrity, creativity, talent, initiative, and dedication. + becoming a more global, externally focused company that provides outstanding customer + We are responsible to our customers, who rely on experiences with our products and services; the quality of our products and services to meet their needs. Service must be prompt and efficient, + providing more access to more content than ever and prices should be reasonable. in pursuit of our vision of All Wiley, All the Time, + We are responsible to our authors and partners, Anywhere; who collaborate with us to create high-quality + enhancing existing capabilities and developing products and services, and who deserve new ones internally or through acquisition; appropriate recognition and compensation for + optimizing our investments in enabling their efforts. technology and accelerating our migration from + We are responsible to our colleagues, whom we print to digital business models; respect as human beings first, professionals + ensuring a competitive cost base and an efficient second. We must provide a reasonable sense of product and business development process; security, pleasant and safe working conditions, + building on our culture of collaboration and our fair compensation and benefit programs, and ability to foster long-term partnerships to deliver opportunities for professional growth. value to authors, customers, clients, colleagues, + We are responsible to our shareholders, who and shareholders. should realize a fair return on their investments. 19


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    ON CORPORATE CITIZENSHIP At Wiley, we have long understood that we are an integral part of the communities in which we live and work, as well as those we serve, and that our responsibility to them is an essential element of our mission. Two years ago, we established the Wiley Corporate Citizenship Initiative to provide a framework for us to evaluate our social and environmental policies and practices and set new goals that are fully integrated with our business strategies. Over the past year, we have extended and refocused our corporate citizenship activities. + Providing access to those in need. Wiley was a founding member of and participates in United Nations partnerships to make online scientific content available free or at nominal cost to researchers in developing countries. In the wake of the Haitian earthquake, we made several of our health science journals available free to health workers there, and we opened the Cochrane Collaboration’s Evidence Aid project to major health organizations to provide up-to-date evidence on relevant medical interventions. We are also a founding partner of an Evidence Aid Web site that will inform planners and policy makers as well as emergency responders. + Giving to local communities. We added local charitable committees in Ames, Iowa; Indianapolis, Indiana; Malden, Massachusetts; and San Francisco, California. Among our noteworthy global initiatives has been Wiley Asia’s work with the Mitrataa Foundation to sponsor an education center for Nepalese girls, which has included organizing charity events and hosting an online auction of Nepalese crafts to raise additional funds. + Reducing our carbon footprint. We undertook a global project to measure the carbon impact of shipping books and journals, a major contributor to our carbon footprint. The results will inform our goals for reduction. Our Paper Task Force has studied our use of sustainably produced paper and is developing goals for future use. + Inspiring others. We are pleased to have stimulated a higher level of engagement among colleagues and stakeholders alike. We have adopted a vendor code of ethics, which will help us ensure that our supply chain conforms to the standards we set for ourselves. We look forward to further expanding our activities in the year ahead. For more on our progress and our goals for 2011, please visit www.wiley.com/go/citizenship. “In dreams begins responsibility” – W.B. YEATS Respect for the environment and our global community is a fundamental Wiley value. In 2008, we formed the Global Citizenship Council to develop and implement a unified global citizenship program that is fully integrated into Wiley’s business strategies; drives change in our social, environmental, and ethical management practices; and brings to light the Company’s exemplary values and policies. Since launching the initiative, we have focused on sharing our content with those in need, enhancing community philanthropy, reducing our carbon impact, creating global guidelines and best practices for paper use, establishing a vendor code of ethics, and engaging our stakeholders in our efforts. 20


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    QA + HOW DO WE DELIVER VITAL INFORMATION TO THE DEVELOPING WORLD? WILEY WAS AMONG the original six publishers A who joined with the United Nations World Health Organization and two major universities in 2001 to launch Research4Life, bringing researchers in developing countries free or low-cost access to online journals in the areas of health, agriculture, the environment, and related subjects. In October 2009, we expanded our offerings to include 80% of our journals—a total of 1,200, up from approximately 750—bringing those researchers significantly greater resources in finding local solutions to local problems. We have also recently instituted a provision whereby all licensees of our online research content may extend their access privileges to emergency workers and members of the academic community who are displaced by a natural disaster. Following the earthquake in Haiti, we provided health workers with free access to several of our health science journals as part of the National Library of Medicine’s Emergency Access Initiative. We also provided free access to The Cochrane Library through Cochrane Evidence Aid, providing evidence reviews and topical evidence summaries for wound, fracture, and trauma treatments, among others. The Cochrane Library was the third-most-accessed publication in the Emergency Access Initiative. 21


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    SCIENTIFIC, TECHNICAL, FISCAL MEDICAL, AND YEAR 2010 SCHOLARLY HIGHLIGHTS Providing must-have GLOBAL STMS revenue was essentially flat on a currency neutral basis. Higher revenue from global rights, individual articles, and content and services The Cochrane Library offset lower revenue to researchers and from advertising, journal subscriptions (partially due to production scheduling), practitioners in research- and individual member subscriptions. CONTINUED to strengthen society based professions relationships, with 31 new journals signed in fiscal year 2010, 90 journal contracts renewed or extended, and only two journal contracts not renewed. PARTNERED with the Australian Psychological Society to publish three flagship journals: Australian Journal of SIGNED an agreement with Chemical AS PART of a new agreement with Psychology, Australian Psychologist, and Industry Press of Beijing, China, to publish Universitätsbibliothek Johann Christian Clinical Psychologist. a co-branded Wiley-CIP imprint. The Senckenberg in Frankfurt, The Cochrane ADDED more than 300 new journal collaboration will focus on a series of Library is now available to more than subscription customers/institutions. English-language advanced textbooks and 650,000 students and faculty at 47 reference books for a global readership universities in Germany. LAUNCHED Wiley Online Library in summer of postgraduates, researchers, and 2010, replacing Wiley InterScience. Wiley LAUNCHED Essential Evidence, a new practitioners in engineering, materials Online Library hosts one of the world’s science, and chemistry, with the potential resource tool added to the online, broadest and deepest multidisciplinary to expand into other areas. evidence-based Essential Evidence collections of online resources covering Plus, to help clinicians make diagnoses, SIGNED a licensing agreement giving 60 chart treatment plans, and determine life, health, and physical sciences; the social sciences; and the humanities. It million Internet users in India access to prognoses. provides access to more than 4 million The Cochrane Library’s internationally SIGNED an agreement with Scrivener articles from 1,500 journals, 8,000 renowned collection of evidence-based healthcare databases, used by clinicians Publishing to co-publish and distribute books, and hundreds of reference works, their engineering books globally. The laboratory protocols, and databases. around the world to make informed decisions about treatments. program will publish 15-20 books per LAUNCHED WileyChina.com, a Chinese- year, targeted at researchers in the language site featuring general technical and applied sciences. information about Wiley’s presence in China as well as specific details about core content of particular interest to the Chinese community. 22


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    STRATEGIES ACCELERATE online migration of business by launching Wiley Online Library, developing improved functionality for online products, enriching content, and other means. STRENGTHEN presence in emerging markets, such as China, the Middle East, Latin America, and India. BUILD long-term partnerships with libraries, societies, authors, research funding organizations, and other key constituencies. FOSTER performance-based culture that enables development and innovation. IMPROVE productivity and reduce costs to finance investments in enabling technology and new products and services. STRENGTHEN brands and enhance public profile to reinforce our position as the leading publisher for global research and scholarly communities and the largest publisher for professional and scholarly societies. GROW online advertising business. BUILD expertise and bolster leadership in communities we serve. ACCELERATE revenue and margin growth through cross-business collaboration. PRODUCTS Journals, encyclopedias, books, databases, and laboratory manuals in the life sciences, health sciences, physical sciences, social sciences, humanities, engineering, dentistry, veterinary science, nursing, and other research-based professions, delivered in print and online. CUSTOMERS Academic, corporate, government, and public libraries; researchers; clinicians; engineers and technologists; scholarly and professional societies; students; and professors worldwide. DISTRIBUTION Multiple channels including libraries, library consortia, subscription agents, bookstores, online booksellers, and direct sales to customers. BRANDS/FRANCHISES Wiley, Wiley ACerS, Wiley AIChE, Wiley-Blackwell, Wiley-Dunod, Wiley-IEEE Press, Wiley-OSA, Wiley-RMS, Wiley-TMS, Wiley-VCH, Arnold, Blackwell Publishing, Blackwell Reference Online, BMJ Books, BPS- Blackwell, Compass, Current Protocols, Ernst & Sohn, Essential Evidence Plus, Five-Minute Veterinary Consult, GIT Verlag, IFT Press, ISTE, PharmaFile, The Cochrane Library, UKVet, Verlag Helvetica Chimica Acta, WIREs (Wiley Interdisciplinary Reviews). PUBLISHING CENTERS Australia, Germany, Singapore, U.K., U.S. 23


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    PROFESSIONAL/ TRADE FISCAL Making a difference YEAR 2010 in the professional HIGHLIGHTS and personal lives of GLOBAL P/T revenue grew 6% on a currency our target audiences neutral basis, driven by consumer, business, technology, psychology, and education sales and by new publishing relationships with GMAC® and Meredith (Better Homes and Gardens). BECAME the exclusive global publisher of Bloomberg® and Bloomberg BusinessWeek® branded books to be marketed as “Bloomberg Press®, a Wiley imprint.” The content will be published in print, eBook, and digital formats. SIGNED eBook agreements with Apple, Barnes and Noble (Nook), EBooks.com, and Ingram Digital, adding to existing LAUNCHED CliffsNotes-to-Go, a literature CULINARY publishing’s banner year, which agreements with Amazon (Kindle), Sony notes application for the iPhone and iPod included several bestsellers, was capped (eReader), and Mobipocket. touch. The apps contain the full content of by Wiley books winning a number of such popular classics as The Adventures prestigious awards, among them the THROUGH an alliance with LibreDigital, of Huckleberry Finn and Macbeth, plus International Association of Culinary developed the capability to sell eBooks in audio summaries, interactive character Professionals cookbook of the year award bulk, enabling volume sales in e-only or maps, and other features. for Rose’s Heavenly Cakes and the James print-plus-electronic combinations based Beard award for cookbook of the year on a variety of access models. DUMMIES.COM recorded its highest-ever in the single-subject category for Pasta FOLLOWING on our success with the monthly traffic count: 4 million users Sfoglia. Vancouver Winter Olympics and the during March 2010. SIGNED an agreement with the Beijing Summer Olympics, Wiley was FROMMER’S UNLIMITED launched Frommer’s Construction Specifications Institute named an official licensee by the destination guides on Canada.com; to become the publisher of the CSI London Organising Committee of the unveiled destination guides on the U.K. Professional Practice Guides, which Olympic and Paralympic Games. We will meta search engine Travelsupermarket; align with CSI’s certification program publish 12 books, including the official created custom leisure and business for architecture, engineering, and commemorative book of the 2012 London events for a high-profile British Airways construction industry professionals. Summer Olympics. ad campaign microsite; launched an innovative trip planning tool with Eurostar; and integrated multilingual events content and weather charts into an Air France desktop widget. 24


  • Page 27

    STRATEGIES INVEST in enabling technology to support digital product development in e-learning, branded community Web sites, and workflow-based products and services. We will continue to make our content available in the formats our customers demand, in print, across eBook platforms, via online delivery, and through mobile devices. LEVERAGE digital delivery and tap social media to increase sales and improve marketing reach. DEVELOP new, and enhance existing, franchises and alliances, building successful products into franchise programs. DEVELOP and grow industry-leading brands, expanding reach through partnerships, electronic platforms, and B2B sales of products and services. INCREASE revenue from custom, proprietary, and online accounts. ACCELERATE revenue and margin growth through cross-business collaboration. INCREASE market share and profitability through acquisitions. EXTEND team-oriented culture globally, ensuring ownership of business models and effective coordination across locations. PRODUCTS Books, subscription content, and information services in all media. Subject areas include business, technology, architecture, cooking, psychology, education, travel, health, religion, consumer reference, pets, and general interest. CUSTOMERS Professionals, consumers, and students worldwide. DISTRIBUTION Multiple channels globally, including major chains and online booksellers, independent bookstores, libraries, colleges and universities, warehouse clubs, corporations, direct marketing, and Web sites. BRANDS/FRANCHISES Architectural Graphic Standards, Audel, Better Homes and Gardens, Betty Crocker, Bloomberg Press®, Capstone, CliffsNotes, Fisher Investments Press, For Dummies, Frommer’s, Frommer’s Unlimited, GMAT®, Howell Book House, J.K. Lasser, Jossey-Bass, Pfeiffer, Pillsbury, Sybex, Unofficial Guide, Visual, Webster’s New World, Weight Watchers, Wiley Nautical, Wrightbooks, Wrox. PUBLISHING CENTERS Australia, Canada, Germany, Singapore, U.K., U.S. 25


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    HIGHER EDUCATION FISCAL Helping YEAR 2010 teachers teach HIGHLIGHTS and students GLOBAL Higher Education revenue increased 15% on a currency neutral basis. learn Drove double-digit growth in all regions and in nearly every subject category. SALES of products other than traditional print textbooks—WileyPLUS, eBooks, digital content, Wiley Custom Select, and binder editions—now account for 22% of global Higher Education revenue. WileyPLUS sales grew 42% and represent over 11% of global Higher Education sales. LAUNCHED pilot program with the National Geographic Society for custom initiative that will allow customers to combine NGS magazine articles and maps with GREW the Microsoft Official Academic around the world the ability to Wiley geoscience books to create a Course publishing program by 29%, engage actively with an array of NGS more customized and engaging learning partnering with Microsoft to provide photographs, maps, illustrations, solution for instructors and students. colleges with a comprehensive media, and film. Visualizing eBooks and EMBEDDED Radio Frequency Identification workforce readiness program WileyPLUS courses integrate text with (RFID) tags in textbooks to track comprising print and online materials; multimedia assets and assessments, distribution and reduce supply of since assuming responsibility for the providing multiple entry points to reimported, pirated, damaged, and comp program in 2006, Wiley has nearly the content. An independent study in copies; enforce returns policy; and improve doubled the business. fall 2009 found that students using customer experience by reducing shipping Wiley Visualizing textbooks were more EXTENDED the Wiley Faculty Network errors and the associated costs. engaged and performed better than to the global community of educators, those using competing textbooks. PARTNERED with Reaction Explorer, which hosting the first international virtual uses expert system technology to predict WFN Guest Lecture jointly with REGISTERED users of Wiley’s the results of arbitrary organic chemistry the Taiwan Accounting Association JacarandaPLUS eBook solution in reactions, to bring new capabilities to and launching a new Web site Australia’s secondary schools increased the online organic chemistry market. allowing faculty everywhere to from 13,000 in April 2009 to 85,000 in Students accessing Reaction Explorer engage with peers, Wiley authors, April 2010. through WileyPLUS will be able to achieve and Wiley products 24/7; hosted COMMUNITY college business grew a higher level of understanding of the a virtual workshop for more than by 21%, with Wiley products and intricacies of organic chemistry reactions, 250 community college instructors, services providing vital support for syntheses, and mechanisms. distance learning coordinators, and the increasingly important role these administrators; served more than career-oriented, two-year schools are 20,000 instructors through peer-to- playing in a shifting economy. peer mentoring, virtual Guest Lectures, live workshops, and other events. GAINED global digital rights for the Wiley Visualizing program, created in partnership with the National Geographic Society, bringing learners 26


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    STRATEGIES CREATE new revenue streams and business models through digital delivery and outcomes-based learning. INVEST in WileyPLUS to enhance and extend teaching and learning solutions. EXTEND marketing reach through new capabilities, including social networking. OPTIMIZE institutional selling to offer customers our quality products at affordable price points. INCREASE market share and profitability through acquisitions. MAXIMIZE global Higher Education revenue and cost savings by coordinating (print and digital) publishing, production, and marketing activities globally. ACCELERATE revenue and margin growth through cross-business collaboration. PRODUCTS Educational materials in all media for two- and four-year colleges and universities and for-profit career colleges, as well as for secondary schools in Australia and advanced placement classes in U.S. high schools. CUSTOMERS Undergraduate, graduate, and advanced placement students; educators; and lifelong learners worldwide, and secondary school students in Australia. DISTRIBUTION Multiple channels including college bookstores, online booksellers, and direct sales to customers. BRANDS/FRANCHISES Wiley, Wiley Custom Select, Wiley Desktop Editions, WileyFLEX, Wiley/ Jossey-Bass, Wiley/MOAC, WileyPLUS, Wiley Visualizing, Business Extra Select, CATALYST, Jacaranda, Reaction Explorer. PUBLISHING CENTERS Australia, Canada, India, U.K., U.S. 27


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    QA HOW DO + A AS THE SHIFTING economy drives a strong need for workforce development, certification, and retraining, community colleges, with their career- oriented, two-year programs, are taking on an increasingly vital role. Through the strategic focus of our publishing programs and our unique Wiley Faculty Network (WFN), which has brought instructors WE PARTNER peer-to-peer mentoring in technology and educational best practices since 2001, we are WITH well positioned to serve this market. The WFN has several community college instructors on EDUCATORS its mentor team and recently hosted a virtual workshop for more than 250 community college TO SERVE A instructors, distance learning coordinators, and administrators, focusing on such topics as Growth CHANGING Principles for Colleges, The Teacher as Mentor, and Engaging Diverse Students. Wiley products such SOCIETY? as the Visualizing books, the Microsoft Official Academic Course texts, and WileyPLUS are ideally suited to this sector. The result has been a 21% increase in our community college business over prior year. LUTIONS GROUP provides THE WILEY BUSINESS SOLUTIONS A ke the University of Phoenix, for-profit institutions like niversity, Kaplan University, ITT Laureate Education, Capella University, Technical Institute, Strayer University, versity, Education Management Corporation, Career Education Corporation, and DeVry olutions aligned with their career- University with services and solutions focused educational missions. Our offerings include custom content, professional developmentment programs for faculty and administrators, and resources to promote student engagement. We also provide a full-service curriculum development program, for which we carry out market research in targeted subject areas, engage subject matter expertss to create courses, and build instructional materials from new ew and existing Wiley content and media elements. As communitymunity colleges, state universities, ncreased interest in services and and private institutions show increased solutions that support the use of core Wiley content, the work of the BSG is providing us with a model for the future. 28


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    FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: April 30, 2010 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the transition period from to Commission file number 1-11507 JOHN WILEY & SONS, INC. (Exact name of Registrant as specified in its charter) NEW YORK 13-5593032 State or other jurisdiction of incorporation or I.R.S. Employer Identification No. organization 111 River Street, Hoboken, NJ 07030 Address of principal executive offices Zip Code (201) 748-6000 Registrant’s telephone number including area code Securities registered pursuant to Section Name of each exchange on which 12(b) of the Act: Title of each class registered Class A Common Stock, par value $1.00 per New York Stock Exchange share Class B Common Stock, par value $1.00 per New York Stock Exchange share Securities registered pursuant to Section 12(g) of the Act: None -1-


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    Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes |X| No | | Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes | | No |X | 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. | | 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. 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| The aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to the closing price as of the last business day of the registrant’s most recently completed second fiscal quarter, October 31, 2009, was approximately $1,565.6 million. The registrant has no non-voting common stock. The number of shares outstanding of the registrant’s Class A and Class B Common Stock as of May 31, 2010 was 50,533,570 and 9,582,095 respectively. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for use in connection with its annual meeting of stockholders scheduled to be held on September 16, 2010, are incorporated by reference into Part III of this form 10-K. -2-


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    JOHN WILEY AND SONS, INC. AND SUBSIDIARIES FORM 10-K FOR THE FISCAL YEAR ENDED APRIL 30, 2010 INDEX PART I PAGE ITEM 1. Business 4 ITEM 1A. Risk Factors 4-8 ITEM 1B. Unresolved Staff Comments 8 ITEM 2. Properties 9 ITEM 3. Legal Proceedings 9 ITEM 4 [Removed and Reserved] 10 PART II ITEM 5. Market for the Company’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities 10 ITEM 6. Selected Financial Data 10 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 10 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 10 ITEM 8. Financial Statements and Supplemental Data 10 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 79 ITEM 9A. Controls and Procedures 79 ITEM 9B. Other Information 79 PART III ITEM 10. Directors and Executive Officers of the Registrant 80-81 ITEM 11. Executive Compensation 81 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 81 ITEM 13. Certain Relationships and Related Transactions 81 ITEM 14. Principal Accounting Fees and Services 81 81 PART IV ITEM 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K 82-84 SIGNATURES -3-


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    PART I Item 1. Business The Company, founded in 1807, was incorporated in the state of New York on January 15, 1904. (As used herein the term “Company” means John Wiley & Sons, Inc., and its subsidiaries and affiliated companies, unless the context indicates otherwise.) The Company is a global publisher of print and electronic products, providing content and digital solutions to customers worldwide. Core businesses produce scientific, technical, medical and scholarly journals, encyclopedias, books, online products and services; professional and consumer books, subscription products, certification and training materials, online applications and websites; and educational materials in all media, including integrated online teaching and learning resources, for undergraduate, graduate and advanced placement students, educators, and lifelong learners worldwide as well as secondary school students in Australia. The Company takes full advantage of its content from all three core businesses in developing and cross-marketing products to its diverse customer base of professionals, consumers, researchers, students, and educators. The use of technology enables the Company to make its content more accessible to its customers around the world. The Company maintains publishing, marketing, and distribution centers in the United States, Canada, Europe, Asia, and Australia. Further description of the Company’s business is incorporated herein by reference in the Management’s Discussion and Analysis section of this 10-K. Employees As of April 30, 2010, the Company employed approximately 5,100 people on a full-time equivalent basis worldwide. Financial Information About Industry Segments The note entitled “Segment Information” of the Notes to Consolidated Financial Statements and the Management’s Discussion and Analysis section of this 10-K, both listed in the attached index, are incorporated herein by reference. Financial Information About Foreign and Domestic Operations and Export Sales The note entitled “Segment Information” of the Notes to Consolidated Financial Statements and the Management’s Discussion and Analysis section of this 10-K, both listed in the attached index, are incorporated herein by reference. Item 1A. Risk Factors You should carefully consider all of the information set forth in this Form 10-K, including the following risk factors, before deciding to invest in any of the Company’s securities. The risks below are not the only ones the Company faces. Additional risks not currently known to the Company or that the Company presently deems immaterial may also impair its business operations. The Company’s business, financial condition, results of operations or prospects could be materially adversely affected by any of these risks. Cautionary Statement Under the Private Securities Litigation Reform Act of 1995: -4-


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    This 10-K and our Annual Report to Shareholders for the year ending April 30, 2010 contain certain forward- looking statements concerning the Company’s operations, performance and financial condition. In addition, the Company provides forward-looking statements in other materials released to the public as well as oral forward-looking information. Statements which contain the words anticipate, expect, believes, estimate, project, forecast, plan, outlook, intend and similar expressions constitute forward-looking statements that involve risk and uncertainties. Reliance should not be placed on forward-looking statements, as actual results may differ materially from those in any forward-looking statements. Any such forward-looking statements are based upon a number of assumptions and estimates that are inherently subject to uncertainties and contingencies, many of which are beyond the control of the Company, and are subject to change based on many important factors. Such factors include, but are not limited to (i) the level of investment in new technologies and products; (ii) subscriber renewal rates for the Company’s journals; (iii) the financial stability and liquidity of journal subscription agents; (iv) the consolidation of book wholesalers and retail accounts; (v) the market position and financial stability of key retailers; (vi) the impact of the used-book market; (vii) worldwide economic and political conditions; and (viii) the Company’s ability to protect its copyrights and other intellectual property worldwide (ix) other factors detailed from time to time in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any such forward-looking statements to reflect subsequent events or circumstances. Operating Costs and Expenses The Company has a significant investment, and cost, in its employee base around the world. The Company offers competitive salaries and benefits in order to attract and retain the highly skilled workforce needed to sustain and develop new products and services required for growth. Employment and benefit costs are affected by competitive market conditions for qualified individuals, and factors such as healthcare, pension and retirement benefits costs. The Company is a large paper purchaser, and paper prices may fluctuate significantly from time-to-time. The Company attempts to moderate the exposure to fluctuations in price by entering into multi-year supply contracts and having alternative suppliers available. In general, however, any significant increase in the costs of goods and services provided to the Company may adversely affect the Company’s costs of operation. Protection of Intellectual Property Rights Substantially all of the Company’s publications are protected by copyright, held either in the Company’s name, in the name of the author of the work, or in the name of the sponsoring professional society. Such copyrights protect the Company’s exclusive right to publish the work in many countries abroad for specified periods, in most cases the author’s life plus 70 years, but in any event a minimum of 50 years for works published after 1978. The ability of the Company to continue to achieve its expected results depends, in part, upon the Company’s ability to protect its intellectual property rights. The Company’s results may be adversely affected by lack of legal and/or technological protections for its intellectual property in some jurisdictions and markets. The Scientific, Technical, Medical and Scholarly (“STMS”) publishing industry generates much of its revenue from paid customer subscriptions to print and online journal content. There is debate within the academic and government communities whether such journal content should be made available for free, immediately or following a period of embargo after publication. For instance, certain governments are considering -5-


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    mandating that all publications containing information derived from government-funded research be made available to the public at no cost. These mandates have the potential to put pressure on subscription-based publications and favor business models funded by author fees or government and private subsidies. If such regulations are widely implemented, the Company’s operating results could be adversely affected. Maintaining the Company’s Reputation Professionals worldwide rely upon many of the Company’s publications to perform their jobs. It is imperative that the Company consistently demonstrates its ability to maintain the integrity of the information included in its publications. Adverse publicity, whether or not valid, may reduce demand for the Company’s publications. Trade Concentration and Credit Risk In the journal publishing business, subscriptions are primarily sourced through independent journal subscription agents who, acting as agents for library customers, facilitate ordering by consolidating the subscription orders/billings of each subscriber with various publishers. Cash is generally collected in advance from subscribers by the subscription agent and is remitted to the journal publisher, including the Company, generally prior to the commencement of the subscription. Although at fiscal year-end the Company had minimal credit risk exposure to these agents, future calendar-year subscription receipts from these agents are highly dependent on their financial condition and liquidity. Subscription agents account for approximately 24% of consolidated book and journal revenue and no one agent accounts for more than 10% of total consolidated revenue. The Company’s business is not dependent upon a single customer; however, the book industry is concentrated in national, regional, and online bookstore chains. Although no one book customer accounts for more than 8% of consolidated revenue, the top 10 book customers account for approximately 20% of total consolidated revenue and approximately 45% of accounts receivable, before reserves at April 30, 2010. Payments for the sale of subscription journals are predominantly collected in advance. Changes in Regulation and Accounting Standards The Company maintains publishing, marketing and distribution centers in Asia, Australia, Canada, Europe and the United States. The conduct of our business, including the sourcing of content, distribution, sales, marketing and advertising is subject to various laws and regulations administered by governments around the world. Changes in laws, regulations or government policies, including tax regulations and accounting standards, may adversely affect the Company’s future financial results. Introduction of New Technologies or Products The Company must continue to invest in technological and other innovations and adapt in order to continue to add value to its products and services and remain competitive. There are uncertainties whenever developing new products and services, and it is often possible that such new products and services may not be launched or if launched, may not be profitable or as profitable as existing products and services. In July 2010, the Company plans to launch a new online publishing platform Wiley Online Library. Wiley Online Library will host the vast majority of the Company’s online content, replacing the current platform Wiley Interscience. All existing Wiley Interscience content and licensees will be transferred to Wiley Online Library. The new online service will include enhanced discoverability, expanded functionality and a range of -6-


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    new personalization options. The Company has formal plans and procedures to effect the transformation. Any disruption to the online service during implementation or unforeseen issue could adversely impact results and the Company’s reputation. Competition for Market Share and Author and Society Relationships The Company operates in highly competitive markets. Success and continued growth depends greatly on developing new products and the means to deliver them in an environment of rapid technological change. Attracting new authors and professional societies, while retaining our existing business relationships, are also critical to our success. Introduction of Higher Education Textbook Rental Programs The Company’s Higher Education business publishes educational materials for two and four-year colleges and universities, for-profit career colleges, advanced placement classes and secondary schools in Australia. Due to a growing demand by students for less expensive textbooks, a growing number of college bookstores are offering textbook rental programs to students. In addition, there are a variety of online national textbook rental companies already offering textbooks on a rental basis. In many ways, the textbook rental business model is an adaptation of the used book model that has been in place in the higher education market for many years. Due to its recent introduction it is uncertain whether such textbook rental programs will have any impact on Wiley results. Interest Rate and Foreign Exchange Risk International-based revenues, as well as our substantial international net assets, expose the Company’s results to foreign currency exchange rate volatility. Fiscal year 2010 revenue was recognized in the following currencies: approximately 55% U.S dollar; 28% British pound sterling; 8% Euro and 9% other currencies. In addition, our interest-bearing loans and borrowings are subject to risk from changes in interest rates. These risks and the measures we have taken to help contain them are discussed in the Market Risk section of this 10-K. For additional details, see Note 11 to our consolidated financial statements, Debt and Available Credit Facilities, in this 10-K. Those sections of our 2010 10-K are incorporated by reference. Notwithstanding our efforts to foresee and mitigate the effects of changes in fiscal circumstances, we cannot predict with certainty changes in currency and interest rates, inflation or other related factors affecting our business. Risk of Doing Business in Developing and Emerging Markets The Company sells its products to customers in the Middle East (including Iran and Syria), Africa (including Sudan), Cuba, and other developing markets where it does not have operating subsidiaries. The Company does not own any assets or liabilities in these markets except for trade receivables. Challenges and uncertainties associated with operating in developing markets may entail a relatively higher risk due to political instability, economic volatility, crime, terrorism, corruption, social and ethnic unrest, and other factors. While sales in these markets do not have a material effect on the Company’s business results, adverse developments related to the risks associated with these markets may cause actual results to differ from historical and forecasted future operating results. Disruption in these markets could also trigger a decrease in consumer purchasing power, resulting in a reduced demand for our products. -7-


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    Liquidity and Global Economic Conditions The recent changes in global financial markets have not had, nor do we anticipate they will have, a significant impact on our liquidity. Due to our significant operating cash flow, financial assets, access to capital markets and available lines of credit and revolving credit agreements, we continue to believe that we have the ability to meet our financing needs for the foreseeable future. As market conditions change, we will continue to monitor our liquidity position. However, there can be no assurance that our liquidity or our results of operations will not be affected by recent and possible future changes in global financial markets and global economic conditions. Similar to other global businesses, we face the potential effects of the global economic recession. Unprecedented market conditions including illiquid credit markets, volatile equity markets, dramatic fluctuations in foreign currency rates and economic recession could affect future results. Effects of Inflation and Cost Increases The Company, from time to time, experiences cost increases reflecting, in part, general inflationary factors. There is no guarantee that the Company can increase selling prices or reduce costs to fully mitigate the effect of inflation on company costs. Ability to Successfully Integrate Key Acquisitions The Company’s growth strategy includes title, imprint and business acquisitions which complement the Company’s existing businesses; the development of new products and services; designing and implementing new methods of delivering products to our customers, and organic growth of existing brands and titles. Acquisitions may have a substantial impact on the Company’s costs, revenues, cash flows, and financial position. Acquisitions involve risks and uncertainties, including difficulties in integrating acquired operations and in realizing expected opportunities; diversions of management resources and loss of key employees; challenges with respect to operating new businesses; debt incurred in financing such acquisitions; and other unanticipated problems and liabilities. Attracting and Retaining Key Employees The Company’s success is highly dependent upon the retention of key employees globally. In addition, we are dependent upon our ability to continue to attract new employees with key skills to support the continued organic growth of the business. Item 1B. Unresolved Staff Comments None -8-


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    Item 2. Properties The Company occupies office, warehouse, and distribution facilities in various parts of the world, as listed below (excluding those locations with less than 10,000 square feet of floor area, none of which is considered material property). All of the buildings and the equipment owned or leased are believed to be in good condition and are generally fully utilized. Location Purpose Owned or Leased Approx. Sq. Ft. United States: New Jersey Corporate Headquarters Leased 386,000 New Jersey Warehouse Leased 380,000 New Jersey Office & Warehouse Leased 185,000 Indiana Office Leased 123,000 Massachusetts Office Leased 43,000 California Office Leased 38,000 Iowa Office & Warehouse Owned 27,000 International: Australia Office & Warehouse Leased 93,000 Office Leased 33,000 Office Leased 26,000 Canada Office & Warehouse Leased 87,000 Office Leased 20,000 England Warehouse Leased 143,000 Warehouse Leased 85,000 Office Leased 63,000 Office Leased 17,000 Office Owned 49,000 Office Owned 21,000 Germany Office Leased 29,000 Office Leased 19,000 Office Owned 58,000 India Office & Warehouse Leased 16,000 Singapore Office & Warehouse Leased 67,000 Office Leased 15,000 Item 3. Legal Proceedings The Company is involved in routine litigation in the ordinary course of its business. In the opinion of management, the ultimate resolution of all pending litigation will not have a material effect upon the financial condition or results of operations of the Company. -9-


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    Item 4. [Removed and Reserved] PART II Item 5. Market for the Company’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities The Quarterly Share Prices, Dividends, and Related Stockholder Matters and Issuer Purchases of Equity Securities listed in the index on page 11 are incorporated herein by reference. On September 17, 2009, 14,130 shares of restricted stock were granted to the Company's non-employee directors under the Company's 2009 Director Stock Plan. These shares were equal in value to 100 percent of the directors' annual total cash compensation, excluding the additional fees paid to committee chairmen and any expense reimbursements. These awards do not vest until the director retires from the Board of Directors and were made as partial compensation for the recipients’ services as directors. On December 16, 2009, 30,000 shares of restricted stock were granted to William J. Pesce, the Company's President and Chief Executive Officer in recognition of his role in reorganizing the company into three global lines of business and on selecting and developing successors for the three global lines of business. These issuances of shares were not registered under the Securities Act of 1933, as amended (the Securities Act), pursuant to the exemption under Section 4(2) of the Securities Act for transactions not involving any public offering. No underwriters participated in these transactions, and the Company did not receive any proceeds in connection with these transactions. Item 6. Selected Financial Data The Selected Financial Data listed in the index on page 11 is incorporated herein by reference. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Management’s Discussion and Analysis of Business, Financial Condition and Results of Operations listed in the index on page 11 are incorporated herein by reference. Item 7A. Quantitative and Qualitative Disclosures about Market Risk The information appearing under the caption “Market Risk” in Management’s Discussion and Analysis of Financial Condition and Results of Operations listed in the index on page 11 is incorporated herein by reference. Item 8. Financial Statements and Supplemental Data The Financial Statements and Supplemental Data listed in the index on page 11 is incorporated herein by reference. -10-


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    JOHN WILEY & SONS, INC., AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES The following financial statements and information appearing on the pages indicated are filed as part of this report: Page(s) Management’s Discussion and Analysis of Business, Financial Condition and Results of Operations 12-42 Results by Quarter 43 Quarterly Share Prices, Dividends, and Related Stockholder Matters and Issuer Purchases of Equity Securities 44 Selected Financial Data 45 Management’s Report on Internal Control over Financial Reporting 46 Reports of Independent Registered Public Accounting Firm 47-48 Consolidated Statements of Financial Position as of April 30, 2010 and 2009 49 Consolidated Statements of Income for the years ended April 30, 2010, 2009, and 2008 50 Consolidated Statements of Cash Flows for the years ended April 30, 2010, 2009, and 2008 51 Consolidated Statements of Shareholders’ Equity and Comprehensive Income for the years ended April 30, 2010, 2009, and 2008 52 Notes to Consolidated Financial Statements 53-77 Schedule II — Valuation and Qualifying Accounts for the years ended April 30, 2010, 2009, and 2008 78 Other schedules are omitted because of the absence of conditions under which they apply or because the information required is included in the Notes to Consolidated Financial Statements. -11-


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    Management’s Discussion and Analysis of Business, Financial Condition and Results of Operations The Company is a global publisher of print and electronic products, providing content and digital solutions to customers worldwide. Core businesses produce scientific, technical, medical and scholarly journals, encyclopedias, books, online products and services; professional and consumer books, subscription products, certification and training materials, online applications and websites; and educational materials in all media, notably through WileyPLUS, the Company’s integrated online learning environment, for undergraduate and graduate students, educators, and lifelong learners worldwide as well as secondary school students in Australia. The Company takes full advantage of its content from all three core businesses in developing and cross- marketing products to its diverse customer base of professionals, consumers, researchers, students, and educators. The use of technology enables the Company to make its content more accessible to its customers around the world. The Company maintains publishing, marketing, and distribution centers in the United States, Canada, Europe, Asia, and Australia. Business growth comes from a combination of title, imprint and business acquisitions which complement the Company’s existing businesses; from the development of new products and services; from designing and implementing new methods of delivering products to our customers; and from organic growth of existing brands and titles. The Company’s revenue grew at a compound annual rate of 12% over the past five years, including the acquisition of Blackwell in February 2007. Core Businesses Scientific, Technical, Medical and Scholarly (STMS): The Company is one of the leading publishers for the scientific, technical, medical and scholarly communities worldwide, including academic, corporate, government, and public libraries; researchers; scientists; clinicians; engineers and technologists; scholarly and professional societies; and students and professors. STMS products include journals, books, major reference works, databases and laboratory manuals. STMS publishing areas include the physical sciences, health sciences, social science and humanities and life sciences. The Company’s STMS products are sold and distributed globally, online and in print through multiple channels, including research libraries and library consortia, independent subscription agents, direct sales to professional society members, bookstores, online booksellers and other customers. Publishing centers include Australia, Germany, Singapore, the United Kingdom and the United States. STMS accounted for approximately 58% of total Company revenue in fiscal year 2010 and generated revenue growth at a compound annual rate of 20% over the past five years, including the acquisition of Blackwell in February 2007. The graph below presents STMS revenue by product type for fiscal year 2010: Other Publishing Income 10% Publishing Rights 5% Books and Reference Works 16% Journal Subscriptions 64% Advertising 5% -12-


  • Page 43

    Approximately 53% of journal subscription revenue is derived from publishing rights owned by the Company. Publishing alliances also play a major role in STMS’s success. The Company publishes the journals of prestigious societies, including the American Cancer Society, the British Journal of Surgery Society, the Federation of European Biochemical Societies, The European Molecular Biology Organization, the American Anthropological Association and the German Chemical Society. Approximately 47% of journal subscription revenue is derived from publication rights which are owned by professional societies and published by the Company pursuant to a long-term contract or owned jointly with a professional society. These society alliances bring mutual benefit, with the societies gaining Wiley’s publishing, marketing, sales and distribution expertise, while Wiley benefits from being affiliated with prestigious societies and their members. STMS is a leading provider of evidence-based medicine (EBM). The Cochrane Collaboration database, a premier source of high-quality independent evidence to inform healthcare decision-making, provides the foundation for the Company’s growing suite of EBM products designed to improve patient healthcare. EBM facilitates the effective management of patients through clinical expertise informed by best practice evidence that is derived from medical literature. In late July 2010, the Company plans to launch Wiley Online Library, which will host the world’s broadest and deepest multidisciplinary collection of online resources covering life, health and physical sciences, medicine, humanities and social science. Built on the latest technology and designed with extensive input from scholars around the world, Wiley Online Library will deliver seamless integrated access to over 4 million articles from 1,500 journals, 8,000 books, and hundreds of reference works, laboratory protocols and databases from John Wiley & Sons and key imprints including Wiley-Blackwell, Wiley-VCH and Jossey-Bass. Featuring a clean and simple interface, this new online service will combine intuitive navigation, enhanced discoverability, expanded functionalities and a range of personalization options. Wiley Online Library will completely replace Wiley InterScience, the Company’s current online publishing platform for its scientific, technical, medical and scholarly content, previously introduced in 1999. All existing Wiley InterScience content and licensees will be transferred to the new site to enable seamless access for users and subscribers. Access to Wiley Online Library and Wiley InterScience is sold through licenses with institutional and corporate libraries, consortia and other academic, government and corporate customers. The Company offers a range of licensing options including customized suites of journal publications for individual customer needs as well as subscriptions for individual journal and online book publications. Licenses are typically sold in durations of one to three years. The Company also provides fee-based access to its content through its Article Select and PayPerView programs which offer non-subscribed journal content, book chapters and major reference work articles. Wiley Online Library and Wiley InterScience take advantage of technology to update content frequently and to add new features and resources on an ongoing basis to increase the productivity of scientists, professionals and students. Two examples are EarlyView, through which customers can access individual articles well in advance of print publication, and MobileEditions, which enables users to view tables of content and abstracts on wireless handheld devices and Web-enabled phones. In 2008, the Company introduced its open access business model, OnlineOpen. Under this open access business model, the author, the author's funding agency, or the author's institution pays a fee to ensure that an article is made available globally via Wiley InterScience to all non-subscribers including the general public upon publication. The article is also deposited in the funding agency's preferred repository. In return for the service fee, the Company provides its customary publishing, editing and peer review and technology services. -13-


  • Page 44

    In 2005, the Company began a program to digitize its entire historical journal content, dating back to the 1800s. The Company’s digitization of legacy content is designed to improve the research pathway and ensure content discovery is as seamless and efficient as possible. The backfile collection, which is available online through Wiley InterScience, spans three centuries of scientific research and comprise over 13.6 million pages – one of the largest archives of its kind issued by a single publisher. As of April 30, 2010 all of Wiley’s and Blackwell’s existing journal content is digitized and made available to customers. The Company has been focused on reducing costs associated with the STMS business to finance investments in enabling technology and new businesses. The cost savings are principally the result of increased off-shoring and out-sourcing of certain functions and activities from high cost locations to Singapore and other countries in Asia. Significant portions of the STMS journals and books content management functions, in addition to certain customer support activities, have been off-shored as of the end of fiscal year 2010, with central marketing roles expected to be transferred during fiscal year 2011. In addition to cost savings, the off-shoring and out-sourcing of these functions has enabled the Company to focus its resources on value-added activities, such as process and service enhancements. Significant Acquisitions: In February 2007, the Company acquired Blackwell Publishing (Holdings) Ltd. (“Blackwell”), a leading publisher of journals and books for the academic, research and professional markets focused on science, technology, medicine and social sciences and humanities. Headquartered in Oxford, England, Blackwell also maintained publishing locations in the United States, Asia, Australia, Denmark and Germany. Approximately 50% of Blackwell’s annual revenue was derived from the United States. Blackwell employed approximately 1,000 individuals worldwide with just over half located in the United Kingdom. The acquisition of Blackwell enhanced Wiley’s global position as a provider of content and services, expanded and added diversity to the journal portfolio, increased both print and online advertising revenue and added more professional society relationships. Professional/Trade: The Company’s Professional/Trade business acquires, develops and publishes books, subscription products and information services in all media, in the subject areas of business, technology, architecture, cooking, psychology, education, travel, health, religion, consumer reference, pets and general interest. Products are developed for worldwide distribution through multiple channels, including major chains and online booksellers, independent bookstores, libraries, colleges and universities, warehouse clubs, corporations, direct marketing, and websites. The Company’s Professional/Trade customers are professionals, consumers, and students worldwide. Publishing centers include Australia, Canada, Germany, Singapore, the United Kingdom and the United States. Professional/Trade publishing accounted for approximately 25% of total Company revenue in fiscal year 2010 and generated revenue growth at a compound annual rate of 3% over the past five years. The graph below presents P/T revenue by product type for fiscal year 2010: Publishing Rights Other Publishing 4% Income 4% Advertising 1% Journal Subscriptions 2% Books 88% -14-


  • Page 45

    Key revenue growth strategies of the Professional/Trade business include adding value to its content, developing its leading brands and franchises, and executing strategic acquisitions. The Company’s leading Professional/Trade brands include the For Dummies series, the Frommer’s and Unofficial Guide travel series, the Bible and Visual technology series, the CliffsNotes study guides, Webster’s New World dictionaries, and Betty Crocker and Weight Watchers cookbooks. Publishing alliances and franchise products are also central to the Company’s strategy. The ability to bring together Wiley’s product development, sales, marketing, distribution and technological capabilities with a partner’s content and brand name recognition has been a driving factor in its success. Professional/Trade alliance partners include General Mills, the Culinary Institute of America, Bloomberg Press, the American Institute of Architects, the Graduate Management Admission Council, the Leader to Leader Institute, Fisher Investments, Meredith Corporation and Weight Watchers, among many others. The Company promotes an active and growing Professional/Trade custom publishing program. Custom publications are typically used by organizations for internal promotional or incentive programs. Books that are specifically written for a customer or an existing Professional/Trade publication can be customized, such as having the cover art include custom imprint, messages or slogans. Of special note are customized For Dummies publications, which leverage the power of this well-known brand to meet the specific information needs of a wide range of organizations around the world. Higher Education: The Company publishes educational materials in all media, for two and four-year colleges and universities, for- profit career colleges, advanced placement classes and secondary schools in Australia. Higher Education products focus on courses in business and accounting, sciences, engineering, computer science, mathematics, statistics, geography, hospitality and the culinary arts, education, psychology and modern languages. Higher Education customers include undergraduate, graduate, and advanced placement students, educators, and lifelong learners worldwide as well as secondary school students in Australia. Product is delivered online and in print, principally through college bookstores, online booksellers, and websites. Higher Education accounted for approximately 17% of total Company revenue in fiscal year 2010 and generated revenue growth at a compound annual rate of 6% over the past five years. Higher Education’s mission is to help teachers teach and students learn. Our strategy is to provide value-added quality materials and services through textbooks, supplemental study aids, course and homework management tools and more, in print and electronic formats. The Higher Education website offers online learning materials with links to thousands of companion sub-sites to support and supplement textbooks. -15-


  • Page 46

    Higher Educa ation delivers s high-quality online learniing materials that offer moore opportuniities for custo omization and accomm modate divers se learning sttyles. A primee example iss WileyPLUS,, the Company’s integrate ed online learning enviironment focuused on both teaching and learning. By B offering ann electronic version of a teext along with addition nal integratedd materials, custom conttent provided d by the insstructor, and administrativve tools, WileyPLUS supports s a fu ull range of co ourse-orienteed activities, including i onliine planning, presentationns, study, homework, and a testing. TheT graph below presents global Highe er Education revenue by product p type for fiscal year 2010: Other Publishing WileyPLUS W 11% % ome 2% Inco Publishing Righ hts 2% Books 85% 8 The Compa any also pro ovides the services s of the Wiley Faculty F Netw work, a peer-to-peer network of faculty/professsors supporrting the use of online coourse materia al tools and discipline-spe ecific softwarre in the classroom. TheT Compan ny believes this unique, reliable, annd accessiblee service givves the Com mpany a competitive advantage. a Higher Educa ation is also leveraging th he internet in its sales and d marketing efforts. e The internet i enha ances the Company’s ability a to have e direct conta act with studeents and facuulty at universsities worldwid de through th he use of interactive ele ectronic brochures and e-mmail campaigns. Publishing relationships r are key to Higher Edu ucation’s strrategy. The ability to bring Wiley’s product developmentt, sales, markketing, distrib bution and te echnology witth a partner’ss content and d/or brand na ame has contributed to o the Companny’s success. Alliance parttners include Microsoft and d National Ge eographic. Publishing Operations O Journal Products: The Compan ny now publis shes over 1,6 600 Scientificc, Technical, Medical and Scholarly an nd Profession nal/Trade journals. Journal subscripption revenue and other related publishing income, such s as adve ertising, backffile sales, the sale of pu ublishing righ hts, journal reprints and inddividual article e sales accouunted for approximately 49 9% of the Company’s consolidated c fiscal f year 20 010 revenue. The journal portfolio p inclu udes titles owned by the Company, C in which casse they may y or may nott be sponsored by a pro ofessional soociety; titles owned jointly with a professional society; and titles t owned by b professional societies anda published by the Comp pany pursuan nt to long- term contractt. Societies thaat sponsor oro own such journals generally receive a royalty and/or othe er considerattion. The Company ma ay procur editorial services from such societies on a pre negotia ated fee basis. The Comp pany also enters into ag w outside independent ed greements with ditors of journ nals that state o the editors, and the e the duties of fees and exppenses for theeir services. Contributors C o journal artiicles transfer publication rights of r to the Company C or a professio onal society, as applicable e. Journal artiicles may be based on fun nded research h through govvernment -16-


  • Page 47

    or charitable grants. In certain cases the terms of the grant may require the grantholder to make articles (either the published version or an earlier unedited version) available free of charge to the public, typically after an embargo period. The Company provides various services for a fee to enable the grantholder to comply. The Company sells journal subscriptions directly through sales representatives; indirectly through independent subscription agents; through promotional campaigns; and through memberships in professional societies for those journals that are sponsored by societies. Journal subscriptions are primarily licensed through contracts for online content delivered through the Company’s web-based platform, WileyInterScience. The Company plans to launch Wiley Online Library in late July 2010 which will replace WileyInterscience. Contracts are negotiated by the Company directly with customers or their subscription agents. Licenses range from one to three years in duration and typically cover calendar years. Printed journals are generally mailed to subscribers directly from independent printers. The Company does not own or manage printing facilities. The print journal content is also available online. Subscription revenue is generally collected in advance, and deferred until the related issue is shipped or made available online at which time the revenue is earned. Book Products: Book products and book related publishing revenue, such as advertising revenue and the sale of publishing rights, accounted for approximately 51% of the Company’s consolidated fiscal year 2010 revenue. Materials for book publications are obtained from authors throughout most of the world through the efforts of an editorial staff, outside editorial advisors, and advisory boards. Most materials originate with authors, or as a result of suggestion or solicitations by editors and advisors. The Company enters into agreements with authors that state the terms and conditions under which the materials will be published, the name in which the copyright will be registered, the basis for any royalties, and other matters. Most of the authors are compensated by royalties, which vary with the nature of the product and its anticipated potential profitability. The Company may make advance payments against future royalties to authors of certain publications. Royalty advances are reviewed for recoverability and a reserve for loss is maintained, if appropriate. The Company continues to add new titles, revise existing titles, and discontinue the sale of others in the normal course of its business, also creating adaptations of original content for specific markets fulfilling customer demand. The Company’s general practice is to revise its textbooks every three to five years, if warranted, and to revise other titles as appropriate. Subscription-based products are updated more frequently on a regular schedule. Approximately 30% of the Company’s fiscal year 2010 U.S. book-publishing revenue was from titles published or revised in the current fiscal year. Professional and consumer books are sold to bookstores and online booksellers serving the general public; wholesalers who supply such bookstores; warehouse clubs; college bookstores for their non-textbook requirements; individual practitioners; and research institutions, libraries (including public, professional, academic, and other special libraries), industrial organizations, and government agencies. The Company employs sales representatives who call upon independent bookstores, national and regional chain bookstores and wholesalers. Sales of professional and consumer books also result from direct mail campaigns, telemarketing, online access, advertising and reviews in periodicals. Trade sales to bookstores and wholesalers are generally made on a returnable basis with certain restrictions. The Company provides for estimated future returns on sales made during the year principally based on historical return experience and current market trends. -17-


  • Page 48

    Adopted textbooks, related supplementary material, and online products such as WileyPLUS, are sold primarily to bookstores, including online bookstores, serving educational institutions. The Company employs sales representatives who call on faculty responsible for selecting books to be used in courses, and on the bookstores that serve such institutions and their students. Textbook sales are generally made on a returnable basis with certain restrictions. The textbook business is seasonal, with the majority of textbook sales occurring during the June through August and November through January periods. There is an active used textbook market, which adversely affects the sale of new textbooks. Like most other publishers, the Company generally contracts with independent printers and binderies for their services. The Company purchases its paper from independent suppliers and printers. The fiscal year 2010 weighted average U.S. paper prices decreased approximately 8% from fiscal year 2009. Approximately 64% of the Company’s paper inventory is held in the United States. Management believes that adequate printing and binding facilities, sources of paper and other required materials are available to it, and that it is not dependent upon any single supplier. Printed book products are distributed from both Company-operated warehouses and independent distributors. The Company develops content in a digital format that can be used for online and print products, resulting in productivity and efficiency savings, as well as enabling the Company to offer customized publishing and print- on-demand products. Book content is increasingly being made available online through Wiley InterScience, WileyPLUS and other platforms, and in eBook formats through licenses with alliance partners. The Company also sponsors online communities of interest, both on its own and in partnership with others, to expand the market for its products. The Company believes that the demand for new electronic technology products will continue to increase. Accordingly, to properly service its customers and to remain competitive, the Company has increased its expenditures related to such new technologies and anticipates it will continue to do so over the next several years. The Company’s online presence not only enables it to deliver content online, but also to sell more books. The growth of online booksellers benefits the Company because they provide unlimited virtual “shelf space” for the Company’s entire backlist. Marketing and distribution services are made available to other publishers under agency arrangements. The Company also engages in co-publishing of titles with international publishers and in publication of adaptations of works from other publishers for particular markets. The Company also receives licensing revenue from photocopies, reproductions, translations, and electronic uses of its content. Advertising Revenue: The Company generates advertising revenue from print and online journal subscription products; controlled circulation magazines which are issued free to a specific target audience; its online publishing platforms, Wiley Online Library and Wiley Interscience; and the websites of its consumer brands, including Frommers.com, Dummies.com and Cliffsnotes.com. These revenues accounted for approximately 3% of the Company’s consolidated fiscal year 2010 revenue. Advertisements are sold by the Company’s sales representatives to advertising agencies representing the Company’s target customers. Typical customers include worldwide pharmaceutical companies; equipment manufacturers and distributors servicing the pharmaceutical industry; and a variety of businesses targeting the Company’s consumer brand customers. The Company’s advertising growth strategy focuses on increasing the volume of advertising on its online publishing platforms; leveraging the brand recognition of its consumer titles in -18-


  • Page 49

    all media; the development of new advertising products such as online video promotions or event sponsorship arrangements; and advertising in new and emerging technologies such as the mobile devices market (i.e. smart phone and iPad applications). Global Operations The Company’s publications are sold throughout most of the world through operations located in Europe, Canada, Australia, Asia, and the United States. All operations market their indigenous publications, as well as publications produced by other parts of the Company. The Company also markets publications through independent agents as well as independent sales representatives in countries not served by the Company. John Wiley & Sons International Rights, Inc., a wholly owned subsidiary of the Company, sells reprint and translations rights worldwide. The Company publishes or licenses others to publish its products, which are distributed throughout the world in many languages. Approximately 45% of the Company’s consolidated fiscal year 2010 revenue was derived from non-U.S. markets. The global nature of the Company’s business creates an exposure to foreign currency fluctuations relative to the U.S dollar. Each of the Company’s geographic locations sell products worldwide in multiple currencies. Revenue and deferred revenue, although billed in multiple currencies are accounted for in the local currency of the selling location. Fiscal year 2010 revenue was recognized in the following currencies: approximately 55% U.S dollar; 28% British pound sterling; 8% Euro and 9% other currencies. Competition and Economic Drivers within the Publishing Industry The sectors of the publishing industry in which the Company is engaged are highly competitive. The principal competitive criteria for the publishing industry are considered to be the following: product quality, customer service, suitability of format and subject matter, author reputation, price, timely availability of both new titles and revisions of existing books, online availability of published information, and timely delivery of products to customers. The Company is in the top rank of publishers of scientific, technical, medical and scholarly journals worldwide, a leading commercial research chemistry publisher; the leading society journal publisher; one of the leading publishers of university and college textbooks and related materials for the “hardside” disciplines, (i.e. sciences, engineering, and mathematics), and a leading publisher in its targeted professional/trade markets. The Company knows of no reliable industry statistics that would enable it to determine its share of the various international markets in which it operates. Performance Measurements The Company measures its performance based upon revenue, operating income, earnings per share and cash flow, excluding unusual or one-time events, and considering worldwide and regional economic and market conditions. The Company evaluates market share statistics for publishing programs in each of its businesses. STMS uses various reports to monitor competitor performance and industry financial metrics. Specifically for STMS journal titles, the ISI Impact Factor, published by the Institute for Scientific Information, is used as a key metric of a journal title’s influence in scientific publishing. For Professional/Trade, the Company evaluates market share statistics published by BOOKSCAN, a statistical clearinghouse for book industry point of sale data in the United States. The statistics include survey data from all major retail outlets, online booksellers, mass merchandisers, small chain and independent retail outlets. For Higher Education, the Company subscribes to Management Practices Inc., which publishes customized comparative sales reports. -19-


  • Page 50

    Results of Operations Fiscal Year 2010 Summary Results Revenue for fiscal year 2010 increased 5% to $1,699.1 million, or 4% excluding the favorable impact of foreign exchange. Excluding foreign exchange, Higher Education (“HE”) and Professional/Trade (“P/T”) experienced strong growth, while Scientific, Technical, Medical and Scholarly (“STMS”) was flat with the prior year. Gross profit margin for fiscal year 2010 of 68.6% was 0.6% higher than prior year, or 0.4% excluding the favorable impact of foreign exchange mainly due to increased sales of higher margin digital products. Operating and administrative expenses for fiscal year 2010 of $872.2 million were 4% higher than the prior year. The increase was mainly due to higher accrued performance-based incentive compensation costs; higher planned HE editorial and production costs to support business growth; increased technology spending; and a $2.0 million bankruptcy recovery in the prior year activity. The increases in cost were partially offset by lower distribution costs; less Blackwell integration activity; and cost savings initiatives. The Company performed a strategic review of certain non-core businesses within the STMS reporting segment. The review led the Company to consider alternatives for GIT Verlag, a business-to-business German-language controlled circulation magazine business, which was acquired by the Company in 2002. Based on the outlook for the print advertising business in German language publishing, the Company performed an impairment test on the intangible assets related to GIT Verlag. This test resulted in an $11.5 million pre-tax impairment charge in fiscal year 2010. The Company also identified a similar decline in the financial outlook for three smaller business-to-business controlled circulation advertising magazines. An impairment test on the intangible assets associated with those magazines resulted an additional $0.9 million pre-tax impairment charge in fiscal year 2010. After considering a variety of strategic alternatives for GIT Verlag, the Company implemented a restructuring plan in fiscal year 2010 to reduce certain staffing levels and the number of journals published by GIT Verlag. As a result, the Company recorded a pre-tax restructuring charge of approximately $1.6 million within the STMS reporting segment during fiscal year 2010 for GIT Verlag severance-related costs. The Company recorded severance costs of $1.1 million related to offshoring and outsourcing certain central marketing and content management activities to Singapore and other countries in Asia. These charges are expected to be fully recovered within 18 months from implementation as a result of lower operating expenses. The impairment and restructuring charges described above, totaling $15.1 million, or $0.17 per share, are reflected in the Impairment and Restructuring Charges line item in the Consolidated Statements of Income. Operating income for fiscal year 2010 increased 11% to $242.6 million, or 7% excluding the favorable impact of foreign exchange and the impairment and restructuring charges. The 7% increase was mainly driven by HE and P/T revenue growth, margin improvement, cost savings initiatives, partially offset by higher performance-based compensation, editorial, production and technology costs to support growth. Interest expense decreased $16.1 million to $32.3 million. Lower interest rates contributed approximately $12.1 million towards the improvement, while lower average debt outstanding contributed approximately $4.0 million. Losses on foreign currency transactions for fiscal years 2010 and 2009 were $10.9 million and $11.8 million, respectively. The foreign currency transaction losses for fiscal year 2010 were primarily due to the revaluation of U.S. dollar cash balances held by the Company’s non-U.S. locations. The losses incurred in fiscal year 2009 were primarily due to the strengthening of the U.S. dollar in the prior year against U.S. dollar third party loans and intercompany payables maintained in non-U.S. locations during that period. Since these amounts were held -20-

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