UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


x			QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~October~~July 31, ~~2022~~2023


o			TRANSITION 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 York						13-5593032
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

111 River Street, Hoboken, New Jersey						07030
(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 class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock, par value $1.00 per share

WLY

New York Stock Exchange

Class B Common Stock, par value $1.00 per share

WLYB

New 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, 2022~~August 31, 2023 were:

Class A, par value $1.00 – ~~46,530,311~~46,185,560

Class B, par value $1.00 – ~~9,029,059~~9,023,066

JOHN WILEY & SONS, INC. AND SUBSIDIARIES

INDEX


PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	5

	Condensed Consolidated Statements of Financial Position – Unaudited as of ~~October~~J uly 31 ~~2022~~, 2023 and as of ~~April 30,~~A pril 3 0, 202 23	5

	Condensed Consolidated Statements of Net ~~Income~~Loss – Unaudited for the three ~~and~~ ~~six~~ months ended J ~~Octob~~uly er 31, ~~2022~~2023 and ~~2021~~2022	6

	Condensed Consolidated Statements of Comprehensive ~~Income~~Loss – Unaudited for the three ~~and~~ ~~six~~months ended J ~~October~~uly 31, ~~2022~~2023 and ~~2021~~2022	7

	Condensed Consolidated Statements of Cash Flows – Unaudited for the ~~six~~ three months ended J ~~October~~uly 31, ~~2022~~2023 and ~~2021~~2022	8

	Condensed Consolidated Statements of Shareholders' Equity – Unaudited for the three ~~and~~ si x months ended J Oculy ~~tober~~31, ~~2022~~2023 and ~~2021~~2022	9

	Notes to Unaudited Condensed Consolidated Financial Statements
	Note 1. Basis of Presentation	10
	Note 2. Recent Accounting Standards	10
	Note 3. Acquisitions and Divestitures	11
	Note 4. Revenue Recognition, Contracts with Customers	12
	Note 5. Operating Leases	16
	Note 6. Stock-Based Compensation	1718
	Note 7. Accumulated Other Comprehensive Loss	19
	Note 8. Reconciliation of Weighted Average Shares Outstanding	2019
	Note 9. Restructuring and Related Charges ~~(Credits)~~	2120
	Note 10. Segment Information	2422
	Note 11. Inventories	2524
	Note 12. Goodwill and Intangible Assets	25
	Note 13. Income Taxes	2627
	Note 14. Retirement Plans	27
	Note 15. Debt and Available Credit Facilities	2728
	Note 16. Derivative Instruments and Hedging Activities	2830
	Note 17. Capital Stock and Changes in Capital Accounts	3032
	Note 18. Commitments and Contingencies	31
	N ~~ote 19. Subsequent Events~~	3133

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3234

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5248

Item 4.	Controls and Procedures	5349

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	5450

Item 1A.	Risk Factors	5450

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5450

Item 5.	O ther Information	50

Item 6.	Exhibits	5551

SIGNATURES		5652

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 ~~2023~~2024 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 ~~2023~~2024 in connection with our multiyear ~~Business Optimization~~Global Restructuring Program and ~~our Fiscal Year 2023 Restructuring Program;~~planned dispositions; (xi) the ~~impact~~possibility 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.

INDEX

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 ~~2023~~fiscal 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.

INDEX

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, 2022		April 30, 2022			July 31, 2023		April 30, 2023
Assets:	Assets:					Assets:
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash 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, respectively		260,026		331,960
Accounts receivable, net of allowance for credit losses of $14.5 million and $18.7 million, respectively						Accounts receivable, net of allowance for credit losses of $14.5 million and $18.7 million, respectively	153,392		310,121
Inventories, net	Inventories, net	34,447		36,585		Inventories, net	30,289		30,733
Prepaid expenses and other current assets	Prepaid expenses and other current assets	70,098		81,924		Prepaid expenses and other current assets	79,703		93,711
Current assets held-for-sale						Current assets held-for-sale	139,250		—
Total current assets	Total current assets	482,994		550,866		Total current assets	477,778		541,279

Technology, property and equipment, net	Technology, property and equipment, net	249,922		271,572		Technology, property and equipment, net	223,534		247,149
Intangible assets, net	Intangible assets, net	860,576		931,429		Intangible assets, net	657,093		854,794
Goodwill	Goodwill	1,268,312		1,302,142		Goodwill	1,102,499		1,204,050
Operating lease right-of-use assets	Operating lease right-of-use assets	93,334		111,719		Operating lease right-of-use assets	82,415		91,197
Other non-current assets	Other non-current assets	173,233		193,967		Other non-current assets	141,159		170,341
Non-current assets held-for-sale						Non-current assets held-for-sale	241,483		—
Total assets	Total 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 liabilities	Current liabilities					Current liabilities
Accounts payable	Accounts payable	$	46,250	$	77,438	Accounts payable	$	43,713	$	84,325
Accrued royalties	Accrued royalties	101,598		101,596		Accrued royalties	98,690		113,423
Short-term portion of long-term debt	Short-term portion of long-term debt	25,000		18,750		Short-term portion of long-term debt	5,000		5,000
Contract liabilities	Contract liabilities	263,821		538,126		Contract liabilities	369,562		504,695
Accrued employment costs	Accrued employment costs	84,333		117,121		Accrued employment costs	52,307		80,458
Short-term portion of operating lease liabilities	Short-term portion of operating lease liabilities	19,043		20,576		Short-term portion of operating lease liabilities	17,869		19,673
Other accrued liabilities	Other accrued liabilities	94,532		95,812		Other accrued liabilities	68,541		87,979
Current liabilities held-for-sale						Current liabilities held-for-sale	50,257		—
Total current liabilities	Total current liabilities	634,577		969,419		Total current liabilities	705,939		895,553

Long-term debt	Long-term debt	978,683		768,277		Long-term debt	890,917		743,292
Accrued pension liability	Accrued pension liability	75,668		78,622		Accrued pension liability	81,367		86,304
Deferred income tax liabilities	Deferred income tax liabilities	157,048		180,065		Deferred income tax liabilities	109,916		144,042
Operating lease liabilities	Operating lease liabilities	120,559		132,541		Operating lease liabilities	106,652		115,540
Other long-term liabilities	Other long-term liabilities	84,029		90,502		Other long-term liabilities	78,838		79,052
Long-term liabilities held-for-sale						Long-term liabilities held-for-sale	15,126		—
Total liabilities	Total liabilities	2,050,564		2,219,426		Total liabilities	1,988,755		2,063,783

Commitments and contingencies (Note 1 8)						Commitments and contingencies (Note 1 8)
Shareholders’ equity	Shareholders’ equity					Shareholders’ equity
Preferred 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	—		—		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, respectively		70,228		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, respectively		12,954		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, respectively						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, respectively	70,231		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, respectively						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, respectively	12,951		12,951
Additional paid-in-capital	Additional paid-in-capital	465,216		459,297		Additional paid-in-capital	465,278		469,802
Retained earnings	Retained earnings	1,902,661		1,921,160		Retained earnings	1,749,169		1,860,872
Accumulated other comprehensive loss, net of tax	Accumulated 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’ equity	Total shareholders’ equity	1,077,807		1,142,269		Total shareholders’ equity	937,206		1,045,027
Total liabilities and shareholders' equity	Total 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.

INDEX

JOHN WILEY & SONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF NET ~~INCOME~~LOSS – UNAUDITED

Dollars in thousands except per share information


		Three Months Ended October 31,				Six Months Ended October 31,					Three Months Ended July 31,
		2022		2021		2022		2021			2023		2022
Revenue, net	Revenue, 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 sales	170,302		174,782		344,333		340,738		Cost of sales	157,101		174,031
Operating and administrative expenses	Operating and administrative expenses	253,029		264,190		535,780		524,779		Operating and administrative expenses	255,801		282,751
Restructuring and related charges (credits)		13,956		(1,333)		36,397		(1,609)
Impairment of goodwill										Impairment of goodwill	26,695		—
Restructuring and related charges										Restructuring and related charges	12,123		22,441
Amortization of intangible assets	Amortization of intangible assets	20,110		21,476		45,421		42,627		Amortization of intangible assets	15,648		25,311
Total costs and expenses	Total costs and expenses	457,397		459,115		961,931		906,535		Total costs and expenses	467,368		504,534

Operating income		57,439		73,888		40,474		114,856
Operating loss										Operating loss	(16,355)		(16,965)

Interest expense	Interest 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 losses										Foreign exchange transaction losses	(1,620)		(616)
Impairment charge related to assets held-for-sale and loss on sale of a business										Impairment charge related to assets held-for-sale and loss on sale of a business	(75,929)		—
Other (expense) income, net	Other (expense) income, net	(255)		3,150		271		6,703		Other (expense) income, net	(1,485)		526

Income before taxes		48,330		70,615		24,943		114,617
Provision for income taxes		10,137		14,648		4,585		44,820
Loss before taxes										Loss before taxes	(106,723)		(23,387)
Benefit for income taxes										Benefit for income taxes	(14,459)		(5,552)

Net income		$	38,193	$	55,967	$	20,358	$	69,797
Net loss										Net loss	$	(92,264)	$	(17,835)

Earnings per share
Loss per share										Loss per share
Basic	Basic	$	0.69	$	1.00	$	0.37	$	1.25	Basic	$	(1.67)	$	(0.32)
Diluted	Diluted	$	0.68	$	0.99	$	0.36	$	1.24	Diluted	$	(1.67)	$	(0.32)

Weighted average number of common shares outstanding	Weighted average number of common shares outstanding									Weighted average number of common shares outstanding
Basic	Basic	55,622		55,806		55,679		55,833		Basic	55,270		55,736
Diluted	Diluted	56,195		56,388		56,326		56,477		Diluted	55,270		55,736

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

INDEX

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,
2022 2021 2022 2021
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), respectively 8,146 4,065 13,227 5,654
Unrealized gain on interest rate swaps, net of tax (expense) of $(1,809), $(602), $(1,748) and $(775), respectively 5,305 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,
	2023		2022
Net loss	$	(92,264)	$	(17,835)

Other comprehensive income (loss):
Foreign currency translation adjustment	11,174		(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, respectively	2,520		(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.

INDEX

JOHN WILEY & SONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – UNAUDITED

Dollars in thousands


	Three Months Ended July 31,
	2023		2022
Operating activities
Net loss	$	(92,264)	$	(17,835)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of goodwill	26,695		—
Impairment charge related to assets held-for-sale and loss on sale of a business	75,929		—
Amortization of intangible assets	15,648		25,311
Amortization of product development assets	6,687		8,288
Depreciation and amortization of technology, property and equipment	21,393		24,680
Restructuring and related charges	12,123		22,441
Stock-based compensation expense	6,286		7,123
Employee retirement plan expense	9,244		8,325
Foreign exchange transaction losses	1,620		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 business	457		—
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 debt	341,878		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 activities	105,814		117,989
Effects of exchange rate changes on cash, cash equivalents, and restricted cash	2,257		(1,985)
Cash reconciliation:
Cash and cash equivalents	106,714		100,397
Restricted cash included in Prepaid expenses and other current assets	548		330
Balance at beginning of period	107,262		100,727
(Decrease)/increase for the period	(6)		4,259
Cash and cash equivalents	107,152		104,495
Restricted cash included in Prepaid expenses and other current assets	104		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,
2022 2021
Operating activities
Net income $ 20,358 $ 69,797
Adjustments to reconcile net income to net cash used in operating activities:
Amortization of intangible assets 45,421 42,627
Amortization of product development assets 16,452 18,088
Depreciation and amortization of technology, property and equipment 48,827 48,406
Restructuring and related charges (credits) 36,397 (1,609)
Stock-based compensation expense 13,998 13,059
Employee retirement plan expense 14,622 9,892
Foreign exchange transaction losses 138 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 assets 40 3,375
Acquisitions of publication rights and other 1,738 (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 debt 437,311 340,901
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 activities 151,603 147,046
Effects of exchange rate changes on cash, cash equivalents, and restricted cash (8,784) (1,742)
Cash reconciliation:
Cash and cash equivalents 100,397 93,795
Restricted cash included in Prepaid expenses and other current assets 330 564
Balance at beginning of period 100,727 94,359
Increase for the period 18,330 7,111
Cash and cash equivalents 118,423 100,898
Restricted cash included in Prepaid expenses and other current assets 634 572
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.

INDEX

JOHN WILEY & SONS, INC., AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY – UNAUDITED

Dollars in thousands

Class A common stock Class B common stock Additional
paid-in capital Retained
earnings Accumulated other comprehensive loss, net of tax Treasury stock Total
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 conversions 2 (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 stock		Class B common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss, net of tax		Treasury stock		Total 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 stock Class B common stock Additional
paid-in capital Retained
earnings Accumulated other
comprehensive loss, net of tax Treasury stock Total
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) 2 — 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 stock		Class B common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss, net of tax		Treasury stock		Total shareholders' equity			Class A common stock		Class B common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss, net of tax		Treasury stock		Total shareholders' equity
Balance at April 30, 2022	Balance 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 plans	Restricted 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 other	Impact 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 expense	Stock-based compensation expense	—		—		14,001		—		—		—		14,001		Stock-based compensation expense	—		—		7,138		—		—		—		7,138
Purchases of treasury shares	Purchases 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 conversions		2		(2)		—		—		—		—		—
Comprehensive loss, net of tax	Comprehensive 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, 2022																Balance at July 31, 2022	$	70,226	$	12,956	$	458,578	$	1,883,857	$	(523,289)	$	(820,002)	$	1,082,326

Class A common stock Class B common stock Additional
paid-in capital Retained
earnings Accumulated other comprehensive loss, net of tax Treasury stock Total
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 (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.

INDEX

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 ~~present~~state fairly the Unaudited Condensed Consolidated Financial Condition, Results of Operations, Comprehensive ~~Income~~Loss 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, ~~2022~~2023 as filed with the SEC on June ~~24, 2022 (2022~~26, 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 us~~We 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.

INDEX

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 Media~~2023

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 are~~an 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 ~~financed~~recorded the ~~payment of the cash consideration with a combination of cash on hand~~preliminary 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 the~~intangible 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 Services~~Learning 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 ~~2022~~2024

Completed Divestitures

On ~~November 30, 2021,~~May 31, 2023, we ~~acquired~~completed the ~~assets~~sale of ~~the eJournalPress~~our 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 is~~Held 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. The~~strategic shift that would have a major effect on our consolidated results of ~~J&J are~~operations, 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 acquisition~~Impairment 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 immaterial~~a business in our ~~Education Services segment.~~

~~The aggregate preliminary fair value~~Unaudited 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 segment~~Net Loss for the three months ended ~~October~~July 31, ~~2022 related to these other acquisitions was approximately $4.5 million and $0.2 million, respectively.~~2023. The ~~incremental revenue and operating loss~~carrying value of the net assets included in the ~~Research segment for the six months ended October 31, 2022 related to these other acquisitions~~pretax 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 Services		Cross Knowledge		Wiley Edge		Total
Assets held-for-sale:
Current assets
Cash and cash equivalents (1)	$	12	$	17,254	$	14,742	$	32,008
Accounts receivable, net	64,830		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, net	13,045		3,696		1,815		18,556
Intangible assets, net	133,413		18,305		34,891		186,609
Goodwill	—		—		81,940		81,940
Operating lease right-of-use assets	2,989		514		1,015		4,518
Other non-current assets	7,906		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 liabilities	719		17,883		3		18,605
Accrued employment costs	3,224		7,368		3,654		14,246
Short-term portion of operating lease liabilities	1,058		375		474		1,907
Other accrued liabilities	6,872		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 liabilities	3,829		48		500		4,377
Other long-term liabilities	355		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 assets	50
Total cash, cash equivalents, and restricted cash per Unaudited Condensed Consolidated Statement of Financial Position as of July 31, 2023	75,194
Cash and cash equivalents held-for-sale	32,008
Restricted cash held-for-sale included in Prepaid expenses and other current assets	54
Total cash, cash equivalents, and restricted cash held-for-sale as of July 31, 2023	32,062
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

INDEX

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,
2022 2021 2022 2021
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 Research 271,359 275,154 546,272 549,910
Academic & Professional Learning:
Education Publishing 86,200 98,581 149,256 164,961
Professional Learning 66,441 77,948 136,344 150,832
Total Academic & Professional Learning 152,641 176,529 285,600 315,793
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 Services 90,836 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.

~~INDEX~~


~~(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,
	2023		2022
Research:
Research Publishing	$	223,000	$	239,523
Research Solutions	34,804		35,390
Total Research	257,804		274,913

Learning:
Academic	48,292		58,748
Professional	61,028		60,899
Total Learning	109,320		119,647

Held for Sale or Sold	83,889		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 ~~October~~July 31, ~~2022, respectively.~~2023.

INDEX

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 ~~October~~July 31, ~~2022, respectively,~~2023, and the majority is recognized over time.

In the three months ended July 31, 2023, Research Publishing products ~~generate~~generated approximately 87% ~~in both the three and six months ended October 31, 2022, respectively,~~ of ~~its~~their revenue from contracts with ~~its~~their 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 ~~October~~July 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 Learning~~and Professional.

Academic

Academic ~~& Professional Learning provides Education Publishing and Professional Learning~~products 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 ~~October~~July 31, ~~2022, respectively.~~

~~INDEX~~

~~We disaggregated revenue by type~~2023, 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 ~~its~~their customers ~~from Education (print~~for 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 Courseware~~contracts with their customers which is recognized over time. The remainder of ~~its~~their 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~~

INDEX

Professional ~~Learning~~

Professional products revenue was ~~$66.4 million and $136.3~~$61.0 million in the three ~~and six~~ months ended ~~October~~July 31, ~~2022, respectively.~~2023. Professional ~~Learning (print~~provides learning, development, publishing, and ~~digital) products generate approximately 54%~~assessment services for businesses and ~~56% in~~professionals.

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 ~~October~~July 31, ~~2022, respectively,~~2023, Professional products generated approximately 59% of their revenue from contracts with ~~its~~their customers ~~from Professional Publishing,~~for trade print and ~~Licensing and Other, and both are mainly~~digital publishing, which is recognized at a point in time. ~~Approximately 46% and 44%~~Our assessments offering generates approximately 31% of ~~Professional Learning products~~their revenue ~~in the three and six months ended October 31, 2022, respectively, is~~ from contracts with ~~its~~their customers which has a mix of revenue recognized at a point in time and over time. The remainder of their revenues were from ~~Corporate Training~~Licensing and ~~Corporate Learning,~~Other, which ishas a mix of revenue recognized ~~mainly~~at a point in time and over time.

~~Education Services~~Held for Sale or Sold

~~Education Services~~Held for Sale or Sold revenue was ~~$90.8 million and $170.5~~$83.9 million in the three ~~and six~~ months ended ~~October~~July 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 management~~skill needs of ~~online degree programs for universities~~today’s technology careers, and ~~has grown~~then 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 array~~retrain 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 Services~~landscape. 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, trains~~recognized 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 talent~~our 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.

INDEX

The following table provides information about accounts receivable, net and contract liabilities from contracts with customers.


		October 31, 2022		April 30, 2022		Increase/ (Decrease)			July 31, 2023		April 30, 2023		Increase/ (Decrease)
Balances from contracts with customers:	Balances from contracts with customers:							Balances from contracts with customers:
Accounts receivable, net	Accounts 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 ~~October~~July 31, ~~2022~~2023 and April 30, ~~2022,~~2023, respectively.

For the ~~six~~three months ended ~~October~~July 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 ~~October~~July 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 ~~October~~July 31, ~~2022~~2023 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 ~~during~~in the three ~~and six~~ months ended ~~October~~July 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 ~~October~~July 31, ~~2022, respectively. We incurred $7.2 million~~2023 and ~~$14.0 million in shipping and handling costs in the three and six months ended October 31, 2021,~~2022, respectively.

INDEX

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.

~~Under~~We recognize operating lease expense on a straight-line basis over the ~~leasing standard, leases~~term 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, 2022		April 30, 2022			July 31, 2023		April 30, 2023
Operating lease ROU assets	Operating lease ROU assets	$	93,334	$	111,719	Operating lease ROU assets	$	82,415	$	91,197
Short-term portion of operating lease liabilities	Short-term portion of operating lease liabilities	19,043		20,576		Short-term portion of operating lease liabilities	17,869		19,673
Operating lease liabilities, non-current	Operating lease liabilities, non-current	$	120,559	$	132,541	Operating lease liabilities, non-current	$	106,652	$	115,540

During the ~~six~~three months ended ~~October~~July 31, ~~2022,~~2023, we ~~reduced our~~added $0.2 million to the ROU assets ~~by $(0.5)~~and $0.2 million ~~and our~~to 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~~ ~~2023~~Global 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.

INDEX

Our total net lease costs are as follows:


		Three Months Ended October 31,				Six Months Ended October 31,					Three Months Ended July 31,
		2022		2021		2022		2021			2023		2022
Operating lease cost	Operating lease cost	$	4,528	$	6,325	$	9,710	$	12,242	Operating lease cost	$	4,083	$	5,182
Variable lease cost	Variable lease cost	264		397		542		741		Variable lease cost	285		278
Short-term lease cost	Short-term lease cost	146		36		261		56		Short-term lease cost	278		115
Sublease income	Sublease 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.

~~INDEX~~

Other supplemental information includes the following:


		Six Months Ended October 31,							Three Months Ended July 31,
		2022			2021				2023			2022
Weighted-average remaining contractual lease term (years)	Weighted-average remaining contractual lease term (years)	8			9			Weighted-average remaining contractual lease term (years)	8			8
Weighted-average discount rate	Weighted-average discount rate	5.93		%	5.79		%	Weighted-average discount rate	5.97		%	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 leases	Operating cash flows from operating leases	$	13,756		$	14,846		Operating 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 ~~October~~July 31, ~~2022:~~2023:


Fiscal Year	Fiscal Year	Operating Lease Liabilities		Fiscal Year	Operating Lease Liabilities
2023 (remaining 6 months)		$	13,522
2024		25,110
2024 (remaining 9 months)				2024 (remaining 9 months)	$	18,261
2025	2025	23,691		2025	23,544
2026	2026	21,721		2026	21,782
2027	2027	17,692		2027	17,159
2028				2028	13,282
Thereafter	Thereafter	77,499		Thereafter	64,185
Total future undiscounted minimum lease payments	Total future undiscounted minimum lease payments	179,235		Total future undiscounted minimum lease payments	158,213

Less: Imputed interest	Less: Imputed interest	39,633		Less: Imputed interest	33,692

Present value of minimum lease payments	Present value of minimum lease payments	139,602		Present value of minimum lease payments	124,521

Less: Current portion	Less: Current portion	19,043		Less: Current portion	17,869

Noncurrent portion	Noncurrent portion	$	120,559	Noncurrent portion	$	106,652

INDEX

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 ~~October~~July 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.

~~INDEX~~

The following table summarizes awards we granted to employees (shares in thousands):


		Six Months Ended October 31,					Three Months Ended July 31,
		2022		2021			2023		2022
Restricted Stock:	Restricted Stock:					Restricted Stock:
Awards granted (shares)	Awards granted (shares)	539		455		Awards granted (shares)	789		494
Weighted average fair value of grant	Weighted 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 ~~six~~three months ended ~~October~~July 31, ~~2022~~2023 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 ~~six~~three months ended ~~October~~July 31, ~~2022~~2023 and ~~2021~~2022 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,
		2022			2021				2023			2022
Weighted average fair value of options on grant date	Weighted 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)	5.9			6.3			Expected life of options (years)	6.3			5.9
Risk-free interest rate	Risk-free interest rate	0.5		%	1.1		%	Risk-free interest rate	3.9		%	0.5		%
Expected volatility	Expected volatility	31.2		%	30.7		%	Expected volatility	33.5		%	31.2		%
Expected dividend yield	Expected dividend yield	3.0		%	2.4		%	Expected dividend yield	4.3		%	3.0		%
Fair value of common stock on grant date	Fair 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 grant	Exercise price of stock option grant	$	45.99		$	62.36		Exercise price of stock option grant	$	32.68		$	45.99

INDEX

Note 7 — Accumulated Other Comprehensive Loss

Changes in Accumulated other comprehensive loss by component, net of tax, for the three ~~and six~~ months ended ~~October~~July 31, ~~2022~~2023 and ~~2021~~2022 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 reclassifications	11,174		(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, 2022										Balance at April 30, 2022	$	(329,566)	$	(182,226)	$	3,646	$	(508,146)
Other comprehensive (loss) income before reclassifications	Other 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 loss	Amounts 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) income	Total 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, 2022										Balance at July 31, 2022	$	(349,346)	$	(177,145)	$	3,202	$	(523,289)

During the three ~~and six~~ months ended ~~October~~July 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.~~

~~INDEX~~

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 ~~earnings~~loss per share follows (shares in thousands):

Three Months Ended
October 31, Six Months Ended
October 31,
2022 2021 2022 2021
Weighted average shares outstanding 55,622 55,806 55,679 55,833
Shares used for basic earnings per share 55,622 55,806 55,679 55,833
Dilutive effect of unvested restricted stock units and other stock awards 573 582 647 644
Shares used for diluted earnings per share 56,195 56,388 56,326 56,477
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 above 523 1,074 491 1,006


	Three Months Ended July 31,
	2023	2022
Weighted average shares outstanding	55,270	55,736
Shares used for basic loss per share	55,270	55,736
Dilutive effect of unvested restricted stock units and other stock awards	—	—
Shares used for diluted loss per share	55,270	55,736
Antidilutive options to purchase Class A common shares, restricted shares, and contingently issuable restricted stock which are excluded from the table above	999	1,211

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.

2019

INDEX

Note 9 — Restructuring and Related Charges ~~(Credits)~~

~~Fiscal Year 2023~~Global 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, ~~(Fiscal~~which 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 for~~to include those actions that will focus Wiley on its leading global position in the ~~elimination~~development 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
		2022		2022					2023		2022
Charges by Segment:	Charges by Segment:							Charges by Segment:
Research	Research	$	1,179	$	1,260	$	1,260	Research	$	1,947	$	81	$	4,360
Academic & Professional Learning		3,325		9,239		9,239
Education Services		504		1,334		1,334
Learning								Learning	218		3,131		8,022
Held for Sale or Sold								Held for Sale or Sold	2,623		3,613		8,409
Corporate Expenses	Corporate Expenses	8,673		23,589		23,589		Corporate Expenses	6,992		14,916		39,871
Total Restructuring and Related Charges	Total 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 benefits	Severance 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 equipment	Impairment of operating lease ROU assets and property and equipment	6,590		12,696		12,696		Impairment of operating lease ROU assets and property and equipment	1,575		6,106		14,271
Acceleration of expense related to operating lease ROU assets and property and equipment	Acceleration 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 equipment	364		1,840		2,504
Facility related charges, net	Facility related charges, net	999		2,697		2,697		Facility related charges, net	829		1,698		4,979
Consulting costs	Consulting costs	430		430		430		Consulting costs	1,823		—		4,108
Other activities	Other activities	195		195		195		Other activities	1,245		—		3,029
Total Restructuring and Related Charges	Total 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 charge~~The 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, which~~respectively, 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.

•

~~Acceleration~~The acceleration of expense of $0.4 million and $1.8 million ~~which~~for 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.

INDEX

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.

~~INDEX~~

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 ~~October~~July 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 ~~October~~July 31, ~~2022.~~2023, respectively.

The following table summarizes the activity for the ~~Fiscal Year 2023~~Global Restructuring Program liability for the ~~six~~three months ended ~~October~~July 31, ~~2022:~~2023:


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

~~The~~Approximately $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 ~~liability~~liabilities 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
2022 2021 2022 2021
Charges (Credits) by Segment:
Research $ — $ 22 $ — $ 238 $ 3,882
Academic & Professional Learning 114 (465) (10) (294) 13,240
Education Services 2 6 5 (28) 4,318
Corporate Expenses 159 (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, net 148 623 962 961 10,481
Other activities — — — — 1,740
Total Restructuring and Related Charges (Credits) $ 275 $ (1,333) $ 975 $ (1,609) $ 65,810

~~INDEX~~

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, 2022 Charges
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 costs~~liabilities on our Unaudited Condensed Consolidated Statement of Financial Position ~~as of October 31, 2022.~~.

2321

INDEX

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:

•~~Research~~INDEX

•~~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,
		2022		2021		2022		2021			2023		2022
Revenue:	Revenue:									Revenue:
Research (1)		$	271,359	$	275,154	$	546,272	$	549,910
Academic & Professional Learning		152,641		176,529		285,600		315,793
Education Services		90,836		81,320		170,533		155,688
Research										Research	$	257,804	$	274,913
Learning										Learning	109,320		119,647
Held for Sale or Sold										Held for Sale or Sold	83,889		93,009
Total revenue	Total 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 Learning		33,850		40,606		35,225		48,929
Education Services (2)		6,588		727		(5,154)		(1,134)
Research										Research	$	53,527	$	69,104
Learning										Learning	7,626		3,741
Held for Sale or Sold										Held for Sale or Sold	3,084		(14,108)
Total adjusted contribution to profit	Total adjusted contribution to profit	114,896		118,386		173,633		203,872		Total adjusted contribution to profit	64,237		58,737
Adjusted corporate contribution to profit	Adjusted 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 income	Total 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 Learning		16,152		18,148		32,684		36,512
Education Services (2)		8,975		8,813		22,765		17,116
Research										Research	$	23,212	$	23,801
Learning										Learning	13,552		14,055
Held for Sale or Sold (2)										Held for Sale or Sold (2)	3,437		16,267
Total depreciation and amortization	Total depreciation and amortization	48,511		50,425		102,634		100,854		Total depreciation and amortization	40,201		54,123
Corporate depreciation and amortization	Corporate depreciation and amortization	3,910		4,130		8,066		8,267		Corporate depreciation and amortization	3,527		4,156
Total depreciation and amortization	Total 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 Services~~Held 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 Services~~Held for Sale or Sold Adjusted contribution to profit. In addition, it was included in Depreciation and amortization in the table above for segment reporting.

2423

INDEX

The following table shows a reconciliation of our consolidated US GAAP Operating ~~Income~~Loss to Non-GAAP Adjusted Operating Income:


		Three Months Ended October 31,				Six Months Ended October 31,					Three Months Ended July 31,
		2022		2021		2022		2021			2023		2022
US GAAP Operating Income		$	57,439	$	73,888	$	40,474	$	114,856
US GAAP Operating Loss										US 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 Income	Non-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 ~~October~~July 31, ~~2022~~2023 and ~~2021.~~2022.

Note 11 — Inventories

Inventories, net consisted of the following:


		October 31, 2022		April 30, 2022			July 31, 2023		April 30, 2023
Finished goods	Finished goods	$	30,245	$	31,270	Finished goods	$	28,178	$	29,339
Work-in-process	Work-in-process	1,182		1,729		Work-in-process	991		1,031
Paper and other materials	Paper and other materials	182		275		Paper and other materials	300		248
Total inventories before estimated sales returns and LIFO reserve	Total 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 returns	Inventory value of estimated sales returns	7,347		7,820		Inventory value of estimated sales returns	7,628		6,923
LIFO reserve	LIFO reserve	(4,509)		(4,509)		LIFO reserve	(6,808)		(6,808)
Inventories, net	Inventories, net	$	34,447	$	36,585	Inventories, net	$	30,289	$	30,733

INDEX

Note 12 — Goodwill and Intangible Assets

Goodwill

The following table summarizes the activity in goodwill by segment as of ~~October~~July 31, ~~2022:~~2023:

April 30, 2022 Foreign Translation Adjustment October 31, 2022
Research (1)
$ 610,416 $ (26,417) $ 583,999
Academic & Professional Learning 498,136 (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)		Impairment		Foreign Translation Adjustment		July 31, 2023
Research	$	609,729	$	—	$	9,393	$	619,122
Learning	486,025		—		(2,648)		483,377
Total excluding Held for Sale or Sold segment	1,095,754		—		6,745		1,102,499
Held for Sale or Sold	108,296		(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 Services~~Held for Sale or Sold goodwill balance as of April 30, ~~2022~~2023 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.

INDEX

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, 2022		April 30, 2022 ⁽¹⁾			July 31, 2023		April 30, 2023 ⁽¹⁾
Intangible assets with definite lives, net:	Intangible assets with definite lives, net:					Intangible assets with definite lives, net:
Content and publishing rights	Content and publishing rights	$	462,238	$	499,937	Content and publishing rights	$	457,827	$	462,463
Customer relationships	Customer relationships	226,841		242,058		Customer relationships	46,185		217,346
Developed technology	Developed technology	47,991		54,721		Developed technology	24,625		45,500
Brands and trademarks (2)		9,731		16,021
Brands and trademarks						Brands and trademarks	6,513		7,281
Covenants not to compete	Covenants not to compete	346		393		Covenants not to compete	56		300
Total intangible assets with definite lives, net	Total intangible assets with definite lives, net	747,147		813,130		Total intangible assets with definite lives, net	535,206		732,890
Intangible assets with indefinite lives:	Intangible assets with indefinite lives:					Intangible assets with indefinite lives:
Brands and trademarks	Brands and trademarks	37,000		37,000		Brands and trademarks	37,000		37,000
Publishing rights	Publishing rights	76,429		81,299		Publishing rights	84,887		84,904
Total intangible assets with indefinite lives	Total intangible assets with indefinite lives	113,429		118,299		Total intangible assets with indefinite lives	121,887		121,904
Total intangible assets, net	Total intangible assets, net	$	860,576	$	931,429	Total intangible assets, net	$	657,093	$	854,794


(1)			The developed technology balance as of April 30, ~~2022~~2023 is presented net of accumulated impairments and write-offs of $2.8 million. The indefinite-lived brands and trademarks balance as of April 30, ~~2022~~2023 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.

INDEX

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 ~~October~~July 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 ~~October~~July 31, ~~2021, respectively.~~2022.

The effective tax rate for the three months ended ~~October~~July 31, ~~2022,~~2023, was ~~equal to~~lower than the US statutory rate ~~after taking into account~~primarily due to the ~~geographic mix~~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.

The effective tax rate for the ~~six~~three months ended ~~October~~July 31, ~~2022~~2023, was lower than the ~~US statutory~~effective tax rate for the three months ended July 31, 2022, primarily due to the same factors described above.

The ~~rate for~~impairment 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 increase~~segment realignment described in ~~the UK statutory rate announced during the first three months of fiscal 2022~~Note 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 ~~$20.7~~tax benefit of $2.7 million ~~non-cash deferred~~and 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.

~~INDEX~~

Note 14 — Retirement Plans

The components of net pension ~~income~~expense (income) for our defined benefit plans were as follows:


		Three Months Ended October 31,				Six Months Ended October 31,					Three Months Ended July 31,
		2022		2021		2022		2021			2023		2022
Service cost	Service cost	$	192	$	300	$	392	$	607	Service cost	$	134	$	200
Interest cost	Interest cost	5,994		5,178		12,183		10,401		Interest cost	6,947		6,189
Expected return on plan assets	Expected 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 cost	Amortization of prior service cost	(24)		(22)		(47)		(44)		Amortization of prior service cost	(23)		(23)
Amortization of net actuarial loss	Amortization of net actuarial loss	1,467		1,877		2,991		3,774		Amortization of net actuarial loss	2,026		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 ~~income~~expense (income) is reflected in Operating and administrative expenses on our Unaudited Condensed Consolidated Statements of Net ~~Income.~~Loss. The other components of net pension ~~income~~expense (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 ~~October~~July 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 ~~October~~July 31, ~~2022, respectively,~~2023 and ~~$6.5 million and $15.6 million for the three and six months ended October 31, 2021,~~2022, respectively.

INDEX

Note 15 — Debt and Available Credit Facilities

Our total debt outstanding consisted of the amounts set forth in the following table:


		October 31, 2022		April 30, 2022			July 31, 2023		April 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 RCA		786,758		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 CA						Revolving credit facility - Amended and Restated CA	700,370		551,535
Total long-term debt, less current portion	Total long-term debt, less current portion	978,683		768,277		Total long-term debt, less current portion	890,917		743,292

Total debt	Total 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 ~~October~~July 31, ~~2022~~2023 and ~~$0.3~~$0.7 million as of April 30, ~~2022.~~2023.

~~INDEX~~

Amended and Restated ~~RCA~~CA

On ~~May~~November 30, ~~2019,~~2022, we entered into ~~a credit agreement that amended~~the second amendment to the Third Amended and ~~restated our existing revolving credit agreement, which was then amended on December 22, 2021 as described below~~Restated Credit Agreement (collectively, the Amended and Restated ~~RCA)~~CA). The Amended and Restated ~~RCA provides~~CA 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, ~~and~~which 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 Offered~~US 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 ~~Eurocurrency~~Daily 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 facility~~Amended 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 ~~RCA~~CA 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 ~~October~~July 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.

INDEX

The amortization expense of the costs incurred related to the Amended and Restated ~~RCA~~CA related to the lender and non-lender fees is recognized over ~~the~~a five-year term ~~of the Amended~~for 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 ~~October~~July 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 ~~October~~July 31, ~~2022,~~2023, we had approximately ~~$464.2~~$600.6 million of unused borrowing capacity under our Amended and Restated ~~RCA~~CA and other facilities.

The weighted average interest rates on total debt outstanding during the three ~~and six~~ months ended ~~October~~July 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 ~~October~~July 31, ~~2022~~2023 and April 30, ~~2022,~~2023, the weighted average interest rates for total debt were ~~3.99%~~5.48% and ~~2.55%~~4.76%, respectively.

INDEX

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 ~~October~~July 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.

~~INDEX~~

~~We had outstanding~~The 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 for~~swaps 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 into	Nature of Swap	July 31, 2023		April 30, 2023		Fixed Interest Rate		Variable Interest Rate
Amended and Restated CA	March 15, 2023	Pay 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 CA	March 14, 2023	Pay fixed/receive variable	50,000		50,000		4.053	%	1-month SOFR reset every month for a 3-year period ending March 15, 2026
Amended and Restated CA	March 13, 2023	Pay fixed/receive variable	50,000		50,000		3.720	%	1-month SOFR reset every month for a 3-year period ending March 15, 2026
Amended and Restated CA	December 13, 2022	Pay fixed/receive variable	50,000		50,000		3.772	%	1-month SOFR reset every month for a 3-year period ending December 15, 2025
Amended and Restated CA	June 16, 2022	Pay fixed/receive variable	100,000		100,000		3.467	%	1-month SOFR reset every month for a 2-year period ending May 15, 2024
Amended and Restated CA	April 6, 2022	Pay fixed/receive variable	100,000		100,000		2.588	%	1-month SOFR reset every month for a 2-year period ending April 15, 2024
Amended and Restated CA	April 12, 2021	Pay fixed/receive variable	100,000		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 ~~October~~July 31, ~~2022~~2023 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 ~~October~~July 31, ~~2022~~2023 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, ~~2022~~2023 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, ~~2022~~2023 was recorded within Other ~~accrued~~long-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.

INDEX

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 $0.3 million, respectively. The pretax~~ (losses) that were reclassified from Accumulated other comprehensive loss into Interest expense for the three ~~and six~~ months ended ~~October~~July 31, ~~2021~~2023 and 2022 were ~~$(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 ~~Income~~Loss 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 ~~October~~July 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 ~~six~~three months ended ~~October~~July 31, ~~2022~~2023 and ~~2021.~~2022.

2931

INDEX

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,
		2022		2021		2022		2021			2023		2022
Shares repurchased - Class A	Shares repurchased - Class A	170		183		382		312		Shares repurchased - Class A	301		212
Shares repurchased - Class B	Shares repurchased - Class B	—		—		—		1		Shares repurchased - Class B	—		—
Average Price - Class A and Class B	Average 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 ~~six~~three months ended ~~October~~July 31, ~~2022:~~2023:

Date of Declaration by
Board of Directors

Quarterly Cash Dividend

Total Dividend

Class of Common Stock

Dividend Paid Date

Shareholders of
Record as of Date

June ~~22, 2022~~26, 2023

$~~0.3475~~0.3500 per common share

$19.4 million

Class A and Class B

July 20, ~~2022~~2023

July 6, ~~2022~~

~~September 29, 2022~~

~~$0.3475 per common share~~

~~$19.3 million~~

~~Class A and Class B~~

~~October 26, 2022~~

~~October 11, 2022~~2023

INDEX

Changes in Common Stock

The following is a summary of changes during the ~~six~~three months ended ~~October~~July 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:	2022	2021	Changes in Common Stock A:	2023	2022
Number of shares, beginning of year		70,226	70,208
Common stock class conversions		2	3
Number of shares issued, beginning of year				Number of shares issued, beginning of year	70,231	70,226
Number of shares issued, end of period	Number of shares issued, end of period	70,228	70,211	Number of shares issued, end of period	70,231	70,226

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 year	Number of shares held, beginning of year	23,515	23,419	Number of shares held, beginning of year	23,983	23,515
Purchases of treasury shares	Purchases of treasury shares	382	312	Purchases of treasury shares	301	212
Restricted shares issued under stock-based compensation plans – non-PSU Awards	Restricted 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 Awards	Restricted 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 taxes	Shares withheld for taxes	100	93	Shares withheld for taxes	126	98
Number of shares held, end of period	Number of shares held, end of period	23,719	23,561	Number of shares held, end of period	24,049	23,557
Number of Common Stock A outstanding, end of period	Number of Common Stock A outstanding, end of period	46,509	46,650	Number of Common Stock A outstanding, end of period	46,182	46,669

~~INDEX~~


Changes in Common Stock B:	Changes in Common Stock B:	2022	2021	Changes in Common Stock B:	2023	2022
Number of shares, beginning of year		12,956	12,974
Common stock class conversions		(2)	(3)
Number of shares issued, beginning of year				Number of shares issued, beginning of year	12,951	12,956
Number of shares issued, end of period	Number of shares issued, end of period	12,954	12,971	Number of shares issued, end of period	12,951	12,956

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 year	Number of shares held, beginning of year	3,924	3,922	Number of shares held, beginning of year	3,925	3,924
Purchase of treasury shares		—	1
Number of shares held, end of period	Number of shares held, end of period	3,924	3,923	Number of shares held, end of period	3,925	3,924
Number of Common Stock B outstanding, end of period	Number of Common Stock B outstanding, end of period	9,030	9,048	Number of Common Stock B outstanding, end of period	9,026	9,032

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 ~~October~~July 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 customers~~diligent in collecting and remitting such taxes, there is uncertainty as to ~~drive impact~~the appropriate tax treatment of digital goods and ~~improve efficiency. Our new segment reporting structure~~services 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 included~~services, 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 included~~accompanying 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 comprised~~future, 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 of~~period 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.

3133

INDEX

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 ~~2022~~2023 Form 10-K and our Consolidated Financial Statements and related notes set forth in Item 8 of Part II of our ~~2022~~2023 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 fueled~~serves the world’s ~~knowledge ecosystem. Today, our high-impact content, platforms, and services help~~ researchers, learners, ~~institutions,~~innovators, and ~~corporations~~leaders, 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.

~~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 allocated~~reported 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 ~~Learning~~reporting lines and consists of publishing and related knowledge solutions;

•~~Education~~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.

Through the Research segment, we provide peer-reviewed ~~STM~~scientific, 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 Publishing~~scientific, professional, and ~~Professional Learning content~~education 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 institutions~~researchers, 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 ~~accelerating~~solid 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. Research~~the 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. ~~Education~~Learning 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.

INDEX

RESULTS OF OPERATIONS – THREE MONTHS ENDED ~~OCTOBER~~JULY 31, ~~2022~~2023

~~SECOND~~FIRST QUARTER ~~SUMMARY:~~SUMMARY

•US GAAP Results: Consolidated Revenue of ~~$514.8~~$451.0 million ~~(-3%~~(-7%, compared with the prior year), Operating ~~Income~~Loss of ~~$57.4~~$16.4 million ~~(-22%~~(4%, compared with the prior year), and Diluted ~~EPS~~Loss 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): ~~Consolidated~~Adjusted 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.

•~~Fiscal~~In 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 ~~lowering~~rightsizing its cost structure to reflect smaller revenue ~~outlook at constant currency due to consumer spending~~base 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.

32•The 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 ~~October~~July 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 ~~contributions~~revenues from ~~acquisitions, revenue~~the 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,
	2023		2022
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 ~~October~~July 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% as~~decreased 10% compared with the prior year. This ~~increase~~ was primarily due to ~~higher~~lower employee costs related to ~~support~~ the ~~growth~~University Services and Wiley Edge business and marketing costs for the University Services business, both in ~~Talent Development Services within~~ the ~~Education Services~~Held 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, and~~cost of sales decreased 5% on a ~~decrease in student acquisition costs in Education Services.~~constant currency basis.

INDEX

Operating and Administrative Expenses:

Operating and administrative expenses for the three months ended ~~October~~July 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 technology~~lower employee costs associated with recent restructuring actions. Excluding operating and ~~travel~~administrative expenses from the Held for Sale or Sold segment, operating and ~~entertainment costs due~~administrative 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 ~~resumption~~realignment, 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.~~

~~For~~In the three months ended ~~October~~July 31, ~~2022,~~2023, we ~~recorded pretax restructuring charges~~expanded the scope of ~~$13.7 million related~~the 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 lease~~include 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 Restructuring~~Consulting and other costs of $0.6 million; and~~

• Program, we are further reducing ~~Ongoing facility-related costs with previously vacated properties that resulted~~our 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 ~~estimated~~of 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 ~~these~~the 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.

~~INDEX~~

For the impact of our restructuring ~~programs~~program on diluted ~~earnings~~loss per share, see the section below, “Diluted Earnings Loss per Share (EPS).”

INDEX

Amortization of Intangible Assets:

Amortization of intangible assets was ~~$20.1~~$15.6 million for the three months ended ~~October~~July 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 income~~Our operating loss was $16.4 million for the three months ended ~~October~~July 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 increase~~a decrease in ~~restructuring charges~~operating and administrative expenses, lower costs of sales and, to a lesser extent, ~~an increase~~a decrease in ~~cost~~restructuring charges and the amortization of ~~sales and~~ ~~operating and administrative expenses, partially~~intangible assets as described above, mostly offset by ~~higher~~a 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 increase~~lower 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 ~~Income~~Loss to Non-GAAP Adjusted OI:

Three Months Ended
October 31,
2022 2021
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,
2022 2021
Net Income $ 38,193 $ 55,967
Interest expense 9,332 4,997
Provision for income taxes 10,137 14,648
Depreciation and amortization 52,421 54,555
Non-GAAP EBITDA 110,083 130,167
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), net 255 (3,150)
Non-GAAP Adjusted EBITDA $ 123,816 $ 127,110

~~INDEX~~

~~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,
2022 2021
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 transactions 2,654 567
Amortization of acquired intangible assets 21,185 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,
2022 2021
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 transactions 694 120
Amortization of acquired intangible assets 4,388 5,420
Loss on sale of certain assets — 14
Non-GAAP Adjusted Income Tax Provision $ 18,641 $ 19,925
US GAAP Effective Tax Rate 21.0 % 20.7 %
Non-GAAP Adjusted Effective Tax Rate 21.6 % 21.5 %


	Three Months Ended July 31,
	2023		2022
US GAAP Operating Loss	$	(16,355)	$	(16,965)
Adjustments:
Restructuring and related charges	12,123		22,441
Impairment of goodwill	26,695		—
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.~~

~~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,
2022 2021
US GAAP EPS $ 0.68 $ 0.99
Adjustments:
Restructuring and related charges (credits) 0.19 (0.02)
Foreign exchange losses on intercompany transactions 0.03 0.01
Amortization of acquired intangible assets 0.30 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.

~~INDEX~~

~~SEGMENT OPERATING RESULTS~~

Three Months Ended
October 31, % Change
Favorable
(Unfavorable)
Constant Currency
% Change
Favorable
(Unfavorable)
RESEARCH: 2022 2021
Revenue:
Research Publishing (1)
$ 232,641 $ 238,853 (3) % 2 %
Research Solutions (1)
38,718 36,301 7 % 11 %
Total Research Revenue 271,359 275,154 (1) % 3 %
Cost of Sales 71,033 73,700 4 % (5) %
Operating Expenses 114,252 112,729 (1) % (8) %
Amortization of Intangible Assets 11,616 11,672 — % (6) %
Restructuring Charges (see Note 9) 1,179 22 # #
Contribution to Profit 73,279 77,031 (5) % (8) %
Restructuring Charges (see Note 9) 1,179 22 # #
Adjusted Contribution to Profit 74,458 77,053 (3) % (7) %
Depreciation and amortization 23,384 23,464 — % (4) %
Adjusted EBITDA $ 97,842 $ 100,517 (3) % (4) %
Adjusted EBITDA Margin 36.1% 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.

~~INDEX~~

~~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: 2022 2021
Revenue:
Education Publishing $ 86,200 $ 98,581 (13) % (10) %
Professional Learning 66,441 77,948 (15) % (11) %
Total Academic & Professional Learning 152,641 176,529 (14) % (10) %
Cost of Sales 38,302 45,842 16 % 13 %
Operating Expenses 77,892 86,473 10 % 6 %
Amortization of Intangible Assets 2,597 3,608 28 % 26 %
Restructuring Charges (Credits) (see Note 9) 3,439 (465) # #
Contribution to Profit 30,411 41,071 (26) % (24) %
Restructuring Charges (Credits) (see Note 9) 3,439 (465) # #
Adjusted Contribution to Profit 33,850 40,606 (17) % (15) %
Depreciation and amortization 16,152 18,148 11 % 7 %
Adjusted EBITDA $ 50,002 $ 58,754 (15) % (12) %
Adjusted EBITDA Margin 32.8% 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.

~~INDEX~~

Three Months Ended
October 31,
% Change
Favorable
(Unfavorable)
Constant Currency
% Change
Favorable
(Unfavorable)
EDUCATION SERVICES: 2022 2021
Revenue:
University Services (1)
$ 57,759 $ 58,630 (1) % (1) %
Talent Development Services (1)
33,077 22,690 46 % 61 %
Total Education Services Revenue 90,836 81,320 12 % 17 %
Cost of Sales 60,967 55,241 (10) % (15) %
Operating Expenses 17,384 19,157 9 % 5 %
Amortization of Intangible Assets 5,897 6,195 5 % 4 %
Restructuring Charges (see Note 9) 506 6 # #
Contribution to Profit 6,082 721 # #
Restructuring Charges (see Note 9) 506 6 # #
Adjusted Contribution to Profit 6,588 727 # #
Depreciation and amortization 8,975 8,813 (2) % (3) %
Adjusted EBITDA $ 15,563 $ 9,540 63 % 69 %
Adjusted EBITDA Margin 17.1% 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.

~~INDEX~~

~~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.~~

~~INDEX~~

~~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,
2022 2021
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

~~INDEX~~


~~(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.

INDEX

Adjusted EBITDA

Below is a reconciliation of our consolidated US GAAP Net ~~Income~~Loss to Non-GAAP EBITDA and Adjusted EBITDA:

Six Months Ended
October 31,
2022 2021
Net Income $ 20,358 $ 69,797
Interest expense 15,664 9,636
Provision for income taxes 4,585 44,820
Depreciation and amortization 110,700 109,121
Non-GAAP EBITDA 151,307 233,374
Restructuring and related charges (credits) 36,397 (1,609)
Foreign exchange transaction losses 138 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,
	2023		2022
Net Loss	$	(92,264)	$	(17,835)
Interest expense	11,334		6,332
Benefit for income taxes	(14,459)		(5,552)
Depreciation and amortization	43,728		58,279
Non-GAAP EBITDA	(51,661)		41,224
Impairment of goodwill	26,695		—
Restructuring and related charges	12,123		22,441
Foreign exchange losses, including the write off of certain cumulative translation adjustments	1,620		616
Impairment charge related to assets held-for-sale and loss on sale of a business	75,929		—
Other expense (income), net	1,485		(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 ~~six~~three months ended ~~October~~July 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 $0.1~~of $1.6 million for the ~~six~~three months ended ~~October~~July 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 party~~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. 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 $1.0~~of $0.6 million for the ~~six~~three months ended ~~October~~July 31, ~~2021, and~~2022 were primarily due to losses on our ~~foreign currency denominated~~intercompany 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.

~~Gain~~Impairment Charge Related to Assets Held-For-Sale and Loss on Sale of ~~Certain Assets:~~a Business:

~~The gain~~As 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 assets~~a business is due to the sale of our ~~world languages product portfolio which was included~~Tuition Manager business previously in our ~~Academic & Professional Learning~~Held for Sale or Sold segment, ~~and~~which resulted in a pretax ~~gain~~loss of approximately ~~$3.7 million during the~~ ~~six~~ ~~months ended October 31, 2021.~~$2.0 million.

4238

INDEX

~~Provision~~Benefit for Income Taxes:

Below is a reconciliation of our US GAAP ~~Income~~Loss Before Taxes to Non-GAAP Adjusted Income Before Taxes:

Six Months Ended
October 31,
2022 2021
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 transactions 3,320 (228)
Amortization of acquired intangible assets 47,570 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,
	2023		2022
US GAAP Loss Before Taxes	$	(106,723)	$	(23,387)
Pretax Impact of Adjustments:
Impairment of goodwill	26,695		—
Restructuring and related charges	12,123		22,441
Foreign exchange (gains) losses on intercompany transactions, including the write off of certain cumulative translation adjustments	(6)		666
Amortization of acquired intangible assets	16,668		26,385
Impairment charge related to assets held-for-sale and loss on sale of a business	75,929		—
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 ~~Provision~~Benefit 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,
2022 2021
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 transactions 869 19
Amortization of acquired intangible assets 10,220 10,263
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 Rate 18.4 % 39.1 %
Non-GAAP Adjusted Effective Tax Rate 21.9 % 21.6 %


	Three Months Ended July 31,
	2023			2022
US GAAP Income Tax Benefit	$	(14,459)		$	(5,552)
Income Tax Impact of Adjustments (1):
Impairment of goodwill	2,697			—
Restructuring and related charges	2,936			5,517
Foreign exchange (gains) losses on intercompany transactions, including the write off of certain cumulative translation adjustments	(34)			175
Amortization of acquired intangible assets	3,873			5,832
Impairment charge related to assets held-for-sale and loss on sale of a business	10,660			—
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 Rate	13.5		%	23.7		%
Non-GAAP Adjusted Effective Tax Rate	23.8		%	22.4		%


(1)			For the ~~six~~three months ended ~~October~~July 31, ~~2022~~2023 and ~~2021,~~2022, substantially all of the tax impact was from deferred taxes.
(2)			~~These adjustments impacted deferred taxes in~~Our Adjusted Income Tax Provision excludes the ~~six months ended October 31, 2021.~~Adjusted Tax (Provision) Benefit of our Held for Sale or Sold segment.

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~~effective tax rate for the ~~six~~three months ended ~~October~~July 31, ~~2022,~~2023, was ~~18.4%~~13.5% compared to ~~39.1%~~23.7% for the ~~six~~three months ended ~~October~~July 31, ~~2021.~~2022. The US GAAP ~~Effective Tax Rate~~effective tax rate for the ~~six~~three months ended ~~October~~July 31, ~~2022,~~2023, was ~~less~~lower than the US ~~statutory~~GAAP effective tax rate ~~after taking into account~~for the ~~geographic mix~~three 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 ~~impact~~benefit 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 Rate~~adjusted effective tax rate was ~~21.9%~~23.8% for the ~~six~~three months ended ~~October~~July 31, ~~2022,~~2023, compared to ~~21.6%~~22.4% for the ~~six~~three months ended ~~October~~July 31, ~~2021.~~2022. The increase in the Non-GAAP ~~Adjusted Effective Tax Rate~~adjusted effective tax rate for the ~~six~~three months ended ~~October~~July 31, ~~2022,~~2023, compared with the prior year isended July 31, 2022, was primarily due to the ~~geographic~~ mix of ~~earnings and~~non-US income offset by tax incentives in the ~~impact of US state taxes.~~

~~INDEX~~

US.

Diluted ~~Earnings~~Loss per Share (EPS):

~~EPS~~Diluted loss per share for the ~~six~~three months ended ~~October~~July 31, ~~2022~~2023 was ~~$0.36~~$1.67 per share compared with ~~$1.24~~a loss of $0.32 per share for the ~~six~~three months ended ~~October~~July 31, ~~2021~~.2022. This decrease was primarily due to ~~lower operating income~~the 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, higher~~extent. an increase in interest ~~expense, lower pension~~expense. This was partially offset by an increase in income ~~and the gain on sale of certain assets~~tax 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 ~~EPS~~Loss 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,
2022 2021
US GAAP EPS $ 0.36 $ 1.24
Adjustments:
Restructuring and related charges (credits) 0.49 (0.02)
Foreign exchange losses on intercompany transactions 0.04 —
Amortization of acquired intangible assets 0.67 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,
	2023		2022
US GAAP Loss Per Share	$	(1.67)	$	(0.32)
Adjustments:
Impairment of goodwill	0.43		—
Restructuring and related charges	0.16		0.30
Foreign exchange (gains) losses on intercompany transactions, including the write off of certain cumulative translation adjustments	—		0.01
Amortization of acquired intangible assets	0.23		0.36
Impairment charge related to assets held-for-sale and loss on sale of a business	1.17		—
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 in~~higher interest expense, and a decrease in Adjusted Operating Income, partially offset by lower ~~pension income.~~

Adjusted income tax provision.

4440

INDEX

SEGMENT OPERATING RESULTS

Six Months Ended
October 31, % Change
Favorable
(Unfavorable)
Constant Currency
% Change
Favorable
(Unfavorable)
RESEARCH: 2022 2021
Revenue:
Research Publishing (1)
$ 472,164 $ 482,137 (2) % 2 %
Research Solutions (1)
74,108 67,773 9 % 14 %
Total Research Revenue 546,272 549,910 (1) % 3 %
Cost of Sales 142,302 146,332 3 % (5) %
Operating Expenses 236,971 223,924 (6) % (12) %
Amortization of Intangible Assets 23,437 23,577 1 % (5) %
Restructuring Charges (see Note 9) 1,260 238 # #
Contribution to Profit 142,302 155,839 (9) % (11) %
Restructuring Charges (see Note 9) 1,260 238 # #
Adjusted Contribution to Profit 143,562 156,077 (8) % (10) %
Depreciation and amortization 47,185 47,226 — % (3) %
Adjusted EBITDA $ 190,747 $ 203,303 (6) % (7) %
Adjusted EBITDA Margin 34.9 % 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.

~~INDEX~~

~~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.~~


RESEARCH												RESEARCH	Three 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)			2023			2022
ACADEMIC & PROFESSIONAL LEARNING:		2022			2021
Revenue:	Revenue:														Revenue:
Education Publishing		$	149,256		$	164,961		(10)	%	(6)	%
Professional Learning		136,344			150,832			(10)	%	(6)	%
Total Academic & Professional Learning		285,600			315,793			(10)	%	(6)	%
Research Publishing												Research Publishing	$	223,000		$	239,523	(7)	%	(8)	%
Research Solutions												Research Solutions	34,804			35,390		(2)	%	(2)	%
Total Research Revenue												Total Research Revenue	257,804			274,913		(6)	%	(7)	%

Cost of Sales	Cost of Sales	77,033			87,914			12	%	9	%	Cost of Sales	70,267			71,270		1	%	2	%
Operating Expenses	Operating Expenses	167,989			171,718			2	%	(2)	%	Operating Expenses	122,635			122,718		—	%	1	%
Amortization of Intangible Assets	Amortization of Intangible Assets	5,353			7,232			26	%	24	%	Amortization of Intangible Assets	11,375			11,821		4	%	5	%
Restructuring Charges (Credits) (see Note 9)		9,229			(294)			#		#
Restructuring Charges (see Note 9)												Restructuring Charges (see Note 9)	1,947			81		#		#

Contribution to Profit	Contribution to Profit	25,996			49,223			(47)	%	(45)	%	Contribution to Profit	51,580			69,023		(25)	%	(26)	%
Restructuring Charges (Credits) (see Note 9)		9,229			(294)			#		#
Restructuring Charges (see Note 9)												Restructuring Charges (see Note 9)	1,947			81		#		#
Adjusted Contribution to Profit	Adjusted Contribution to Profit	35,225			48,929			(28)	%	(26)	%	Adjusted Contribution to Profit	53,527			69,104		(23)	%	(23)	%
Depreciation and amortization	Depreciation and amortization	32,684			36,512			10	%	7	%	Depreciation and amortization	23,212			23,801		2	%	3	%
Adjusted EBITDA	Adjusted EBITDA	$	67,909		$	85,441		(21)	%	(18)	%	Adjusted EBITDA	$	76,739		$	92,905	(17)	%	(18)	%
Adjusted EBITDA Margin	Adjusted EBITDA Margin	23.8		%	27.1		%					Adjusted EBITDA Margin	29.8%			33.8%

# Not meaningful

Revenue:

~~Academic & Professional Learning~~Research 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 decrease~~For 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.

INDEX

Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA decreased 18% as compared with the prior year. This decrease was primarily due to ~~lower revenues~~revenue 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:	2023		2022
Revenue:
Academic	$	48,292	$	58,748	(18)	%	(18)	%
Professional	61,028		60,899		—	%	—	%
Total Learning Revenue	109,320		119,647		(9)	%	(9)	%

Cost of Sales	31,325		34,780		10	%	10	%
Operating Expenses	68,099		78,866		14	%	14	%
Amortization of Intangible Assets	2,270		2,260		—	%	—	%
Restructuring Charges (see Note 9)	218		3,131		93	%	93	%

Contribution to Profit	7,408		610		#		#
Restructuring Charges (see Note 9)	218		3,131		93	%	93	%
Adjusted Contribution to Profit	7,626		3,741		#		#
Depreciation and amortization	13,552		14,055		4	%	4	%
Adjusted EBITDA	$	21,178	$	17,796	19	%	19	%
Adjusted EBITDA Margin	19.4%		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 was~~decrease 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, lower~~decline 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.

INDEX

Six Months Ended
October 31,
% Change
Favorable
(Unfavorable)
Constant Currency
% Change
Favorable
(Unfavorable)
EDUCATION SERVICES: 2022 2021
Revenue:
University Services (1)
$ 105,570 $ 113,598 (7) % (6) %
Talent Development Services (1)
64,963 42,090 54 % 68 %
Total Education Services Revenue 170,533 155,688 10 % 14 %
Cost of Sales 124,998 106,493 (17) % (22) %
Operating Expenses 38,773 38,512 (1) % (4) %
Amortization of Intangible Assets 16,510 11,817 (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 amortization 18,171 17,116 (6) % (7) %
Adjusted EBITDA $ 13,017 $ 15,982 (19) % (14) %
Adjusted EBITDA Margin 7.6 % 10.3 %


	Three Months Ended July 31,				% Change Favorable (Unfavorable)		Constant Currency % Change Favorable (Unfavorable)
HELD FOR SALE OR SOLD:	2023		2022
Total Held for Sale or Sold Revenue	$	83,889	$	93,009	(10)	%	(10)	%

Cost of Sales	55,509		67,981		18	%	19	%
Operating Expenses	23,293		32,621		29	%	29	%
Impairment of Goodwill (see Note 12)	26,695		—		#		#
Amortization of Intangible Assets	2,003		11,109		82	%	82	%
Restructuring Charges (see Note 9)	2,623		3,492		25	%	25	%

Contribution to Profit	(26,234)		(22,194)		(18)	%	(19)	%
Restructuring Charges (see Note 9)	2,623		3,492		25	%	25	%
Impairment of Goodwill (see Note 12)	26,695		—		#		#
Accelerated Amortization of an Intangible Asset	—		4,594		#		#
Adjusted Contribution to Profit	3,084		(14,108)		#		#
Depreciation and amortization	3,437		11,673		71	%	70	%
Adjusted EBITDA	$	6,521	$	(2,435)	#		#
Adjusted EBITDA Margin	7.8%		(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 $14.8~~Revenue 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 increased~~decreased 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 ~~primarily~~due 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 ~~result~~lesser 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 costs~~lower 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 Development~~66 as of July 31, 2022 within University Services.

~~INDEX~~

CORPORATE EXPENSES:

Corporate expenses for the ~~six~~three months ended ~~October~~July 31, ~~2022 increased $27.6~~2023 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 ~~higher~~lower employee costs as a result of restructuring actions, and lower occupancy costs.

INDEX

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 ~~guidance~~fiscal 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 ~~EPS~~EPS)

~~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 - $2,215~~

~~Reduced~~

~~$2,110 - $2,150~~

~~Adjusted EBITDA~~

~~$433~~

~~$425 - $450~~

~~Reaffirmed~~

~~$425 - $450~~

~~Adjusted EPS~~

~~$4.16~~

~~$3.70 - $4.05~~

~~Reaffirmed~~

~~$3.70 - $4.05~~

~~Free Cash Flow~~

~~$223~~

~~$210 - $235~~

~~Reaffirmed~~

~~$210 - $235~~

Metric

Fiscal 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

$1,080

Flat (+3% ex-Hindawi)

Learning

$547

Down 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 on~~Wiley’s fiscal ~~2022 average rates of 1.15 euro~~year 2024 outlook (Adjusted Revenue, Adjusted EBITDA, and ~~1.36 British pound. Foreign currency impact to~~Adjusted 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 euro~~Test Prep and ~~1.16 British pound: $85 million unfavorable to revenue; immaterial to Adjusted EBITDA, Adjusted EPS, and Free Cash Flow~~Advancement Courses.

Fiscal Year 2024 Transition Year Outlook

•Adjusted Revenue ~~Outlook:~~ ~~Due~~– primarily due to the ~~market-related headwinds~~Hindawi special issues publishing pause and lower print demand in ~~Education, we are reducing our~~Academic. We continue to project Research revenue ~~guidance at constant currency from mid-single digit~~to 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 continues~~decline 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 savings~~fiscal 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 reflects~~non-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 lower~~Wiley froze its US and UK pension ~~income, our pensions have been frozen since~~programs in 2015, and they are ~~above~~approximately 90% funded.

•

Wiley is not providing a Free Cash Flow ~~Outlook:Free Cash Flow is reaffirmed in~~outlook at this time due to the ~~range~~uncertainty around both the timing of ~~$210 to $235 million. Positive cash earnings~~divestitures and ~~lower incentive payouts for fiscal year 2022 performance are expected to be offset by higher cash taxes~~the 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.

4844

INDEX

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 assurance~~next 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 in~~considers liquidity management, economic factors and tax considerations. Our cash and cash equivalents are maintained at a number of financial institutions. To mitigate the ~~global capital~~risk of uninsured balances, we select financial institutions based on their credit ratings and ~~credit markets will not impair~~financial strength, and we perform ongoing evaluations of these institutions to limit our ~~ability~~concentration 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 ~~October~~July 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, we~~We 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 ~~October~~July 31, ~~2022,~~2023, we have recorded a ~~$2.7~~deferred 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, ~~Wiley~~we entered into anthe second amendment to ~~its~~the Third Amended and Restated ~~RCA that provides for senior unsecured credit facilities comprised of (i) five-year credit commitments with~~Credit 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 ~~further~~more 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 ~~October~~July 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 ~~RCA~~CA and other facilities. Our Amended and Restated ~~RCA~~CA contains certain restrictive covenants related to our consolidated leverage ratio and interest coverage ratio, which we were in compliance with as of ~~October~~July 31, ~~2022.~~

~~INDEX~~

2023.

Analysis of Historical Cash Flows

The following table shows the changes in our Unaudited Condensed Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~October~~July 31, ~~2022~~2023 and ~~2021.~~2022.


		Six Months Ended October 31,					Three Months Ended July 31,
		2022		2021			2023		2022
Net cash used in operating activities	Net cash used in operating activities	$	(76,196)	$	(75,622)	Net cash used in operating activities	$	(82,335)	$	(89,939)
Net cash used in investing activities	Net cash used in investing activities	(48,293)		(62,571)		Net cash used in investing activities	(25,742)		(21,806)
Net cash provided by financing activities	Net cash provided by financing activities	151,603		147,046		Net cash provided by financing activities	105,814		117,989
Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash	Effect 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.

INDEX

Free Cash Flow less Product Development Spending:


		Six Months Ended October 31,					Three Months Ended July 31,
		2022		2021			2023		2022
Net cash used in operating activities	Net 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 equipment	Less: Additions to technology, property and equipment	(38,530)		(37,676)		Less: Additions to technology, property and equipment	(20,086)		(17,923)
Less: Product development spending	Less: Product development spending	(11,445)		(13,001)		Less: Product development spending	(3,747)		(5,825)
Free cash flow less product development spending	Free 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 ~~six~~three months ended ~~October~~July 31, ~~2022~~2023 compared with the ~~six~~three months ended ~~October~~July 31, ~~2021~~2022 (amounts in millions).


Net cash used in operating activities – ~~Six~~Three months ended ~~October~~July 31, ~~2021~~2022	$	~~(75.6)~~(89.9)
Net ~~income~~loss adjusted for items to reconcile net ~~income~~loss 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 liabilities	~~63.7~~24.9
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 – ~~Six~~Three months ended ~~October~~July 31, ~~2022~~2023	$	~~(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 ~~unfavorable~~favorable changes in other assets and liabilities noted in the table above was primarily due to ~~an unfavorable change~~a decrease in ~~income taxes, royalty advances and higher restructuring payments, partially offset by~~employee-related costs, including lower payments for annual incentive compensation in fiscal year ~~2023~~2024 related to the prior fiscal ~~year.~~

~~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 ~~October~~July 31, ~~2022~~2023 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 ~~October~~July 31, ~~2022~~2023 and as of April 30, ~~2022~~2023 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 ~~six~~three months ended ~~October~~July 31, ~~2022~~2023 was ~~$48.3~~$25.7 million compared to ~~$62.6~~$21.8 million in the prior year. The in~~decrease~~crease 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.

INDEX

Net Cash Provided By Financing Activities

Net cash provided by financing activities was ~~$151.6~~$105.8 million for the ~~six~~three months ended ~~October~~July 31, ~~2022~~2023 compared to ~~$147.0~~$118.0 million for the ~~six~~three months ended ~~October~~July 31, ~~2021~~2022. This de~~increase~~crease 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 increase~~decrease in net borrowings of long-term debt of ~~$0.9~~$11.4 million.

~~Dividends and Share Repurchases~~

In the ~~six~~three months ended ~~October~~July 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 ~~six~~three months ended ~~October~~July 31, ~~2022~~2023 and ~~2021~~2022 (shares in thousands):


		Six Months Ended October 31,					Three Months Ended July 31,
		2022		2021			2023		2022
Shares repurchased – Class A	Shares repurchased – Class A	382		312		Shares repurchased – Class A	301		212
Shares repurchased – Class B	Shares repurchased – Class B	—		1		Shares repurchased – Class B	—		—
Average price – Class A and Class B	Average price – Class A and Class B	$	45.84	$	55.51	Average price – Class A and Class B	$	33.25	$	47.12

5147

INDEX

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 ~~October~~July 31, ~~2022~~2023 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 ~~October~~July 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 ~~Income~~Loss 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.

5248

INDEX

The reserves are reflected in the following accounts of our Unaudited Condensed Consolidated Statements of Financial Position:


		October 31, 2022		April 30, 2022			July 31, 2023		April 30, 2023
Increase in Inventories, net	Increase in Inventories, net	$	7,347	$	7,820	Increase in Inventories, net	$	7,628	$	6,923
Decrease in Accrued royalties	Decrease in Accrued royalties	$	(3,766)	$	(3,893)	Decrease in Accrued royalties	$	(3,327)	$	(3,240)
Increase in Contract liabilities	Increase in Contract liabilities	$	28,894	$	31,135	Increase in Contract liabilities	$	25,954	$	24,582
Print book sales return reserve net liability balance	Print 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 ~~October~~July 31, ~~2022.~~2023. The top 10 book customers account for approximately 10% of total consolidated revenue and approximately ~~24%~~34% of accounts receivable at ~~October~~July 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 ~~October~~July 31, ~~2022~~2023 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 ~~October~~July 31, ~~2022.~~2023. For information regarding legal proceedings, see our Annual Report on Form 10-K for the fiscal year ended April 30, ~~2022~~2023 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 ~~October~~July 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 2022 169,538 44.24 169,538 — 180.0
October 2022 — — — — 180.0
Total 169,538 $ 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 2023	126,628	32.68		126,628	—	158.3
July 2023	174,117	33.66		174,117	—	152.5
Total	300,745	$	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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INDEX

ITEM 6. EXHIBITS


Material Contracts
10.1*			Employees' Retirement Plan of John Wiley &and Sons, Inc. ~~2022 Omnibus Stock Plan~~Effective 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.●

10.2*			Summary Plan Description Employees' Retirement Plan of John Wiley &and Sons, Inc. ~~Director Restricted Share Unit Grant Agreement.~~Effective January 1, 2023. ●

10.3*			~~John Wiley & Sons, Inc. Deferred Compensation~~Restricted Share Unit Grant Agreement Under the Executive Long-Term Incentive Plan, ~~for Directors’ 2005 & After Compensation Amended~~Under the Business Officer Equity Program, Pursuant to the 2022 Omnibus Stock Plan and ~~Restated as of September 29, 2022.~~Long-Term Incentive Plan. ●

~~10.4~~10.4*			~~The Amended and Restated Credit~~Performance Share Unit Grant Agreement ~~(incorporated by reference~~Pursuant 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
31.1*			Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*			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
32.1**			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.

32.2**			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.
104			Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*Filed herewith

** Furnished herewith

● Indicates management compensatory plan, contract, or arrangement

INDEX

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, 2022~~September 8, 2023

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