Welcome to the John Wiley & Sons conference call. Today’s conference is being recorded. Before introducing Will Pesce, President and Chief Executive Officer, I would like to remind you that this discussion will contain forward-looking statements. You should not rely on such statements as actual results may differ materially and are subject to factors that are discussed in detail in the company’s 10-K and 10-Q filings with the SEC. The company does not undertake any obligation to update or revise forward-looking statements to reflect subsequent events or circumstances. Mr. Pesce, please go ahead.

Good afternoon and welcome to Wiley’s second quarter conference call. I’m with Ellis Cousens. I’ll provide an overview, then we’ll respond to your questions. Since the beginning of the fiscal year, economic conditions have deteriorated around the world. To varying degrees, all of Wiley’s businesses and locations are being affected; professional trade the most, higher education the least. In this difficult environment we are pleased to report that second quarter revenue of $432 million and first half revenue of $834 million increased over last year by 2% and 3% respectively. Excluding the effect of unfavorable foreign exchange, revenue increased 5% for the quarter and 4% for the six months. Adjusted earnings per diluted share for the quarter is $0.67 advanced 14% over prior year or 26% excluding the effect of unfavorable foreign exchange. For the six months, adjusted EPS of $1.18 increased 17% or 26%, excluding the unfavorable effect of foreign exchange. Lower interest expense partly offset by a higher tax rate contributed positively to the earnings growth. Professional trade had a tough quarter as reflected in our revenue shortfall of 10% from last year’s strong second quarter excluding the unfavorable effect of foreign exchange. Scientific, technical, medical and scholarly revenue increased 12% on a performance basis. Higher education is having a solid year as reflected in the second quarter growth of 14%, excluding the unfavorable effects of foreign exchange. Based on year-to-date results, market conditions and leading indicators, we are cautiously optimistic that full year revenue growth will be in the mid single digits, excluding the unfavorable effect of foreign exchange. EPS is projected to increase approximately 20%, excluding the unfavorable effect of foreign exchange and tax benefits reported last year. We are monitoring retail sales during the important holiday season carefully. We’ll be in a better position to…

(Operator Instructions) Your first question comes from Drew Crum - Stifel Nicolaus.

I wondered if I could start with foreign currency. You talked a little bit about that in your preamble. It detracted about $0.07 in the quarter and you’re projecting an adverse impact in the back half of ‘09. Should we expect a similar impact to what we saw in the second quarter where foreign currency essentially cut the earnings growth rate in half or should we expect further diminution in the growth rate?

Drew, this is Ellis. That’s an incredibly good and complicated question to try and answer and it’s one that I’ve struggled with actually for several weeks now, since the dollar has pretty much appreciated by 20% plus across most currencies and it’s complicated. There’s going to be a little bit of a longer answer than you might have expected rather than a yes or a no or an absolute number or direction and I’ll tell you why it’s so complicated. One is, the mix of revenue that ultimately winds up down to the bottom line after cost of sales and direct expense and so forth. It has shifted from what it’s historically been for a number of reasons; one is, certainly professional trade is much weaker this year than it has been in the past and that would be typically lots of US dollar contributions that aren’t happening. STMS is growing nicely as is higher education and STMS this year and last year, but last year in a stable foreign exchange environment, this year in an unstable environment is much larger as a business today because of the acquisition of Blackwell, which as you know is a higher than average Wiley margin business. So its contributions to the bottom line from a revenue perspective are higher, proportionately than the rest of Wiley on average including higher Ed and professional trade. As you know we took on some additional expense associated with the acquisition of Blackwell in Oxford and also in the US, as well and in other areas outside the United States. So that adds to the complexity of that. We have some integration cost savings in Europe that we achieved over the course of the last I guess now 21 months or so. How does that factor into it?…

No, it’s okay. I appreciate the color. Maybe I can shift gears and ask you a question around pricing. You guys had talked about implementing a new pricing scheme for the scientific journals business beginning in 2009 I believe. The amount of increases that had been thrown out were in the 7% to 9% range. I wonder if those still hold true and then the follow-on to that, I think you guys were slightly more aggressive with pricing for the college publishing business, ahead of the fall semester. Are there opportunities to be as aggressive ahead of the spring semester?

With respect to selling on a combined license basis, there are price increases associated with those licenses, as there are every year or just about every year. Certainly in the seven years that I’ve been here, there have been price increases every year. Again, price increases a function of a mix of real price increase and increased content and services. So it’s not purely price per se. There are some other factors associated with that. Nonetheless, those price increases are embedded in our renewals process today as those are being offered to customers directly through our direct sales force and through agents in their sales. Time will tell whether or not those price increases are pushed back upon by way of either cancellations or reductions in holdings and the like. So far, the indications we have, and it’s still very, very early, even though it’s the early part of December, is that for the most part that those price increases are sticking and customers are interested in our content at those levels. Probably a little bit more pushback in the US than there is outside but there is for the most part, those prices are in place and we’ll see how the renewal process goes through the balance of December which is an important period and importantly into January as we sort of wrap up for the most part that process. With respect to Higher Education, price increases this year were certainly higher than they were last year. You might recall, last year that we discussed a little bit of how we might have missed an opportunity there by not being as aggressive in pricing as many of our competitors were in the marketplace and in fact, we did move prices for the spring semester but albeit a smaller semester so we did lose some opportunity there in the fall semester. This year we have taken advantage of that opportunity and have seen some benefit related to that. That was alluded to, both in the Earnings Release and in Will’s comments.

But as far as the spring semester is concerned, looking ahead?

No, nothing additional beyond what we’ve seen in the fall.

Okay, one last question and I’ll jump back into the queue. Just want to get an update on uses of cash for the company. You bought in some stock during the quarter and it seemed like a departure from how you had been using your cash in the past and just wanted to also get an outlook in terms of what you’re seeing or foreseeing in terms of de-leveraging going forward, given the changing interest rate environment?

Drew, as you know, we’ve discussed over the past I guess it’s now 21 months that our principal focus in terms of use of free cash flow was to pay down debt on an accelerated basis. We continue to do that; we did see an opportunity with respect to our view, where the share price was over the last quarter, principally in the month of October, to buy back some shares at a price that was attractive both on an economic basis and on a P&L basis from an accretion perspective. So from both an economic perspective and a P&L perspective, it seemed like a better investment and certainly, arithmetically, from a P&L perspective we get better leverage to the bottom line with respect to share repurchases, about 180%. I mean, you can do the same calculation at a 6% borrowing rate. So it did seem to make more sense to do that. On a going forward basis, our priority has not shifted. It’s still to keep devoting most if not all cash to paying down debt; however, we do take view on share price and what opportunity that may provide with respect to what our cost of borrowed funds are versus what value we get from an economic perspective, investing in our own shares. We are relatively comfortable with our current level of leverage as you know and we’ve talked about it many times before. We’re now entering the peak cash generation period of this company and with respect to those journal receipts that we’ll be getting a significant remittance just past the mid-part of December and then significant cash flow coming out of those journal renewals throughout the third quarter and into the early part of the fourth quarter. So we’re in a good position relative to our total borrowings. We’re in good position with respect to our capacity to borrow if we needed to with respect to our revolving credit facility and we’re in a particularly good position with respect to the next several months with respect to incoming cash.

Your next question comes from Dave Lewis - JP Morgan.

First question is, Ellis can you give me the cost growth, constant currency for the quarter?

Not sure I understand the question.

Wasn’t there an impact, a favorable impact on cost this quarter from currency?

Yes. Yes, there was. Are you talking about the total operating cost?

That’s right.

Let me find that. In total, it was about $11.8 million or so, between $11 million and $12 million.

Okay, and if you could just break down similar to I guess the prior quarters, the integration costs versus savings in this quarter. Obviously, part of it was currency but the cost number this quarter was very strong; obviously it came down significantly, so I’m trying to drill down into that number.

Okay. There’s a number of factors that work with respect to cost savings, how money was invested last year versus this year in terms of integration spending, what was expensed versus what can be capitalized, but last year much of the effort, particularly in technology spending, cash expense related to integration activity, much of which could not be capitalized. So it was expense and as a part of our P&L last year and will have a lesser impact on a going forward basis in terms of depreciation expense. This year, particularly with respect to an investment that Will had mentioned, Wiley online library is beyond integration spending. That is now the next generation, if I can call it platform, application or whatever one wants to call it, that we will launch somewhere around mid calendar year 2009. That is investing in a new platform that is a new asset for the company that will provide significantly enhanced features and functionality and capabilities for our customers in the STMS business and much of that expenditure, which is occurring this year, is capitalize able and will be depreciated over the life of that asset roughly five years or so. So there is some of that going on, as what was expensed last year as integration spending. This year there is still additional integration spending, ongoing related particularly to supporting some of the journal’s fulfillment systems. That activity is in this year’s P&L and so there is some additional incremental investment in integration this year. I will say that there are net savings that you did see in the third quarter, a couple million dollars or so. So there are some net plus positive benefits. So we had shifted from last year and the first quarter last year being negative, first quarter being somewhat neutral, to this quarter being somewhat positive. As I’ve given guidance in the past, by the time we get to the last quarter of this year we will be through all of the integration activity. So from that point forward it will be benefits only and no incremental spending. Is that helpful David?

Yes it is, thanks; just a couple more. Ellis, can you talk about the tax rate going forward? I mean, I think you said it’s going to creep up; that’s not immediate but in coming years but you’re still comfortable with the 27%, 28% range; it was slightly less than that this quarter, going forward.

Yes. As you saw, the tax rate did creep up from the first quarter to the second quarter. Around 25% to 27%, let’s say 26% roughly where we are as we exited the second quarter; it holds pretty much for the balance of the year, so I don’t see a significant change there. One of the reasons for that has to do with that tax benefit that we get in the UK. Some of it related to lower interest rates, it being less valuable; some of it being related to foreign exchange. The tax shield there is worth less because Sterling is worth less in dollars today and some of it has to do with operating performance particularly in the professional trade business and the amount of earnings that go against that. So that benefit is worth a little bit less for the balance of the year than it was for last year and that will decline over time and have some volatility related to certainly foreign exchange fluctuations, profitability, earnings and profits in the UK and interest rates.

Okay great and then Will I was wondering if you could just give a little more color on Wiley InterScience platform, the feedback you’re hearing from customers on that, the online capabilities, if there’s anything incremental there from the Investor Day?

Nothing new to report there other than the fact that one of the key milestones for us when we announced the acquisition, was to bring Wiley content and Blackwell content together and then to start offering combined licenses and access to our customers; so we have successfully completed that milestone. The next phase for us is what Ellis was referring to. That frankly we would have done without the Blackwell acquisition, so it was important to us anyway and now is I think even more important to us and that is to increase the functionality of the platform and that’s what we’re going to be re-branding as the Wiley online library and that we’re going to launch in the marketplace somewhere around mid calendar year of 2009 and so far, so good in terms of bringing all the content together and we’re in the thick of the next phase of enhancing the overall delivery. We do expect, once we’ve successfully completed that, to offer more value and more access to our customers and that should have a beneficial effect on revenues going forward, fiscal year ‘10 and beyond.

(Operator Instructions) Your next question comes from Allen Zwickler - First Manhatten.

Two questions; one, if one were to look at your textbook business today versus a year or two years ago, what percentage of the sales today are books, work books, online type materials, just in general, just to get a sense. The growth was so spectacular; I just wondered what the mix is these days.

This is Will, Al. I don’t know that I can give you a specific percentage, but what I can tell you and as I’m talking I don’t know if Ellis will be able to add to this, but let me just say the following. The way we’re selling Wiley Plus is the key story there and Wiley Plus can be acquired with a textbook, so a student can go in and actually acquire the print textbook and Wiley Plus; obviously the combination being at a lower price than if they bought the individual components separately or they can acquire Wiley Plus alone, without the print textbook. Wiley Plus does offer a digital version of the textbook along with so many other features and resources. So I think the way to think about this is we’ve basically gone from a business that was primarily print on paper textbooks, to a business that is a pretty good combination of both print and electronic that ultimately; and I can’t tell you exactly when this is going to happen, because I don’t know, but ultimately will be primarily in digital form. What I think we see happening and particularly during this last semester, is an acceleration of that trend; the acceleration of the trend toward accepting Wiley Plus as a teaching and learning tool. I would like to believe, although this is somewhat speculative on my part, that these kinds of economic conditions, when people are looking to enhance productivity, that learning tools and capabilities as offered through Wiley Plus, that we’ll be able to prove to professors and students that it does in fact facilitate teaching and earning and helps us do it more productively if you will than print on paper alone. So therefore I could easily imagine that these current economic conditions will result in an acceleration of that trend. At the end of the day of course, that depends on what professors advise students to do. We would, frankly, be quite pleased to see that acceleration because as I’ve spoken to you about this in the past, having Wiley Plus as an accepted means of delivery of educational materials, the cash return on investment, because of no inventory in the warehouse and the positive effect in terms of used books and some of the leaks in the Board if you will that we experience with print on paper textbooks; those are all positive for us as a publisher and as a business it’s also we believe positive for the professors in the classroom and the students who are learning the materials, because we think we can provide more features for less. About all I can tell you right now is that percentage that you are asking for, clearly it is increasing and the rate of acceleration is certainly getting faster and faster and that’s a good thing and it could very well be that these economic conditions are fueling that.

But you don’t want to hazard a guess as to what percentage, I mean, if it’s 10% or 50%, in terms of the sales in that segment these days?

Well, it would be more than 10 and closer to 50 but I can’t say.

Second question, just back to your 4X comment; Ellis, if I could corner you this way and if you don’t want to answer it, I could understand; if the dollar or whatever basket you’re referring to were to be exactly where it was at quarter end, the quarter that just ended, what would the effect of earnings be; do you have a sense of that?

To be perfectly honest, which I was the first time through…

I mean, I don’t want you to go through the whole thing again, obviously. I’m just throwing it out hypothetical.

The reality is I’m sort of not trying to dance around this. I really quite frankly, given that number of variables, against -- in any given year it’s difficult enough to predict how all of your businesses will perform in every single market. So that is difficult enough and we have plans about that, we provide guidance about that and as you should note from Will’s comments in the earnings release is that our guidance still holds, but given where foreign exchange has moved, kind of all bets are off with respect to foreign exchange. So just take it on a performance, meaning excluding the effect of foreign exchange, the guidance holds okay. That being the case, as I noted earlier, as we ended the quarter, so if I look at today’s rates, let’s just look at today’s rate, Sterling about $1.48, Canadian dollar, $0.80, Australian dollar about $0.66 against our full year weighted average rate, so I’ll put the ownership on you to try and figure out the methodology and if you come up with one, please give me a call and let me know what you’ve come up with; it’s that against last year’s full year weighted average rate or if you just want to look at the second half, imagine that for the second half. Our second half weighted average rate was around $2 against Sterling, was around $1.50 against the Euro, $1.00 Canadian and about $0.90 Australian. If you can figure out a way and please help me with that as to what the bottom line effect is given all of those variables with respect to where all of our expense and costs are, earnings and profits; where we have revenue growth, revenue decline, revenue flat, those kinds of shifts and variables, I’ve got to tell you, I’m unable to come up with an answer.

Okay, I’ll leave it. Just one and-a-half other quick questions. There wasn’t much mention of China on this call, how are you doing there, in the various segments?

There’s really not a whole lot to add there. The biggest effect is on our STMS business and that certainly continues I suppose and of course we also are generating revenue in our professional trade business and we’re looking at opportunities with Wiley Plus which we do think a technology solution in higher education in China is going to be the way in which we’ll penetrate that market over the long haul. I suppose the only possible update that is worth mentioning is we’re continuing to see and maybe I think it’s fair to say accelerating, is the number of papers that are actually or the research that’s being developed and the journals, articles that we’re accepting and publishing in our journals, the combination of both Wiley and Blackwell journals, that has been increasing and we think that’s a good thing. So the opportunity for STMS business in China is not only incremental revenue, but also the opportunity to publish the research that’s going on there and if I had to say what the new news is in recent months, I think that trend of publishing more research out of China.

Great job and just as a reminder, when you say you’re going to be up 20% versus last year, what is your base number that you’re using, Ellis, just so we can all be on the same page?

217.

Your next question comes from Drew Crum - Stifel Nicolaus.

Just a couple of other questions here. First, I wanted to get a number as far as the purchase accounting related adjustment from the third quarter of ‘08. You guys have disclosed $6 million in the last two quarters here. What was it last year in the third quarter?

It’s about $4 million to go, it’s about $2 million a month. It only goes against the calendar year.

Right and can you give us an update with the pension contributions you’re anticipating for fiscal year ‘09? I believe it was $10 million and just given the change in the market here, I would presume you’re in an under funded position and just wanted to get a sense as to what you’re looking at, what you’re thinking as far as contributions and how that might impact the pension costs for fiscal year ‘10?

Certainly pension expense next year will be higher, no question about that. In terms of contributions, it depends on first of all, the implied earnings rate and sort of what the pension actually is in terms of the implied earnings rate on the assets that are already in the plan over the longer term. Certainly, one year has some effect but how one takes a long-term view off of a one or however long this period of decline in equity markets lasts, is difficult to say at this point. I don’t anticipate this year at least, at the end of this fiscal year to have a significantly higher cash contribution than I would have had, all other things being equal meaning before the decline in equity values, we happen to be a little bit more heavily weighted in non-equity kinds of assets in the plans, so we do benefit from that a bit. We’re focused on actually moving more towards the weighting that was more equity balanced or more heavily weighted in equities. We’re actually now probably in a favorable position to do that under the thesis of “sell high and buy low.” So I don’t see a significant effect this year, although I don’t really know yet what that answer will be until I get close to the end of the fiscal year. Again, one has to take a longer term earnings view in terms of those pension assets as opposed to whatever this is, a big blip; it’s a big blip in terms of size, but how long it lasts and when it sort of kind of gets back to let’s say where it was or on an earnings path or a growth path again, it’s just difficult to say. So again, it’s another one of those calculations that has a lot of variables in it. Some of which move slowly and some of which moves not so slowly. The earnings assumption is one that moves relatively slowly and has a longer term prospect associated with it.

But as far as the contributions are concerned, is $10 million still a good number? Just want to get a sense as to how that’s going to influence or impact cash flows.

I think it’s probably good to hold, to use a number like that.

And then just last question, you guys have secured roughly 80 to 90 society journal relationships over the course of the last year, so I just want to get a sense as to what has been recognized in revenue from those relationships?

Meaning recognized thus far?

Yes. Through the second quarter of ’09.

The answer is little to none. Most of those relationships roll off of their former publishers or those renewals happen a year to a couple of years before the current agreements expires. There’s a lot of transition related activity, set-up work and activities that go into moving a relationship from one commercial publisher to another. So there’s a fairly long lead time associated with those.

Could we expect some to hit the P&L in the third quarter of ‘09?

I don’t think it would be material, but if there is, it would be small. I would say that for fiscal ‘10, yes.

Your next question comes from Dave Lewis - JP Morgan.

Yes, just a couple of quick follow-ups. Can you provide a little more detail on the books and journals, the principle revenue synergies behind the acquisition, how those are trending?

Dave, thus far, the principle synergies on the journal side at least will come from selling combined licenses in calendar 2009. So that’s a process that’s under way as we speak, as we discussed a little bit earlier on the call. That combined license is in part what gives rise to some of the pricing flexibility that we may or may not have. So that was a principal synergy associated with the acquisition that is being realized and hopefully being realized throughout calendar 2009 and going forward. We’ve discussed on past calls and I didn’t talk about it this time, but certainly it’s in this year’s results and going forward is, we got significant upside with respect to sales of books, particularly in Asia through our existing sales force there. As you may recall, Blackwell has a significant editorial presence in Asia, but didn’t have a significant sales presence in Asia. We in fact had both, but principally a significant sales presence. So there was almost immediate benefit from selling Blackwell books in Asia through our existing sales force. So those benefits are ones that are being realized over the course of the last 18 months and continue to be realized. On a going forward basis, some of the benefits will be with respect to back files in terms of journal content as we digitize more and more Blackwell back file content and will also come from continuing to digitize books to our online books program on the InterScience platform. Blackwell had little if any online books and we found that as a selling model, as a format. We have much greater opportunity for sales in an online environment with respect to books. So that will be a revenue synergy, once again at present in a small way but getting larger as we go forward. So both back files and books online are going forward opportunities, small now, getting larger as we go, a combined license in calendar 2009 and sales, principally in Asia of Blackwell books in the past, present and going forward.

We have no more questions at this time, so I’d like to turn the call back to Mr. Pesce.

Thank you very much for your support and interest and all of your questions. Best wishes to you and your family and friends for a happy, healthy and peaceful holiday season. Thank you.