SCHOLASTIC CORP 10-Q

Item 4. Controls and Procedures The Chief Executive Officer and the Chief Financial Officer of the Corporation, after conducting an evaluation, together with other members of the Company’s management, of the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures as of November 30, 2020, have concluded that the Corporation’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Corporation in its reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC and accumulated and communicated to members of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. There was no change in the Corporation’s internal control over financial reporting that occurred during the quarter ended November 30, 2020 that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting. 36 PART II – OTHER INFORMATION SCHOLASTIC CORPORATION Item 5. Other Events On December 16, 2020, the Company and its principal operating subsidiary, Scholastic, Inc., entered into an amendment to its existing US credit agreement. The description of the amendment and its terms contained in Note 17, Subsequent Events, in the Notes to Condensed Consolidated Financial Statements (Unaudited) in Item 1, "Financial Statements", is incorporated herein by reference. 37 SCHOLASTIC CORPORATION Item 6. Exhibits Exhibits: 10.1 Amendment No. 1, d ated as of December 16, 2020, to the Credit Agreement, dated as of January 5, 2017, among the Corporation o f Scholastic Inc., as borrowers, the Initial Lenders named therein, Bank of America, N.A., as administrative agent, Merrill Lynch, Pierce, Fenner and Smith Incorporated and Well s Fargo Securities, LLC as joint lead arrangers and joint bookrunners, Wells Fargo N.A., Capital One N.A., Fifth Third Bank and HSBC Bank USA, N.A., as syndicate agents, and Branch Banking and Trust Company . 10.2 Security Agreement dated as of December 16, 2020 among Scholastic Inc. and any such other parties that may become grantors as defined therein and Bank of America N.A., in its capacity as administrative agent for the secured parties . *10.3 A greement between Scholastic Inc. and Satbir Bedi dated September 23, 2020. 31.1 Certification of the Chief Executive Officer of Scholastic Corporation filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of the Chief Financial Officer of Scholastic Corporation filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certifications of the Chief Executive Officer and Chief Financial Officer of Scholastic Corporation furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 Financial Statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended November 30, 2020 formatted in Inline Extensible Business Reporting Language: (i) Condensed Consolidated Statements of Operations; (ii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) Condensed Consolidated Balance Sheets; (iv) Condensed Consolidated Statements of Changes in Stockholders' Equity; (v) Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements. 104 Cover Page, formatted Inline Extensible Business Reporting Language and contained in Exhibit 101. * The referenced exhibit is a management contract or compensation plan or arrangement described in Item 601(b) (10) (iii) of Regulation S-K. 38 SCHOLASTIC CORPORATION QUARTERLY REPORT ON FORM 10-Q, DATED November 30, 2020 Exhibits Index Exhibit Number Description of Document 10.1 Amendment No. 1, dated as of December 16, 2020, to the Credit Agreement, dated as of January 5, 2017, among the Corporation of Scholastic Inc., as borrowers, the Initial Lenders named therein, Bank of America, N.A., as administrative agent, Merrill Lynch, Pierce, Fenner and Smith Incorporated and Wells Fargo Securities, LLC as joint lead arrangers and joint bookrunners, Wells Fargo N.A., Capital One N.A., Fifth Third Bank and HSBC Bank USA, N.A., as syndicate agents, and Branch Banking and Trust Company. 10.2 Security Agreement dated as of December 16, 2020 among Scholastic Inc. and any such other parties that may become grantors as defined therein and Bank of America N.A., in its capacity as administrative agent for the secured parties. *10.3 Agreement between Scholastic Inc. and Satbir Bedi dated September 23, 2020. 31.1 Certification of the Chief Executive Officer of Scholastic Corporation filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of the Chief Financial Officer of Scholastic Corporation filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certifications of the Chief Executive Officer and Chief Financial Officer of Scholastic Corporation furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 Financial Statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended November 30, 2020 formatted in Inline Extensible Business Reporting Language: (i) Condensed Consolidated Statements of Operations; (ii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) Condensed Consolidated Balance Sheets; (iv) Condensed Consolidated Statements of Changes in Stockholders' Equity; (v) Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements. 104 Cover Page, formatted Inline Extensible Business Reporting Language and contained in Exhibit 101. * The referenced exhibit is a management contract or compensation plan or arrangement described in Item 601(b) (10) (iii) of Regulation S-K. 39 SCHOLASTIC CORPORATION SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SCHOLASTIC CORPORATION (Registrant) Date: December 18, 2020 By: /s/ Richard Robinson Richard Robinson Chairman of the Board, President and Chief Executive Officer Date: December 18, 2020 By: /s/ Kenneth J. Cleary Kenneth J. Cleary Chief Financial Officer (Principal Financial Officer) 40