SecProbe.io

CORRESP
1
filename1.htm

 VIA ELECTRONIC FILING

 United
 States Securities and Exchange Commission

 Division of
 Corporation Finance

 100 F
 Street, N.E.

 Washington,
 D.C. 20549-5546

 Att:

 Lyn Shenk

 Branch Chief

 Re:

 Scholastic Corporation

 Form 10-K for Fiscal Year Ended May 31, 2011

 Filed July 27, 2011

 File No. 000-19860

Ladies and
Gentlemen:

          We
have received your comment letter dated February 7, 2012 regarding the
above-referenced report filed by Scholastic Corporation (“Scholastic” or the
“Company”) under the Securities Exchange Act of 1934 (the “Form 10-K”) and set
forth below is a response to each of the Staff’s comments contained therein.

Form 10-K For the Year Ended May 31, 2011

SEC Staff Comment No. 1

Note 6:
Commitments and Contingencies, page 49

Contingencies, page 51

A large portion of your disclosure is
dedicated to providing the history of the legal proceeding in which you are
involved, including the dates of various motions and hearings. Also, while you
state that you intend to vigorously defend the lawsuit, you have not
specifically stated your conclusion as to the likelihood of a loss contingency
with respect to the matter disclosed. Therefore, it is not clear whether you
believe the likelihood of an adverse outcome is other than remote, nor is it
clear how material, or potentially material, the matters is, or could be, to
you. We believe your disclosure would be much more useful to investors if it
was focused on describing the current status of the matter, in plain English,
rather than on the history of legal proceedings. Lastly, it is not determinable
from your disclosure if you have recorded an accrual for the matter or if there
are unrecognized contingencies that could require further disclosure regarding
their aggregate loss exposure.

 Division of Corporation Finance

 February 22, 2012

 Page 2 of 4

Please advise, and revise your disclosure as
appropriate. Provide us with a copy of your intended revised disclosure. Refer
to the disclosure requirements set forth by paragraphs 1-5of ASC 450-20-50.

Response No. 1

Please be
advised that the legal proceeding described in Note 6 (Commitments and
Contingencies), the purported class action originally filed by Alaska Laborers
Employee Retirement Fund and Paul Baicu, was terminated in favor of the Company
on August 3, 2011, with the Court denying plaintiff’s motions for leave to file
a proposed third amended class action complaint and to substitute a new lead
plaintiff and dismissing the lawsuit, and no appeal having been taken by
plaintiff. This was reported in the Company’s Form 10-Q for the quarterly
period ended August 31, 2011.

No other
specific litigation contingencies were deemed material to the financial
statements of the Company to require specific mention in Note 6. In future
filings in which specific litigation loss contingencies are required to be
disclosed or which the Company otherwise believes should be disclosed, the
Company will adhere to the disclosure requirements set forth in paragraphs 1-5
of ASC 450-20-50, including appropriate disclosure and, to the extent
applicable, liability accrual or disclosure concerning any estimated loss or
loss range or that the Company has determined that such an estimate cannot be
made.

Absent any
specifically identified contingencies as discussed above, the Company’s
intended revised disclosure will prospectively be:

 Various
 claims and lawsuits arising in the normal course of business are pending
 against the Company. The Company accrues a liability for such matters when it
 is probable that a liability has occurred and the amount of such liability
 can be reasonably estimated. When only a range can be estimated, the most
 probable amount in the range is accrued unless no amount within the range is
 a better estimate than any other amount, in which case the minimum amount in
 the range is accrued. Legal costs associated with litigation loss
 contingencies are expensed in the period in which they are incurred. The
 Company does not expect, in the case of those various claims and lawsuits
 arising in the normal course of business where a loss is considered probable
 or reasonably possible, that the reasonably possible losses from such claims
 and lawsuits (either individually or in the aggregate) would have a material
 adverse effect on the Company’s consolidated financial position or results of
 operations.

Division of Corporation Finance

February 22, 2012

Page 3 of 4

SEC Staff Comment No. 2

Note 8: Goodwill and Other Intangibles, page 52

We note your disclosure that in fiscal year
2011, you determined that certain intangible assets associated with publishing
and trademark rights, which were previously accounted for as indefinite-lived
assets, were no longer indefinite-lived and you subsequently commenced
amortization of the assets. Please describe for us the intangible assets that
you determined were no longer indefinite-lived, the carrying value at the
beginning of fiscal year 2011, the amount of amortization expense recorded in
fiscal year 2011 for these assets, and the facts and circumstances that led you
to believe that they were no longer indefinite-lived assets.

Response No. 2

In fiscal year
2011, the Company determined that the Goosebumps trademark was no longer an indefinite-lived intangible asset. The Company
publishes, produces or licenses print titles, electronic media titles, games,
television programs, feature films and merchandise under the Goosebumps
trademark. As of June 1, 2010, the carrying value of Goosebumps was $10.7
million. For the fiscal year ended May 31, 2011, the Company recognized
$403,000 of amortization expense related to Goosebumps. During fiscal 2011, certain aspects regarding
the future exploitation of Goosebumps were refined, specifically the Company’s
progress towards developing a script for a feature film pursuant to an
agreement with Columbia Pictures. These developments resulted in a change in
circumstances which compelled the Company to reassess the indefinite-lived
classification of Goosebumps in accordance with ASC 350-30-35-13. The Company
determined, due to the increased clarity regarding the progress of the development
of a feature film, that the timing of the future cash flows generated by
Goosebumps was determinable and finite. Accordingly, Goosebumps is no longer
classified as an indefinite-lived intangible asset.

****

          As
requested by your letter, Scholastic acknowledges that: it is responsible for
the adequacy and accuracy of the disclosures in its filings; staff comments or
changes to disclosure in response to staff comments do not foreclose the
Securities and Exchange Commission from taking any action with respect to the
Company’s filings; and the Company may not assert staff comments as a defense
in any proceeding initiated by the

Division of Corporation Finance

February 22, 2012

Page 4 of 4

Securities and
Exchange Commission or any person under the federal securities laws of the
United States.

          If
you continue to have questions following your review of the information
provided by this response or require any additional information, please do not
hesitate to call me at 212-343-4483.

 Very truly
 yours,

 SCHOLASTIC
 CORPORATION

 By:

 /s/ Maureen
 O’Connell

 Maureen
 O’Connell

 Chief
 Financial Officer

 CC:

 Andrew S.
 Hedden, Esq.

 General
 Counsel – Scholastic Corporation