UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
xQUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended OctoberJuly 31, 20222023
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from_____ to _____
Commission File No. 001-11507
JOHN WILEY & SONS, INC.
(Exact name of Registrant as specified in its charter)
New York13-5593032
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
111 River Street, Hoboken, New Jersey07030
(Address of principal executive offices)Zip Code
(201) 748-6000
Registrant’s telephone number, including area code
Not Applicable
Former name, former address and former fiscal year, if changed since last report
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Class A Common Stock, par value $1.00 per shareWLYNew York Stock Exchange
Class B Common Stock, par value $1.00 per shareWLYBNew York Stock Exchange
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 o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer x
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The number of shares outstanding of each of the Registrant’s classes of common stock as of November 30, 2022August 31, 2023 were:
Class A, par value $1.00 – 46,530,31146,185,560
Class B, par value $1.00 – 9,029,0599,023,066



JOHN WILEY & SONS, INC. AND SUBSIDIARIES
INDEX
PART I - FINANCIAL INFORMATION
Item 5.
2

INDEX
Cautionary Notice Regarding Forward-Looking Statements “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995:

This report contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 concerning our business, consolidated financial condition and results of operations. The Securities and Exchange Commission (SEC) encourages companies to disclose forward-looking information so that investors can better understand a company’s prospects and make informed investment decisions. Forward-looking statements are subject to risks and uncertainties, many of which are outside our control, which could cause actual results to differ materially from these statements. Therefore, you should not rely on any of these forward-looking statements. Forward-looking statements can be identified by such words as “anticipates,” “believes,” “plan,” “assumes,” “could,” “should,” “estimates,” “expects,” “intends,” “potential,” “seek,” “predict,” “may,” “will” and similar references to future periods. All statements other than statements of historical facts included in this report regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding our fiscal year 20232024 outlook, the anticipated impact on the ability of our employees, contractors, customers and other business partners to perform our and their respective responsibilities and obligations relative to the conduct of our business in the future due to the coronavirus (COVID-19) outbreak, anticipated restructuring charges and savings, operations, performance, and financial condition. Reliance should not be placed on forward-looking statements, as actual results may differ materially from those described in any forward-looking statements. Any such forward-looking statements are based upon many assumptions and estimates that are inherently subject to uncertainties and contingencies, many of which are beyond our control, and are subject to change based on many important factors. Such factors include, but are not limited to (i) the level of investment by Wiley in new technologies and products; (ii) subscriber renewal rates for our 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 seasonal nature of our educational business and the impact of the used book market; (vii) worldwide economic and political conditions; (viii) our ability to protect our copyrights and other intellectual property worldwide; (ix) our ability to successfully integrate acquired operations and realize expected opportunities; (x) the ability to realize operating savings over time and in fiscal year 20232024 in connection with our multiyear Business OptimizationGlobal Restructuring Program and our Fiscal Year 2023 Restructuring Program;planned dispositions; (xi) the impactpossibility that the divestitures will not be pursued, failure to obtain necessary regulatory approvals or required financing or to satisfy any of COVID-19 on our operations, performance, and financial condition;the other conditions to planned dispositions; and (xii) other factors detailed from time to time in our filings with the SEC. We undertake no obligation to update or revise any such forward-looking statements to reflect subsequent events or circumstances.

Please refer to Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K and as revised and updated by our Quarterly Reports in Form 10-Q for important factors that we believe could cause actual results to differ materially from those in our forward-looking statements. Any forward-looking statement made by us in this report is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Non-GAAP Financial Measures:
We present financial information that conforms to Generally Accepted Accounting Principles in the United States of America (US GAAP). We also present financial information that does not conform to US GAAP, which we refer to as non-GAAP.
In this report, we may present the following non-GAAP performance measures:
Adjusted Earnings Per Share (Adjusted EPS);
Free Cash Flow less Product Development Spending;
Adjusted Revenue;
Adjusted Contribution to Profit and margin;
Adjusted Operating Income and margin;
Adjusted Income Before Taxes;
Adjusted Income Tax Provision;
Adjusted Effective Tax Rate;
EBITDA (earnings before interest, taxes, depreciation and amortization), Adjusted EBITDA and margin;
Organic revenue; and
Results on a constant currency basis.


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Management uses these non-GAAP performance measures as supplemental indicators of our operating performance and financial position as well as for internal reporting and forecasting purposes, when publicly providing our outlook, to evaluate our performance and calculate incentive compensation. We present these non-GAAP performance measures in addition to US GAAP financial results because we believe that these non-GAAP performance measures provide useful information to certain investors and financial analysts for operational trends and comparisons over time. The use of these non-GAAP performance measures may also provide a consistent basis to evaluate operating profitability and performance trends by excluding items that we do not consider to be controllable activities for this purpose.

The performance metric used by our chief operating decision maker to evaluate performance of our reportable segments is Adjusted Contribution to Profit. We present both Adjusted Contribution to Profit and Adjusted EBITDA for each of our reportable segments as we believe Adjusted EBITDA provides additional useful information to certain investors and financial analysts for operational trends and comparisons over time. It removes the impact of depreciation and amortization expense, as well as presents a consistent basis to evaluate operating profitability and compare our financial performance to that of our peer companies and competitors.

For example:

Adjusted EPS, Adjusted Revenue, Adjusted Contribution to Profit and margin, Adjusted Operating Income and margin, Adjusted Income Before Taxes, Adjusted Income Tax Provision, Adjusted Effective Tax Rate, EBITDA, Adjusted EBITDA and margin, and organic revenue (excluding acquisitions) provide a more comparable basis to analyze operating results and earnings and are measures commonly used by shareholders to measure our performance.
Free Cash Flow less Product Development Spending helps assess our ability, over the long term, to create value for our shareholders as it represents cash available to repay debt, pay common stock dividends, and fund share repurchases and acquisitions.
Results on a constant currency basis remove distortion from the effects of foreign currency movements to provide better comparability of our business trends from period to period. We measure our performance excluding the impact of foreign currency (or at constant currency), which means that we apply the same foreign currency exchange rates for the current and equivalent prior period.

In addition, we have historically provided these or similar non-GAAP performance measures and understand that some investors and financial analysts find this information helpful in analyzing our operating margins and net income, and in comparing our financial performance to that of our peer companies and competitors. Based on interactions with investors, we also believe that our non-GAAP performance measures are regarded as useful to our investors as supplemental to our US GAAP financial results, and that there is no confusion regarding the adjustments or our operating performance to our investors due to the comprehensive nature of our disclosures. We have not provided our 2023fiscal year 2024 outlook for the most directly comparable US GAAP financial measures, as they are not available without unreasonable effort due to the high variability, complexity, and low visibility with respect to certain items, including restructuring charges and credits, gains and losses on foreign currency, and other gains and losses. These items are uncertain, depend on various factors, and could be material to our consolidated results computed in accordance with US GAAP.

Non-GAAP performance measures do not have standardized meanings prescribed by US GAAP and therefore may not be comparable to the calculation of similar measures used by other companies and should not be viewed as alternatives to measures of financial results under US GAAP. The adjusted metrics have limitations as analytical tools, and should not be considered in isolation from, or as a substitute for, US GAAP information. It does not purport to represent any similarly titled US GAAP information and is not an indicator of our performance under US GAAP. Non-GAAP financial metrics that we present may not be comparable with similarly titled measures used by others. Investors are cautioned against placing undue reliance on these non-GAAP measures.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JOHN WILEY & SONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION – UNAUDITED
In thousands
October 31, 2022April 30, 2022July 31, 2023April 30, 2023
Assets:Assets:Assets:
Current assetsCurrent assetsCurrent assets
Cash and cash equivalentsCash and cash equivalents$118,423 $100,397 Cash and cash equivalents$75,144 $106,714 
Accounts receivable, net of allowance for credit losses of $20.2 million and $21.2 million, respectively260,026 331,960 
Accounts receivable, net of allowance for credit losses of $14.5 million and $18.7 million, respectivelyAccounts receivable, net of allowance for credit losses of $14.5 million and $18.7 million, respectively153,392 310,121 
Inventories, netInventories, net34,447 36,585 Inventories, net30,289 30,733 
Prepaid expenses and other current assetsPrepaid expenses and other current assets70,098 81,924 Prepaid expenses and other current assets79,703 93,711 
Current assets held-for-saleCurrent assets held-for-sale139,250 — 
Total current assetsTotal current assets482,994 550,866 Total current assets477,778 541,279 
Technology, property and equipment, netTechnology, property and equipment, net249,922 271,572 Technology, property and equipment, net223,534 247,149 
Intangible assets, netIntangible assets, net860,576 931,429 Intangible assets, net657,093 854,794 
GoodwillGoodwill1,268,312 1,302,142 Goodwill1,102,499 1,204,050 
Operating lease right-of-use assetsOperating lease right-of-use assets93,334 111,719 Operating lease right-of-use assets82,415 91,197 
Other non-current assetsOther non-current assets173,233 193,967 Other non-current assets141,159 170,341 
Non-current assets held-for-saleNon-current assets held-for-sale241,483 — 
Total assetsTotal assets$3,128,371 $3,361,695 Total assets$2,925,961 $3,108,810 
Liabilities and shareholders' equity:Liabilities and shareholders' equity:Liabilities and shareholders' equity:
Current liabilitiesCurrent liabilitiesCurrent liabilities
Accounts payableAccounts payable$46,250 $77,438 Accounts payable$43,713 $84,325 
Accrued royaltiesAccrued royalties101,598 101,596 Accrued royalties98,690 113,423 
Short-term portion of long-term debtShort-term portion of long-term debt25,000 18,750 Short-term portion of long-term debt5,000 5,000 
Contract liabilitiesContract liabilities263,821 538,126 Contract liabilities369,562 504,695 
Accrued employment costsAccrued employment costs84,333 117,121 Accrued employment costs52,307 80,458 
Short-term portion of operating lease liabilitiesShort-term portion of operating lease liabilities19,043 20,576 Short-term portion of operating lease liabilities17,869 19,673 
Other accrued liabilitiesOther accrued liabilities94,532 95,812 Other accrued liabilities68,541 87,979 
Current liabilities held-for-saleCurrent liabilities held-for-sale50,257 — 
Total current liabilitiesTotal current liabilities634,577 969,419 Total current liabilities705,939 895,553 
Long-term debtLong-term debt978,683 768,277 Long-term debt890,917 743,292 
Accrued pension liabilityAccrued pension liability75,668 78,622 Accrued pension liability81,367 86,304 
Deferred income tax liabilitiesDeferred income tax liabilities157,048 180,065 Deferred income tax liabilities109,916 144,042 
Operating lease liabilitiesOperating lease liabilities120,559 132,541 Operating lease liabilities106,652 115,540 
Other long-term liabilitiesOther long-term liabilities84,029 90,502 Other long-term liabilities78,838 79,052 
Long-term liabilities held-for-saleLong-term liabilities held-for-sale15,126 — 
Total liabilitiesTotal liabilities2,050,564 2,219,426 Total liabilities1,988,755 2,063,783 
Commitments and contingencies (Note 18)
Commitments and contingencies (Note 18)
Shareholders’ equityShareholders’ equityShareholders’ equity
Preferred stock, $1 par value per share: Authorized shares – 2 million, Issued shares - 0Preferred stock, $1 par value per share: Authorized shares – 2 million, Issued shares - 0 — Preferred stock, $1 par value per share: Authorized shares – 2 million, Issued shares - 0 — 
Class A common stock, $1 par value per share: Authorized shares - 180 million, Issued shares - 70,228 and 70,226 as of October 31, 2022 and April 30, 2022, respectively70,228 70,226 
Class B common stock, $1 par value per share: Authorized shares - 72 million, Issued shares - 12,954 and 12,956 as of October 31, 2022 and April 30, 2022, respectively12,954 12,956 
Class A common stock, $1 par value per share: Authorized shares - 180 million, Issued shares - 70,231 and 70,231 as of July 31, 2023 and April 30, 2023, respectivelyClass A common stock, $1 par value per share: Authorized shares - 180 million, Issued shares - 70,231 and 70,231 as of July 31, 2023 and April 30, 2023, respectively70,231 70,231 
Class B common stock, $1 par value per share: Authorized shares - 72 million, Issued shares - 12,951 and 12,951 as of July 31, 2023 and April 30, 2023, respectivelyClass B common stock, $1 par value per share: Authorized shares - 72 million, Issued shares - 12,951 and 12,951 as of July 31, 2023 and April 30, 2023, respectively12,951 12,951 
Additional paid-in-capitalAdditional paid-in-capital465,216 459,297 Additional paid-in-capital465,278 469,802 
Retained earningsRetained earnings1,902,661 1,921,160 Retained earnings1,749,169 1,860,872 
Accumulated other comprehensive loss, net of taxAccumulated other comprehensive loss, net of tax(545,986)(508,146)Accumulated other comprehensive loss, net of tax(517,045)(528,902)
Less treasury shares at cost (Class A – 23,719 and 23,515 as of October 31, 2022 and April 30, 2022, respectively; Class B – 3,924 and 3,924 as of October 31, 2022 and April 30, 2022, respectively)(827,266)(813,224)
Less treasury shares at cost (Class A – 24,049 and 23,983 as of July 31, 2023 and April 30, 2023, respectively; Class B – 3,925 and 3,925 as of July 31, 2023 and April 30, 2023, respectively)Less treasury shares at cost (Class A – 24,049 and 23,983 as of July 31, 2023 and April 30, 2023, respectively; Class B – 3,925 and 3,925 as of July 31, 2023 and April 30, 2023, respectively)(843,378)(839,927)
Total shareholders’ equityTotal shareholders’ equity1,077,807 1,142,269 Total shareholders’ equity937,206 1,045,027 
Total liabilities and shareholders' equityTotal liabilities and shareholders' equity$3,128,371 $3,361,695 Total liabilities and shareholders' equity$2,925,961 $3,108,810 
See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.
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JOHN WILEY & SONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF NET INCOMELOSS – UNAUDITED
Dollars in thousands except per share information
Three Months Ended
October 31,
Six Months Ended
October 31,
Three Months Ended
July 31,
202220212022202120232022
Revenue, netRevenue, net$514,836 $533,003 $1,002,405 $1,021,391 Revenue, net$451,013 $487,569 
Costs and expenses:Costs and expenses:Costs and expenses:
Cost of sales Cost of sales170,302 174,782 344,333 340,738  Cost of sales157,101 174,031 
Operating and administrative expenses Operating and administrative expenses253,029 264,190 535,780 524,779  Operating and administrative expenses255,801 282,751 
Restructuring and related charges (credits)13,956 (1,333)36,397 (1,609)
Impairment of goodwill Impairment of goodwill26,695 — 
Restructuring and related charges Restructuring and related charges12,123 22,441 
Amortization of intangible assets Amortization of intangible assets20,110 21,476 45,421 42,627  Amortization of intangible assets15,648 25,311 
Total costs and expensesTotal costs and expenses457,397 459,115 961,931 906,535 Total costs and expenses467,368 504,534 
Operating income57,439 73,888 40,474 114,856 
Operating lossOperating loss(16,355)(16,965)
Interest expenseInterest expense(9,332)(4,997)(15,664)(9,636)Interest expense(11,334)(6,332)
Foreign exchange transaction gains (losses)478 (1,370)(138)(1,000)
(Loss) gain on sale of certain assets (56) 3,694 
Foreign exchange transaction lossesForeign exchange transaction losses(1,620)(616)
Impairment charge related to assets held-for-sale and loss on sale of a businessImpairment charge related to assets held-for-sale and loss on sale of a business(75,929)— 
Other (expense) income, netOther (expense) income, net(255)3,150 271 6,703 Other (expense) income, net(1,485)526 
Income before taxes48,330 70,615 24,943 114,617 
Provision for income taxes10,137 14,648 4,585 44,820 
Loss before taxesLoss before taxes(106,723)(23,387)
Benefit for income taxesBenefit for income taxes(14,459)(5,552)
Net income$38,193 $55,967 $20,358 $69,797 
Net lossNet loss$(92,264)$(17,835)
Earnings per share
Loss per shareLoss per share
BasicBasic$0.69 $1.00 $0.37 $1.25 Basic$(1.67)$(0.32)
DilutedDiluted$0.68 $0.99 $0.36 $1.24 Diluted$(1.67)$(0.32)
Weighted average number of common shares outstandingWeighted average number of common shares outstandingWeighted average number of common shares outstanding
BasicBasic55,62255,80655,67955,833Basic55,27055,736
DilutedDiluted56,19556,38856,32656,477Diluted55,27055,736
See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.
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JOHN WILEY & SONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)LOSS – UNAUDITED
Dollars in thousands
Three Months Ended
October 31,
Six Months Ended
October 31,
2022202120222021
Net income$38,193 $55,967 $20,358 $69,797 
Other comprehensive (loss) income:
Foreign currency translation adjustment(36,148)(9,483)(55,928)(15,420)
Unamortized retirement credits, net of tax (expense) of $(2,257), $(1,183), $(3,737), and $(1,626), respectively8,146 4,065 13,227 5,654 
Unrealized gain on interest rate swaps, net of tax (expense) of $(1,809), $(602), $(1,748) and $(775), respectively5,305 1,809 4,861 2,347 
Total other comprehensive loss(22,697)(3,609)(37,840)(7,419)
Comprehensive income (loss)$15,496 $52,358 $(17,482)$62,378 
Three Months Ended
July 31,
20232022
Net loss$(92,264)$(17,835)
Other comprehensive income (loss):
Foreign currency translation adjustment11,174 (19,780)
Unamortized retirement (costs) credits, net of tax benefit (expense) of $384 and $(1,480), respectively(1,837)5,081 
Unrealized gains (loss) on interest rate swaps, net of tax (expense) benefit of $(863) and $61, respectively2,520 (444)
Total other comprehensive income (loss)11,857 (15,143)
Comprehensive loss$(80,407)$(32,978)
See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.
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JOHN WILEY & SONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – UNAUDITED
Dollars in thousands
Three Months Ended
July 31,
20232022
Operating activities
Net loss$(92,264)$(17,835)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of goodwill26,695 — 
Impairment charge related to assets held-for-sale and loss on sale of a business75,929 — 
Amortization of intangible assets15,648 25,311 
Amortization of product development assets6,687 8,288 
Depreciation and amortization of technology, property and equipment21,393 24,680 
Restructuring and related charges12,123 22,441 
Stock-based compensation expense6,286 7,123 
Employee retirement plan expense9,244 8,325 
Foreign exchange transaction losses1,620 616 
Other noncash credits(20,520)(10,791)
Net change in operating assets and liabilities(145,176)(158,097)
Net cash used in operating activities(82,335)(89,939)
Investing activities
Product development spending(3,747)(5,825)
Additions to technology, property and equipment(20,086)(17,923)
Businesses acquired in purchase transactions, net of cash acquired(1,500)(96)
Proceeds related to the sale of a business457 — 
Acquisitions of publication rights and other(866)2,038 
Net cash used in investing activities(25,742)(21,806)
Financing activities
Repayments of long-term debt(196,405)(111,800)
Borrowings of long-term debt341,878 268,673 
Purchases of treasury shares(10,000)(10,000)
Change in book overdrafts(5,947)(4,694)
Cash dividends(19,382)(19,468)
Impact of tax withholding on stock-based compensation and other(4,330)(4,722)
Net cash provided by financing activities105,814 117,989 
Effects of exchange rate changes on cash, cash equivalents, and restricted cash2,257 (1,985)
Cash reconciliation:
Cash and cash equivalents106,714 100,397 
Restricted cash included in Prepaid expenses and other current assets548 330 
Balance at beginning of period107,262 100,727 
(Decrease)/increase for the period(6)4,259 
Cash and cash equivalents107,152 104,495 
Restricted cash included in Prepaid expenses and other current assets104 491 
Balance at end of period (1)
$107,256 $104,986 
Cash paid during the period for:
Interest$10,657 $5,511 
Income taxes, net of refunds$12,374 $14,075 
Six Months Ended
October 31,
20222021
Operating activities
Net income$20,358 $69,797 
Adjustments to reconcile net income to net cash used in operating activities:
Amortization of intangible assets45,421 42,627 
Amortization of product development assets16,452 18,088 
Depreciation and amortization of technology, property and equipment48,827 48,406 
Restructuring and related charges (credits)36,397 (1,609)
Stock-based compensation expense13,998 13,059 
Employee retirement plan expense14,622 9,892 
Foreign exchange transaction losses138 1,000 
Gain on sale of certain assets(40)(3,694)
Other noncash (credits) charges(8,514)37,663 
Net change in operating assets and liabilities(263,855)(310,851)
Net cash used in operating activities(76,196)(75,622)
Investing activities
Product development spending(11,445)(13,001)
Additions to technology, property and equipment(38,530)(37,676)
Businesses acquired in purchase transactions, net of cash acquired(96)(13,615)
Proceeds related to the sale of certain assets40 3,375 
Acquisitions of publication rights and other1,738 (1,654)
Net cash used in investing activities(48,293)(62,571)
Financing activities
Repayments of long-term debt(208,925)(113,425)
Borrowings of long-term debt437,311 340,901 
Purchases of treasury shares(17,500)(17,367)
Change in book overdrafts(15,771)(19,212)
Cash dividends(38,749)(38,619)
Impact of tax withholding on stock-based compensation and other(4,763)(5,232)
Net cash provided by financing activities151,603 147,046 
Effects of exchange rate changes on cash, cash equivalents, and restricted cash(8,784)(1,742)
Cash reconciliation:
Cash and cash equivalents100,397 93,795 
Restricted cash included in Prepaid expenses and other current assets330 564 
Balance at beginning of period100,727 94,359 
Increase for the period18,330 7,111 
Cash and cash equivalents118,423 100,898 
Restricted cash included in Prepaid expenses and other current assets634 572 
Balance at end of period$119,057 $101,470 
Cash paid during the period for:
Interest$14,077 $8,769 
Income taxes, net of refunds$25,349 $22,019 
(1)The balance as of July 31, 2023 includes held-for-sale cash, cash equivalents and restricted cash. See Note 3, "Acquisitions and Divestitures" for further details.
See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.
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JOHN WILEY & SONS, INC., AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY – UNAUDITED
Dollars in thousands
Class A common stockClass B common stockAdditional
paid-in capital
Retained
earnings
Accumulated other comprehensive loss, net of taxTreasury stockTotal
shareholders' equity
Balance at July 31, 2022$70,226 $12,956 $458,578 $1,883,857 $(523,289)$(820,002)$1,082,326 
Restricted shares issued under stock-based compensation plans  (225)1  277 53 
Impact of tax withholding on stock-based compensation and other     (41)(41)
Stock-based compensation expense  6,863    6,863 
Purchases of treasury shares     (7,500)(7,500)
Class A common stock dividends ($0.3475 per share)   (16,252)  (16,252)
Class B common stock dividends ($0.3475 per share)   (3,138)  (3,138)
Common stock class conversions2 (2)     
Comprehensive income, net of tax   38,193 (22,697) 15,496 
Balance at October 31, 2022$70,228 $12,954 $465,216 $1,902,661 $(545,986)$(827,266)$1,077,807 
Class A common stockClass B common stockAdditional
paid-in capital
Retained
earnings
Accumulated other comprehensive loss, net of taxTreasury stockTotal
shareholders' equity
Balance at April 30, 2023$70,231 $12,951 $469,802 $1,860,872 $(528,902)$(839,927)$1,045,027 
Restricted shares issued under stock-based compensation plans  (10,805)1  10,879 75 
Impact of tax withholding on stock-based compensation and other     (4,330)(4,330)
Stock-based compensation expense  6,281    6,281 
Purchases of treasury shares     (10,000)(10,000)
Class A common stock dividends ($0.3500 per share)   (16,281)  (16,281)
Class B common stock dividends ($0.3500 per share)   (3,159)  (3,159)
Comprehensive loss, net of tax   (92,264)11,857  (80,407)
Balance at July 31, 2023$70,231 $12,951 $465,278 $1,749,169 $(517,045)$(843,378)$937,206 
Class A common stockClass B common stockAdditional
paid-in capital
Retained
earnings
Accumulated other
comprehensive loss, net of tax
Treasury stockTotal
shareholders' equity
Balance at July 31, 2021$70,211 $12,971 $445,690 $1,844,578 $(494,600)$(800,945)$1,077,905 
Restricted shares issued under stock-based compensation plans— — (634)— 705 73 
Impact of tax withholding on stock-based compensation and other— — 39 — — (1,111)(1,072)
Stock-based compensation expense— — 6,713 — — — 6,713 
Purchases of treasury shares— — — — — (10,000)(10,000)
Class A common stock dividends ($0.3450 per share)— — — (16,190)— — (16,190)
Class B common stock dividends ($0.3450 per share)— — — (3,122)— — (3,122)
Comprehensive income, net of tax— — — 55,967 (3,609)— 52,358 
Balance at October 31, 2021$70,211 $12,971 $451,808 $1,881,235 $(498,209)$(811,351)$1,106,665 

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.
JOHN WILEY & SONS, INC., AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY – UNAUDITED
Dollars in thousands
Class A common stockClass B common stockAdditional
paid-in capital
Retained
earnings
Accumulated other comprehensive loss, net of taxTreasury stockTotal
shareholders' equity
Class A common stockClass B common stockAdditional
paid-in capital
Retained
earnings
Accumulated other comprehensive loss, net of taxTreasury stockTotal
shareholders' equity
Balance at April 30, 2022Balance at April 30, 2022$70,226 $12,956 $459,297 $1,921,160 $(508,146)$(813,224)$1,142,269 Balance at April 30, 2022$70,226 $12,956 $459,297 $1,921,160 $(508,146)$(813,224)$1,142,269 
Restricted shares issued under stock-based compensation plansRestricted shares issued under stock-based compensation plans  (8,082)1  8,221 140 Restricted shares issued under stock-based compensation plans— — (7,857)— — 7,944 87 
Impact of tax withholding on stock-based compensation and otherImpact of tax withholding on stock-based compensation and other     (4,763)(4,763)Impact of tax withholding on stock-based compensation and other— — — — — (4,722)(4,722)
Stock-based compensation expenseStock-based compensation expense  14,001    14,001 Stock-based compensation expense— — 7,138 — — — 7,138 
Purchases of treasury sharesPurchases of treasury shares     (17,500)(17,500)Purchases of treasury shares— — — — — (10,000)(10,000)
Class A common stock dividends ($0.3475 per share)Class A common stock dividends ($0.3475 per share)   (32,582)  (32,582)Class A common stock dividends ($0.3475 per share)— — — (16,330)— — (16,330)
Class B common stock dividends ($0.3475 per share)Class B common stock dividends ($0.3475 per share)   (6,276)  (6,276)Class B common stock dividends ($0.3475 per share)— — — (3,138)— — (3,138)
Common stock class conversions2 (2)     
Comprehensive loss, net of taxComprehensive loss, net of tax   20,358 (37,840) (17,482)Comprehensive loss, net of tax— — — (17,835)(15,143)— (32,978)
Balance at October 31, 2022$70,228 $12,954 $465,216 $1,902,661 $(545,986)$(827,266)$1,077,807 
Balance at July 31, 2022Balance at July 31, 2022$70,226 $12,956 $458,578 $1,883,857 $(523,289)$(820,002)$1,082,326 
Class A common stockClass B common stockAdditional
paid-in capital
Retained
earnings
Accumulated other comprehensive loss, net of taxTreasury stockTotal
shareholders' equity
Balance at April 30, 2021$70,208 $12,974 $444,358 $1,850,058 $(490,790)$(795,517)$1,091,291 
Restricted shares issued under stock-based compensation plans— — (6,976)(1)— 7,114 137 
Impact of tax withholding on stock-based compensation and other— — 349 — — (5,581)(5,232)
Stock-based compensation expense— — 14,077 — — — 14,077 
Purchases of treasury shares— — — — — (17,367)(17,367)
Class A common stock dividends ($0.3450 per share)— — — (32,375)— — (32,375)
Class B common stock dividends ($0.3450 per share)— — — (6,244)— — (6,244)
Common stock class conversions(3)— — — — — 
Comprehensive income, net of tax— — — 69,797 (7,419)— 62,378 
Balance at October 31, 2021$70,211 $12,971 $451,808 $1,881,235 $(498,209)$(811,351)$1,106,665 

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.
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JOHN WILEY & SONS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 Basis of Presentation
Throughout this report, when we refer to “Wiley,” the “Company,” “we,” “our,” or “us,” we are referring to John Wiley & Sons, Inc. and all our subsidiaries, except where the context indicates otherwise.
Our Unaudited Condensed Consolidated Financial Statements include all the accounts of the Company and our subsidiaries. We have eliminated all intercompany transactions and balances in consolidation. In the opinion of management, the accompanying Unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting only of normal recurring adjustments, necessary to presentstate fairly the Unaudited Condensed Consolidated Financial Condition, Results of Operations, Comprehensive IncomeLoss and Cash Flows for the periods presented. Operating results for the interim period are not necessarily indicative of the results expected for the full year. All amounts are in thousands, except per share amounts, and approximate due to rounding. These financial statements should be read in conjunction with the most recent audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended April 30, 20222023 as filed with the SEC on June 24, 2022 (202226, 2023 (2023 Form 10-K).
Our Unaudited Condensed Consolidated Financial Statements were prepared in accordance with the interim reporting requirements of the SEC. As permitted under those rules, annual footnotes or other financial information that are normally required by US GAAP have been condensed or omitted. The preparation of our Unaudited Condensed Consolidated Financial Statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Certain prior year amounts have been reclassified to conform to the current year’s presentation.
Note 2 Recent Accounting Standards
Recently Adopted Accounting Standards
Convertible Debt Instruments, Derivatives and EPS
In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock, as well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related earnings-per-share (EPS) guidance. We adopted ASU 2020-06 on May 1, 2022. The adoption did not have an impact on our consolidated financial statements at the time of adoption.
Recently Issued Accounting Standards
Accounting for Contract Assets and Contract Liabilities from Contracts with Customers
In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”.Customers.” This ASU requires that an acquirer recognize, and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606 “Revenue from Contracts with Customers” (Topic 606) as if it had originated the contracts. Generally, this would result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements if the acquiree prepared financial statements in accordance with US GAAP. This standard is effective for usWe adopted ASU 2021-08 on May 1, 2023, including interim periods within the fiscal year. Early adoption is permitted.2023. The standard is applied prospectively to business combinations occurring on or after the effective date of the amendments. The impact will be based on future business combinations after we adopt the standard.
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Note 3 Acquisitions and Divestitures
Acquisitions
Pro forma financial information related to these acquisitions has not been provided as it is not material to our condensed consolidated results of operations.
Fiscal Year 2022
XYZ Media2023
On December 29, 2021,November 1, 2022, we completed the acquisition of certain assets of XYZ Media Inc. (XYZ Media). XYZ Media is a company that generates leads for higher education institutions. The results of XYZ Media arean immaterial business included in our Education Services segment results.Learning segment. The fair value of consideration transferred at the date of acquisition was $45.4$6.1 million, which included $38.0$5.2 million of cash at the acquisition date and approximately 129 thousand shares$0.9 million to be paid after the acquisition date. The acquisition was accounted for using the acquisition method of Wiley Class A common stock, or approximately $7.4 million.accounting. We financedrecorded the payment of the cash consideration with a combination of cash on handpreliminary aggregate excess purchase price over identifiable net tangible and borrowings under our Amended and Restated RCA (as defined below in Note 15, “Debt and Available Credit Facilities”).
XYZ Media’s revenue and operating loss included in our Education Services segment results for the three months ended October 31, 2022 was $2.9 million and $(0.8) million, respectively. XYZ Media’s revenue and operating loss included in our Education Services segment results for the six months ended October 31, 2022 was $5.4 million and $(2.3) million, respectively.
During the six months ended October 31, 2022, no revisions were made to the allocation of the consideration transferred to theintangible assets acquired and liabilities assumed. We recorded the preliminary fair value of the assets acquired and liabilities assumed, on the acquisition date, which included a preliminary allocation of $22.2$3.9 million of goodwill allocated to the Education ServicesLearning segment and $22.7$3.7 million of intangible assets subject to amortization.
The allocation of the total consideration transferred to the assets acquired, including intangible assets and goodwill, and the liabilities assumed is preliminary, and could be revised as a result of additional information obtained due to the finalization of the third-party valuation report, leases and related commitments, tax related matters and contingencies and certain assets and liabilities, including receivables and payables, but such amounts will be finalized within the measurement period, which will not exceed one year from the acquisition date.
Other Acquisitions in Divestitures
As part of our ongoing initiatives to simplify our portfolio to drive sustained performance improvement, we have completed one disposition as of July 31, 2023 and have committed to a plan to divest of additional businesses within the next 12 months.
Fiscal Year 20222024
Completed Divestitures
On November 30, 2021,May 31, 2023, we acquiredcompleted the assetssale of the eJournalPressour tuition manager business (EJP) from Precision Computer Works, Inc. EJP is a technology platform company with an established journal submission and peer review management system. The results of EJP are(Tuition Manager), which was included in our Research segment results.
On October 1, 2021, we completed the acquisition of certain assets of J&J Editorial Services, LLC. (J&J). J&J isHeld for Sale or Sold segment. The divestiture did not represent a publishing services company providing expert offerings in editorial operations, production, copyediting, system support and consulting. Thestrategic shift that would have a major effect on our consolidated results of J&J areoperations, and therefore its results of operations were not reported as discontinued operations. The cash received net of transaction costs at the date of sale was $0.5 million. The pretax loss on sale was $2.0 million, after accounting for the assets sold, liabilities transferred upon sale and transaction costs, is included in our Research segment results.
We also completed the acquisitionImpairment charge related to assets held-for-sale and loss on sale of two immaterial business included in our Research segment and the acquisition of one immateriala business in our Education Services segment.
The aggregate preliminary fair valueUnaudited Condensed Consolidated Statement of consideration transferred for these other acquisitions was approximately $41.2 million which included $36.2 million of cash paid at the acquisition dates and $5.0 million of additional cash to be paid after the acquisition dates. The fair value of the cash consideration transferred, net of $1.2 million of cash acquired was approximately $34.9 million.
The incremental revenue and operating income included in the Research segmentNet Loss for the three months ended OctoberJuly 31, 2022 related to these other acquisitions was approximately $4.5 million and $0.2 million, respectively.2023. The incremental revenue and operating losscarrying value of the net assets included in the Research segment for the six months ended October 31, 2022 related to these other acquisitionspretax loss on sale was approximately $9.1$2.5 million, including intangible assets of $1.0 million and $(2.1) million, respectively.no goodwill.
Assets and Liabilities Held-for-Sale

On June 1, 2023, Wiley’s Board of Directors approved a plan to divest certain businesses that we determined are non-core businesses. Those businesses are University Services, Wiley Edge, and CrossKnowledge. These dispositions are expected to be completed during fiscal year 2024. As a result, we reorganized our segments and our new structure consists of three reportable segments which includes Research (no change), Learning, and Held for Sale or Sold, as well as a Corporate expense category (no change). The operations of University Services, Wiley Edge, and CrossKnowledge are reported in the Held for Sale or Sold segment. See Note 10, “Segment Information” for more details regarding our reportable segments. See Note 12, "Goodwill and Intangible Assets" for more details on the interim goodwill impairment test and the impairment charges.
In accordance with FASB Accounting Standards Codification (ASC) Topic 205, "Presentation of Financial Statements," we determined that the planned divestitures of University Services, Wiley Edge, and CrossKnowledge each do not represent a strategic shift that will have a major effect on our consolidated results of operations, and therefore their results of operations were not reported as discontinued operations. We applied the criteria in ASC 360-10-45-9, "Property, Plant and Equipment - Long-Lived Assets Classified as Held for Sale," to determine whether any of the aforementioned long-lived asset groups would be classified as held-for-sale. Criteria include management commitment to sell the disposal group in its present condition and the sale being deemed probable of being completed within one year. We concluded that all three businesses met all the requisite criteria as of June 1, 2023 and, therefore, have reclassified the related assets and liabilities as held-for-sale on the Unaudited Condensed Consolidated Statement of Financial Position as of July 31, 2023.
We measured each disposal group at the lower of carrying value or fair value less cost to sell. In the three months ended July 31, 2023, we recorded a held-for-sale pretax impairment of $73.9 million which includes $40.6 million for University Services and $33.3 million for CrossKnowledge. This pretax impairment is reflected in Impairment charge related to assets held-for-sale and loss on sale of a business on the Unaudited Condensed Consolidated Statements of Net Loss. The impairments are included as a valuation allowance or contra-asset account within Non-current assets held-for-sale on the Unaudited Condensed Consolidated Statement of Financial Position as of July 31, 2023.
The major categories of assets and liabilities that have been classified as held-for-sale on the Unaudited Condensed Consolidated Statement of Financial Position as of July 31, 2023 were as follows:

University ServicesCross KnowledgeWiley EdgeTotal
Assets held-for-sale:
Current assets
Cash and cash equivalents (1)
$12 $17,254 $14,742 $32,008 
Accounts receivable, net64,830 7,777 20,891 93,498 
Prepaid expenses and other current assets (1)
2,726 4,181 6,837 13,744 
Total current assets held-for-sale$67,568 $29,212 $42,470 $139,250 
Technology, property and equipment, net13,045 3,696 1,815 18,556 
Intangible assets, net133,413 18,305 34,891 186,609 
Goodwill— — 81,940 81,940 
Operating lease right-of-use assets2,989 514 1,015 4,518 
Other non-current assets7,906 15,616 77 23,599 
Valuation allowance(40,659)(33,080)— (73,739)
Total non-current assets held-for-sale$116,694 $5,051 $119,738 $241,483 
Liabilities held-for-sale:
Current liabilities
Accounts payable$1,414 $750 $244 $2,408 
Accrued royalties— 454 — 454 
Contract liabilities719 17,883 18,605 
Accrued employment costs3,224 7,368 3,654 14,246 
Short-term portion of operating lease liabilities1,058 375 474 1,907 
Other accrued liabilities6,872 1,707 4,058 12,637 
Total current liabilities held-for-sale$13,287 $28,537 $8,433 $50,257 
Accrued pension liability— 658 — 658 
Deferred income tax liabilities— 4,291 4,110 8,401 
Operating lease liabilities3,829 48 500 4,377 
Other long-term liabilities355 1,113 222 1,690 
Total long-term liabilities held-for-sale$4,184 $6,110 $4,832 $15,126 

(1)The following table shows a reconciliation of our cash, cash equivalents, and restricted cash included in current assets held-for-sale and in our Unaudited Condensed Consolidated Statement of Financial Position to our Unaudited Condensed Consolidated Statement of Cash Flows for the three months ended July 31, 2023:

Cash and cash equivalents$75,144 
Restricted cash included in Prepaid expenses and other current assets50 
Total cash, cash equivalents, and restricted cash per Unaudited Condensed Consolidated Statement of Financial Position as of July 31, 202375,194 
Cash and cash equivalents held-for-sale32,008 
Restricted cash held-for-sale included in Prepaid expenses and other current assets54 
Total cash, cash equivalents, and restricted cash held-for-sale as of July 31, 202332,062 
Total cash, cash equivalents, and restricted cash per Unaudited Condensed Consolidated Statement of Cash Flows for the three months ended July 31, 2023$107,256 
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During the six months ended October 31, 2022, no revisions were made to the allocation of the consideration transferred to the assets acquired and liabilities assumed. Associated with these other acquisitions, we recorded the preliminary aggregate excess purchase price over identifiable net tangible and intangible assets acquired and liabilities assumed, which included a preliminary allocation of $24.8 million of goodwill allocated to the Research segment and $15.6 million of intangible assets subject to amortization. No goodwill was allocated to the Education Services segment.
The allocation of the consideration transferred for the assets acquired, including intangible assets and goodwill, and liabilities assumed was finalized during the three months ended October 31, 2022 for the J&J acquisition.
The allocations of the total consideration transferred to the assets acquired, including intangible assets and goodwill, and the liabilities assumed for the remaining other acquisitions are preliminary, and could be revised as a result of additional information obtained due to the finalization of the third-party valuation report, leases and related commitments, tax related matters and contingencies and certain assets and liabilities, including receivables and payables, but such amounts will be finalized within the measurement period, which will not exceed one year from the acquisition date.
Note 4 Revenue Recognition, Contracts with Customers
Disaggregation of Revenue

We have reorganized our segments. Our new segment structure will consist of three reportable segments which includes (1) Research (no change), (2) Learning, (3) Held For Sale or Sold, as well as a Corporate expense category (no change), which includes certain costs that are not allocated to the reportable segments. Research includes reporting lines of Research Publishing and Research Solutions. Learning includes reporting lines of Academic and Professional. Held for Sale or Sold includes those non-core businesses which we have sold or announced we are divesting and include University Services, Wiley Edge, and CrossKnowledge.Prior period segment results have been revised to the new segment presentation. There were no changes to our consolidated financial results. See Note 10, “Segment Information,” for more details.

The following table presents our revenue from contracts with customers disaggregated by segment and product type.
Three Months Ended
October 31,
Six Months Ended
October 31,
2022202120222021
Research (1):
Research Publishing (2)
$232,641 $238,853 $472,164 $482,137 
Research Solutions (2)
38,718 36,301 74,108 67,773 
Total Research271,359 275,154 546,272 549,910 
Academic & Professional Learning:
Education Publishing86,200 98,581 149,256 164,961 
Professional Learning66,441 77,948 136,344 150,832 
Total Academic & Professional Learning152,641 176,529 285,600 315,793 
Education Services:
University Services (3)
57,759 58,630 105,570 113,598 
Talent Development Services (3)
33,077 22,690 64,963 42,090 
Total Education Services90,836 81,320 170,533 155,688 
Total Revenue$514,836 $533,003 $1,002,405 $1,021,391 
(1)The Research segment was previously referred to as Research Publishing & Platforms.
(2)As previously announced, in May 2022 our revenue by product type previously referred to as Research Platforms was changed to Research Solutions. Research Solutions includes infrastructure and publishing services that help societies and corporations thrive in a complex knowledge ecosystem. In addition to Platforms (Atypon), certain product offerings such as corporate sales which included the recent acquisitions of Madgex Holdings Limited (Madgex), and Bio-Rad Laboratories Inc.’s Informatics products (Informatics) that were previously included in Research Publishing moved to Research Solutions to align with our strategic focus. Research Solutions also includes product offerings related to certain recent acquisitions such as J&J, and EJP. Prior period results have been revised to the new presentation. There were no changes to the total Research segment or our consolidated financial results. The revenue reclassified to Research Solutions was $24.0 million and $44.1 million for the three and six months ended October 31, 2021, respectively.
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(3)In May 2022, we moved the WileyNXT product offering from Talent Development Services to University Services and the prior period results have been included in University Services. There were no changes to the total Education Services segment or our total consolidated financial results. The revenue reclassified was $0.5 million and $1.1 million for the three and six months ended October 31, 2021, respectively.
Three Months Ended
July 31,
20232022
Research:
Research Publishing$223,000 $239,523 
Research Solutions34,804 35,390 
Total Research257,804 274,913 
Learning:
Academic48,292 58,748 
Professional61,028 60,899 
Total Learning109,320 119,647 
Held for Sale or Sold83,889 93,009 
Total Revenue$451,013 $487,569 
The following information describes our disaggregation of revenue by segment and product type. Overall, the majority of our revenue is recognized over time.
Research
Research customers include academic, corporate, government, and public libraries, funders of research, researchers, scientists, clinicians, engineers and technologists, scholarly and professional societies, and students and professors. Research products are sold and distributed globally through multiple channels, including research libraries and library consortia, independent subscription agents, direct sales to researchers and professional society members, and other customers. Publishing centers include Australia, China, Germany, India, the United Kingdom (UK), and the United States (US). The majority of revenue generated from Research products is recognized over time. Total Research revenue was $271.4 million and $546.3$257.8 million in the three and six months ended OctoberJuly 31, 2022, respectively.2023.

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We disaggregated revenue by Research Publishing & Research Solutions to reflect the different type of products and services provided.
Research Publishing Products
Research Publishing products provide scientific, technical, medical, and scholarly journals, as well as related content and services, to academic, corporate, and government libraries, learned societies, and individual researchers and other professionals. Research Publishing revenue was $232.6 million and $472.2$223.0 million in the three and six months ended OctoberJuly 31, 2022, respectively,2023, and the majority is recognized over time.
In the three months ended July 31, 2023, Research Publishing products generategenerated approximately 87% in both the three and six months ended October 31, 2022, respectively, of itstheir revenue from contracts with itstheir customers from Journal Subscriptions (pay to read), Open Access (pay to publish) and Transformational Agreements (read and publish) and the remainder from Licensing, Reprints, Backfiles, and Other.
Research Solutions Products and Services
Research Solutions services include corporate and society service offerings such as advertising, spectroscopy software and spectral databases, job board software and career center services, publishing services such as editorial operations, production, copyediting, system support and consulting, and a journal submission and peer-review management system. In addition, Research Solutions includes Atypon Systems, Inc (Atypon)platforms and services. Atypon is a publishing software and service provider that enables scholarly and professional societies and publishers to deliver, host, enhance, market, and manage their content on the web through the LiteratumTM platform. In addition, Research Solutions includes advertising, spectroscopy software and spectral databases, and job board software and career center services, which includes the products and services from the recent acquisitions of Madgex and Informatics. As well as product and service offerings related to recent acquisitions such as J&J and the EJP business. J&J is a publishing services company providing expert offerings in editorial operations, production, copyediting, system support and consulting. EJP is a technology platform company with an established journal submission and peer-review management system.Research Solutions revenue was $38.7 million and $74.1$34.8 million in the three and six months ended OctoberJuly 31, 2022, respectively,2023, and the majority is recognized over time.
In the three months ended July 31, 2023, Research Solutions products and services generated approximately 65% of their revenue from contracts with their customers from corporate and society offerings and 35% from Atypon platforms and services.
Learning

Learning customers include chain and online booksellers, libraries, colleges and universities, corporations, direct to consumer, web sites, and other online applications. Total Learning revenue was $109.3 million in the three months ended July 31, 2023.
We disaggregated revenue by type of products provided. Learning products are Academic & Professional Learningand Professional.
Academic

Academic & Professional Learning provides Education Publishing and Professional Learningproducts revenue was $48.3 million in the three months ended July 31, 2023. Academic products and services including scientific, professional, and education print and digital books, and digital courseware and test preparation services to libraries, corporations, students, professionals, and researchers, as well as learning, development, and assessment services for businesses and professionals.researchers. Communities served include business, finance, accounting, workplace learning, management, leadership, technology, behavioral health, engineering/architecture, science and medicine, and education. Products are developed for worldwide distribution through multiple channels, including chain and online booksellers, libraries, colleges and universities, corporations, direct to consumer, web sites,websites, distributor networks and other online applications. Publishing centers include Australia, Germany, India, the UK, and the US. Total Academic & Professional Learning revenue was $152.6 million and $285.6 million in

In the three and six months ended OctoberJuly 31, 2022, respectively.
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We disaggregated revenue by type2023, Academic products generated approximately 76% of products provided. Academic & Professional Learning products are Education Publishing and Professional Learning. Academic & Professional Learning revenues are mainly recognized at a point in time.
Education Publishing Products
Education Publishing products revenue was $86.2 million and $149.3 million in the three and six months ended October 31, 2022, respectively. Education Publishing products generate approximately 57% and 64% in the three and six months ended October 31, 2022, respectively, of itstheir revenue from contracts with itstheir customers from Education (printfor print and digital) Publishing,digital publishing, which is recognized at a point in time, and 32% and 22% in the three and six months ended October 31, 2022, respectively,time. Digital Courseware products generate approximately 14% of their revenue from Digital Coursewarecontracts with their customers which is recognized over time. The remainder of itstheir revenues were from Test Preparation and Certification and Licensing and Other, which has a mix of revenue recognized at a point in time and over time.
Professional Learning Products
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Professional Learning
Professional products revenue was $66.4 million and $136.3$61.0 million in the three and six months ended OctoberJuly 31, 2022, respectively.2023. Professional Learning (printprovides learning, development, publishing, and digital) products generate approximately 54%assessment services for businesses and 56% inprofessionals.

Our trade publishing produces professional books, which includes business and finance, technology, professional development for educators, test preparation books and other professional categories, as well as the For Dummies® brand. Products are sold to brick-and-mortar and online retailers, wholesalers who supply such bookstores, college bookstores, individual practitioners, corporations, and government agencies.

Our assessments offering includes high-demand soft-skills training solutions that are delivered to organizational clients through online digital delivery platforms, either directly or through an authorized distributor network of independent consultants, trainers, and coaches.

In the three and six months ended OctoberJuly 31, 2022, respectively,2023, Professional products generated approximately 59% of their revenue from contracts with itstheir customers from Professional Publishing,for trade print and Licensing and Other, and both are mainlydigital publishing, which is recognized at a point in time. Approximately 46% and 44%Our assessments offering generates approximately 31% of Professional Learning productstheir revenue in the three and six months ended October 31, 2022, respectively, is from contracts with itstheir customers which has a mix of revenue recognized at a point in time and over time. The remainder of their revenues were from Corporate TrainingLicensing and Corporate Learning,Other, which ishas a mix of revenue recognized mainlyat a point in time and over time.
Education ServicesHeld for Sale or Sold
Education ServicesHeld for Sale or Sold revenue was $90.8 million and $170.5$83.9 million in the three and six months ended OctoberJuly 31, 2022, respectively, and the majority is recognized over time. We disaggregated revenue by type of services provided, which are 2023. Offerings include University Services, Wiley Edge, and Talent Development Services.CrossKnowledge.
Our University Services
business offers institutions and their students a rich portfolio of education technology and student and faculty support services, allowing the institutions to reach more students online with their own quality academic programs. University Services revenue was $57.8 million and $105.6 million in the three and six months ended October 31, 2022, respectively, and is mainly recognized over time. University Services primarily engages in
Wiley Edge sources, trains, and prepares aspiring students and professionals to meet the comprehensive managementskill needs of online degree programs for universitiestoday’s technology careers, and has grownthen places them with some of the world's largest financial institutions, technology companies, and government agencies. Wiley Edge also works with its clients to include a broad arrayretrain and retain existing employees so they can continue to meet the changing demands of today’s technology enabled service offerings that address our partner specific pain points. Increasingly, this includes delivering career credentialing education that advances specific careers with in-demand skills.
Talent Development Services
Talent Development Serviceslandscape. Wiley Edge revenue was $33.1 million and $65.0 million in the three and six months ended October 31, 2022, respectively, and is recognized at the point in time the services are provided to its customers. Talent Development Services
CrossKnowledge services includes corporate learning online learning and training solutions for global corporations, universities, and small and medium-sized enterprises sold on a subscription or fee basis. CrossKnowledge revenue is a talent placement provider that finds, trainsrecognized over time.

Held for Sale or Sold also includes the revenue associated with those businesses which have been sold which includes Wiley's Efficient Learning test prep portfolio business, and places job-ready technology talentour advancement courses business which were both sold in roles with leading corporations worldwide.fiscal year 2023, and our Tuition Manager business which was sold in the three months ended July 31, 2023.
Accounts Receivable, net and Contract Liability Balances
When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded. Contract liabilities are recognized as revenue when, or as, control of the products or services are transferred to the customer and all revenue recognition criteria have been met.
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The following table provides information about accounts receivable, net and contract liabilities from contracts with customers.
October 31, 2022April 30, 2022Increase/
(Decrease)
July 31, 2023April 30, 2023Increase/
(Decrease)
Balances from contracts with customers:Balances from contracts with customers:Balances from contracts with customers:
Accounts receivable, netAccounts receivable, net$260,026 $331,960 $(71,934)Accounts receivable, net$153,392 $310,121 $(156,729)
Contract liabilities (1)
Contract liabilities (1)
263,821 538,126 (274,305)
Contract liabilities (1)
369,562 504,695 (135,133)
Contract liabilities (included in Other long-term liabilities)Contract liabilities (included in Other long-term liabilities)$20,857 $19,072 $1,785 Contract liabilities (included in Other long-term liabilities)$19,038 $17,426 $1,612 
(1)The sales return reserve recorded in Contract liabilities is $28.9$26.0 million and $31.1$24.6 million, as of OctoberJuly 31, 20222023 and April 30, 2022,2023, respectively.
For the sixthree months ended OctoberJuly 31, 2022,2023, we estimate that we recognized revenue of approximately 73%40% that was included in the current contract liability balance at April 30, 2023. For the three months ended July 31, 2022, we estimate that 43% of revenue recognized was included in the current contract liability at April 30, 2022.
The decrease in contract liabilities excluding the sales return reserve, was primarily driven by revenue earned on journal subscription agreements, transformational agreements, and open access, partially offset by renewals of journal subscription agreements, transformational agreements, and open access. In addition, contract liabilities decreased due to the reclassification of the held-for-sale amounts to Current liabilities held-for-sale on the Unaudited Condensed Consolidated Statement of Financial Position as of July 31, 2023.
Remaining Performance Obligations included in Contract Liability
As of OctoberJuly 31, 2022,2023, the aggregate amount of the transaction price allocated to the remaining performance obligations is approximately $284.7$388.6 million, which included the sales return reserve of $28.9$26.0 million. Excluding the sales return reserve, we expect that approximately $234.9$343.6 million will be recognized in the next twelve months with the remaining $20.9$19.0 million to be recognized thereafter.
Assets Recognized for the Costs to Fulfill a Contract
Costs to fulfill a contract are directly related to a contract that will be used to satisfy a performance obligation in the future and are expected to be recovered. These costs are amortized on a systematic basis that is consistent with the transfer to the customer of the goods or services to which the asset relates. These types of costs are incurred in the following product types, (1) Research Solutions services, which includes customer specific implementation costs per the terms of the contract and (2) University Services, which is included in the Held for Sale or Sold segment and includes customer specific costs to develop courses per the terms of the contract.
Our assets associated with incremental costs to fulfill a contract, were and $10.6 million and $10.9 million at OctoberJuly 31, 20222023 and April 30, 2022,2023, respectively, and are included within Other non-current assets at April 30, 2023 and in both Other non-current assets and Non-current assets held-for-sale at July 31, 2023 on our Unaudited Condensed Consolidated Statements of Financial Position. We recorded amortization expense of $1.1$1.7 million and $2.3$1.2 million duringin the three and six months ended OctoberJuly 31, 2023 and 2022 respectively, related to these assets within Cost of sales on our Unaudited Condensed Consolidated Statements of Net Income. We recorded amortization expense of $1.3 million and $2.8 million during the three and six months ended October 31, 2021, respectively, related to these assets within Cost of sales on our Unaudited Condensed Consolidated Statements of Net Income.Loss.
Sales and value-added taxes are excluded from revenues. Shipping and handling costs, which are primarily incurred within the Academic & Professional Learning segment, occur before the transfer of control of the related goods. Therefore, in accordance with the revenue standard, it is not considered a promised service to the customer and would be considered a cost to fulfill our promise to transfer the goods. Costs incurred for third party shipping and handling are primarily reflected in Operating and administrative expenses on our Unaudited Condensed Consolidated Statements of Net Income.Loss. We incurred $7.1$6.7 million and $13.5$6.5 million in shipping and handling costs in the three and six months ended OctoberJuly 31, 2022, respectively. We incurred $7.2 million2023 and $14.0 million in shipping and handling costs in the three and six months ended October 31, 2021,2022, respectively.
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Note 5 Operating Leases
We have contractual obligations as a lessee with respect to offices, warehouses and distribution centers, automobiles, and office equipment.
We determine if an arrangement is a lease at inception of the contract in accordance with guidance detailed in the lease standard and we perform the lease classification test as of the lease commencement date. Right-of-use (ROU) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.
The present value of the lease payments is calculated using an incremental borrowing rate, which was determined based on the rate of interest that we would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. We use an unsecured borrowing rate and risk-adjust that rate to approximate a collateralized rate.
UnderWe recognize operating lease expense on a straight-line basis over the leasing standard, leasesterm of the lease. Lease payments may be fixed or variable. Only lease payments that are fixed, in-substance fixed or depend on a rate or index are included in determining the lease liability. Variable lease payments include payments made to the lessor for taxes, insurance and maintenance of the leased asset and are recognized as operating costs as incurred.

We apply certain practical expedients allowed by ASC 842, "Leases." Leases that are more than one year in duration are capitalized and recorded on our Unaudited Condensed Consolidated Statements of Financial Position. Leases with an initial term of 12 months or less are recognized as short term lease operating costs on a straight-line basis over the term. We have also elected to account for the lease and non-lease components as a single component. Some of our leases offer an option to extend the term of such leases. We utilize the reasonably certain threshold criteria in determining which options we will exercise. Furthermore, some of our lease payments are based on index rates with minimum annual increases. These represent fixed payments and are captured in the future minimum lease payments calculation.
For operating leases, the ROU assets and liabilities are presented on our Unaudited Condensed Consolidated Statement of Financial Position as follows:
October 31, 2022April 30, 2022July 31, 2023April 30, 2023
Operating lease ROU assetsOperating lease ROU assets$93,334 $111,719 Operating lease ROU assets$82,415 $91,197 
Short-term portion of operating lease liabilitiesShort-term portion of operating lease liabilities19,043 20,576 Short-term portion of operating lease liabilities17,869 19,673 
Operating lease liabilities, non-currentOperating lease liabilities, non-current$120,559 $132,541 Operating lease liabilities, non-current$106,652 $115,540 
During the sixthree months ended OctoberJuly 31, 2022,2023, we reduced ouradded $0.2 million to the ROU assets by $(0.5)and $0.2 million and ourto the operating lease liabilities by $(0.5) million due to modifications and remeasurements to our existing operating leases, partially offset by new leases.

As a result of the Fiscal Year 2023Global Restructuring Program, which included the exit of certain leased office space, beginning in the three months ended July 31, 2022, we recorded restructuring and related charges. These charges included severance, impairment charges and acceleration of expense associated with certain operating lease ROU assets. See Note 9, “Restructuring and Related Charges (Credits)”Charges” for more information on this program and the charges incurred.
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Our total net lease costs are as follows:
Three Months Ended
October 31,
Six Months Ended
October 31,
Three Months Ended
July 31,
202220212022202120232022
Operating lease costOperating lease cost$4,528 $6,325 $9,710 $12,242 Operating lease cost$4,083 $5,182 
Variable lease costVariable lease cost264 397 542 741 Variable lease cost285 278 
Short-term lease costShort-term lease cost146 36 261 56 Short-term lease cost278 115 
Sublease incomeSublease income(172)(190)(370)(391)Sublease income(203)(198)
Total net lease cost (1)
Total net lease cost (1)
$4,766 $6,568 $10,143 $12,648 
Total net lease cost (1)
$4,443 $5,377 
(1)Total net lease cost does not include those costs and sublease income included in Restructuring and related charges (credits) on our Unaudited Condensed Consolidated Statements of Net Income.Loss. This includes those operating leases we had identified as part of our restructuring programs that would be subleased. See Note 9, “Restructuring and Related Charges (Credits)”Charges” for more information on this program.
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Other supplemental information includes the following:
Six Months Ended
October 31,
Three Months Ended
July 31,
2022202120232022
Weighted-average remaining contractual lease term (years)Weighted-average remaining contractual lease term (years)89Weighted-average remaining contractual lease term (years)88
Weighted-average discount rateWeighted-average discount rate5.93 %5.79 %Weighted-average discount rate5.97 %5.87 %
Cash paid for amounts included in the measurement of lease liabilities:Cash paid for amounts included in the measurement of lease liabilities:Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leasesOperating cash flows from operating leases$13,756$14,846Operating cash flows from operating leases$6,736$7,341
The table below reconciles the undiscounted cash flows for the first five years and total of the remaining years to the operating lease liabilities recorded in our Unaudited Condensed Consolidated Statement of Financial Position as of OctoberJuly 31, 2022:2023:
Fiscal YearFiscal YearOperating Lease
Liabilities
Fiscal YearOperating Lease
Liabilities
2023 (remaining 6 months)$13,522 
202425,110 
2024 (remaining 9 months)2024 (remaining 9 months)$18,261 
2025202523,691 202523,544 
2026202621,721 202621,782 
2027202717,692 202717,159 
2028202813,282 
ThereafterThereafter77,499 Thereafter64,185 
Total future undiscounted minimum lease paymentsTotal future undiscounted minimum lease payments179,235 Total future undiscounted minimum lease payments158,213 
Less: Imputed interestLess: Imputed interest39,633 Less: Imputed interest33,692 
Present value of minimum lease paymentsPresent value of minimum lease payments139,602 Present value of minimum lease payments124,521 
Less: Current portionLess: Current portion19,043 Less: Current portion17,869 
Noncurrent portionNoncurrent portion$120,559 Noncurrent portion$106,652 
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Note 6 Stock-Based Compensation
We have stock-based compensation plans under which employees may be granted performance-based stock awards, other restricted stock awards and options. We recognize the grant date fair value of stock-based compensation in net income on a straight-line basis, net of estimated forfeitures over the requisite service period. The measurement of performance for performance-based stock awards is based on actual financial results for targets established up to three years in advance, or less. For the three and six months ended OctoberJuly 31, 2023 and 2022, we recognized stock-based compensation expense, on a pretax basis, of $6.9$6.3 million and $14.0$7.1 million, respectively. For the three and six months ended October 31, 2021, we recognized stock-based compensation expense, on a pretax basis, of $6.7 million and $13.1 million, respectively.
Performance-Based and Other Restricted Stock Activity
Under the terms of our long-term incentive plans, performance-based restricted unit awards are payable in restricted shares of our Class A Common Stock upon the achievement of certain three-year or less financial performance-based targets. During each three-year period or less, we adjust compensation expense based upon our best estimate of expected performance.
We may also grant individual restricted unit awards payable in restricted shares of our Class A Common Stock to key employees in connection with their employment.
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The following table summarizes awards we granted to employees (shares in thousands):
Six Months Ended
October 31,
Three Months Ended
July 31,
2022202120232022
Restricted Stock:Restricted Stock:Restricted Stock:
Awards granted (shares)Awards granted (shares)539455Awards granted (shares)789494
Weighted average fair value of grantWeighted average fair value of grant$45.35 $57.16 Weighted average fair value of grant$31.54 $45.99 
Stock Option Activity
We granted 10,000 and 260,000 stock option awards during both the sixthree months ended OctoberJuly 31, 20222023 and October 31, 2021, respectively.2022. Options are exercisable over a maximum period of ten years from the date of grant. These options generally vest 10%, 20%, 30%, and 40% on April 30, or on each anniversary date after the award is granted.
The following table provides the estimated weighted average fair value for options granted during the sixthree months ended OctoberJuly 31, 20222023 and 20212022 using the Black-Scholes option-pricing model, and the significant weighted average assumptions used in their determination.
Six Months Ended
October 31,
Three Months Ended
July 31,
2022202120232022
Weighted average fair value of options on grant dateWeighted average fair value of options on grant date$9.42 $11.71 Weighted average fair value of options on grant date$7.94 $9.42 
Weighted average assumptions:Weighted average assumptions:Weighted average assumptions:
Expected life of options (years)Expected life of options (years)5.96.3Expected life of options (years)6.35.9
Risk-free interest rateRisk-free interest rate0.5 %1.1 %Risk-free interest rate3.9 %0.5 %
Expected volatilityExpected volatility31.2 %30.7 %Expected volatility33.5 %31.2 %
Expected dividend yieldExpected dividend yield3.0 %2.4 %Expected dividend yield4.3 %3.0 %
Fair value of common stock on grant dateFair value of common stock on grant date$45.99 $56.79 Fair value of common stock on grant date$32.68 $45.99 
Exercise price of stock option grantExercise price of stock option grant$45.99 $62.36 Exercise price of stock option grant$32.68 $45.99 
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Note 7 Accumulated Other Comprehensive Loss
Changes in Accumulated other comprehensive loss by component, net of tax, for the three and six months ended OctoberJuly 31, 20222023 and 20212022 were as follows:
Foreign
Currency
Translation
Unamortized
Retirement
Costs
Interest
Rate Swaps
Total
Balance at July 31, 2022$(349,346)$(177,145)$3,202 $(523,289)
Other comprehensive (loss) income before reclassifications(36,148)7,089 5,804 (23,255)
Amounts reclassified from accumulated other comprehensive loss— 1,057 (499)558 
Total other comprehensive (loss) income(36,148)8,146 5,305 (22,697)
Balance at October 31, 2022$(385,494)$(168,999)$8,507 $(545,986)
    
Balance at April 30, 2022$(329,566)$(182,226)$3,646 $(508,146)
Other comprehensive (loss) income before reclassifications(55,928)11,068 5,067 (39,793)
Amounts reclassified from accumulated other comprehensive loss— 2,159 (206)1,953 
Total other comprehensive (loss) income(55,928)13,227 4,861 (37,840)
Balance at October 31, 2022$(385,494)$(168,999)$8,507 $(545,986)
Foreign
Currency
Translation
Unamortized
Retirement
Costs
Interest
Rate Swaps
Total
Balance at April 30, 2023$(326,346)$(206,806)$4,250 $(528,902)
Other comprehensive income (loss) before reclassifications11,174 (3,324)4,697 12,547 
Amounts reclassified from accumulated other comprehensive loss— 1,487 (2,177)(690)
Total other comprehensive income (loss)11,174 (1,837)2,520 11,857 
Balance at July 31, 2023$(315,172)$(208,643)$6,770 $(517,045)
Foreign
Currency
Translation
Unamortized
Retirement
Costs
Interest
Rate Swaps
Total
Balance at July 31, 2021$(263,878)$(226,557)$(4,165)$(494,600)
Balance at April 30, 2022Balance at April 30, 2022$(329,566)$(182,226)$3,646 $(508,146)
Other comprehensive (loss) income before reclassificationsOther comprehensive (loss) income before reclassifications(9,483)2,639 978 (5,866)Other comprehensive (loss) income before reclassifications(19,780)3,979 (737)(16,538)
Amounts reclassified from accumulated other comprehensive lossAmounts reclassified from accumulated other comprehensive loss— 1,426 831 2,257 Amounts reclassified from accumulated other comprehensive loss— 1,102 293 1,395 
Total other comprehensive (loss) incomeTotal other comprehensive (loss) income(9,483)4,065 1,809 (3,609)Total other comprehensive (loss) income(19,780)5,081 (444)(15,143)
Balance at October 31, 2021$(273,361)$(222,492)$(2,356)$(498,209)
    
Balance at April 30, 2021$(257,941)$(228,146)$(4,703)$(490,790)
Other comprehensive (loss) income before reclassifications(15,420)2,781 685 (11,954)
Amounts reclassified from accumulated other comprehensive loss— 2,873 1,662 4,535 
Total other comprehensive (loss) income(15,420)5,654 2,347 (7,419)
Balance at October 31, 2021$(273,361)$(222,492)$(2,356)$(498,209)
Balance at July 31, 2022Balance at July 31, 2022$(349,346)$(177,145)$3,202 $(523,289)
During the three and six months ended OctoberJuly 31, 2023 and 2022, pretax actuarial losses included in Unamortized Retirement Costs of approximately $1.4$2.0 million and $2.9 million, respectively, and in the three and six months ended October 31, 2021, of approximately $1.9 million and $3.7$1.5 million, respectively, were amortized from Accumulated other comprehensive loss and recognized as pension and post-retirement benefit expense primarily in Operating and administrative expenses and Other (expense) income, net on our Unaudited Condensed Consolidated Statements of Net Income.
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Loss.
Our policy for releasing the income tax effects from accumulated other comprehensive (loss) income is to release when the corresponding pretax accumulated other comprehensive (loss) income items are reclassified to earnings.
Note 8 Reconciliation of Weighted Average Shares Outstanding
A reconciliation of the shares used in the computation of earningsloss per share follows (shares in thousands):
Three Months Ended
October 31,
Six Months Ended
October 31,
2022202120222021
Weighted average shares outstanding55,62255,80655,67955,833
Shares used for basic earnings per share55,62255,80655,67955,833
Dilutive effect of unvested restricted stock units and other stock awards573582647644
Shares used for diluted earnings per share56,19556,38856,32656,477
Antidilutive options to purchase Class A common shares, restricted shares, warrants to purchase Class A common shares, and contingently issuable restricted stock which are excluded from the table above5231,0744911,006
Three Months Ended
July 31,
20232022
Weighted average shares outstanding55,27055,736
Shares used for basic loss per share55,27055,736
Dilutive effect of unvested restricted stock units and other stock awards
Shares used for diluted loss per share55,27055,736
Antidilutive options to purchase Class A common shares, restricted shares, and contingently issuable restricted stock which are excluded from the table above9991,211
In calculating diluted net loss per common share for the three months ended July 31, 2023 and 2022 our diluted weighted average number of common shares outstanding excludes the effect of unvested restricted stock units and other stock awards as the effect was anti-dilutive. This occurs when a net loss is reported and the effect of using dilutive shares is antidilutive.
The shares associated with performance-based stock awards ("PSUs")(PSU) are considered contingently issuable shares and will be included in the diluted weighted average number of common shares outstanding when they have met the performance conditions, and when their effect is dilutive.
We included contingently issuable shares using the treasury stock method for certain PSUs in the diluted weighted average number of common shares outstanding based on the number of contingently issuable shares that would be issued assuming the end of our reporting period was the end of the relevant PSU contingency period. The calculation of diluted weighted average shares outstanding related to these PSUs was nominal in the three and six months ended October 31, 2022. The calculation of diluted weighted average shares outstanding in the three and six months ended October 31, 2021 did not include contingently issuable shares related to these PSUs as the performance condition was not met.
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Note 9 Restructuring and Related Charges (Credits)

Fiscal Year 2023Global Restructuring Program

In May 2022, the Company initiated a global program (Global Restructuring Program) to restructure and align our cost base with current and anticipated future market conditions, (Fiscalwhich was previously referred to as the Fiscal Year 2023 Restructuring Program).Program. This program includes included severance related charges for the elimination of certain positions, the exit of certain leased office space, and the reduction of our occupancy at other facilities. WeUnder this program, we reduced are reducing our real estate square footage occupancy by approximately 22%.

In addition,the three months ended July 31, 2023, we expanded the scope of the program includes severance related charges forto include those actions that will focus Wiley on its leading global position in the eliminationdevelopment and application of certain positions.new knowledge and drive greater profitability, growth, and cash flow. We will focus on our strongest and most profitable businesses and large market opportunities in Research and Learning, as well as streamline our organization and rightsize our cost structure to reflect these portfolio actions. As part of the Global Restructuring Program, we are further reducing our real estate square footage occupancy by approximately 6% due to actions taken in the three months ended July 31, 2023.

The following tables summarize the pretax restructuring and related charges related to this program:the Global Restructuring Program:

Three Months Ended
October 31,
Six Months Ended
October 31,
Total Charges
Incurred to Date
Three Months Ended
July 31,
Total Charges
Incurred to Date
2022202220232022
Charges by Segment:Charges by Segment:Charges by Segment:
ResearchResearch$1,179 $1,260 $1,260 Research$1,947 $81 $4,360 
Academic & Professional Learning3,325 9,239 9,239 
Education Services504 1,334 1,334 
LearningLearning218 3,131 8,022 
Held for Sale or SoldHeld for Sale or Sold2,623 3,613 8,409 
Corporate ExpensesCorporate Expenses8,673 23,589 23,589 Corporate Expenses6,992 14,916 39,871 
Total Restructuring and Related ChargesTotal Restructuring and Related Charges$13,681 $35,422 $35,422 Total Restructuring and Related Charges$11,780 $21,741 $60,662 
Charges by Activity:Charges by Activity:Charges by Activity:
Severance and termination benefitsSeverance and termination benefits$5,467 $17,564 $17,564 Severance and termination benefits$5,944 $12,097 $31,771 
Impairment of operating lease ROU assets and property and equipmentImpairment of operating lease ROU assets and property and equipment6,590 12,696 12,696 Impairment of operating lease ROU assets and property and equipment1,575 6,106 14,271 
Acceleration of expense related to operating lease ROU assets and property and equipmentAcceleration of expense related to operating lease ROU assets and property and equipment 1,840 1,840 Acceleration of expense related to operating lease ROU assets and property and equipment364 1,840 2,504 
Facility related charges, netFacility related charges, net999 2,697 2,697 Facility related charges, net829 1,698 4,979 
Consulting costsConsulting costs430 430 430 Consulting costs1,823 — 4,108 
Other activitiesOther activities195 195 195 Other activities1,245 — 3,029 
Total Restructuring and Related ChargesTotal Restructuring and Related Charges$13,681 $35,422 $35,422 Total Restructuring and Related Charges$11,780 $21,741 $60,662 

We recorded an initial pretax restructuring chargeThe impairment charges of $20.0$1.6 million inand $6.1 million for the three months ended July 31, 2023 and 2022, related to this program, plus additional impairment and severance charges in the three months ended October 31, 2022 of $12.1 million, for a total of $32.1 million in the six months ended October 31, 2022. These restructuring charges primarily reflect the following charges:

Severance charges of $17.6 million for the elimination of certain positions,
Impairment charges of $12.7 million recorded in our corporate category, whichrespectively, included the impairment of operating lease ROU assets of $7.6$1.2 million and $2.9 million, respectively, related to certain leases that will be subleased, and the related property and equipment of $5.1$0.4 million and $3.2 million, respectively described further below,below. In the three months ended July 31, 2023, these charges were recorded in the Research segment and in the three months ended July 31, 2022, these charges were recorded in Corporate Expenses.

AccelerationThe acceleration of expense of $0.4 million and $1.8 million whichfor the three months ended July 31, 2023 and 2022, respectively, included the acceleration of rent expense associated with operating lease ROU assets of $0.3 million and $0.9 million, respectively, related to certain leases that will be abandoned or terminated, and the related depreciation and amortization of property and equipment of $0.1 million and $0.9 million.million, respectively.


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Due to the actions taken above, we tested the operating lease ROU assets and the related property and equipment for those being subleased for recoverability by comparing the carrying value of the asset group to an estimate of the future undiscounted cash flows expected to result from the use and eventual disposition of the asset group. Based on the results of the recoverability test, we determined that the undiscounted cash flows of the asset groups were below the carrying values. Therefore, there was an indication of impairment. We then determined the fair value of the asset groups by utilizing the present value of the estimated future cash flows attributable to the assets. The fair value of these operating lease ROU assets and the property and equipment immediately subsequent to the impairment was $12.1$0.9 million in the three months ended July 31, 2023, and was$2.4 million in the three months ended July 31, 2022, and were categorized as Level 3 within the FASB ASC Topic 820, “Fair Value Measurements” fair value hierarchy.


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In addition, we also incurred ongoing facility-related costs associated with certain properties that resulted in additional restructuring charges of $1.0$0.8 million and $2.7$1.7 million in the three and six months ended OctoberJuly 31, 2023 and 2022, respectively.

We also incurred consulting costs of $0.4$1.8 million in both the three and six months ended October 31, 2022, and other activities, which includes relocation and other charges, of $0.2$1.2 million in both the three and six months ended OctoberJuly 31, 2022.2023, respectively.

The following table summarizes the activity for the Fiscal Year 2023Global Restructuring Program liability for the sixthree months ended OctoberJuly 31, 2022:2023:

April 30, 2022
Charges
Payments
Foreign
Translation
& Other Adjustments
October 31, 2022April 30, 2023
Charges
Payments
Foreign
Translation
& Other Adjustments
July 31, 2023
Severance and termination benefitsSeverance and termination benefits$— $17,564 $(7,871)$(113)$9,580 Severance and termination benefits$4,572 $5,944 $(3,271)$24 $7,269 
Consulting costsConsulting costs— 430 (430)—  Consulting costs— 1,823 (1,425)— 398 
Other activitiesOther activities— 195 (29)— 166 Other activities1,245 (595)(1)658 
TotalTotal$— $18,189 $(8,330)$(113)$9,746 Total$4,581 $9,012 $(5,291)$23 $8,325 

TheApproximately $6.8 million of the restructuring liability for accrued severance and termination benefits is reflected in Accrued employment costs and approximately $0.5 million is reflected in Other long-term liabilities on our Unaudited Condensed Consolidated Statement of Financial Position. The liabilityliabilities for Consulting costs and Other activities isare reflected in Other accrued liabilities.
Business Optimization Program
Beginning in fiscal year 2020, we initiated a multiyear Business Optimization Program (the Business Optimization Program) to drive efficiency improvement and operating savings.
The following tables summarize the pretax restructuring charges (credits) related to this program:
Three Months Ended
October 31,
Six Months Ended
October 31,
Total Charges
Incurred to Date
2022202120222021
Charges (Credits) by Segment:
Research$ $22 $ $238 $3,882 
Academic & Professional Learning114 (465)(10)(294)13,240 
Education Services2 5 (28)4,318 
Corporate Expenses159 (896)980 (1,525)44,370 
Total Restructuring and Related Charges (Credits)$275 $(1,333)$975 $(1,609)$65,810 
Charges (Credits) by Activity:
Severance and termination benefits$127 $(1,956)$13 $(2,570)$35,132 
Impairment of operating lease ROU assets and property and equipment —  — 15,079 
Acceleration of expense related to operating lease ROU assets and property and equipment —  — 3,378 
Facility related charges, net148 623 962 961 10,481 
Other activities —  — 1,740 
Total Restructuring and Related Charges (Credits)$275 $(1,333)$975 $(1,609)$65,810 

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The credits in severance and termination benefits activities for the three and six months ended October 31, 2021, primarily reflects changes in the number of headcount reductions and estimates for previously accrued costs.
Facilities related charges, net include sublease income related to those operating leases we had identified in the year ended April 30, 2021 as part of our Business Optimization program that would be subleased.
The following table summarizes the activity for the Business Optimization Program liability for the six months ended October 31, 2022:
April 30, 2022Charges
Payments
Foreign
Translation
& Other Adjustments
October 31, 2022
Severance and termination benefits$2,079 $13 $(173)$(65)$1,854 
Total$2,079 $13 $(173)$(65)$1,854 
The restructuring liability for accrued severance and termination benefits is reflected in Accrued employment costsliabilities on our Unaudited Condensed Consolidated Statement of Financial Position as of October 31, 2022..

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Note 10 Segment Information
On June 1, 2023, Wiley’s Board of Directors approved a plan to divest certain businesses that we determined are non-core businesses. Those businesses are University Services, Wiley Edge, and CrossKnowledge. These dispositions are expected to be completed during fiscal year 2024. As a result, we reorganized our segments and our new structure consists of three reportable segments which includes Research (no change), Learning, and Held for Sale or Sold, as well as a Corporate expense category (no change). The operations of University Services, Wiley Edge, and CrossKnowledge are reported in the Held for Sale or Sold segment. Prior period segment results have been revised to the new segment presentation. There were no changes to our consolidated financial results.
Research is unchanged and includes the reporting lines of Research Publishing and Research Solutions;
Learning includes the Academic and Professional reporting lines and consists of publishing and related knowledge solutions;
Held for Sale or Sold includes businesses held-for-sale including University Services, Wiley Edge, and CrossKnowledge, as well as those sold in fiscal year 2024 which includes Tuition Manager, and in fiscal year 2023 Test Prep and Advancement Courses.

We report our segment information in accordance with the provisions of FASB Accounting Standards Codification (ASC)ASC Topic 280, “Segment Reporting”.Reporting.” These segments reflect the way our chief operating decision maker evaluates our business performance and manages the operations. The performance metric used by our chief operating decision maker to evaluate performance of our reportable segments is Adjusted Contribution to Profit. Our segment reporting structure consists of three reportable segments, which are listed below, as well as a Corporate category, which includes certain costs that are not allocated to the reportable segments:
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Academic & Professional Learning
Education Services
Segment information is as follows:
Three Months Ended
October 31,
Six Months Ended
October 31,
Three Months Ended
July 31,
202220212022202120232022
Revenue:
Revenue:
Revenue:
Research (1)
$271,359 $275,154 $546,272 $549,910 
Academic & Professional Learning152,641 176,529 285,600 315,793 
Education Services90,836 81,320 170,533 155,688 
ResearchResearch$257,804 $274,913 
LearningLearning109,320 119,647 
Held for Sale or SoldHeld for Sale or Sold83,889 93,009 
Total revenueTotal revenue$514,836 $533,003 $1,002,405 $1,021,391 Total revenue$451,013 $487,569 
      
Adjusted Contribution to Profit:Adjusted Contribution to Profit:    Adjusted Contribution to Profit:  
Research (1)
$74,458 $77,053 $143,562 $156,077 
Academic & Professional Learning33,850 40,606 35,225 48,929 
Education Services (2)
6,588 727 (5,154)(1,134)
ResearchResearch$53,527 $69,104 
LearningLearning7,626 3,741 
Held for Sale or SoldHeld for Sale or Sold3,084 (14,108)
Total adjusted contribution to profitTotal adjusted contribution to profit114,896 118,386 173,633 203,872 Total adjusted contribution to profit64,237 58,737 
Adjusted corporate contribution to profitAdjusted corporate contribution to profit(43,501)(45,831)(92,168)(90,625)Adjusted corporate contribution to profit(41,774)(48,667)
Less: Held for Sale or Sold Segment Adjusted Contribution to Profit (1)
Less: Held for Sale or Sold Segment Adjusted Contribution to Profit (1)
(3,084)14,108 
Total adjusted operating incomeTotal adjusted operating income$71,395 $72,555 $81,465 $113,247 Total adjusted operating income$19,379 $24,178 
      
Depreciation and Amortization:Depreciation and Amortization:    Depreciation and Amortization:  
Research (1)
$23,384 $23,464 $47,185 $47,226 
Academic & Professional Learning16,152 18,148 32,684 36,512 
Education Services (2)
8,975 8,813 22,765 17,116 
ResearchResearch$23,212 $23,801 
LearningLearning13,552 14,055 
Held for Sale or Sold (2)
Held for Sale or Sold (2)
3,437 16,267 
Total depreciation and amortizationTotal depreciation and amortization48,511 50,425 102,634 100,854 Total depreciation and amortization40,201 54,123 
Corporate depreciation and amortizationCorporate depreciation and amortization3,910 4,130 8,066 8,267 Corporate depreciation and amortization3,527 4,156 
Total depreciation and amortizationTotal depreciation and amortization$52,421 $54,555 $110,700 $109,121 Total depreciation and amortization$43,728 $58,279 
(1)The Research segment was previously referred to as Research Publishing & Platforms.Our Adjusted Operating Income excludes the impact of our Held for Sale or Sold Segment Adjusted Operating Income results.
(2)
In the three months ended July 31, 2023, we ceased to record depreciation and amortization of long-lived assets for these businesses as of the date the assets were classified as held-for-sale.

On January 1, 2020, Wiley acquired mthree, a talent placement provider that addresses the IT skills gap by finding, training, and placing job-ready technology talent in roles with leading corporations worldwide. Its results of operations are included in our Education ServicesHeld for Sale or Sold segment. In late May 2022, Wiley renamed the mthree talent development solution to Wiley Edge and discontinued use of the mthree trademark during the three months ended July 31, 2022. As a result of these actions, we determined that a revision of the useful life was warranted and the intangible asset was fully amortized over its remaining useful life resulting in accelerated amortization expense of $4.6 million in the three months ended July 31, 2022. This amortization expense was an adjustment to the Education ServicesHeld for Sale or Sold Adjusted contribution to profit. In addition, it was included in Depreciation and amortization in the table above for segment reporting.
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The following table shows a reconciliation of our consolidated US GAAP Operating IncomeLoss to Non-GAAP Adjusted Operating Income:
Three Months Ended
October 31,
Six Months Ended
October 31,
Three Months Ended
July 31,
202220212022202120232022
US GAAP Operating Income$57,439 $73,888 $40,474 $114,856 
US GAAP Operating LossUS GAAP Operating Loss$(16,355)$(16,965)
Adjustments:Adjustments:    Adjustments:  
Restructuring and related charges (credits) (1)
13,956 (1,333)36,397 (1,609)
Restructuring and related charges (1)
Restructuring and related charges (1)
12,123 22,441 
Impairment of goodwill (1)
Impairment of goodwill (1)
26,695 — 
Accelerated amortization of an intangible asset (2)
Accelerated amortization of an intangible asset (2)
— — 4,594 — 
Accelerated amortization of an intangible asset (2)
 4,594 
Held for Sale or Sold segment Adjusted Contribution to Profit (3)
Held for Sale or Sold segment Adjusted Contribution to Profit (3)
(3,084)14,108 
Non-GAAP Adjusted Operating IncomeNon-GAAP Adjusted Operating Income$71,395 $72,555 $81,465 $113,247 Non-GAAP Adjusted Operating Income$19,379 $24,178 
(1)See Note 9, “Restructuring and Related Charges (Credits)”Charges” and Note 12, “Goodwill and Intangible Assets” for these charges by segment.
(2)As described above, this accelerated amortization relates to the mthree trademark.
(3)Our Adjusted Operating Income excludes the impact of our Held for Sale or Sold segment Adjusted Operating Income results.
See Note 4, “Revenue Recognition, Contracts with Customers,” for revenue from contracts with customers disaggregated by segment and product type for the three and six months ended OctoberJuly 31, 20222023 and 2021.2022.
Note 11 Inventories
Inventories, net consisted of the following:
October 31, 2022April 30, 2022July 31, 2023April 30, 2023
Finished goodsFinished goods$30,245 $31,270 Finished goods$28,178 $29,339 
Work-in-processWork-in-process1,182 1,729 Work-in-process991 1,031 
Paper and other materialsPaper and other materials182 275 Paper and other materials300 248 
Total inventories before estimated sales returns and LIFO reserveTotal inventories before estimated sales returns and LIFO reserve$31,609 $33,274 Total inventories before estimated sales returns and LIFO reserve$29,469 $30,618 
Inventory value of estimated sales returnsInventory value of estimated sales returns7,347 7,820 Inventory value of estimated sales returns7,628 6,923 
LIFO reserveLIFO reserve(4,509)(4,509)LIFO reserve(6,808)(6,808)
Inventories, netInventories, net$34,447 $36,585 Inventories, net$30,289 $30,733 
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Note 12 Goodwill and Intangible Assets
Goodwill
The following table summarizes the activity in goodwill by segment as of OctoberJuly 31, 2022:2023:
April 30, 2022Foreign Translation AdjustmentOctober 31, 2022
Research (1)
$610,416 $(26,417)$583,999 
Academic & Professional Learning498,136 (6,322)491,814 
Education Services (2)
193,590 (1,091)192,499 
Total$1,302,142 $(33,830)$1,268,312 
April 30, 2023 (1)(2)
ImpairmentForeign Translation AdjustmentJuly 31, 2023
Research$609,729 $— $9,393 $619,122 
Learning486,025 — (2,648)483,377 
Total excluding Held for Sale or Sold segment1,095,754 — 6,745 1,102,499 
Held for Sale or Sold108,296 (26,695)339 81,940 
Total including Held for Sale or Sold segment$1,204,050 $(26,695)$7,084 $1,184,439 
(1)The Research segment was previously referred to as Research Publishing & Platforms.
(2)The Education ServicesHeld for Sale or Sold goodwill balance as of April 30, 20222023 includes a cumulative pretax noncash goodwill impairment of $110.0$209.8 million.
(2)In the three months ended July 31, 2023, we have reorganized our segments and due to this realignment have reallocated goodwill.

Change in Segment Reporting Structure and New Reporting Units

We have reorganized our segments. Our new segment reporting structure will consist of three reportable segments which includes Research (no changes), Learning, and Held for Sale or Sold, as well as a Corporate expense category (no change), which includes certain costs that are not allocated to the reportable segments. See Note 10, “Segment Information,” for more details. The Learning reportable segment includes two reporting units, Academic and Professional. The Held for Sale or Sold reportable segment includes three reporting units, University Services, Wiley Edge and CrossKnowledge. No changes were made to the Research reportable segment.

Due to this realignment, we have reallocated goodwill to our reporting units on a relative fair value basis.

As a result of this realignment, we are required to test goodwill for impairment immediately before and after the realignment. Since there were no changes to the Research reportable segment, no impairment test of the Research segment goodwill was required.

We estimated the fair value of the reporting units using a weighting of fair values derived from an income and a market approach. Under the income approach, we determined the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections are based on our best estimates of forecasted economic and market conditions over the period including growth rates, expected changes in operating cash flows and cash expenditures. The discount rate used is based on a weighted average cost of capital adjusted for the relevant risk associated with the characteristics of the business and the projected cash flows. The market approach estimates fair value based on market multiples of current and forward 12-month revenue or EBITDA, as applicable, derived from comparable publicly traded companies with similar operating and investment characteristics as the reporting unit.

Goodwill Impairment Before Realignment

Prior to the realignment, we concluded that the fair value of the Academic Publishing, Talent Development (which includes Wiley Edge) and Professional Learning reporting units were above their carrying values. Therefore, there was no indication of impairment. The carrying value of the University Services reporting unit was above its fair value which resulted in a pretax non-cash goodwill impairment of $11.4 million. Such impairment reduced the goodwill of the University Services reporting unit to zero. This charge is reflected in Impairment of goodwill in the Unaudited Condensed Consolidated Statements of Net Loss.

University Services was adversely impacted by market conditions and headwinds for online degree programs, which lead to a decline in projected enrollments from existing partners, pricing pressures and revenue share concessions, and a decline in new partner additions over both the short-term and long-term which adversely impacted forecasted revenue growth and operating cash flows.
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Prior to performing the goodwill impairment test for University Services, we also evaluated the recoverability of long-lived assets of the reporting unit. The carrying value of the long-lived assets that were tested for impairment was approximately $231.0 million. When indicators of impairment are present, we test definite lived and long-lived assets for recoverability by comparing the carrying value of an asset group to an estimate of the future undiscounted cash flows expected to result from the use and eventual disposition of the asset group. We considered the lower-than-expected revenue and forecasted operating cash flows over a sustained period of time, and downward revisions to our cash flow forecasts for this reporting unit to be indicators of impairment for their long-lived assets. Based on the results of the recoverability test, we determined that the undiscounted cash flows of the asset group of the University Services reporting unit exceeded the carrying value. Therefore, there was no impairment.

Goodwill Impairment After Realignment

After the realignment, we concluded that the fair value of the Academic, Professional, and Wiley Edge reporting units were above their carrying values. Therefore, there was no indication of impairment. As noted above, the goodwill of the University Services reporting unit was zero and no further testing of goodwill for impairment was required. The carrying value of the CrossKnowledge reporting unit was above its fair value which resulted in a pretax non-cash goodwill impairment of $15.3 million. This charge is reflected in Impairment of goodwill in the Unaudited Condensed Consolidated Statements of Net Loss.

CrossKnowledge was adversely impacted by a decline in the demand for its offerings, which have resulted in lower sales and a decline in average contract value, that adversely impacted forecasted revenue growth and operating cash flows.

Prior to performing the goodwill impairment test for CrossKnowledge, we also evaluated the recoverability of long-lived assets of the reporting unit. The carrying value of the long-lived assets that were tested for impairment was approximately $50.2 million. When indicators of impairment are present, we test definite lived and long-lived assets for recoverability by comparing the carrying value of an asset group to an estimate of the future undiscounted cash flows expected to result from the use and eventual disposition of the asset group. We considered the lower-than-expected revenue and forecasted operating cash flows over a sustained period of time, and downward revisions to our cash flow forecasts for this reporting unit to be indicators of impairment for their long-lived assets. Based on the results of the recoverability test, we determined that the undiscounted cash flows of the asset group of the CrossKnowledge reporting unit exceeded the carrying value. Therefore, there was no impairment.
Intangible Assets
Intangible assets, net were as follows:
October 31, 2022April 30, 2022 ⁽¹⁾July 31, 2023April 30, 2023 ⁽¹⁾
Intangible assets with definite lives, net:Intangible assets with definite lives, net:Intangible assets with definite lives, net:
Content and publishing rightsContent and publishing rights$462,238 $499,937 Content and publishing rights$457,827 $462,463 
Customer relationshipsCustomer relationships226,841 242,058 Customer relationships46,185 217,346 
Developed technologyDeveloped technology47,991 54,721 Developed technology24,625 45,500 
Brands and trademarks (2)
9,731 16,021 
Brands and trademarksBrands and trademarks6,513 7,281 
Covenants not to competeCovenants not to compete346 393 Covenants not to compete56 300 
Total intangible assets with definite lives, netTotal intangible assets with definite lives, net747,147 813,130 Total intangible assets with definite lives, net535,206 732,890 
Intangible assets with indefinite lives:Intangible assets with indefinite lives:  Intangible assets with indefinite lives:  
Brands and trademarksBrands and trademarks37,000 37,000 Brands and trademarks37,000 37,000 
Publishing rightsPublishing rights76,429 81,299 Publishing rights84,887 84,904 
Total intangible assets with indefinite livesTotal intangible assets with indefinite lives113,429 118,299 Total intangible assets with indefinite lives121,887 121,904 
Total intangible assets, netTotal intangible assets, net$860,576 $931,429 Total intangible assets, net$657,093 $854,794 
(1)The developed technology balance as of April 30, 20222023 is presented net of accumulated impairments and write-offs of $2.8 million. The indefinite-lived brands and trademarks balance as of April 30, 20222023 is net of accumulated impairments of $93.1 million.
(2)On January 1, 2020, Wiley acquired mthree, a talent placement provider that addresses the IT skills gap by finding, training, and placing job-ready technology talent in roles with leading corporations worldwide. Its results of operations are included in our Education Services segment. In late May 2022, Wiley renamed the mthree talent development solution to Wiley Edge and discontinued use of the mthree trademark during the three months ended July 31, 2022. As a result of these actions, we determined that a revision of the useful life was warranted and the intangible asset was fully amortized over its remaining useful life resulting in accelerated amortization expense of $4.6 million in the three months ended July 31, 2022.
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Note 13 Income Taxes

Our effective tax rate fluctuates based on, among other factors, where income is earned and the level of income relative to tax attributes. The effective tax rate for the three and six months ended OctoberJuly 31, 2022,2023, was 21.0% and 18.4%13.5%, respectively, compared with 20.7% and 39.1%23.7% for the three and six months ended OctoberJuly 31, 2021, respectively.2022.
The effective tax rate for the three months ended OctoberJuly 31, 2022,2023, was equal tolower than the US statutory rate after taking into accountprimarily due to the geographic miximpairment of earnings,goodwill resulting from the segment realignment described in Note 12, "Goodwill and Intangible Assets," as well as the held-for-sale impairment described in Note 3, "Acquisitions and Divestitures", which resulted in a deferred tax benefit, the impact of US state taxes, and aother discrete item relating to restricted stock compensation. items offset by the mix of non-US income.
The effective tax rate for the sixthree months ended OctoberJuly 31, 20222023, was lower than the US statutoryeffective tax rate for the three months ended July 31, 2022, primarily due to the same factors described above.
The rate forimpairment of goodwill resulting from the six months ended October 31, 2022, was lower than the rate for the six months ended October 31, 2021, primarily due to an increasesegment realignment described in the UK statutory rate announced during the first three months of fiscal 2022Note 12, "Goodwill and reflected in the effective tax rate for the six months ended October 31, 2021. The UK enacted legislation on June 10, 2021, that increased its statutory rate from 19% to 25% effective April 1, 2023, resultingIntangible Assets," results in a $20.7tax benefit of $2.7 million non-cash deferredand the held-for-sale and impairment described in Note 3, "Acquisitions and Divestitures" results in a tax expense.benefit of $10.7 million.
Each year we file many tax returns given the number of national, state, and local tax jurisdictions in which we operate. These tax returns are subject to examination and possible challenge by the tax authorities, and positions challenged by the tax authorities may be settled or appealed by us.authorities. As a result, there is an uncertainty in income taxes recognized in our financial statements in accordance with accounting for income taxes and accounting for uncertainty in income taxes. The ultimate resolution of such uncertainties however, is not expected to have a material impact on the results of our operations.
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Note 14 Retirement Plans
The components of net pension incomeexpense (income) for our defined benefit plans were as follows:
Three Months Ended
October 31,
Six Months Ended
October 31,
Three Months Ended
July 31,
202220212022202120232022
Service costService cost$192 $300 $392 $607 Service cost$134 $200 
Interest costInterest cost5,994 5,178 12,183 10,401 Interest cost6,947 6,189 
Expected return on plan assetsExpected return on plan assets(8,038)(10,142)(16,422)(20,401)Expected return on plan assets(7,491)(8,384)
Amortization of prior service costAmortization of prior service cost(24)(22)(47)(44)Amortization of prior service cost(23)(23)
Amortization of net actuarial lossAmortization of net actuarial loss1,467 1,877 2,991 3,774 Amortization of net actuarial loss2,026 1,524 
Net pension income$(409)$(2,809)$(903)$(5,663)
Net pension expense (income)Net pension expense (income)$1,593 $(494)
The service cost component of net pension incomeexpense (income) is reflected in Operating and administrative expenses on our Unaudited Condensed Consolidated Statements of Net Income.Loss. The other components of net pension incomeexpense (income) are reported separately from the service cost component and below Operating income.loss. Such amounts are reflected in Other (expense) income, net on our Unaudited Condensed Consolidated Statements of Net Income.Loss.
Employer defined benefit pension plan contributions were $3.5$4.1 million and $7.4$3.9 million for the three and six months ended OctoberJuly 31, 2022, respectively,2023 and $4.0 million and $8.5 million for the three and six months ended October 31, 2021,2022, respectively.
Defined Contribution Savings Plans
The expense for employer defined contribution savings plans was $6.8$7.7 million and $15.6$8.8 million for the three and six months ended OctoberJuly 31, 2022, respectively,2023 and $6.5 million and $15.6 million for the three and six months ended October 31, 2021,2022, respectively.
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Note 15 Debt and Available Credit Facilities
Our total debt outstanding consisted of the amounts set forth in the following table:
October 31, 2022April 30, 2022July 31, 2023April 30, 2023
Short-term portion of long-term debt (1)
Short-term portion of long-term debt (1)
$25,000 $18,750 
Short-term portion of long-term debt (1)
$5,000 $5,000 
Term loan A - Amended and Restated RCA (2)
191,925 204,343 
Revolving credit facility - Amended and Restated RCA786,758 563,934 
Term loan A - Amended and Restated CA (2)
Term loan A - Amended and Restated CA (2)
190,547 191,757 
Revolving credit facility - Amended and Restated CARevolving credit facility - Amended and Restated CA700,370 551,535 
Total long-term debt, less current portionTotal long-term debt, less current portion978,683 768,277 Total long-term debt, less current portion890,917 743,292 
Total debtTotal debt$1,003,683 $787,027 Total debt$895,917 $748,292 
(1)Relates to our term loan A under the Amended and Restated RCA.CA.
(2)Amounts are shown net of unamortized issuance costs of $0.3$0.7 million as of OctoberJuly 31, 20222023 and $0.3$0.7 million as of April 30, 2022.2023.

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Amended and Restated RCACA

On MayNovember 30, 2019,2022, we entered into a credit agreement that amendedthe second amendment to the Third Amended and restated our existing revolving credit agreement, which was then amended on December 22, 2021 as described belowRestated Credit Agreement (collectively, the Amended and Restated RCA)CA). The Amended and Restated RCA providesCA as of November 30, 2022 provided for senior unsecured credit facilities comprised of a (i) five-year revolving credit facility in an aggregate principal amount up to $1.25$1.115 billion, andwhich matures November 2027, (ii) a five-year term loan A facility consisting of $250 million.$200 million, which matures November 2027, and (iii) $185 million aggregate principal amount revolving credit facility through May 2024.

Under the terms of the Amended and Restated RCA,CA, which can be drawn in multiple currencies, we have the option of borrowing at the following floating interest rates:rates depending on the currency borrowed: (i) at a rate based on the London Interbank OfferedUS Secured Overnight Financing Rate (LIBOR)(SOFR), the Sterling Overnight Index Average Rate (SONIA) or a EURIBOR-based rate, each rate plus an applicable margin ranging from 0.98% to 1.50%, depending on our consolidated net leverage ratio, as defined, or (ii) at the lender’s base rate plus an applicable margin ranging from zero to 0.50%, depending on our consolidated net leverage ratio. With respect to SOFR loans, there is a SOFR adjustment of between 0.10% and 0.25% depending on the duration of the loan. The lender’s base rate is defined as the highest of (i) the US federal funds effective rate plus a 0.50% margin, (ii) the EurocurrencyDaily SOFR rate, as defined, plus a 1.00% margin, or (iii) the Bank of America prime lending rate. In addition, we pay a facility fee for the revolving credit facilityAmended and Restated CA ranging from 0.15% to 0.25% depending on our consolidated net leverage ratio. We also have the option to request an increase in the revolving credit facility by an amount not to exceed $500 million, in minimum increments of $50 million, subject to the approval of the lenders.
On December 22, 2021, we entered into the first amendment (the “First Amendment”) to the Amended and Restated RCA. The First Amendment, among other things, (i) changes the rate under the Amended and Restated RCA for borrowings denominated in Sterling from a LIBOR-based rate to a daily simple Sterling Overnight Index Average (SONIA) subject to certain adjustments specified in the Amended and Restated RCA, (ii) changes the rate under the Amended and Restated RCA for borrowings denominated in Euro from a LIBOR-based rate to a EURIBOR-based rate or a Euro Short Term Rate subject to certain adjustments specified in the Amended and Restated RCA, and (iii) updates certain other provisions regarding successor interest rates to LIBOR.
The Amended and Restated RCACA contains certain customary affirmative and negative covenants, including a financial covenant in the form of a consolidated net leverage ratio and consolidated interest coverage ratio, which we were in compliance with as of OctoberJuly 31, 2022.2023.
In the three months ended January 31, 2023, we incurred $4.5 million of costs related to the second amendment of the Amended and Restated CA which resulted in total costs capitalized of $5.8 million for the Amended and Restated CA. The amount related to the term loan A facility was $0.8 million, consisting of lender fees of $0.8 million recorded as a reduction to Long-term debt and non-lender fees of less than $0.1 million included in Other non-current assets on our Unaudited Condensed Consolidated Statement of Financial Position. The amount related to the revolving credit facility of which a portion matures in May 2024 and in November 2027 was $0.2 million and $4.8 million, respectively, all of which is included in Other non-current assets on our Unaudited Condensed Consolidated Statement of Financial Position.
We incurred a loss of $(0.2) million on the write-off of unamortized deferred costs in connection with the second amendment of the Amended and Restated CA which is reflected in Other income, net on our Unaudited Condensed Consolidated Statements of Net Loss for the three months ended January 31, 2023.


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The amortization expense of the costs incurred related to the Amended and Restated RCACA related to the lender and non-lender fees is recognized over thea five-year term of the Amendedfor credit commitments that mature in November 2027 and Restated RCA.an 18-month term for credit commitments that mature in May 2024. Total amortization expense was $0.3 million and $0.5$0.3 million for the three and six months ended OctoberJuly 31, 2023 and 2022, respectively and is included in Interest expense on our Unaudited Condensed Consolidated Statements of Net Income. Total amortization expense was $0.3 million and $0.5 million for the three and six months ended October 31, 2021, respectively and is included in Interest expense on our Unaudited Condensed Consolidated Statements of Net Income.Loss.

As of OctoberJuly 31, 2022,2023, we had approximately $464.2$600.6 million of unused borrowing capacity under our Amended and Restated RCACA and other facilities.

The weighted average interest rates on total debt outstanding during the three and six months ended OctoberJuly 31, 2023 and 2022 were 3.70%5.32% and 3.31%, respectively. The weighted average interest rates on total debt outstanding during the three and six months ended October 31, 2021 were 1.92% and 1.97%2.83%, respectively. As of OctoberJuly 31, 20222023 and April 30, 2022,2023, the weighted average interest rates for total debt were 3.99%5.48% and 2.55%4.76%, respectively.
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Note 16 Derivative Instruments and Hedging Activities
From time-to-time, we enter into forward exchange and interest rate swap contracts as a hedge against foreign currency asset and liability commitments, changes in interest rates and anticipated transaction exposures, including intercompany sales and purchases. All derivatives are recognized as assets or liabilities and measured at fair value. Derivatives that are not determined to be effective hedges are adjusted to fair value with a corresponding adjustment to earnings. We do not use financial instruments for trading or speculative purposes.
Interest Rate Contracts
As of OctoberJuly 31, 2022,2023, we had total debt outstanding of $1,003.7$895.9 million, net of unamortized issuance costs of $0.3$0.7 million of which $1,004.0$896.6 million are variable rate loans outstanding under the Amended and Restated RCA,CA, which approximated fair value.
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We had outstandingThe following table summarizes our interest rate swap agreements with combined notional amounts of $400.0 million and $500.0 million as of October 31, 2022 and April 30, 2022, respectively. These agreements were accounted forswaps designated as cash flow hedges which fixed a portion of the variable interest due on our Amended and Restated RCA.hedges:

Notional Amount
Hedged Item (1)
Date entered intoNature of SwapJuly 31, 2023April 30, 2023Fixed Interest RateVariable Interest Rate
Amended and Restated CAMarch 15, 2023Pay fixed/receive variable$50,000 $50,000 3.565 %1-month SOFR reset every month for a 3-year period ending April 15, 2026
Amended and Restated CAMarch 14, 2023Pay fixed/receive variable50,000 50,000 4.053 %1-month SOFR reset every month for a 3-year period ending March 15, 2026
Amended and Restated CAMarch 13, 2023Pay fixed/receive variable50,000 50,000 3.720 %1-month SOFR reset every month for a 3-year period ending March 15, 2026
Amended and Restated CADecember 13, 2022Pay fixed/receive variable50,000 50,000 3.772 %1-month SOFR reset every month for a 3-year period ending December 15, 2025
Amended and Restated CAJune 16, 2022Pay fixed/receive variable100,000 100,000 3.467 %1-month SOFR reset every month for a 2-year period ending May 15, 2024
Amended and Restated CAApril 6, 2022Pay fixed/receive variable100,000 100,000 2.588 %1-month SOFR reset every month for a 2-year period ending April 15, 2024
Amended and Restated CAApril 12, 2021Pay fixed/receive variable100,000 100,000 0.465 %1-month SOFR reset every month for a 3-year period ending April 15, 2024
$500,000 $500,000 
On June 24, 2019, we entered into a forward starting interest rate swap agreement which fixed a portion of the variable interest due on our Amended and Restated RCA. Under the terms of the agreement, which expired on July 15, 2022, we paid a fixed rate of 1.650% and received a variable rate of interest based on one-month LIBOR from the counterparty which was reset every month for a three-year period ending July 15, 2022. Prior to expiration, the notional amount of the interest rate swap was $100.0 million.
On August 7, 2019, we entered into a forward starting interest rate swap agreement which fixed a portion of the variable interest due on our Amended and Restated RCA. Under the terms of the agreement, which expired on August 15, 2022, we paid a fixed rate of 1.400% and received a variable rate of interest based on one-month LIBOR from the counterparty which was reset every month for a three-year period ending August 15, 2022. Prior to expiration, the notional amount of the interest rate swap was $100.0 million.

On June 16, 2022 we entered into a forward starting interest rate swap agreement, which fixed a portion of the variable interest due on our Amended and Restated RCA. Under the terms of the agreement, we pay a fixed rate of 3.500% and receive a variable rate of interest based on one-month LIBOR from the counterparty which is reset every month for a three-year period ending May 15, 2024. As of October 31, 2022, the notional amount of the interest rate swap was $100.0 million.
(1)On November 30, 2022, we entered into the Second Amendment to our Amended and Restated CA. Refer to Note 15, "Debt and Available Credit Facilities" for more information related to our Amended and Restated CA.
We record the fair value of our interest rate swaps on a recurring basis using Level 2 inputs of quoted prices for similar assets or liabilities in active markets. The fair value of the interest rate swaps as of OctoberJuly 31, 20222023 was a deferred gain of $12.6$10.6 million. Based on the maturity dates of the contracts, $1.3$7.2 million of the deferred gain as of OctoberJuly 31, 20222023 was recorded within Prepaid expenses and other current assets, and $11.3$3.4 million of the deferred gain was recorded within Other non-current assets.

The fair value of the interest rate swaps as of April 30, 20222023 was a deferred loss of $(0.2)$(0.6) million and a deferred gain of $5.8$7.8 million. Based on the maturity dates of the contracts, the entire deferred loss as of April 30, 20222023 was recorded within Other accruedlong-term liabilities, $0.9$6.4 million of the deferred gain was recorded within Prepaid expenses and other current assets, and $4.9$1.4 million was recorded within Other non-current assets.
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The pretax gains that were reclassified from Accumulated other comprehensive loss into Interest expense for the three and six months ended October 31, 2022 were $0.7 million and $0.3 million, respectively. The pretax (losses) that were reclassified from Accumulated other comprehensive loss into Interest expense for the three and six months ended OctoberJuly 31, 20212023 and 2022 were $(1.1)$2.9 million and $(2.2)$(0.4) million, respectively.
Foreign Currency Contracts
We may enter into forward exchange contracts to manage our exposure on certain foreign currency denominated assets and liabilities. The forward exchange contracts are marked to market through Foreign exchange transaction gains (losses)losses on our Unaudited Condensed Consolidated Statements of Net IncomeLoss and carried at fair value on our Unaudited Condensed Consolidated Statements of Financial Position. Foreign currency denominated assets and liabilities are remeasured at spot rates in effect on the balance sheet date, with the effects of changes in spot rates reported in Foreign exchange transaction gains (losses)losses on our Unaudited Condensed Consolidated Statements of Net Income.Loss.
As of OctoberJuly 31, 2022,2023, and April 30, 2022,2023, we did not maintain any open forward exchange contracts. In addition, we did not maintain any open forward contracts during the sixthree months ended OctoberJuly 31, 20222023 and 2021.2022.
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Note 17 Capital Stock and Changes in Capital Accounts
Share Repurchases
The following table summarizes the share repurchases of Class A and Class B Common Stock (shares in thousands):
Three Months Ended
October 31,
Six Months Ended
October 31,
Three Months Ended
July 31,
202220212022202120232022
Shares repurchased - Class AShares repurchased - Class A170 183 382 312 Shares repurchased - Class A301 212 
Shares repurchased - Class BShares repurchased - Class B —  Shares repurchased - Class B — 
Average Price - Class A and Class BAverage Price - Class A and Class B$44.24 $54.54 $45.84 $55.51 Average Price - Class A and Class B$33.25 $47.12 
Dividends
The following table summarizes the cash dividends paid during the sixthree months ended OctoberJuly 31, 2022:2023:
Date of Declaration by
Board of Directors
Quarterly Cash DividendTotal DividendClass of Common StockDividend Paid DateShareholders of
Record as of Date
June 22, 202226, 2023$0.34750.3500 per common share$19.4 millionClass A and Class BJuly 20, 20222023July 6, 2022
September 29, 2022$0.3475 per common share$19.3 millionClass A and Class BOctober 26, 2022October 11, 20222023

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Changes in Common Stock
The following is a summary of changes during the sixthree months ended OctoberJuly 31, in shares of our common stock and common stock in treasury (shares in thousands):
Changes in Common Stock A:Changes in Common Stock A:20222021Changes in Common Stock A:20232022
Number of shares, beginning of year70,22670,208
Common stock class conversions23
Number of shares issued, beginning of yearNumber of shares issued, beginning of year70,23170,226
Number of shares issued, end of periodNumber of shares issued, end of period70,22870,211Number of shares issued, end of period70,23170,226
Changes in Common Stock A in treasury:Changes in Common Stock A in treasury:Changes in Common Stock A in treasury:
Number of shares held, beginning of yearNumber of shares held, beginning of year23,51523,419Number of shares held, beginning of year23,98323,515
Purchases of treasury sharesPurchases of treasury shares382312Purchases of treasury shares301212
Restricted shares issued under stock-based compensation plans – non-PSU AwardsRestricted shares issued under stock-based compensation plans – non-PSU Awards(125)(129)Restricted shares issued under stock-based compensation plans – non-PSU Awards(128)(119)
Restricted shares issued under stock-based compensation plans – PSU AwardsRestricted shares issued under stock-based compensation plans – PSU Awards(150)(108)Restricted shares issued under stock-based compensation plans – PSU Awards(233)(149)
Shares issued under the Director Plan to Directors(3)(2)
Restricted shares issued from exercise of stock options(24)
Shares withheld for taxesShares withheld for taxes10093Shares withheld for taxes12698
Number of shares held, end of periodNumber of shares held, end of period23,71923,561Number of shares held, end of period24,04923,557
Number of Common Stock A outstanding, end of periodNumber of Common Stock A outstanding, end of period46,50946,650Number of Common Stock A outstanding, end of period46,18246,669
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Changes in Common Stock B:Changes in Common Stock B:20222021Changes in Common Stock B:20232022
Number of shares, beginning of year12,95612,974
Common stock class conversions(2)(3)
Number of shares issued, beginning of yearNumber of shares issued, beginning of year12,95112,956
Number of shares issued, end of periodNumber of shares issued, end of period12,95412,971Number of shares issued, end of period12,95112,956
Changes in Common Stock B in treasury:Changes in Common Stock B in treasury:Changes in Common Stock B in treasury:
Number of shares held, beginning of yearNumber of shares held, beginning of year3,9243,922Number of shares held, beginning of year3,9253,924
Purchase of treasury shares1
Number of shares held, end of periodNumber of shares held, end of period3,9243,923Number of shares held, end of period3,9253,924
Number of Common Stock B outstanding, end of periodNumber of Common Stock B outstanding, end of period9,0309,048Number of Common Stock B outstanding, end of period9,0269,032
Note 18 Commitments and Contingencies
Legal Proceedings
We are involved in routine litigation in the ordinary course of our business. A provision for litigation is accrued when information available to us indicates that it is probable a liability has been incurred and the amount of loss can be reasonably estimated. Significant judgment may be required to determine both the probability and estimates of loss. When the amount of the loss can only be estimated within a range, the most likely outcome within that range is accrued. If no amount within the range is a better estimate than any other amount, the minimum amount within the range is accrued. When uncertainties exist related to the probable outcome of litigation and/or the amount or range of loss, we do not record a liability, but disclose facts related to the nature of the contingency and possible losses if management considers the information to be material. Reserves for legal defense costs are recognized when incurred. The accruals for loss contingencies and legal costs are reviewed regularly and may be adjusted to reflect updated information on the status of litigation and advice of legal counsel. In the opinion of management, the ultimate resolution of all pending litigation as of OctoberJuly 31, 2022,2023, will not have a material effect on our consolidated financial condition or results of operations.
Non-Income Tax Matters
Note 19 Subsequent Events
Segment Realignment:
In the third quarter of fiscal year 2023,We conduct operations in many tax jurisdictions, and non-income-based taxes, such as sales, use, value-added, goods and services, and other taxes, are assessed on our operations in many jurisdictions. Although we are realigning our segments around our customersdiligent in collecting and remitting such taxes, there is uncertainty as to drive impactthe appropriate tax treatment of digital goods and improve efficiency. Our new segment reporting structureservices in many jurisdictions. No assessment has been made, and we have received no indication that an assessment will consist of three reportable segments which includes Research (no changes), Academic,be made, with respect to such taxes. Therefore, no provisions have been recorded for uncertainties in sales, use, value-added, goods and Talent, as well as a Corporate category.
The Academic segment will consist of Academic Publishing (which includes Education Publishing and Professional Publishing), and University Services (previously includedservices, or other indirect tax liabilities in the Education Services segment).
The Talent segment will consist of Talent Development, as well as Corporate Training and Corporate Learning, which were both previously includedaccompanying consolidated financial statements. Nonetheless, changes in law or interpretation may occur in the Academic & Professional Learning segment.
Amended and Restated Credit Agreement:
On November 30, 2022, Wiley entered into an amendment to its Amended and Restated RCA that provides for senior unsecured credit facilities comprisedfuture, which may have a material effect on the consolidated results of (i) five-year credit commitments with the principal amount of $1.315 billion, extended to a maturity date in November 2027, and (ii) $185 million in existing credit commitments to remain through the existing maturity date in May 2024. The agreement contains certain customary affirmative and negative covenants, including a financial covenantoperations or cash flows in the form ofperiod in which a consolidated net leverage ratio and consolidated interest coverage ratio. We incurred approximately $5 million of costs related to this agreement.

new determination is made.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information in our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read together with our Condensed Consolidated Financial Statements and related notes set forth in Item 1 of Part I of this Quarterly Report on Form 10-Q, our MD&A set forth in Item 7 of Part II of our 20222023 Form 10-K and our Consolidated Financial Statements and related notes set forth in Item 8 of Part II of our 20222023 Form 10-K. See Part II, Item 1A, “Risk Factors,” below and “Cautionary Notice Regarding Forward-Looking Statements “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995,” above, and the information referenced therein, for a description of risks that we face and important factors that we believe could cause actual results to differ materially from those in our forward-looking statements. All amounts and percentages are approximate due to rounding and all dollars are in thousands, except per share amounts or where otherwise noted. When we cross-reference to a “Note,” we are referring to our “Notes to Unaudited Condensed Consolidated Financial Statements,” unless the context indicates otherwise.
OVERVIEW

Wiley is a knowledge company and a global leader in scientific research, publishing, and career-connected education, unlocking human potential by enabling discovery, powering education,knowledge solutions. Dedicated to the creation and shaping workforces. For over 200 years,application of knowledge, Wiley has fueledserves the world’s knowledge ecosystem. Today, our high-impact content, platforms, and services help researchers, learners, institutions,innovators, and corporationsleaders, helping them achieve their goals in an ever-changing world.and solve the world's most important challenges. For more than two centuries, Wiley has been delivering on its timeless mission to unlock human potential. Wiley is a predominantly digital company with approximately 85%over 80% of Wiley's revenue for fiscal year 2023 generated by digital products and tech-enabled services, and 57%excluding the Held for Sale or Sold segment revenue. For fiscal year 2023, 50% of revenue excluding the Held for Sale or Sold segment revenue is recurring which includes revenue that is contractually obligated or set to recur with a high degree of certainty.
On June 1, 2023, Wiley’s Board of Directors approved a plan to divest certain businesses that we determined are non-core businesses. Those businesses are University Services, Wiley Edge, and CrossKnowledge. These dispositions are expected to be completed during fiscal year 2024. As a result, we reorganized our segments and our new structure consists of three reportable segments which includes Research (no change), Learning, and Held for the six months ended October 31, 2022.
We report financial information for the following segments,Sale or Sold, as well as a Corporate expense category which includes certain costs that(no change). The operations of University Services, Wiley Edge, and CrossKnowledge are not allocatedreported in the Held for Sale or Sold segment. Prior period segment results have been revised to the reportable segments:new segment presentation. There were no changes to our consolidated financial results.
Research(which was previously referred to as is unchanged and includes the reporting lines of Research Publishing & Platforms)and Research Solutions;
Learning includes the Academic &and Professional Learningreporting lines and consists of publishing and related knowledge solutions;
EducationHeld for Sale or Sold includes businesses held-for-sale including University Services,

Wiley Edge, and CrossKnowledge, as well as those sold in fiscal year 2024, which includes Tuition Manager, and in fiscal year 2023 Test Prep and Advancement Courses.
Through the Research segment, we provide peer-reviewed STMscientific, technical, and medical (STM) publishing, content platforms, and related services to academic, corporate, and government customers, academic societies, and individual researchers. The Academic & Professional Learning segment provides Education Publishingscientific, professional, and Professional Learning contenteducation print and digital books, digital courseware training, and learning services, to libraries, corporations, students, professionals, and corporations. The Education Services segment provides University Services (online program management or OPM services) for academic institutionsresearchers, as well as assessment services to businesses and Talent Development Services including placement and training for professionals and businesses.professionals.

Wiley’s business strategies are tightly aligned with acceleratingsolid growth trends, including ever-increasing global R&D spend leading to consistent growth in scientific research output, the transition to open research, career-connected education, and talent development. Researchthe increasing application of new knowledge into solutions to solve real world problems. These strategies include driving publishing output to meet the global demand for peer-reviewed research and expanding platform and service offerings for corporations and societies. EducationLearning strategies include expanding online degree programs and driving online enrollment for university partners, scaling high-value digital content, and courseware, and expanding IT talent placement and reskilling programs for corporate partners.assessments.
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RESULTS OF OPERATIONS – THREE MONTHS ENDED OCTOBERJULY 31, 20222023
SECONDFIRST QUARTER SUMMARY:SUMMARY
US GAAP Results: Consolidated Revenue of $514.8$451.0 million (-3%(-7%, compared with the prior year), Operating IncomeLoss of $57.4$16.4 million (-22%(4%, compared with the prior year), and Diluted EPSLoss per Share of $0.68 (-31%,$-1.67 (-$1.35, compared with the prior year). US GAAP results impacted by charges totaling $102.6 million, including non-cash goodwill impairment and impairment of held-for-sale assets and loss on the sale of a business
Adjusted Results at Constant Currency (at constant currency compared with the prior year)excluding Held for Sale or Sold segment results): ConsolidatedAdjusted Revenue of $514.8$367.1 million (+1%(-8%, compared with the prior year), Adjusted EBITDA of $123.8$59.7 million (-4%(-10%, compared with the prior year), and Adjusted EPS of $1.20 (-13%$0.27 (-37%, compared with the prior year).

FISCAL YEAR 2024 TRANSITION
Wiley recently realigned its organization to focus on its core strengths in research, academic, and professional publishing, improve profit and performance, and drive greater operating and capital efficiency.
FiscalIn June of 2023, Outlook:Wiley announced that it was divesting University Services, Wiley Edge, and CrossKnowledge. These businesses are currently reported in the Held for Sale or Sold segment.
Wiley is loweringrightsizing its cost structure to reflect smaller revenue outlook at constant currency due to consumer spendingbase and enrollment headwinds in Academic & Professional Learning. Reaffirms full year outlook for Adjusted EBITDA and Free Cash Flow; Adjusted EPS trending to lower end of range mainly due to rising interest expense.a more narrowly focused company.
32The benefits of these portfolio and restructuring actions are expected to be realized in fiscal year 2025 and fiscal year 2026.

INDEX
CONSOLIDATED RESULTS OF OPERATIONS
Revenue:
Revenue for the three months ended OctoberJuly 31, 2022,2023, decreased $18.2$36.6 million, or 3%7%, as compared with the prior year. On a constant currency basis, revenue increased 1%decreased 8% as compared with prior year including contributions from acquisitions.year. Excluding the contributionsrevenues from acquisitions, revenuethe Held for Sale or Sold segment, Adjusted Revenue decreased 1%8% on a constant currency basis.
Adjusted Revenue
Below is a reconciliation of our consolidated US GAAP Revenue to Non-GAAP Adjusted Revenue:
Three Months Ended
July 31,
20232022
US GAAP Revenue, net$451,013 $487,569 
Less: Held for Sale or Sold segment (1)
(83,889)(93,009)
Non-GAAP Adjusted Revenue, net$367,124 $394,560 
(1)Our Adjusted Revenue, net excludes the impact of our Held for Sale or Sold segment revenue.
See the “Segment Operating Results” below for additional details on each segment’s revenue and Adjusted EBITDA performance.
Cost of Sales:

Cost of sales for the three months ended OctoberJuly 31, 2022,2023, decreased $4.5$16.9 million, or 3%10%, as compared with the prior year. On a constant currency basis, cost of sales increased 4% asdecreased 10% compared with the prior year. This increase was primarily due to higherlower employee costs related to support the growthUniversity Services and Wiley Edge business and marketing costs for the University Services business, both in Talent Development Services within the Education ServicesHeld for Sale or Sold segment. Excluding the cost of sales from the Held for Sale or Sold segment, partially offset by lower royalty and print product costs in Academic & Professional Learning, andcost of sales decreased 5% on a decrease in student acquisition costs in Education Services.constant currency basis.

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Operating and Administrative Expenses:

Operating and administrative expenses for the three months ended OctoberJuly 31, 2022,2023, decreased $11.2$27.0 million, or 4%10%, as compared with the prior year. On a constant currency basis, operating and administrative expenses increased 1%decreased 10% as compared with the prior year primarily reflecting higher technologylower employee costs associated with recent restructuring actions. Excluding operating and traveladministrative expenses from the Held for Sale or Sold segment, operating and entertainment costs dueadministrative expenses decreased 8% on a constant currency basis.
Impairment of Goodwill:
We recorded an impairment of goodwill in the three months ended July 31, 2023 of $26.7 million. This charge is reflected in the Impairment of goodwill in the Condensed Consolidated Statements of Net Loss.

In accordance with applicable accounting standards, we were required to test goodwill for impairment immediately before and after our segment realignment. Prior to the resumptionrealignment, we concluded that the fair value of in-person activities.the University Services reporting unit within the former Academic segment was below its carrying value, which resulted in a pretax non-cash goodwill impairment of $11.4 million. University Services was adversely impacted by market conditions and headwinds for online degree programs, which lead to a decline in projected enrollments from existing partners, pricing pressures and revenue share concessions, and a decline in new partner additions over both the short-term and long-term which adversely impacted forecasted revenue growth and operating cash flows.

After the realignment, we concluded that the fair value of the CrossKnowledge reporting unit within the Held for Sale or Sold segment was below its carrying value, which resulted in a pretax non-cash goodwill impairment of $15.3 million. CrossKnowledge was adversely impacted by a decline in the demand for its offerings, which have resulted in lower sales and a decline in average contract value, that adversely impacted forecasted revenue growth and operating cash flows.

See Note 12, "Goodwill and Intangible Assets" for details on these charges.

Restructuring and Related Charges (Credits):Charges:

Fiscal Year 2023 Restructuring Program

In May 2022, the Company initiated a global program (Global Restructuring Program) to restructure and align our cost base with current and anticipated future market conditions.conditions, which was previously referred to as the Fiscal Year 2023 Restructuring Program. This program includes included severance related charges for the elimination of certain positions, the exit of certain leased office space, which began in the first quarter of fiscal year 2023 and the reduction of our occupancy at other facilities. We are reducing Under this program, we reduced our real estate square footage occupancy by approximately 22%. In addition, the program includes severance related charges for the elimination of certain positions. We anticipate $29 million in savings from actions starting in fiscal year 2023.

ForIn the three months ended OctoberJuly 31, 2022,2023, we recorded pretax restructuring chargesexpanded the scope of $13.7 million relatedthe program to this program. This restructuring charge primarily reflects the following charges:
Severance charges of $5.5 million for the elimination of certain positions,
Impairment charges of $6.6 million, which included the impairment of operating lease ROU assets of $4.7 million related to a certain leaseinclude those actions that will be subleased,focus Wiley on its leading global position in the development and application of new knowledge and drive greater profitability, growth, and cash flow. We will focus on our strongest and most profitable businesses and large market opportunities in Research and Learning, as well as streamline our organization and rightsize our cost structure to reflect these portfolio actions. As part of the related technology, property and equipment of $1.9 million,
Global RestructuringConsulting and other costs of $0.6 million; and
Program, we are further reducing Ongoing facility-related costs with previously vacated properties that resultedour real estate square footage occupancy by approximately 6% due to actions taken in additional restructuring charges of $1.0 million.the three months ended July 31, 2023.

Excluding actions related to the Held for Sale or Sold segment, we anticipate $10 million of in-year savings from actions taken in the first quarter. These actions are anticipated to yield annualized cost savings estimatedof approximately $12 million, excluding the actions related to be approximately $50 million. the Held for Sale or Sold segment.

For the three months ended July 31, 2023 and 2022, we recorded pretax restructuring charges of $11.8 million and $21.7 million, respectively, related to this program.

We anticipate ongoing severance related charges and facility-related costs associated with certain properties to result in additional restructuring charges in future periods.

These charges are reflected in Restructuring and related charges (credits) on our Unaudited Condensed Consolidated Statements of Net Income.Loss. See Note 9, “Restructuring and Related Charges (Credits)”Charges” for more details on thesethe Global Restructuring Program charges.

Business Optimization Program

For the three months ended October 31, 2022 and 2021, we recorded pretax restructuring charges of $0.3 million and credits of $1.3 million, respectively, related to this program. We anticipated $10 million in run rate savings from actions starting in fiscal 2022. These charges and credits are reflected in Restructuring and related charges (credits) on our Unaudited Condensed Consolidated Statements of Net Income. See Note 9, “Restructuring and Related Charges (Credits)” for more details on these charges and credits.

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For the impact of our restructuring programsprogram on diluted earningsloss per share, see the section below, “Diluted Earnings Loss per Share (EPS).”
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Amortization of Intangible Assets:

Amortization of intangible assets was $20.1$15.6 million for the three months ended OctoberJuly 31, 2022,2023, a decrease of $1.4$9.7 million, or 6%38%, as compared with the prior year. On a constant currency basis, amortization of intangible assets decreased 2%39% as compared with the prior year primarily due to the prior year period including $4.6 million due to the acceleration of expense related to the discontinued use of the mthree trademark and, to a lesser extent, the cessation of amortization for held-for-sale assets and, the completion of amortization of certain acquired intangible assets, partially offset by the amortization of intangible assets related to the acquisitions completed in fiscal year 2022.assets. See Note 3, “Acquisitions”“Acquisitions and Divestitures” for more details on these acquisitions.held-for-sale assets.
Operating Income,Loss, Adjusted Operating Income (OI) and Adjusted EBITDA:
Operating incomeOur operating loss was $16.4 million for the three months ended OctoberJuly 31, 2022,2023, decreased $16.4 million, or 22%, as compared with the prior year. On a constant currency basis, operating income decreased 27% as compared with the prior year loss of $17.0 million. The decrease was primarily due to an increasea decrease in restructuring chargesoperating and administrative expenses, lower costs of sales and, to a lesser extent, an increasea decrease in costrestructuring charges and the amortization of sales and operating and administrative expenses, partiallyintangible assets as described above, mostly offset by highera decrease in revenue as described above.

and the impairment of goodwill in the three months ended July 31, 2023.
Adjusted OI and Adjusted EBITDA on a constant currency basis and excluding restructuring charges, (credits),impairment of goodwill, the accelerated amortization of an intangible asset, and the adjusted contribution to profit for the Held for Sale or Sold segment decreased 6%21% and 4%10%, respectively, as compared with the prior year. The decrease in Adjusted OI and Adjusted EBITDA was primarily due to an increaselower revenues, partially offset by a decrease in cost of sales, and operating and administrative expenses, partially offset by higher revenues as described above.expenses.
Adjusted OIOperating Income (OI)
Below is a reconciliation of our consolidated US GAAP Operating IncomeLoss to Non-GAAP Adjusted OI:
Three Months Ended
October 31,
20222021
US GAAP Operating Income$57,439 $73,888 
Adjustments:
Restructuring and related charges (credits)$13,956 $(1,333)
Non-GAAP Adjusted OI$71,395 $72,555 
Adjusted EBITDA
Below is a reconciliation of our consolidated US GAAP Net Income to Non-GAAP EBITDA and Adjusted EBITDA:
Three Months Ended
October 31,
20222021
Net Income$38,193 $55,967 
Interest expense9,332 4,997 
Provision for income taxes10,137 14,648 
Depreciation and amortization52,421 54,555 
Non-GAAP EBITDA110,083 130,167 
Restructuring and related charges (credits)13,956 (1,333)
Foreign exchange transaction (gains) losses(478)1,370 
Loss on sale of certain assets 56 
Other expense (income), net255 (3,150)
Non-GAAP Adjusted EBITDA$123,816 $127,110 
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Interest Expense:
Interest expense for the three months ended October 31, 2022, was $9.3 million compared with the prior year of $5.0 million. This increase was primarily due to a higher weighted average effective interest rate.
Foreign Exchange Transaction Gains (Losses):

Foreign exchange transaction gains were $0.5 million for the three months ended October 31, 2022, and were primarily due to gains on our foreign currency denominated third party accounts receivable and payable balances, partially offset by losses on our intercompany accounts receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar.
Foreign exchange transaction losses were $(1.4) million for the three months ended October 31, 2021, and were primarily due to losses on our foreign currency denominated third-party and intercompany accounts receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar.
Provision for Income Taxes:
Below is a reconciliation of our US GAAP Income Before Taxes to Non-GAAP Adjusted Income Before Taxes:
Three Months Ended
October 31,
20222021
US GAAP Income Before Taxes$48,330 $70,615 
Pretax Impact of Adjustments:
Restructuring and related charges (credits)13,956 (1,333)
Foreign exchange losses on intercompany transactions2,654 567 
Amortization of acquired intangible assets21,185 22,608 
Loss on sale of certain assets 56 
Non-GAAP Adjusted Income Before Taxes$86,125 $92,513 
Below is a reconciliation of our US GAAP Income Tax Provision to Non-GAAP Adjusted Income Tax Provision, including our US GAAP Effective Tax Rate and our Non-GAAP Adjusted Effective Tax Rate:
Three Months Ended
October 31,
20222021
US GAAP Income Tax Provision$10,137$14,648
Income Tax Impact of Adjustments (1):
Restructuring and related charges (credits)3,422(277)
Foreign exchange losses on intercompany transactions694120
Amortization of acquired intangible assets4,3885,420
Loss on sale of certain assets14
Non-GAAP Adjusted Income Tax Provision$18,641$19,925
US GAAP Effective Tax Rate21.0 %20.7 %
Non-GAAP Adjusted Effective Tax Rate21.6 %21.5 %
Three Months Ended
July 31,
20232022
US GAAP Operating Loss$(16,355)$(16,965)
Adjustments:
Restructuring and related charges12,123 22,441 
Impairment of goodwill26,695 — 
Accelerated amortization of an intangible asset (1)
 4,594 
Held for Sale or Sold segment adjusted contribution to profit (2)
(3,084)14,108 
Non-GAAP Adjusted OI$19,379 $24,178 
(1)For the three months ended October 31, 2022 and 2021, substantially all of the tax impact was from deferred taxes.

35

INDEX
Our effective tax rate fluctuates based on, among other factors, where income is earned and the level of income relative to tax attributes. The US GAAP Effective Tax Rate for the three months ended October 31, 2022, was 21.0% compared to 20.7% for the three months ended October 31, 2021. The US GAAP Effective Tax Rate for the three months ended October 31, 2022, was equal to the US statutory rate after taking into account the geographic mix of earnings, the impact of US state taxes, and a discrete item relating to restricted stock compensation.

Excluding the tax impact of restructuring and other adjustments noted in the table above, the Non-GAAP Adjusted Effective Tax Rate was 21.6% for the three months ended October 31, 2022, compared to 21.5% for the three months ended October 31, 2021. The increase in the Non-GAAP Adjusted Effective Tax Rate for the three months ended October 31, 2022, compared with the prior year is primarily due to the geographic mix of earnings, and the impact of US state taxes.
Diluted Earnings per Share (EPS):
EPS for the three months ended October 31, 2022, was $0.68 per share compared with $0.99 per share for the three months ended October 31, 2021. This decrease was due to lower operating income as described above and, to a lesser extent, higher interest expense, and lower pension income in the three months ended October 31, 2022.
Below is a reconciliation of our US GAAP EPS to Non-GAAP Adjusted EPS. The amount of the pretax, and the related income tax impact for the adjustments included in the table below, are presented in the section above, “Provision for Income Taxes”.
Three Months Ended
October 31,
20222021
US GAAP EPS$0.68 $0.99 
Adjustments:
Restructuring and related charges (credits)0.19 (0.02)
Foreign exchange losses on intercompany transactions0.03 0.01 
Amortization of acquired intangible assets0.30 0.31 
Non-GAAP Adjusted EPS$1.20 $1.29 
On a constant currency basis, Adjusted EPS decreased 13% primarily due to a decrease in Adjusted OI, higher interest expense and, to a lesser extent, lower pension income, partially offset by lower Adjusted income tax provision.
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INDEX
SEGMENT OPERATING RESULTS
Three Months Ended
October 31,
% Change
Favorable
(Unfavorable)
Constant Currency
% Change
Favorable
(Unfavorable)
RESEARCH:20222021
Revenue:
Research Publishing (1)
$232,641$238,853(3)%%
Research Solutions (1)
38,71836,301%11 %
Total Research Revenue271,359275,154(1)%%
Cost of Sales71,03373,700%(5)%
Operating Expenses114,252112,729(1)%(8)%
Amortization of Intangible Assets11,61611,672— %(6)%
Restructuring Charges (see Note 9)1,17922##
Contribution to Profit73,27977,031(5)%(8)%
Restructuring Charges (see Note 9)1,17922##
Adjusted Contribution to Profit74,45877,053(3)%(7)%
Depreciation and amortization23,38423,464— %(4)%
Adjusted EBITDA$97,842$100,517(3)%(4)%
Adjusted EBITDA Margin36.1%36.5%  
# Not meaningful
(1)As previously announced in May 2022, our revenue by product type previously referred to as Research Platforms was changed to Research Solutions. Research Solutions includes infrastructure and publishing services that help societies and corporations thrive in a complex knowledge ecosystem. In addition to Platforms (Atypon), certain product offerings such as corporate sales which included the recent acquisitions of Madgex Holdings Limited (Madgex), and Bio-Rad Laboratories Inc.’s Informatics products (Informatics) that were previously included in Research Publishing moved to Research Solutions to align with our strategic focus. Research Solutions also includes product offerings related to certain recent acquisitions such as J&J, and EJP. Prior period results have been revised to the new presentation. There were no changes to the total Research segment or our consolidated financial results. The revenue reclassified was $24.0 million for the three months ended October 31, 2021, $93.3 million for the year ended April 30, 2022, and $80.3 million for the year ended April 30, 2021.
Revenue:

Research revenue for the three months ended October 31, 2022, decreased $3.8 million, or 1%, as compared with the prior year on a reported basis. On a constant currency basis, revenue increased 3% as compared with the prior year. Excluding revenue from acquisitions, organic revenue increased 2% on a constant currency basis. This increase was primarily due to an increase in open access publishing. Open Access article output growth was approximately 34% for the three months ended October 31, 2022, as compared with the prior year.
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Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA decreased 4% as compared with the prior year. This decrease was primarily due to investments to optimize and scale publishing and solutions and, to a lesser extent, higher travel and entertainment costs due to the resumption of in-person activities, partially offset by an increase in revenue.
Three Months Ended
October 31,
% Change
Favorable
(Unfavorable)
Constant Currency
% Change
Favorable
(Unfavorable)
ACADEMIC & PROFESSIONAL LEARNING:20222021
Revenue:
Education Publishing$86,200$98,581(13)%(10)%
Professional Learning66,44177,948(15)%(11)%
Total Academic & Professional Learning152,641176,529(14)%(10)%
Cost of Sales38,30245,84216 %13 %
Operating Expenses77,89286,47310 %%
Amortization of Intangible Assets2,5973,60828 %26 %
Restructuring Charges (Credits) (see Note 9)3,439(465)##
Contribution to Profit30,41141,071(26)%(24)%
Restructuring Charges (Credits) (see Note 9)3,439(465)##
Adjusted Contribution to Profit33,85040,606(17)%(15)%
Depreciation and amortization16,15218,14811 %%
Adjusted EBITDA$50,002$58,754(15)%(12)%
Adjusted EBITDA Margin32.8%33.3%
# Not meaningful
Revenue:

Academic & Professional Learning revenue decreased $23.9 million, or 14%, as compared with the prior year on a reported basis. On a constant currency basis, revenue decreased 10% as compared with the prior year. Education Publishing revenues decreased primarily due to a decrease in print textbooks, partially offset by an increase in courseware and digital content. Professional Learning revenues decreased primarily due to a decline in print and digital professional publishing due to a pullback in consumer spending, partially offset by an increase in corporate training.
Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA decreased 12% as compared with the prior year. This decrease was primarily due to the decline in revenue, partially offset by lower expenses as a result of restructuring efforts and the timing of certain expenses.
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Three Months Ended
October 31,
% Change
Favorable
(Unfavorable)
Constant Currency
% Change
Favorable
(Unfavorable)
EDUCATION SERVICES:20222021
Revenue:
University Services (1)
$57,759$58,630(1)%(1)%
Talent Development Services (1)
33,07722,69046 %61 %
Total Education Services Revenue90,83681,32012 %17 %
Cost of Sales60,96755,241(10)%(15)%
Operating Expenses17,38419,157%%
Amortization of Intangible Assets5,8976,195%%
Restructuring Charges (see Note 9)5066##
Contribution to Profit6,082721##
Restructuring Charges (see Note 9)5066##
Adjusted Contribution to Profit6,588727##
Depreciation and amortization8,9758,813(2)%(3)%
Adjusted EBITDA$15,563$9,54063 %69 %
Adjusted EBITDA Margin17.1%11.7%
# Not meaningful
(1)
In May 2022, we moved the WileyNXT product offering from Talent Development Services to University Services and the prior period results have been included in University Services. The revenue reclassified was $0.5 million for the three months ended October 31, 2021. There were no changes to the total Education Services segment or our total consolidated financial results.
Revenue:

Education Services revenue increased $9.5 million, or 12%, as compared with the prior year on a reported basis. On a constant currency basis, revenue increased 17% as compared with the prior year. Excluding revenue from acquisitions, organic revenue increased 13% on a constant currency basis. This was primarily due to increased revenues from placements in Talent Development Services, partially offset by a decrease in University Services primarily driven by lower student enrollments. For the three months ended October 31, 2022, we delivered approximately 63% growth in talent placements in Talent Development Services. For the three months ended October 31, 2022, University Services experienced a 5% decrease in online enrollment.
Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA increased 69% as compared with the prior year. This was primarily a result of revenue flow-through in Talent Development, and to a lesser extent the timing of expenses in University Services, partially offset by higher employee costs to support growth in Talent Development Services.
Education Services Partners and Programs:
As of October 31, 2022, Wiley had 69 university partners under contract, compared to 65 as of October 31, 2021.
CORPORATE EXPENSES:

Corporate expenses for the three months ended October 31, 2022, increased $7.4 million, or 16%, as compared with the prior year. On a constant currency basis and excluding restructuring charges (credits), these expenses were flat as compared with the prior year. This was primarily due to higher employee costs, offset by the timing of certain expenses.
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RESULTS OF OPERATIONS – SIX MONTHS ENDED OCTOBER 31, 2022
SIX MONTHS SUMMARY:
US GAAP Results: Consolidated Revenue of $1,002.4 million (-2%, compared with the prior year), Operating Income of $40.5 million (-65%, compared with the prior year), diluted EPS of $0.36 (-71%, compared with the prior year)
Adjusted Results (at constant currency and excluding restructuring charges (credits) compared with the prior year): Consolidated Revenue of $1,002.4 million (+2%, compared with the prior year), Adjusted EBITDA of $187.6 million (-17%, compared with the prior year), and Adjusted EPS of $1.56 (-32%, compared with the prior year)
CONSOLIDATED RESULTS OF OPERATIONS
Revenue:
Revenue for the six months ended October 31, 2022, decreased $19.0 million, or 2%, as compared with the prior year. On a constant currency basis, revenue increased 2% as compared with the prior year including contributions from acquisitions. Excluding the contributions from acquisitions, organic revenue increased 1% on a constant currency basis.
See the “Segment Operating Results” below for additional details on each segment’s revenue and Adjusted EBITDA performance.
Cost of Sales:

Cost of sales for the six months ended October 31, 2022, increased $3.6 million, or 1%, as compared with the prior year. On a constant currency basis, cost of sales increased 7% as compared with the prior year. This increase was primarily due to higher employee costs to support the growth in Talent Development Services within the Education Services segment.
Operating and Administrative Expenses:

Operating and administrative expenses for the six months ended October 31, 2022, increased $11.0 million, or 2%, as compared with the prior year. On a constant currency basis, operating and administrative expenses increased 7% as compared with the prior year primarily reflecting higher employment costs, notably in technology to support growth initiatives, and in editorial due to additional resources to support investments in growth. Additionally, travel and entertainment costs increased due to the resumption of in-person activities, and to a lesser extent, technology costs.
Restructuring and Related Charges (Credits):

Fiscal Year 2023 Restructuring Program

We recorded an initial pretax restructuring charge of $20.0 million in the three months ended July 31, 2022 related to this program, plus additional impairment and severance charges in the three months ended October 31, 2022 of $12.1 million, for a total of $32.1 million for the six months ended October 31, 2022. These restructuring charges primarily reflect the following charges:

Severance charges of $17.6 million for the elimination of certain positions,
Impairment charges of $12.7 million, which included the impairment of operating lease ROU assets of $7.6 million related to certain leases that will be subleased, and the related property and equipment of $5.1 million described further below, and
Acceleration of expense of $1.8 million, which included the acceleration of rent expense associated with operating lease ROU assets of $0.9 million related to certain leases that will be abandoned or terminated and the related depreciation and amortization of property and equipment of $0.9 million.

In addition, we also incurred ongoing facility-related costs associated with certain properties that resulted in additional restructuring charges of $2.7 million in the six months ended October 31, 2022. We also incurred consulting costs of $0.4 million, and other activities of $0.2 million in the six months ended October 31, 2022.

See Note 9, “Restructuring and Related Charges (Credits)” for more details on these charges.

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Business Optimization Program

For the six months ended October 31, 2022 and 2021, we recorded pretax restructuring charges of $1.0 million and credits of $1.6 million, respectively, related to this program. These charges and credits are reflected in Restructuring and related charges (credits) on our Unaudited Condensed Consolidated Statements of Net Income. See Note 9, “Restructuring and Related Charges (Credits)” for more details on these charges and credits.

For the impact of our restructuring programs on diluted earnings per share, see the section below, “Diluted Earnings per Share (EPS).”
Amortization of Intangible Assets:

Amortization of intangible assets was $45.4 million for the six months ended October 31, 2022, an increase of $2.8 million, or 7%, as compared with the prior year. On a constant currency basis, amortization of intangible assets increased 10% as compared with the prior year primarily due to the acceleration of expense of $4.6 million related to the discontinued use of the mthree trademark and, to a lesser extent, other acquisitions completed in fiscal year 2022. These were partially offset by the completion of amortization of certain acquired intangible assets. See Note 3, “Acquisitions” for more details on these acquisitions.

In January 1, 2020, Wiley acquired mthree, a talent placement provider that addresses the IT skills gap by finding, training, and placing job-ready technology talent in roles with leading corporations worldwide. Its results of operations are included in our Education Services segment. In late May 2022, Wiley renamed the mthree talent development solution to Wiley Edge and discontinued use of the mthree trademark during the three months ended July 31, 2022. As a result of these actions, we determined that a revision of the useful life was warranted and the intangible asset was fully amortized over its remaining useful life resulting in accelerated amortization expense of $4.6 million in the three months ended July 31, 2022.
Operating Income, Adjusted Operating Income (OI) and Adjusted EBITDA:

Operating income for the six months ended October 31, 2022, decreased $74.4 million, or 65%, as compared with prior year. On a constant currency basis, operating income decreased 70% as compared with prior year. The decrease was primarily due to restructuring charges in the six months ended October 31, 2022, an increase in operating and administrative expenses, and cost of sales as described above, partially offset by higher revenue.

Adjusted OI on a constant currency basis and excluding restructuring charges (credits) and the accelerated amortization of an intangible asset, decreased 33% as compared with the prior year primarily due to an increase in operating and administrative expenses, and cost of sales, partially offset by higher revenues as described above.

Adjusted EBITDA on a constant currency basis and excluding restructuring charges (credits), decreased 17% as compared with the prior year primarily due to a decrease in Adjusted OI.
Adjusted OI
Below is a reconciliation of our consolidated US GAAP Operating Income to Non-GAAP Adjusted OI:
Six Months Ended
October 31,
20222021
US GAAP Operating Income$40,474 $114,856 
Adjustments:
Restructuring and related charges (credits)36,397 (1,609)
       Accelerated amortization of an intangible asset (1)
4,594 — 
Non-GAAP Adjusted OI$81,465 $113,247 
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(1)As described above, we determined that a revision of the useful life of the mthree trademark was warranted and the intangible asset was fully amortized over its remaining useful life resulting in accelerated amortization expense of $4.6 million in the three months ended July 31, 2022.
(2)Our Adjusted OI excludes the impact of our Held for Sale or Sold segment adjusted contribution to profit.
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INDEX
Adjusted EBITDA
Below is a reconciliation of our consolidated US GAAP Net IncomeLoss to Non-GAAP EBITDA and Adjusted EBITDA:
Six Months Ended
October 31,
20222021
Net Income$20,358 $69,797 
Interest expense15,664 9,636 
Provision for income taxes4,585 44,820 
Depreciation and amortization110,700 109,121 
Non-GAAP EBITDA151,307 233,374 
Restructuring and related charges (credits)36,397 (1,609)
Foreign exchange transaction losses138 1,000 
Gain on sale of certain assets (3,694)
Other income, net(271)(6,703)
Non-GAAP Adjusted EBITDA$187,571 $222,368 
Three Months Ended
July 31,
20232022
Net Loss$(92,264)$(17,835)
Interest expense11,334 6,332 
Benefit for income taxes(14,459)(5,552)
Depreciation and amortization43,728 58,279 
Non-GAAP EBITDA(51,661)41,224 
Impairment of goodwill26,695 — 
Restructuring and related charges12,123 22,441 
Foreign exchange losses, including the write off of certain cumulative translation adjustments1,620 616 
Impairment charge related to assets held-for-sale and loss on sale of a business75,929 — 
Other expense (income), net1,485 (526)
Held for Sale or Sold segment Adjusted EBITDA (1)
(6,521)2,435 
Non-GAAP Adjusted EBITDA$59,670 $66,190 
(1)Our Non-GAAP Adjusted EBITDA excludes the Held for Sale or Sold segment Non-GAAP Adjusted EBITDA.
Interest Expense:

Interest expense was $15.7 million for the sixthree months ended OctoberJuly 31, 2022,2023, was $11.3 million compared with the prior year of $9.6$6.3 million. This increase was primarily due to a higher weighted average effective interest rate.
Foreign Exchange Transaction Losses:

Foreign exchange transaction losses were $0.1of $1.6 million for the sixthree months ended OctoberJuly 31, 2022,2023 and were primarily due to losses on our intercompany accounts receivable and payable balances, offset by gains on our foreign currency denominated third partythird-party accounts receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar. In fiscal year 2023 due to the closure of our operations in Russia, the Russia entity was deemed substantially liquidated. In the three months ended July 31, 2023, we wrote off an additional $0.9 million cumulative translation adjustment in earnings.

Foreign exchange transaction losses were $1.0of $0.6 million for the sixthree months ended OctoberJuly 31, 2021, and2022 were primarily due to losses on our foreign currency denominatedintercompany accounts receivable and payable balances and, to a lesser extent, losses on our third-party accounts receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar.dollar.
GainImpairment Charge Related to Assets Held-For-Sale and Loss on Sale of Certain Assets:a Business:
The gainAs part of our ongoing initiatives to simplify our portfolio and focus our attention on core growth areas, we are divesting non-core businesses including University Services, Wiley Edge, and CrossKnowledge. These dispositions are expected to be completed during fiscal year 2024. In addition, these three businesses met the held-for-sale criteria. We measured each disposal group at the lower of carrying value or fair value less cost to sell. In the three months ended July 31, 2023, we recorded a held-for-sale pretax impairment of $73.9 million which includes $40.6 million for University Services and $33.3 million for CrossKnowledge.
In the three months ended July 31, 2023, the loss on sale of certain assetsa business is due to the sale of our world languages product portfolio which was includedTuition Manager business previously in our Academic & Professional LearningHeld for Sale or Sold segment, andwhich resulted in a pretax gainloss of approximately $3.7 million during the six months ended October 31, 2021.$2.0 million.
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INDEX
ProvisionBenefit for Income Taxes:
Below is a reconciliation of our US GAAP IncomeLoss Before Taxes to Non-GAAP Adjusted Income Before Taxes:
Six Months Ended
October 31,
20222021
US GAAP Income Before Taxes$24,943 $114,617 
Pretax Impact of Adjustments:
Restructuring and related charges (credits)36,397 (1,609)
Foreign exchange losses (gains) on intercompany transactions3,320 (228)
Amortization of acquired intangible assets47,570 44,892 
Gain on sale of certain assets (3,694)
Non-GAAP Adjusted Income Before Taxes$112,230 $153,978 
Three Months Ended
July 31,
20232022
US GAAP Loss Before Taxes$(106,723)$(23,387)
Pretax Impact of Adjustments:
Impairment of goodwill26,695 — 
Restructuring and related charges12,123 22,441 
Foreign exchange (gains) losses on intercompany transactions, including the write off of certain cumulative translation adjustments(6)666 
Amortization of acquired intangible assets16,668 26,385 
Impairment charge related to assets held-for-sale and loss on sale of a business75,929 — 
Held for Sale or Sold segment Adjusted (Income) Loss Before Taxes (1)
(5,034)7,594 
Non-GAAP Adjusted Income Before Taxes$19,652 $33,699 
(1)Our Adjusted Income Before Taxes excludes the Adjusted (Income) Loss of our Held for Sale or Sold segment.
Below is a reconciliation of our US GAAP Income Tax ProvisionBenefit to Non-GAAP Adjusted Income Tax Provision, including our US GAAP Effective Tax Rate and our Non-GAAP Adjusted Effective Tax Rate:
Six Months Ended
October 31,
20222021
US GAAP Income Tax Provision$4,585$44,820
Income Tax Impact of Adjustments (1):
Restructuring and related charges (credits)8,939(232)
Foreign exchange losses on intercompany transactions86919
Amortization of acquired intangible assets10,22010,263
Gain on sale of certain assets(922)
Income Tax Adjustments:
Impact of increase in UK statutory rate on deferred tax balances (2)
(20,726)
Non-GAAP Adjusted Income Tax Provision$24,613$33,222
US GAAP Effective Tax Rate18.4 %39.1 %
Non-GAAP Adjusted Effective Tax Rate21.9 %21.6 %
Three Months Ended
July 31,
20232022
US GAAP Income Tax Benefit$(14,459)$(5,552)
Income Tax Impact of Adjustments (1):
Impairment of goodwill2,697
Restructuring and related charges2,9365,517
Foreign exchange (gains) losses on intercompany transactions, including the write off of certain cumulative translation adjustments(34)175
Amortization of acquired intangible assets3,8735,832
Impairment charge related to assets held-for-sale and loss on sale of a business10,660
Held for Sale or Sold segment Adjusted Tax (Provision) Benefit (2)
(996)1,569
Non-GAAP Adjusted Income Tax Provision$4,677$7,541
US GAAP Effective Tax Rate13.5 %23.7 %
Non-GAAP Adjusted Effective Tax Rate23.8 %22.4 %
(1)For the sixthree months ended OctoberJuly 31, 20222023 and 2021,2022, substantially all of the tax impact was from deferred taxes.
(2)These adjustments impacted deferred taxes inOur Adjusted Income Tax Provision excludes the six months ended October 31, 2021.Adjusted Tax (Provision) Benefit of our Held for Sale or Sold segment.

39

INDEX
Our effective tax rate fluctuates based on, among other factors, where income is earned and the level of income relative to tax attributes. The US GAAP Effective Tax Rateeffective tax rate for the sixthree months ended OctoberJuly 31, 2022,2023, was 18.4%13.5% compared to 39.1%23.7% for the sixthree months ended OctoberJuly 31, 2021.2022. The US GAAP Effective Tax Rateeffective tax rate for the sixthree months ended OctoberJuly 31, 2022,2023, was lesslower than the US statutoryGAAP effective tax rate after taking into accountfor the geographic mixthree months ended July 31, 2022 primarily due to the tax benefit on impairment of earnings,goodwill resulting from the segment realignment described in Note 12, "Goodwill and Intangible Assets," as well as the held-for-sale impairment described in Note 3, "Acquisitions and Divestitures", which resulted in a deferred tax benefit, the impact of US state taxes, and aother discrete item relating to restricted stock compensation.items offset by the mix of non-US income.

Excluding the $2.7 million tax impactbenefit from the impairment of goodwill and $10.7 million tax benefit of the impairment charge related to assets held-for-sale and the loss on sale of a business, restructuring and other adjustments noted in the table above, the Non-GAAP Adjusted Effective Tax Rateadjusted effective tax rate was 21.9%23.8% for the sixthree months ended OctoberJuly 31, 2022,2023, compared to 21.6%22.4% for the sixthree months ended OctoberJuly 31, 2021.2022. The increase in the Non-GAAP Adjusted Effective Tax Rateadjusted effective tax rate for the sixthree months ended OctoberJuly 31, 2022,2023, compared with the prior year isended July 31, 2022, was primarily due to the geographic mix of earnings andnon-US income offset by tax incentives in the impact of US state taxes.


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INDEX
US.
Diluted EarningsLoss per Share (EPS):

EPSDiluted loss per share for the sixthree months ended OctoberJuly 31, 20222023 was $0.36$1.67 per share compared with $1.24a loss of $0.32 per share for the sixthree months ended OctoberJuly 31, 2021.2022. This decrease was primarily due to lower operating incomethe impairment charge related to assets held-for-sale and a loss on the sale of a business in the three months ended July 31, 2023 and, to a lesser extent, higherextent. an increase in interest expense, lower pensionexpense. This was partially offset by an increase in income and the gain on sale of certain assetstax benefit in the prior year.three months ended July 31, 2023 and a lower operating loss in the three months ended July 31, 2023.
Below is a reconciliation of our US GAAP EPSLoss Per Share to Non-GAAP Adjusted EPS. The amount of the pretax, and the related income tax impact for the adjustments included in the table below, are presented in the section above, “Provision“Benefit for Income Taxes”.
Six Months Ended
October 31,
20222021
US GAAP EPS$0.36 $1.24 
Adjustments:
Restructuring and related charges (credits)0.49 (0.02)
Foreign exchange losses on intercompany transactions0.04 — 
Amortization of acquired intangible assets0.67 0.60 
Gain on sale of certain assets (0.05)
Income tax adjustments 0.37 
Non-GAAP Adjusted EPS$1.56 $2.14 
Three Months Ended
July 31,
20232022
US GAAP Loss Per Share$(1.67)$(0.32)
Adjustments:
Impairment of goodwill0.43 — 
Restructuring and related charges0.16 0.30 
Foreign exchange (gains) losses on intercompany transactions, including the write off of certain cumulative translation adjustments 0.01 
Amortization of acquired intangible assets0.23 0.36 
Impairment charge related to assets held-for-sale and loss on sale of a business1.17 — 
Held for Sale or Sold segment Adjusted Net (Income) Loss (1)
(0.07)0.10 
EPS impact of using weighted-average dilutive shares for adjusted EPS calculation (2)
0.02 0.01 
Non-GAAP Adjusted EPS$0.27 $0.46 

(1)Our Adjusted EPS excludes the Adjusted Net (Income) Loss of our Held for Sale or Sold segment.
(2)Represents the impact of using diluted weighted-average number of common shares outstanding (55.8 million shares and 56.5 million shares for the three months ended July 31, 2023 and 2022, respectively) included in the Non-GAAP Adjusted EPS calculation in order to apply the dilutive impact on adjusted net income due to the effect of unvested restricted stock units and other stock awards. This impact occurs when a US GAAP net loss is reported and the effect of using dilutive shares is antidilutive.
On a constant currency basis, Adjusted EPS decreased 32%37% primarily due to a lower Adjusted OI and, to a lesser extent, an increase inhigher interest expense, and a decrease in Adjusted Operating Income, partially offset by lower pension income.


Adjusted income tax provision.
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SEGMENT OPERATING RESULTS
Six Months Ended
October 31,
% Change
Favorable
(Unfavorable)
Constant Currency
% Change
Favorable
(Unfavorable)
RESEARCH:20222021
Revenue:
Research Publishing (1)
$472,164$482,137(2)%%
Research Solutions (1)
74,10867,773%14 %
Total Research Revenue546,272549,910(1)%%
Cost of Sales142,302146,332%(5)%
Operating Expenses236,971223,924(6)%(12)%
Amortization of Intangible Assets23,43723,577%(5)%
Restructuring Charges (see Note 9)1,260238##
Contribution to Profit142,302155,839(9)%(11)%
Restructuring Charges (see Note 9)1,260238##
Adjusted Contribution to Profit143,562156,077(8)%(10)%
Depreciation and amortization47,18547,226— %(3)%
Adjusted EBITDA$190,747$203,303(6)%(7)%
Adjusted EBITDA Margin34.9 %37.0 %
# Not meaningful
(1)As previously announced in May 2022, our revenue by product type previously referred to as Research Platforms was changed to Research Solutions. Research Solutions includes infrastructure and publishing services that help societies and corporations thrive in a complex knowledge ecosystem. In addition to Platforms (Atypon), certain product offerings such as corporate sales which included the recent acquisitions of Madgex Holdings Limited (Madgex), and Bio-Rad Laboratories Inc.’s Informatics products (Informatics) that were previously included in Research Publishing moved to Research Solutions to align with our strategic focus. Research Solutions also includes product offerings related to certain recent acquisitions such as J&J, and EJP. Prior period results have been revised to the new presentation. There were no changes to the total Research segment or our consolidated financial results. The revenue reclassified was $44.1 million for the six months ended October 31, 2021, $93.3 million for the year ended April 30, 2022, and $80.3 million for the year ended April 30, 2021.
Revenue:

Research revenue for the six months ended October 31, 2022, decreased $3.6 million, or 1%, as compared with the prior year on a reported basis. On a constant currency basis, revenue increased 3% as compared with the prior year. Excluding revenue from acquisitions, organic revenue increased 2% on a constant currency basis. This increase was primarily due to an increase in open access publishing. Open Access article output growth was approximately 30% for the six months ended October 31, 2022, as compared with the prior year.

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Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA decreased 7% as compared with the prior year. This decrease was primarily due to investments to optimize and scale publishing and solutions and, to a lesser extent, higher employment costs, and travel and entertainment costs due to the resumption of in-person activities, which more than offset the increase in revenue.
RESEARCHRESEARCHThree Months Ended
July 31,
% Change
Favorable
(Unfavorable)
Constant Currency
% Change
Favorable
(Unfavorable)
Six Months Ended
October 31,
% Change
Favorable
(Unfavorable)
Constant Currency
% Change
Favorable
(Unfavorable)
20232022
ACADEMIC & PROFESSIONAL LEARNING:20222021
Revenue:Revenue:Revenue:
Education Publishing$149,256$164,961(10)%(6)%
Professional Learning136,344150,832(10)%(6)%
Total Academic & Professional Learning285,600315,793(10)%(6)%
Research PublishingResearch Publishing$223,000$239,523(7)%(8)%
Research SolutionsResearch Solutions34,80435,390(2)%(2)%
Total Research RevenueTotal Research Revenue257,804274,913(6)%(7)%
Cost of SalesCost of Sales77,03387,91412 %%Cost of Sales70,26771,270%%
Operating ExpensesOperating Expenses167,989171,718%(2)%Operating Expenses122,635122,718— %%
Amortization of Intangible AssetsAmortization of Intangible Assets5,3537,23226 %24 %Amortization of Intangible Assets11,37511,821%%
Restructuring Charges (Credits) (see Note 9)9,229(294)##
Restructuring Charges (see Note 9)Restructuring Charges (see Note 9)1,94781##
Contribution to ProfitContribution to Profit25,99649,223(47)%(45)%Contribution to Profit51,58069,023(25)%(26)%
Restructuring Charges (Credits) (see Note 9)9,229(294)##
Restructuring Charges (see Note 9)Restructuring Charges (see Note 9)1,94781##
Adjusted Contribution to ProfitAdjusted Contribution to Profit35,22548,929(28)%(26)%Adjusted Contribution to Profit53,52769,104(23)%(23)%
Depreciation and amortizationDepreciation and amortization32,68436,51210 %%Depreciation and amortization23,21223,801%%
Adjusted EBITDAAdjusted EBITDA$67,909$85,441(21)%(18)%Adjusted EBITDA$76,739$92,905(17)%(18)%
Adjusted EBITDA MarginAdjusted EBITDA Margin23.8 %27.1 %Adjusted EBITDA Margin29.8%33.8%  
# Not meaningful
Revenue:

Academic & Professional LearningResearch revenue for the three months ended July 31, 2023 decreased $30.2 $17.1 million, or 10%6%, as compared with the prior year on a reported basis. On a constant currency basis, revenue decreased 6%7% as compared with the prior year primarily due to the carryover of the Hindawi publishing disruption experienced in fiscal year 2023. Additionally, revenues were unfavorably impacted by market conditions which affected our corporate advertising and recruitment offerings. These impacts were partially offset by continued strong growth in our core open access publishing program. Excluding Hindawi, Research revenue was flat. Hindawi’s special issues program was suspended in the third quarter of fiscal year 2023 due to the presence in certain special issues of compromised articles. As a result, Hindawi revenue for the three months ended July 31, 2023 decreased $19.2 million on a constant currency basis as compared with the prior year. This decreaseFor fiscal year 2024, we expect Hindawi revenue to decline to $20 million. In fiscal year 2025, we expect to recover most of the Hindawi revenue lost, and by fiscal year 2026 we expect Hindawi to be ahead of where it was primarily due to a decrease in print textbooks in Education Publishing, partially offset by an increase in courseware and digital content. Professional Learning decreased due to a decrease in professional publishing, partially offset by an increase in corporate training.fiscal year 2023. Open access article output was flat compared with the prior year. Excluding Hindawi, open access article output growth was approximately 20% for the three months ended July 31, 2023.


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Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA decreased 18% as compared with the prior year. This decrease was primarily due to lower revenuesrevenue performance as cost of sales and operating expenses slightly declined. Excluding Hindawi, Adjusted EBITDA increased 1%. On a constant currency basis, Hindawi Adjusted EBITDA for the three months ended July 31, 2023 decreased $17.9 million as compared with the prior year. For fiscal year 2024, we expect Hindawi Adjusted EBITDA to be a moderate loss.
Three Months Ended
July 31,
% Change
Favorable
(Unfavorable)
Constant Currency
% Change
Favorable
(Unfavorable)
LEARNING:20232022
Revenue:
Academic$48,292$58,748(18)%(18)%
Professional61,02860,899— %— %
Total Learning Revenue109,320119,647(9)%(9)%
Cost of Sales31,32534,78010 %10 %
Operating Expenses68,09978,86614 %14 %
Amortization of Intangible Assets2,2702,260— %— %
Restructuring Charges (see Note 9)2183,13193 %93 %
Contribution to Profit7,408610##
Restructuring Charges (see Note 9)2183,13193 %93 %
Adjusted Contribution to Profit7,6263,741##
Depreciation and amortization13,55214,055%%
Adjusted EBITDA$21,178$17,79619 %19 %
Adjusted EBITDA Margin19.4%14.9%
# Not meaningful
Revenue:

Learning revenue decreased $10.3 million, or 9%, as compared with the prior year on a reported basis. On a constant currency basis, revenue decreased 9% as compared with the prior year. This was primarily due to a lesser extent, higher travel and entertainment costs due to the resumption of in-person activities. This wasdecrease in Academic print sales, partially offset by lower royalty costs and,growth in digital courseware. Professional was flat due to an increase in professional assessments, offset by a lesser extent, lowerdecline in print product costs.sales.

Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA increased 19% as compared with the prior year. This increase was primarily due to lower operating expenses, which resulted from lower employee costs after recent restructuring actions.
46
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Six Months Ended
October 31,
% Change
Favorable
(Unfavorable)
Constant Currency
% Change
Favorable
(Unfavorable)
EDUCATION SERVICES:20222021
Revenue:
University Services (1)
$105,570$113,598(7)%(6)%
Talent Development Services (1)
64,96342,09054 %68 %
Total Education Services Revenue170,533155,68810 %14 %
Cost of Sales124,998106,493(17)%(22)%
Operating Expenses38,77338,512(1)%(4)%
Amortization of Intangible Assets16,51011,817(40)%(41)%
Restructuring Charges (Credits) (see Note 9)1,339(28)##
Contribution to Profit(11,087)(1,106)##
Restructuring Charges (Credits) (see Note 9)1,339(28)##
Accelerated amortization of an intangible asset (2)
4,594##
Adjusted Contribution to Profit(5,154)(1,134)##
Depreciation and amortization18,17117,116(6)%(7)%
Adjusted EBITDA$13,017$15,982(19)%(14)%
Adjusted EBITDA Margin7.6 %10.3 %
Three Months Ended
July 31,
% Change
Favorable
(Unfavorable)
Constant Currency
% Change
Favorable
(Unfavorable)
HELD FOR SALE OR SOLD:20232022
Total Held for Sale or Sold Revenue$83,889$93,009(10)%(10)%
Cost of Sales55,50967,98118 %19 %
Operating Expenses23,29332,62129 %29 %
Impairment of Goodwill (see Note 12)26,695##
Amortization of Intangible Assets2,00311,10982 %82 %
Restructuring Charges (see Note 9)2,6233,49225 %25 %
Contribution to Profit(26,234)(22,194)(18)%(19)%
Restructuring Charges (see Note 9)2,6233,49225 %25 %
Impairment of Goodwill (see Note 12)26,695##
Accelerated Amortization of an Intangible Asset4,594##
Adjusted Contribution to Profit3,084(14,108)##
Depreciation and amortization3,43711,67371 %70 %
Adjusted EBITDA$6,521$(2,435)##
Adjusted EBITDA Margin7.8%(2.6)%
# Not meaningful
(1)
In May 2022, we moved the WileyNXT product offering from Talent Development Services to University Services and the prior period results have been included in University Services. The revenue reclassified was $1.1 million for the six months ended October 31, 2021. There were no changes to the total Education Services segment or our total consolidated financial results.
(2)On January 1, 2020, Wiley acquired mthree, a talent placement provider that addresses the IT skills gap by finding, training, and placing job-ready technology talent in roles with leading corporations worldwide. Its results of operations are included in our Education Services segment. In late May 2022, Wiley renamed the mthree talent development solution to Wiley Edge and discontinued use of the mthree trademark during the three months ended July 31, 2022. As a result of these actions, we determined that a revision of the useful life was warranted, and the intangible asset was fully amortized over its remaining useful life resulting in accelerated amortization expense of $4.6 million in the three months ended July 31, 2022.
Revenue:

Education Services revenue increased $14.8Revenue for Held for Sale or Sold decreased $9.1 million, or 10%, as compared with the prior year on a reported basis. On a constant currency basis, revenue increased 14% as compared with the prior year. Excluding revenue from acquisitions, organic revenue increaseddecreased 10% on a constant currency basis. This was primarily due to increased revenues from placements in Talent Development Services, partially offset by a decrease in University Services primarily driven by lower student enrollments. For the six months ended October 31, 2022, we delivered approximately 63% growth in talent placements in Talent Development Services. For the six months ended October 31, 2022, University Services experienced a 7% decrease in online enrollment.
Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA decreased 14% as compared with the prior year. This was primarilydue to the disposition of certain businesses in the fourth quarter of fiscal year 2023 and the first quarter of fiscal year 2024, as well as declines in placement revenues and, to a resultlesser extent, corporate training sales. For the three months ended July 31, 2023, placements declined 19%. University Services revenue increased slightly, while enrollments declined 7%.
Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA was $6.5 million compared to a loss of revenue mix. Total expenses increased$2.4 million in the prior year. This increase was primarily due to higher employee costslower cost of sales and operating expenses. These declines were largely resulting from restructuring actions in University Services.
University Services Partners and Programs:
As of July 31, 2023, Wiley had 61 university partners under contract, compared to support growth in Talent Development66 as of July 31, 2022 within University Services.
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CORPORATE EXPENSES:

Corporate expenses for the sixthree months ended OctoberJuly 31, 2022 increased $27.62023 decreased $15.3 million, or 31%24%, as compared with the prior year. On a constant currency basis, and excluding restructuring (credits) charges, these expenses increased 7%decreased 15%. On a constant currency basis, Adjusted EBITDA decreased 15% as compared with the prior year. This was primarily due to higherlower employee costs as a result of restructuring actions, and lower occupancy costs.
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FISCAL YEAR 2023 OUTLOOK:2024 TRANSITION YEAR OUTLOOK

Wiley is reducing its revenue growth outlook at constant currency due to consumer spending and enrollment headwinds in Education. Based on leading indicators, Wiley is reaffirming its guidancefiscal year 2024 outlook. The outlook excludes businesses held for sale or sold: University Services, Wiley Edge (formerly Talent Development), and CrossKnowledge. Collectively, these businesses generated $393 million of revenue, $43 million of Adjusted EBITDA, and Free Cash Flow.$0.36 of Adjusted EPS is reaffirmed but trending to the lower end of range mainly due to rising interest expense. in Fiscal 2023.
Amounts(amounts in millions, except Adjusted EPSEPS)
Metric
Fiscal Year 2022
Actual (1)
Fiscal Year 2023 Outlook
Original
At constant currency (1)
Fiscal Year 2023 Outlook
Update
At constant currency (1)
Fiscal Year 2023 Outlook
Current
At constant currency (1)
Revenue$2,083$2,175 - $2,215Reduced$2,110 - $2,150
Adjusted EBITDA$433$425 - $450Reaffirmed$425 - $450
Adjusted EPS$4.16$3.70 - $4.05Reaffirmed$3.70 - $4.05
Free Cash Flow$223$210 - $235Reaffirmed$210 - $235
MetricFiscal Year 2023
All Company
Fiscal Year 2023
Ex-Divestitures
Fiscal Year 2024 Outlook
Ex-Divestitures
Adjusted Revenue (1)
$2,020$1,627$1,580 to $1,630
Research$1,080Flat (+3% ex-Hindawi)
Learning$547Down low single digits
Adjusted EBITDA (1)
$422$379$305 to $330
Adjusted EPS (1)
$3.84$3.48$2.05 to $2.40
(1)Based onWiley’s fiscal 2022 average rates of 1.15 euroyear 2024 outlook (Adjusted Revenue, Adjusted EBITDA, and 1.36 British pound. Foreign currency impact toAdjusted EPS) exclude businesses held-for-sale, including University Services, Wiley Edge (formerly Talent Development), and CrossKnowledge, as well as those sold in fiscal year 2023, outlook based on year-to-date average rates of 1.00 euroTest Prep and 1.16 British pound: $85 million unfavorable to revenue; immaterial to Adjusted EBITDA, Adjusted EPS, and Free Cash FlowAdvancement Courses.

Fiscal Year 2024 Transition Year Outlook
Adjusted Revenue Outlook: Due– primarily due to the market-related headwindsHindawi special issues publishing pause and lower print demand in Education, we are reducing ourAcademic. We continue to project Research revenue guidance at constant currency from mid-single digitto be flat, but up 3% excluding Hindawi. We expect a better back half of the year as volumes continue to improve and comparisons become more favorable. We expect Research to return to growth in fiscal year 2025. In Learning, Academic remains challenged by lower demand for print products offsetting continued growth in digital content, courseware, and assessments. We continue to anticipate a low-single digit growth. Growth continuesdecline for this segment in fiscal year 2024. Note, this is a new metric defined as revenue adjusted to be driven by solid performance in Research and Corporate Talent Development.exclude businesses held for sale or sold.
Adjusted EBITDA Outlook: Adjusted EBITDA at constant currency is reaffirmed– primarily due to projected revenue performance, notably Hindawi, and higher employee costs from the combination of an incentive compensation reset and wage inflation. From its portfolio and restructuring actions, the Company expects material margin improvement in the range of $425 to $450 million given second half restructuring savingsfiscal year 2025 and other cost measures.fiscal year 2026.
Adjusted EPS Outlook: Adjusted EPS at constant currency is now trending to the lower end– further impacted by $0.42 of the range of $3.70 to $4.05, mainly due to rising interest expense. Adjusted EPS guidance reflectsnon-operational items including a higher tax rate (-$0.21/share), pension expense (-$0.11/share), and interest expense (-$0.10/share). Wiley’s higher tax expense, and lower pension income. These three items were expected to account for 35-cents of additional adverse impact this year. This impact is now anticipated to be 44-cents due to rising interest expense. Our adjusted effective tax rate is expected to rise this year from 20% to between 22% and 23%. This is primarily due to a less favorable mix of earnings by country and an increase in the UK statutory rate. In terms of the lowerWiley froze its US and UK pension income, our pensions have been frozen sinceprograms in 2015, and they are aboveapproximately 90% funded.

Wiley is not providing a Free Cash Flow Outlook:Free Cash Flow is reaffirmed inoutlook at this time due to the rangeuncertainty around both the timing of $210 to $235 million. Positive cash earningsdivestitures and lower incentive payouts for fiscal year 2022 performance are expected to be offset by higher cash taxesthe size and interest. Our capital expenditures outlook is now around $110 to $120 million dollars, so modestly lower than anticipated. Capital investment is primarily focused on platform and product development in Research and Corporate Talent Development.


scope of restructuring payments.
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In August 2022, the White House Office of Science and Technology Policy (OSTP) issued guidance for US federal agencies to make federally funded research freely available starting no later than December 31, 2025, without an embargo. For reference, less than 10% of Wiley’s published articles today are funded by US federal departments impacted by this guidance, and a third of those articles are already open access. Wiley has been working for several years with the OSTP and other stakeholders around the world to support the orderly transition to open research. This new guidance is aligned with Wiley’s stated strategy and mission, and is supported by the growth the Company is seeing in open research publishing. Wiley supports multiple publishing models to execute against the industry’s shared objective of unlocking access to scientific research and improving the efficiency of peer review and publication. Those models include journal subscriptions (“pay to read”), transformational agreements (“pay to read and publish”) and open access (“pay to publish”). In the past three years, our open access revenues, including from transformational agreements, have increased from less than 6% of total Research Publishing revenues to approximately 28% today. Based on our assessment of the guidance, we do not believe it will have a material financial impact on our Company.
Segment Realignment:
In the third quarter of fiscal year 2023, we are realigning our segments around our customers to drive impact and improve efficiency. Our new segment reporting structure will consist of three reportable segments which includes Research (no changes), Academic, and Talent, as well as a Corporate category.
The Academic segment will consist of Academic Publishing (which includes Education Publishing and Professional Publishing), and University Services (previously included in the Education Services segment).
The Talent segment will consist of Talent Development, as well as Corporate Training and Corporate Learning, which were both previously included in the Academic & Professional Learning segment.
LIQUIDITY AND CAPITAL RESOURCES
Principal Sources of Liquidity

We believe that our operating cash flow, together with our revolving credit facilities and other available debt financing, will be adequate to meet our operating, investing, and financing needs infor at least the foreseeable future. There can be no assurancenext twelve months. Operating cash flow provides the primary source of cash to fund operating needs and capital expenditures. Excess operating cash is used to fund shareholder dividends. Other discretionary uses of cash flow include share repurchases and acquisitions to complement our portfolio of businesses. As necessary, we may supplement operating cash flow with debt to fund these activities. The overall cash position of the Company reflects our durable business results and a global cash management strategy that continued or increased volatility inconsiders liquidity management, economic factors and tax considerations. Our cash and cash equivalents are maintained at a number of financial institutions. To mitigate the global capitalrisk of uninsured balances, we select financial institutions based on their credit ratings and credit markets will not impairfinancial strength, and we perform ongoing evaluations of these institutions to limit our abilityconcentration risk exposure to access these markets on terms commercially acceptable in the future. We do not have any off-balance-sheet debt.We will continue to pursue attractive opportunities to add scale and provide enhanced technology-enabled services in research and online education.financial institution.

As of OctoberJuly 31, 2022,2023, we had cash and cash equivalents of $118.4$107.2 million, including cash and cash equivalents classified as held-for-sale of $32.0 million, of which approximately $111.4$104.8 million, or 94%98%, was located outside the US. Maintenance of these cash and cash equivalent balances outside the US does not have a material impact on the liquidity or capital resources of our operations. Nonetheless, weWe intend to repatriate earnings from our non-US subsidiaries, and asto the extent we repatriate these funds to the US, we will be required to pay income taxes in various US state and local jurisdictions and applicable non-US withholding or similar taxes in the periods in which such repatriation occurs. Accordingly, as of OctoberJuly 31, 2022,2023, we have recorded a $2.7deferred tax liability of approximately $2.1 million liability related to the estimated taxes that would be incurred upon repatriating certain non-US earnings.earnings to the US.

On November 30, 2022, Wileywe entered into anthe second amendment to itsthe Third Amended and Restated RCA that provides for senior unsecured credit facilities comprised of (i) five-year credit commitments withCredit Agreement (collectively, the principal amount of $1.315 billion, extended to a maturity date in November 2027,Amended and (ii) $185 million in existing credit commitments to remain through the existing maturity date in May 2024. The agreement contains certain customary affirmative and negative covenants, including a financial covenant in the form of a consolidated net leverage ratio and consolidated interest coverage ratio. We incurred approximately $5 million of costs related to this agreement.Restated CA). See Note 15, “Debt and Available Credit Facilities” for furthermore details on the amendment. The Amended and Restated RCA.CA provided for senior unsecured credit facilities comprised of a (i) five-year revolving credit facility in an aggregate principal amount up to $1.115 billion, which matures November 2027, (ii) a five-year term loan A facility consisting of $200 million, which matures November 2027, and (iii) $185 million aggregate principal amount revolving credit facility through May 2024.

As of OctoberJuly 31, 2022,2023, we had approximately $1,003.7$895.9 million of debt outstanding, net of unamortized issuance costs of $0.3$0.7 million, and approximately $464.2$600.6 million of unused borrowing capacity under our Amended and Restated RCACA and other facilities. Our Amended and Restated RCACA contains certain restrictive covenants related to our consolidated leverage ratio and interest coverage ratio, which we were in compliance with as of OctoberJuly 31, 2022.
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2023.
Analysis of Historical Cash Flows
The following table shows the changes in our Unaudited Condensed Consolidated Statements of Cash Flows for the sixthree months ended OctoberJuly 31, 20222023 and 2021.2022.
Six Months Ended
October 31,
Three Months Ended
July 31,
2022202120232022
Net cash used in operating activitiesNet cash used in operating activities$(76,196)$(75,622)Net cash used in operating activities$(82,335)$(89,939)
Net cash used in investing activitiesNet cash used in investing activities(48,293)(62,571)Net cash used in investing activities(25,742)(21,806)
Net cash provided by financing activitiesNet cash provided by financing activities151,603 147,046 Net cash provided by financing activities105,814 117,989 
Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cashEffect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash$(8,784)$(1,742)Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash$2,257 $(1,985)
Cash flow from operations is seasonally a use of cash in the first half of Wiley’s fiscal year principally due to the timing of collections for annual journal subscriptions, which typically occurs in the beginning of the second half of our fiscal year.
Free cash flow less product development spending helps assess our ability, over the long term, to create value for our shareholders, as it represents cash available to repay debt, pay common dividends, and fund share repurchases, and acquisitions. Below are the details of Free cash flow less product development spending.
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Free Cash Flow less Product Development Spending:
Six Months Ended
October 31,
Three Months Ended
July 31,
2022202120232022
Net cash used in operating activitiesNet cash used in operating activities$(76,196)$(75,622)Net cash used in operating activities$(82,335)$(89,939)
Less: Additions to technology, property and equipmentLess: Additions to technology, property and equipment(38,530)(37,676)Less: Additions to technology, property and equipment(20,086)(17,923)
Less: Product development spendingLess: Product development spending(11,445)(13,001)Less: Product development spending(3,747)(5,825)
Free cash flow less product development spendingFree cash flow less product development spending$(126,171)$(126,299)Free cash flow less product development spending$(106,168)$(113,687)
Net Cash Used in Operating Activities
The following is a summary of the $0.6$(7.6) million change in Net cash used in operating activities for the sixthree months ended OctoberJuly 31, 20222023 compared with the sixthree months ended OctoberJuly 31, 20212022 (amounts in millions).
Net cash used in operating activities – SixThree months ended OctoberJuly 31, 20212022$(75.6)(89.9)
Net incomeloss adjusted for items to reconcile net incomeloss to net cash used in operating activities, which would include such noncash items as depreciation and amortization, impairment of goodwill, impairment charge related to assets held-for-sale and loss on sale of a business, restructuring charges, and the change in deferred taxes(47.6)(5.4)
Working capital changes:
Accounts receivable, net and contract liabilities63.724.9 
Accounts payable and accrued royalties(12.5)(24.2)
Changes in other assets and liabilities(4.2)12.3 
Net cash used in operating activities – SixThree months ended OctoberJuly 31, 20222023$(76.2)(82.3)

The favorable change in accounts receivable, net and contract liabilities was primarily due to lower sales, especially Academic publishing, and the timing of collections with customers.

The unfavorable change in accounts payable and accrued royalties was primarily due to the timing of payments.

The unfavorablefavorable changes in other assets and liabilities noted in the table above was primarily due to an unfavorable changea decrease in income taxes, royalty advances and higher restructuring payments, partially offset byemployee-related costs, including lower payments for annual incentive compensation in fiscal year 20232024 related to the prior fiscal year.
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INDEX
year, partially offset by an increase in other accrued liability payments.

Our negative working capital (current assets less current liabilities) was $151.6$228.2 million and $418.6$354.3 million as of OctoberJuly 31, 20222023 and April 30, 2022,2023, respectively. This $267.0$126.1 million change in negative working capital was primarily due to the seasonality of our business. The primary driver of the negative working capital is the benefit realized from unearned contract liabilities related to subscriptions for which cash has been collected in advance. The contract liabilities will be recognized as income when the products are shipped or made available online to the customers over the term of the subscription. Current liabilities as of OctoberJuly 31, 20222023 and as of April 30, 20222023 includes $263.8$369.6 million and $538.1$504.7 million, respectively, primarily related to deferred subscription revenue for which cash was collected in advance.

Cash collected in advance for subscriptions is used by us for a number of purposes, including funding operations, capital expenditures, acquisitions, debt repayments, dividend payments, and share repurchases.
Net Cash Used In Investing Activities

Net cash used in investing activities for the sixthree months ended OctoberJuly 31, 20222023 was $48.3$25.7 million compared to $62.6$21.8 million in the prior year. The indecreasecrease in cash used in investing activities was primarily due to aan increase of $2.2 million for additions of technology, property and equipment, $1.5 million decrease in cash proceeds related to other activities, and an increase of $13.5$1.5 million in cash used to acquire businesses.businesses, partially offset by a decrease of $2.1 million for product development spending.


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Net Cash Provided By Financing Activities

Net cash provided by financing activities was $151.6$105.8 million for the sixthree months ended OctoberJuly 31, 20222023 compared to $147.0$118.0 million for the sixthree months ended OctoberJuly 31, 20212022. This deincreasecrease in cash provided by financing activities was primarily due to a change in book overdrafts of $3.4 million and, to a lesser extent, an increasedecrease in net borrowings of long-term debt of $0.9$11.4 million.
Dividends and Share Repurchases

In the sixthree months ended OctoberJuly 31, 2022,2023, we increased our quarterly dividend to shareholders to $1.39$1.40 per share annualized versus $1.38$1.39 per share annualized in the prior year.
The following table summarizes the shares repurchased of Class A and Class B Common Stock for the sixthree months ended OctoberJuly 31, 20222023 and 20212022 (shares in thousands):
Six Months Ended
October 31,
Three Months Ended
July 31,
2022202120232022
Shares repurchased – Class AShares repurchased – Class A382 312 Shares repurchased – Class A301 212 
Shares repurchased – Class BShares repurchased – Class B Shares repurchased – Class B — 
Average price – Class A and Class BAverage price – Class A and Class B$45.84 $55.51 Average price – Class A and Class B$33.25 $47.12 
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk primarily related to interest rates, foreign exchange, and credit risk. It is our policy to monitor these exposures and to use derivative financial investments and/or insurance contracts from time to time to reduce fluctuations in earnings and cash flows when it is deemed appropriate to do so. We do not use derivative financial instruments for trading or speculative purposes.
Interest Rates

From time to time, we may use interest rate swaps, collars, or options to manage our exposure to fluctuations in interest rates. It is management’s intention that the notional amount of interest rate swaps be less than the variable rate loans outstanding during the life of the derivatives.

The information set forth in Note 16, “Derivatives Instruments and Hedging Activities,” of the Notes to Unaudited Condensed Consolidated Financial Statements under the caption “Interest Rate Contracts,” is incorporated herein by reference.

On an annual basis, a hypothetical one percent change in interest rates for the $603.7$395.9 million of unhedged variable rate debt as of OctoberJuly 31, 20222023 would affect net income and cash flow by approximately $4.7$3.0 million.
Foreign Exchange Rates
Fluctuations in the currencies of countries where we operate outside the US may have a significant impact on financial results. We are primarily exposed to movements in British pound sterling, euros, Canadian and Australian dollars, and certain currencies in Asia. The statements of financial position of non-US business units are translated into US dollars using period-end exchange rates for assets and liabilities and the statements of income are translated into US dollars using weighted-average exchange rates for revenues and expenses.
Our significant investments in non-US businesses are exposed to foreign currency risk. Adjustments resulting from translating assets and liabilities are reported as a separate component of Accumulated other comprehensive loss, net of tax within Shareholders’ Equity under the caption Foreign currency translation adjustment. During the three and six months ended OctoberJuly 31, 2023, we recorded foreign currency translation gains in Accumulated other comprehensive loss, net of tax of approximately $11.2 million, primarily as a result of the fluctuations of the US dollar relative to the British pound sterling. During the three months ended July 31, 2022, we recorded foreign currency translation losses in Accumulated other comprehensive loss, net of tax of approximately $36.1$(19.8) million and $55.9 million, respectively, primarily as a result of the fluctuations of the US dollar relative to the British pound sterling and, to a lesser extent the euro. During the three and six months ended October 31, 2021, we recorded foreign currency translation losses in Accumulated other comprehensive loss, net of tax of approximately $9.5 million and $15.4 million, respectively, primarily as a result of the fluctuations of the US dollar relative to the euro and to a lesser extent the British pound sterling.
Exchange rate gains or losses related to foreign currency transactions are recognized as transaction gains or losses on the Unaudited Condensed Consolidated Statements of Net IncomeLoss as incurred. Under certain circumstances, we may enter into derivative financial instruments in the form of foreign currency forward contracts to hedge against specific transactions, including intercompany purchases and loans.

The information set forth in Note 16, “Derivatives Instruments and Hedging Activities,” of the Notes to Unaudited Condensed Consolidated Financial Statements under the caption “Foreign Currency Contracts,” is incorporated herein by reference.
Sales Return Reserves

The estimated allowance for print book sales returns is based upon historical return patterns, as well as current market trends in the businesses in which we operate. In connection with the estimated sales return reserves, we also include a related increase to inventory and a reduction to accrued royalties as a result of the expected returns.
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The reserves are reflected in the following accounts of our Unaudited Condensed Consolidated Statements of Financial Position:
October 31, 2022April 30, 2022July 31, 2023April 30, 2023
Increase in Inventories, netIncrease in Inventories, net$7,347 $7,820 Increase in Inventories, net$7,628 $6,923 
Decrease in Accrued royaltiesDecrease in Accrued royalties$(3,766)$(3,893)Decrease in Accrued royalties$(3,327)$(3,240)
Increase in Contract liabilitiesIncrease in Contract liabilities$28,894 $31,135 Increase in Contract liabilities$25,954 $24,582 
Print book sales return reserve net liability balancePrint book sales return reserve net liability balance$(17,781)$(19,422)Print book sales return reserve net liability balance$(14,999)$(14,419)
A one percent change in the estimated sales return rate could affect net income by approximately $0.4$0.3 million. A change in the pattern or trends in returns could affect the estimated allowance.
Customer Credit Risk

In the journal publishing business, subscriptions are primarily sourced through 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 agents and is principally remitted to us between the months of December and April. Although currently we have 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 15% of total annual consolidated revenue, and no one affiliated group of subscription agents accounts for more than 10% of total annual consolidated revenue.

Our book business is not dependent upon a single customer; however, the industry is concentrated in national, regional, and online bookstore chains. No single book customer accounts for more than 6%7% of total consolidated revenue and more than 11%22% of accounts receivable at OctoberJuly 31, 2022.2023. The top 10 book customers account for approximately 10% of total consolidated revenue and approximately 24%34% of accounts receivable at OctoberJuly 31, 2022.2023.
ITEM 4. CONTROLS AND PROCEDURES

The Company’s Chief Executive Officer and Chief Financial Officer, together with the Chief Accounting Officer and other members of the Company’s management, have conducted an evaluation of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) as of the end of the period covered by this report. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission's rules and forms and (ii) accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) during the quarter ended OctoberJuly 31, 20222023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There have been no significant developments related to legal proceedings during the three months ended OctoberJuly 31, 2022.2023. For information regarding legal proceedings, see our Annual Report on Form 10-K for the fiscal year ended April 30, 20222023 Note 16, “Commitment and Contingencies”.
ITEM 1A. RISK FACTORS
See Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended April 30, 2022.2023. Except as required by the federal securities law, we undertake no obligation to update or revise any risk factor, whether as a result of new information, future events or otherwise.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the three months ended OctoberJuly 31, 2022,2023, we made the following purchases of Class A and Class B Common Stock under our publicly announced stock repurchase programs:
Total Number
of Shares
Purchased
Average
Price Paid
Per Share
Total Number
of Shares Purchased
as part of a Publicly
Announced Program
Maximum Number
of Shares that May
be Purchased
Under the Program
Maximum Dollar
Value of Shares
that May be Purchased
Under Additional Plans
 or Programs
(Dollars in millions)
August 2022$— $187.5 
September 2022169,53844.24 169,538180.0 
October 2022— 180.0 
Total169,538$44.24 169,538$180.0 
Total Number
of Shares
Purchased
Average
Price Paid
Per Share
Total Number
of Shares Purchased
as part of a Publicly
Announced Program
Maximum Number
of Shares that May
be Purchased
Under the Program
Maximum Dollar
Value of Shares
that May be Purchased
Under Additional Plans
 or Programs
(Dollars in millions)
May 2023$— $162.5 
June 2023126,62832.68 126,628158.3 
July 2023174,11733.66 174,117152.5 
Total300,745$33.25 300,745$152.5 

ITEM 5. OTHER INFORMATION
Directors and Executive Officers Trading Arrangements
During the period covered by this Quarterly Report on Form 10-Q, none of our directors or officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.
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ITEM 6. EXHIBITS
Material Contracts
Employees' Retirement Plan of John Wiley &and Sons, Inc. 2022 Omnibus Stock PlanEffective as of January 1, 1955, Amended and Long-Term Incentive Plan.Restated as of June 30, 2013 and including IRS Requested Amendments through January 1, 2014, Amended and Restated as of January 1, 2023.●
Summary Plan Description Employees' Retirement Plan of John Wiley &and Sons, Inc. Director Restricted Share Unit Grant Agreement.Effective January 1, 2023. ●
John Wiley & Sons, Inc. Deferred CompensationRestricted Share Unit Grant Agreement Under the Executive Long-Term Incentive Plan, for Directors’ 2005 & After Compensation AmendedUnder the Business Officer Equity Program, Pursuant to the 2022 Omnibus Stock Plan and Restated as of September 29, 2022.Long-Term Incentive Plan. ●
The Amended and Restated CreditPerformance Share Unit Grant Agreement (incorporated by referencePursuant to the Company’s Report on Form 8-K dated as of December 5, 2022).2022 Omnibus Stock Plan and Long-Term Incentive Plan. ●
Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Inline XBRL
101.INS*Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH*Inline XBRL Taxonomy Extension Schema Document.
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
*Filed herewith
**    Furnished herewith
    Indicates management compensatory plan, contract, or arrangement
55
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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.
JOHN WILEY & SONS, INC.
Registrant
By/s/ Brian A. Napack
Brian A. Napack
President and Chief Executive Officer
By/s/ Christina Van Tassell
Christina Van Tassell
Executive Vice President and Chief Financial Officer
By/s/ Christopher F. Caridi
Christopher F. Caridi
Senior Vice President, Global Corporate Controller and Chief Accounting Officer
Dated: December 9, 2022September 8, 2023
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