UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

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

For the quarterly period ended July 31, 2022

OR
☐
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 ☒   No ☐

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 ☒   No ☐

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 ☒
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☐
 
Emerging growth company ☐

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.   ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes ☐   No ☒

The number of shares outstanding of each of the Registrant’s classes of common stock as of August 31, 2022 were:

Class A, par value $1.00 – 46,673,476
Class B, par value $1.00 – 9,029,198



JOHN WILEY & SONS, INC. AND SUBSIDIARIES
INDEX

PART I - FINANCIAL INFORMATION

Item 1.
  
Financial Statements
    
         
     
5
         
     
6
         
     
7
         
     
8
         
     
9
         
   
Notes to Unaudited Condensed Consolidated Financial Statements
    
     
10
     
10
     
11
     
12
     
15
     
17
     
18
     
18
     
19
     
21
     
22
     
22
     
23
     
24
     
24
     
25
     
26
     
27
         
Item 2.
    
28
         
Item 3.
    
40
         
Item 4.
    
41
         
PART II - OTHER INFORMATION
    
         
Item 1.
    
42
         
Item 1A.
    
42
         
Item 2.
    
42
         
Item 6.
    
43
         
 
44
2
INDEX


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

This report contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 concerning our business, consolidated financial condition and results of operations. The Securities and Exchange Commission (SEC) encourages companies to disclose forward-looking information so that investors can better understand a company’s prospects and make informed investment decisions. Forward-looking statements are subject to risks and uncertainties, many of which are outside our control, which could cause actual results to differ materially from these statements. Therefore, you should not rely on any of these forward-looking statements. Forward-looking statements can be identified by such words as “anticipates,” “believes,” “plan,” “assumes,” “could,” “should,” “estimates,” “expects,” “intends,” “potential,” “seek,” “predict,” “may,” “will” and similar references to future periods. All statements other than statements of historical facts included in this report regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding our fiscal year 2023 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 in connection with our multiyear Business Optimization Program and our Fiscal Year 2023 Restructuring Program; (xi) the impact of COVID-19 on our operations, performance, and financial condition; 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 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;
●
Organic revenue; and
●
Results on a constant currency basis.


3
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 Contribution to Profit, Adjusted Operating Income, Adjusted Income Before Taxes, Adjusted Income Tax Provision, Adjusted Effective Tax Rate, Adjusted EBITDA, 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 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.

4
INDEX



PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
JOHN WILEY & SONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION – UNAUDITED
In thousands

  
July 31, 2022
    
April 30, 2022
  
Assets:
            
Current assets
            
Cash and cash equivalents
  
$
104,495
    
$
100,397
  
Accounts receivable, net of allowance for credit losses of $23.5 million and $21.2 million, respectively
    
281,443
      
331,960
  
Inventories, net
    
33,422
      
36,585
  
Prepaid expenses and other current assets
    
81,410
      
81,924
  
Total current assets
    
500,770
      
550,866
  
                 
Technology, property and equipment, net
    
258,454
      
271,572
  
Intangible assets, net
    
895,808
      
931,429
  
Goodwill
    
1,289,242
      
1,302,142
  
Operating lease right-of-use assets
    
103,196
      
111,719
  
Other non-current assets
    
181,838
      
193,967
  
Total assets
  
$
3,229,308
    
$
3,361,695
  
                 
                 
Liabilities and shareholders' equity:
                
Current liabilities
                
Accounts payable
  
$
56,677
    
$
77,438
  
Accrued royalties
    
93,552
      
101,596
  
Short-term portion of long-term debt
    
21,875
      
18,750
  
Contract liabilities
    
407,098
      
538,126
  
Accrued employment costs
    
80,200
      
117,121
  
Short-term portion of operating lease liabilities
    
19,788
      
20,576
  
Other accrued liabilities
    
101,554
      
95,812
  
Total current liabilities
    
780,744
      
969,419
  
                 
Long-term debt
    
917,236
      
768,277
  
Accrued pension liability
    
77,511
      
78,622
  
Deferred income tax liabilities
    
159,717
      
180,065
  
Operating lease liabilities
    
127,055
      
132,541
  
Other long-term liabilities
    
84,719
      
90,502
  
Total liabilities
    
2,146,982
      
2,219,426
  
                 
Shareholders’ equity
                
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 - 70,226 and 70,226 as of July 31, 2022 and April 30, 2022, respectively
    
70,226
      
70,226
  
Class B common stock, $1 par value per share: Authorized shares - 72 million, Issued shares - 12,956 and 12,956 as of July 31, 2022 and April 30, 2022, respectively
    
12,956
      
12,956
  
Additional paid-in-capital
    
458,578
      
459,297
  
Retained earnings
    
1,883,857
      
1,921,160
  
Accumulated other comprehensive loss, net of tax
    
(523,289
)
    
(508,146
)
Less treasury shares at cost (Class A – 23,557 and 23,515 as of July 31, 2022 and April 30, 2022, respectively; Class B – 3,924 and 3,924 as of July 31, 2022 and April 30, 2022, respectively)
    
(820,002
)
    
(813,224
)
Total shareholders’ equity
    
1,082,326
      
1,142,269
  
Total liabilities and shareholders' equity
  
$
3,229,308
    
$
3,361,695
  

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.
5




JOHN WILEY & SONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF NET (LOSS) INCOME – UNAUDITED
Dollars in thousands except per share information

  
Three Months Ended
July 31,
  
   
2022
    
2021
  
Revenue, net
  
$
487,569
    
$
488,388
  
                 
Costs and expenses
                
Cost of sales
    
174,031
      
165,956
  
Operating and administrative expenses
    
282,751
      
260,589
  
Restructuring and related charges (credits)
    
22,441
      
(276
)
Amortization of intangible assets
    
25,311
      
21,151
  
Total costs and expenses
    
504,534
      
447,420
  
                 
Operating (loss) income
    
(16,965
)
    
40,968
  
                 
Interest expense
    
(6,332
)
    
(4,639
)
Foreign exchange transaction (losses) gains
    
(616
)
    
370
  
Gain on sale of certain assets
    
—
      
3,750
  
Other income, net
    
526
      
3,553
  
                 
(Loss) income before taxes
    
(23,387
)
    
44,002
  
(Benefit) Provision for income taxes
    
(5,552
)
    
30,172
  
                 
Net (loss) income
  
$
(17,835
)
  
$
13,830
  
                 
(Loss) Earnings per share:
                
Basic
  
$
(0.32
)
  
$
0.25
  
Diluted
  
$
(0.32
)
  
$
0.24
  
                 
Weighted average number of common shares outstanding:
                
Basic
    
55,736
      
55,869
  
Diluted
    
55,736
      
56,599
  

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

6




JOHN WILEY & SONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME – UNAUDITED
Dollars in thousands

  
Three Months Ended
July 31,
  
   
2022
    
2021
  
Net (loss) income
  
$
(17,835
)
  
$
13,830
  
                 
Other comprehensive (loss) income:
                
Foreign currency translation adjustment
    
(19,780
)
    
(5,937
)
Unamortized retirement credits, net of tax (expense) of $(1,480) and $(443), respectively
    
5,081
      
1,589
  
Unrealized (loss) gain on interest rate swaps, net of tax benefit (expense) of $61 and $(173), respectively
    
(444
)
    
538
  
Total other comprehensive loss
    
(15,143
)
    
(3,810
)
                 
Comprehensive (loss) income
  
$
(32,978
)
  
$
10,020
  

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

7



JOHN WILEY & SONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – UNAUDITED
Dollars in thousands

  
Three Months Ended
July 31,
  
   
2022
    
2021
  
Operating activities
            
Net (loss) income
  
$
(17,835
)
  
$
13,830
  
Adjustments to reconcile net income to net cash used in operating activities:
                
Amortization of intangible assets
    
25,311
      
21,151
  
Amortization of product development assets
    
8,288
      
9,058
  
Depreciation and amortization of technology, property and equipment
    
24,680
      
24,357
  
Restructuring and related charges (credits)
    
22,441
      
(276
)
Stock-based compensation expense
    
7,123
      
6,341
  
Employee retirement plan expense
    
8,325
      
6,239
  
Foreign exchange transaction losses (gains)
    
616
      
(370
)
Gain on sale of certain assets
    
—
      
(3,750
)
Other noncash (credits) charges
    
(10,791
)
    
27,672
  
    Net change in operating assets and liabilities
    
(158,097
)
    
(189,026
)
Net cash used in operating activities
    
(89,939
)
    
(84,774
)
Investing activities
                
Product development spending
    
(5,825
)
    
(5,670
)
Additions to technology, property and equipment
    
(17,923
)
    
(17,910
)
Businesses acquired in purchase transactions, net of cash acquired
    
(96
)
    
(3,032
)
Proceeds related to the sale of certain assets
    
—
      
3,375
  
Acquisitions of publication rights and other
    
2,038
      
(295
)
Net cash used in investing activities
    
(21,806
)
    
(23,532
)
Financing activities
                
Repayments of long-term debt
    
(111,800
)
    
(41,300
)
Borrowings of long-term debt
    
268,673
      
184,003
  
Purchases of treasury shares
    
(10,000
)
    
(7,367
)
Change in book overdrafts
    
(4,694
)
    
(12,780
)
Cash dividends
    
(19,468
)
    
(19,307
)
Impact of tax withholding on stock-based compensation and other
    
(4,722
)
    
(4,160
)
Net cash provided by financing activities
    
117,989
      
99,089
  
Effects of exchange rate changes on cash, cash equivalents, and restricted cash
    
(1,985
)
    
(1,586
)
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/(decrease) for the period
    
4,259
      
(10,803
)
Cash and cash equivalents
    
104,495
      
82,982
  
Restricted cash included in Prepaid expenses and other current assets
    
491
      
574
  
Balance at end of period
  
$
104,986
    
$
83,556
  
Cash paid during the period for:
                
Interest
  
$
5,511
    
$
4,183
  
Income taxes, net of refunds
  
$
14,075
    
$
6,441
  

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.


8



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 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
    
—
      
—
      
(7,857
)
    
—
      
—
      
7,944
      
87
  
Impact of tax withholding on stock-based compensation and other
    
—
      
—
      
—
      
—
      
—
      
(4,722
)
    
(4,722
)
Stock-based compensation expense
    
—
      
—
      
7,138
      
—
      
—
      
—
      
7,138
  
Purchases of treasury shares
    
—
      
—
      
—
      
—
      
—
      
(10,000
)
    
(10,000
)
Class A common stock dividends ($0.3475 per share)
    
—
      
—
      
—
      
(16,330
)
    
—
      
—
      
(16,330
)
Class B common stock dividends ($0.3475 per share)
    
—
      
—
      
—
      
(3,138
)
    
—
      
—
      
(3,138
)
Comprehensive loss, net of tax
    
—
      
—
      
—
      
(17,835
)
    
(15,143
)
    
—
      
(32,978
)
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
    
—
      
—
      
(6,342
)
    
(3
)
    
—
      
6,409
      
64
  
Impact of tax withholding on stock-based compensation and other
    
—
      
—
      
310
      
—
      
—
      
(4,470
)
    
(4,160
)
Stock-based compensation expense
    
—
      
—
      
7,364
      
—
      
—
      
—
      
7,364
  
Purchases of treasury shares
    
—
      
—
      
—
      
—
      
—
      
(7,367
)
    
(7,367
)
Class A common stock dividends ($0.3450 per share)
    
—
      
—
      
—
      
(16,185
)
    
—
      
—
      
(16,185
)
Class B common stock dividends ($0.3450 per share)
    
—
      
—
      
—
      
(3,122
)
    
—
      
—
      
(3,122
)
Common stock class conversions
    
3
      
(3
)
    
—
      
—
      
—
      
—
      
—
  
Comprehensive income, net of tax
    
—
      
—
      
—
      
13,830
      
(3,810
)
    
—
      
10,020
  
Balance at July 31, 2021
  
$
70,211
    
$
12,971
    
$
445,690
    
$
1,844,578
    
$
(494,600
)
  
$
(800,945
)
  
$
1,077,905
  

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

9



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 fairly the Unaudited Condensed Consolidated Financial Condition, Results of Operations, Comprehensive Income 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 as filed with the SEC on June 24, 2022 (2022 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”. 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 on May 1, 2023, including interim periods within the fiscal year. Early adoption is permitted. 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.

10



Note 3 — Acquisitions

Pro forma financial information related to these acquisitions has not been provided as it is not material to our consolidated results of operations.

Fiscal Year 2022

XYZ Media

On December 29, 2021, 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 included in our Education Services segment results. The fair value of consideration transferred at the date of acquisition was $45.4 million which included $38.0 million of cash, and approximately 129 thousand shares of Wiley Class A common stock, or approximately $7.4 million. We financed the payment of the cash consideration with a combination of cash on hand 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 July 31, 2022 was $2.5 million and $(1.5) million, respectively.

During the three months ended July 31, 2022, no revisions were made to the allocation of the consideration transferred to the 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 million of goodwill allocated to the Education Services segment and $22.7 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 Fiscal Year 2022

On November 30, 2021, we acquired the assets of the eJournalPress 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 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 a publishing services company providing expert offerings in editorial operations, production, copyediting, system support and consulting. The results of J&J are included in our Research segment results.

We also completed the acquisition of two immaterial business included in our Research segment and the acquisition of one immaterial business in our Education Services segment.

The aggregate preliminary fair value 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 loss included in the Research segment for the three months ended July 31, 2022 related to these other acquisitions was approximately $4.6 million and $(2.3), respectively.

During the three months ended July 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.
11



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 dates.

Note 4 — Revenue Recognition, Contracts with Customers

Disaggregation of Revenue

The following table presents our revenue from contracts with customers disaggregated by segment and product type.

  
Three Months Ended
July 31,
  
   
2022
    
2021
  
Research (1):
            
Research Publishing (2)
  
$
239,523
    
$
243,284
  
Research Solutions (2)
    
35,390
      
31,472
  
Total Research
    
274,913
      
274,756
  
                 
Academic & Professional Learning:
                
Education Publishing
    
63,056
      
66,380
  
Professional Learning
    
69,903
      
72,884
  
Total Academic & Professional Learning
    
132,959
      
139,264
  
                 
Education Services:
                
University Services (3)
    
47,811
      
54,968
  
Talent Development Services (3)
    
31,886
      
19,400
  
Total Education Services
    
79,697
      
74,368
  
                 
Total Revenue
  
$
487,569
    
$
488,388
  

(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 $20.0 million for the three months ended July 31, 2021.
(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. The revenue reclassified was $0.6 million for the three months ended July 31, 2021. There were no changes to the total Education Services segment or our total consolidated financial results.

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 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 $274.9 million in the three months ended July 31, 2022.
12



We disaggregated revenue by Research Publishing and 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 $239.5 million in the three months ended July 31, 2022 and the majority is recognized over time.

Research Publishing products generate approximately 87% of its revenue from contracts with its 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 Atypon Systems, Inc (Atypon) 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 Literatum 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 Editorial Services, LLC. (J&J) and the eJournalPress (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 $35.4 million in the three months ended July 31, 2022 and the majority is recognized over time.

Academic & Professional Learning

Academic & Professional Learning provides Education Publishing and Professional Learning products and services including scientific, professional, and education print and digital books, 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. 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, distributor networks and other online applications. Publishing centers include Australia, Germany, India, the UK, and the US. Total Academic & Professional Learning revenue was $133.0 million in the three months ended July 31, 2022.

We disaggregated revenue by type 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 $63.1 million in the three months ended July 31, 2022. Education Publishing products generate approximately 74% of its revenue from contracts with its customers from Education (print and digital) Publishing, which is recognized at a point in time, and 7% from Digital Courseware which is recognized over time. The remainder of its 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

Professional Learning products revenue was $69.9 million in the three months ended July 31, 2022. Professional Learning (print and digital) products generate approximately 59% of revenue from contracts with its customers from Professional Publishing, and Licensing and Other, and both are mainly recognized at a point in time. Approximately 41% of Professional Learning products revenue is from contracts with its customers from Corporate Training and Corporate Learning, which is recognized mainly over time.

13



Education Services

Education Services revenue was $79.7 million in the three months ended July 31, 2022 and the majority is recognized over time. We disaggregated revenue by type of services provided, which are University Services and Talent Development Services.

University Services

University Services revenue was $47.8 million in the three months ended July 31, 2022 and is mainly recognized over time. University Services primarily engages in the comprehensive management of online degree programs for universities and has grown to include a broad array of 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 revenue was $31.9 million in the three months ended July 31, 2022 and is recognized at the point in time the services are provided to its customers. Talent Development Services is a talent placement provider that finds, trains and places job-ready technology talent in roles with leading corporations worldwide.

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.

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

  
July 31, 2022
    
April 30, 2022
    
Increase/
(Decrease)
  
Balances from contracts with customers:
                  
Accounts receivable, net
  
$
281,443
    
$
331,960
    
$
(50,517
)
Contract liabilities (1)
    
407,098
      
538,126
      
(131,028
)
Contract liabilities (included in Other long-term liabilities)
  
$
20,171
    
$
19,072
    
$
1,099
  

(1)
The sales return reserve recorded in Contract liabilities is $29.6 million and $31.1 million, as of July 31, 2022 and April 30, 2022, respectively.

For the three months ended July 31, 2022, we estimate that we recognized revenue of approximately 43% that 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.

Remaining Performance Obligations included in Contract Liability

As of July 31, 2022, the aggregate amount of the transaction price allocated to the remaining performance obligations is approximately $427.3 million, which included the sales return reserve of $29.6 million. Excluding the sales return reserve, we expect that approximately $377.5 million will be recognized in the next twelve months with the remaining $20.2 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 includes customer specific costs to develop courses per the terms of the contract.
14



Our assets associated with incremental costs to fulfill a contract were $10.7 million and $10.9 million at July 31, 2022 and April 30, 2022, respectively, and are included within Other non-current assets on our Unaudited Condensed Consolidated Statements of Financial Position. We recorded amortization expense of $1.2 million and $1.5 million in the three months ended July 31, 2022 and 2021, respectively, related to these assets within Cost of sales on our Unaudited Condensed Consolidated Statements of Net (Loss) Income.

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 (Loss) Income. We incurred $6.5 million and $6.8 million in shipping and handling costs in the three months ended July 31, 2022 and 2021, respectively.

Note 5 — Operating Leases

Lessee

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 the leasing standard, leases that are more than one year in duration are capitalized and recorded on our Unaudited Condensed Consolidated Statements of Financial Position. 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 lease liabilities are presented on our Unaudited Condensed Consolidated Statement of Financial Position as follows:

  
July 31, 2022
    
April 30, 2022
  
Operating lease ROU assets
  
$
103,196
    
$
111,719
  
Short-term portion of operating lease liabilities
    
19,788
      
20,576
  
Operating lease liabilities, non-current
  
$
127,055
    
$
132,541
  

During the three months ended July 31, 2022, we added less than $0.1 million to the ROU assets and operating lease liabilities due to new leases, as well as modifications and remeasurements to our existing operating leases.

As a result of the Fiscal Year 2023 Restructuring Program, which included the exit of certain leased office space beginning in the three months ended July 31, 2022, we incurred an initial pretax restructuring charge of $20.0 million in the three months ended July 31, 2022. This initial charge included severance, impairment charges and acceleration of expense associated with certain operating lease ROU assets. See Note 9, “Restructuring and Related Charges (Credits)” for more information on this program and the charges incurred.

15



Our total net lease costs are as follows:

   
Three Months Ended
July 31,
  
 
2022
    
2021
  
Operating lease cost
  
$
5,182
    
$
5,917
  
Variable lease cost
    
278
      
344
  
Short-term lease cost
    
115
      
20
  
Sublease income
    
(198
)
    
(201
)
Total net lease cost (1)
  
$
5,377
    
$
6,080
  

(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 (Loss) Income. This includes operating leases we identified as part of our restructuring programs that would be subleased. See Note 9, “Restructuring and Related Charges (Credits)” for more information on these programs.

Other supplemental information includes the following:

  
Three Months Ended
July 31,
  
   
2022
    
2021
  
Weighted-average remaining contractual lease term (years)
    
8
      
9
  
Weighted-average discount rate
    
5.87
%
    
5.83
%
Cash paid for amounts included in the measurement of lease liabilities:
                
Operating cash flows from operating leases
  
$
7,341
    
$
7,974
  

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 on our Unaudited Condensed Consolidated Statement of Financial Position as of July 31, 2022:

Fiscal Year
  
Operating Lease
Liabilities
  
2023 (remaining 9 months)
  
$
20,619
  
2024
    
25,940
  
2025
    
24,556
  
2026
    
22,226
  
2027
    
17,871
  
Thereafter
    
77,513
  
Total future undiscounted minimum lease payments
    
188,725
  
         
Less: Imputed interest
    
41,882
  
         
Present value of minimum lease payments
    
146,843
  
         
Less: Current portion
    
19,788
  
         
Noncurrent portion
  
$
127,055
  

16



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 months ended July 31, 2022 and 2021, we recognized stock-based compensation expense, on a pretax basis, of $7.1 million and $6.3 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.

The following table summarizes awards we granted to employees (shares in thousands):
  
Three Months Ended
July 31,
  
   
2022
    
2021
  
Restricted Stock:
            
Awards granted (shares)
    
494
      
433
  
Weighted average fair value of grant
  
$
45.99
    
$
57.36
  

Stock Option Activity

We granted 10,000 and 220,000 stock option awards during the three months ended July 31, 2022 and 2021, respectively. 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 three months ended July 31, 2022 and 2021 using the Black-Scholes option-pricing model, and the significant weighted average assumptions used in their determination.

  
Three Months Ended
July 31,
  
   
2022
    
2021
  
Weighted average fair value of options on grant date
  
$
9.42
    
$
11.80
  
                 
Weighted Average Assumptions:
                
Expected life of options (years)
    
5.9
      
6.3
  
Risk-free interest rate
    
0.5
%
    
1.1
%
Expected volatility
    
31.2
%
    
30.6
%
Expected dividend yield
    
3.0
%
    
2.4
%
Fair value of common stock on grant date
  
$
45.99
    
$
57.34
  
Exercise price of stock option grant
  
$
45.99
    
$
63.07
  




17



Note 7 — Accumulated Other Comprehensive Loss

Changes in Accumulated other comprehensive loss by component, net of tax, for the three months ended July 31, 2022 and 2021 were as follows:

  
Foreign
Currency Translation
    
Unamortized
Retirement Costs
    
Interest
Rate Swaps
    
Total
  
Balance at April 30, 2022
  
$
(329,566
)
  
$
(182,226
)
  
$
3,646
    
$
(508,146
)
Other comprehensive (loss) income before reclassifications
    
(19,780
)
    
3,979
      
(737
)
    
(16,538
)
Amounts reclassified from Accumulated other comprehensive loss
    
—
      
1,102
      
293
      
1,395
  
Total other comprehensive (loss) income
    
(19,780
)
    
5,081
      
(444
)
    
(15,143
)
Balance at July 31, 2022
  
$
(349,346
)
  
$
(177,145
)
  
$
3,202
    
$
(523,289
)
                                 
Balance at April 30, 2021
  
$
(257,941
)
  
$
(228,146
)
  
$
(4,703
)
  
$
(490,790
)
Other comprehensive (loss) income before reclassifications
    
(5,937
)
    
142
      
(293
)
    
(6,088
)
Amounts reclassified from Accumulated other comprehensive loss
    
—
      
1,447
      
831
      
2,278
  
Total other comprehensive (loss) income
    
(5,937
)
    
1,589
      
538
      
(3,810
)
Balance at July 31, 2021
  
$
(263,878
)
  
$
(226,557
)
  
$
(4,165
)
  
$
(494,600
)

During the three months ended July 31, 2022 and 2021, pretax actuarial losses included in Unamortized Retirement Costs of approximately $1.5 million and $1.8 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 income, net on our Unaudited Condensed Consolidated Statements of Net (Loss) Income.

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

  
Three Months Ended
July 31,
  
   
2022
    
2021
  
Weighted average shares outstanding
    
55,736
      
55,869
  
Shares used for basic (loss) earnings per share
    
55,736
      
55,869
  
Dilutive effect of unvested restricted stock units and other stock awards
    
—
      
730
  
Shares used for diluted (loss) earnings per share
    
55,736
      
56,599
  
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
    
1,211
      
930
  

In calculating diluted net loss per common share for the three months ended July 31, 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 US GAAP net loss is reported and the effect of using dilutive shares is antidilutive.

The shares associated with performance-based stock awards 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.

18



Note 9 — Restructuring and Related Charges (Credits)

Fiscal Year 2023 Restructuring Program

In May 2022, the Company initiated a global program to restructure and align our cost base with current and anticipated future market conditions (Fiscal Year 2023 Restructuring Program).

The following tables summarize the pretax restructuring charges related to this program:
  
Three Months Ended
July 31,
  
   
2022
  
Charges by Segment:
      
Research
  
$
81
  
Academic & Professional Learning
    
5,914
  
Education Services
    
830
  
Corporate Expenses
    
14,916
  
Total Restructuring and Related Charges
  
$
21,741
  
         
Charges by Activity:
        
Severance and termination benefits
  
$
12,097
  
Impairment of operating lease ROU assets and property and equipment
    
6,106
  
Acceleration of expense related to operating lease ROU assets and property and equipment
    
1,840
  
Facility related charges, net
    
1,698
  
Total Restructuring and Related Charges
  
$
21,741
  

This program includes the exit of certain leased office space beginning in the three months ended July 31, 2022 and the reduction of our occupancy at other facilities. We are reducing our real estate square footage occupancy by approximately 17%. In addition, the program includes severance related charges for the elimination of certain positions. These actions resulted in an initial pretax restructuring charge of $20.0 million in the three months ended July 31, 2022. This restructuring charge primarily reflects the following charges:
•
Severance charges of $12.1 million for the elimination of certain positions,
•
Impairment charges of $6.1 million recorded in our corporate category, which included the impairment of operating lease ROU assets of $2.9 million related to certain leases that will be subleased, and the related property and equipment of $3.2 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.

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 $2.4 million and was categorized as Level 3 within the FASB ASC Topic 820, “Fair Value Measurements” fair value hierarchy.

In addition, we also incurred ongoing facility-related costs associated with certain properties that resulted in additional restructuring charges of $1.7 million in the three months ended July 31, 2022. 
19



The following table summarizes the activity for the Fiscal Year 2023 Restructuring Program liability for the three months ended July 31, 2022:
  
April 30, 2022
    
Charges
    
Payments
    
Foreign
Translation
& Other Adjustments
    
July 31, 2022
  
Severance and termination benefits
  
$
—
    
$
12,097
    
$
(3,795
)
  
$
30
    
$
8,332
  
Total
  
$
—
    
$
12,097
    
$
(3,795
)
  
$
30
    
$
8,332
  

The restructuring liability for accrued severance and termination benefits is reflected in Accrued employment costs on our Unaudited Condensed Consolidated Statement of Financial Position as of July 31, 2022.

Business Optimization Program

Beginning in fiscal year 2020, we initiated a multi-year 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
July 31,
    
Total Charges
  
   
2022
    
2021
    
Incurred to Date
  
Charges (Credits) by Segment:
                  
Research
  
$
—
    
$
216
    
$
3,882
  
Academic & Professional Learning
    
(124
)
    
171
      
13,126
  
Education Services
    
3
      
(34
)
    
4,316
  
Corporate Expenses
    
821
      
(629
)
    
44,211
  
Total Restructuring and Related Charges (Credits)
  
$
700
    
$
(276
)
  
$
65,535
  
                         
Charges (Credits) by Activity:
                        
Severance and termination benefits
  
$
(114
)
  
$
(614
)
  
$
35,005
  
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
    
814
      
338
      
10,333
  
Other activities
    
—
      
—
      
1,740
  
Total Restructuring and Related Charges (Credits)
  
$
700
    
$
(276
)
  
$
65,535
  

The credits in severance and termination benefits activities for the three months ended July 31, 2022 and 2021, primarily reflects changes in the number of headcount reductions and estimates for previously accrued costs.

Facilities related charges 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 three months ended July 31, 2022:

  
April 30, 2022
    
(Credits)
    
Payments
    
Foreign
Translation
& Other Adjustments
    
July 31, 2022
  
Severance and termination benefits
  
$
2,079
    
$
(114
)
  
$
(100
)
  
$
(30
)
  
$
1,835
  
Total
  
$
2,079
    
$
(114
)
  
$
(100
)
  
$
(30
)
  
$
1,835
  

The restructuring liability for accrued severance and termination benefits is reflected in Accrued employment costs on our Unaudited Condensed Consolidated Statement of Financial Position as of July 31, 2022.

20


Note 10 — Segment Information

We report our segment information in accordance with the provisions of FASB Accounting Standards Codification (ASC) Topic 280, “Segment 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
●
Academic & Professional Learning
●
Education Services

Segment information is as follows:

  
Three Months Ended
July 31,
  
   
2022
    
2021
  
Revenue:
            
Research (1)
  
$
274,913
    
$
274,756
  
Academic & Professional Learning
    
132,959
      
139,264
  
Education Services
    
79,697
      
74,368
  
Total revenue
  
$
487,569
    
$
488,388
  
                 
Adjusted Contribution to Profit:
                
Research (1)
  
$
69,104
    
$
79,024
  
Academic & Professional Learning
    
1,375
      
8,323
  
Education Services (2)
    
(11,742
)
    
(1,861
)
Total adjusted contribution to profit
    
58,737
      
85,486
  
Adjusted corporate contribution to profit
    
(48,667
)
    
(44,794
)
Total adjusted operating income
  
$
10,070
    
$
40,692
  
                 
Depreciation and Amortization:
                
   Research (1)
  
$
23,801
    
$
23,762
  
   Academic & Professional Learning
    
16,532
      
18,364
  
   Education Services (2)
    
13,790
      
8,303
  
Total depreciation and amortization
    
54,123
      
50,429
  
Corporate depreciation and amortization
    
4,156
      
4,137
  
Total depreciation and amortization
  
$
58,279
    
$
54,566
  

(1)
The Research segment was previously referred to as Research Publishing & Platforms.
(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. This amortization expense was an adjustment to the Education Services Adjusted contribution to profit. In addition, it was included in Depreciation and amortization in the table above for segment reporting.
21



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

  
Three Months Ended
July 31,
  
   
2022
    
2021
  
US GAAP Operating (Loss) Income
  
$
(16,965
)
  
$
40,968
  
Adjustments:
                
Restructuring and related charges (credits) (1)
    
22,441
      
(276
)
Accelerated amortization of an intangible asset (2)
    
4,594
      
—
  
Non-GAAP Adjusted Operating Income
  
$
10,070
    
$
40,692
  

(1)
See Note 9, “Restructuring and Related Charges (Credits)” for these charges by segment.
(2)
As described above, this accelerated amortization relates to the mthree trademark.

See Note 4, “Revenue Recognition, Contracts with Customers,” for revenue from contracts with customers disaggregated by segment and product type for the three months ended July 31, 2022 and 2021.

Note 11 — Inventories

Inventories, net consisted of the following:

  
July 31, 2022
    
April 30, 2022
  
Finished goods
  
$
29,110
    
$
31,270
  
Work-in-process
    
1,096
      
1,729
  
Paper and other materials
    
270
      
275
  
Total inventories before estimated sales returns and LIFO reserve
  
$
30,476
    
$
33,274
  
Inventory value of estimated sales returns
    
7,455
      
7,820
  
LIFO reserve
    
(4,509
)
    
(4,509
)
Inventories, net
  
$
33,422
    
$
36,585
  

Note 12 — Goodwill and Intangible Assets

Goodwill

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

 
  
April 30, 2022
    
Foreign
Translation
Adjustment
    
July 31, 2022
  
Research (1)
  
$
610,416
    
$
(9,530
)
  
$
600,886
  
Academic & Professional Learning
    
498,136
      
(3,108
)
    
495,028
  
Education Services (2)
    
193,590
      
(262
)
    
193,328
  
Total
  
$
1,302,142
    
$
(12,900
)
  
$
1,289,242
  

(1)
The Research segment was previously referred to as Research Publishing & Platforms.
(2)
The Education Services goodwill balance as of April 30, 2022 includes a cumulative pretax noncash goodwill impairment of $110.0 million.
22



Intangible Assets

Intangible assets, net were as follows:

  
July 31, 2022
    
April 30, 2022 (1)
  
Intangible assets with definite lives, net:
            
Content and publishing rights
  
$
483,180
    
$
499,937
  
Customer relationships
    
234,684
      
242,058
  
Developed technology
    
51,380
      
54,721
  
Brands and trademarks (2)
    
10,390
      
16,021
  
Covenants not to compete
    
370
      
393
  
Total intangible assets with definite lives, net
    
780,004
      
813,130
  
Intangible assets with indefinite lives:
                
Brands and trademarks
    
37,000
      
37,000
  
Publishing rights
    
78,804
      
81,299
  
Total intangible assets with indefinite lives
    
115,804
      
118,299
  
Total intangible assets, net
  
$
895,808
    
$
931,429
  

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

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 months ended July 31, 2022 was 23.7% compared to 68.6% for the three months ended July 31, 2021.

The rate for the three months ended July 31, 2022 was greater than the US statutory rate primarily due to the mix of foreign earnings, the impact of US state taxes, the tax impact of the restructuring programs described in Note 9, “Restructuring and Related Charges (Credits),” and a discrete item relating to restricted stock compensation.

The rate for the three months ended July 31, 2022 was lower than the rate for the three months ended July 31, 2021 primarily due to an increase in the UK statutory rate announced during the first three months of fiscal 2022 and reflected in the effective tax rate for the three months ended July 31, 2021. On June 10, 2021, the UK enacted legislation that increased its statutory rate from 19% to 25% effective April 1, 2023, resulting in a $20.7 million non-cash deferred tax expense.

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. 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.

On August 16, 2022, the Inflation Reduction Act of 2022 (IRA) was signed into law, enacting a book-minimum tax for certain US corporations, an excise tax on repurchases of stock by certain publicly traded corporations, and certain clean energy tax provisions.  Based on our currently anticipated operations, we believe that these new provisions would not result in material additional tax liabilities, and do not anticipate that the IRA will have a material adverse impact on our operations. Nonetheless, we will continue to review as regulations and interpretations are adopted by the Internal Revenue Service to implement the IRA.

23



Note 14 — Retirement Plans

The components of net pension income for our defined benefit plans were as follows:

  
Three Months Ended
July 31,
  
   
2022
    
2021
  
Service cost
  
$
200
    
$
307
  
Interest cost
    
6,189
      
5,223
  
Expected return on plan assets
    
(8,384
)
    
(10,259
)
Amortization of prior service cost
    
(23
)
    
(22
)
Amortization of net actuarial loss
    
1,524
      
1,897
  
Net pension income
  
$
(494
)
  
$
(2,854
)

The service cost component of net pension income is reflected in Operating and administrative expenses on our Unaudited Condensed Consolidated Statements of Net (Loss) Income. The other components of net pension income are reported separately from the service cost component and below Operating (loss) income. Such amounts are reflected in Other income, net on our Unaudited Condensed Consolidated Statements of Net (Loss) Income.

Employer defined benefit pension plan contributions were $3.9 million and $4.5 million for the three months ended July 31, 2022 and 2021, respectively.

Defined Contribution Savings Plans

The expense for employer defined contribution savings plans was $8.8 million and $9.1 million for the three months ended July 31, 2022 and 2021, respectively.

Note 15 — Debt and Available Credit Facilities

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

  
July 31, 2022
    
April 30, 2022
  
Short-term portion of long-term debt (1)
  
$
21,875
    
$
18,750
  
                 
Term loan A - Amended and Restated RCA (2)
    
198,135
      
204,343
  
Revolving credit facility - Amended and Restated RCA
    
719,101
      
563,934
  
Total long-term debt, less current portion
    
917,236
      
768,277
  
                 
Total debt
  
$
939,111
    
$
787,027
  

(1)
Relates to our term loan A under the Amended and Restated RCA.
(2)
Amounts are shown net of unamortized issuance costs of $0.3 million as of July 31, 2022 and $0.3 million as of April 30, 2022.

Amended and Restated RCA

On May 30, 2019, we entered into a credit agreement that amended and restated our existing revolving credit agreement, which was then amended on December 22, 2021 as described below (collectively, the Amended and Restated RCA). The Amended and Restated RCA provides for senior unsecured credit facilities comprised of a (i) five-year revolving credit facility in an aggregate principal amount up to $1.25 billion, and (ii) a five-year term loan A facility consisting of $250 million.

24



Under the terms of the Amended and Restated RCA, which can be drawn in multiple currencies, we have the option of borrowing at the following floating interest rates: (i) at a rate based on the London Interbank Offered Rate (LIBOR) 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. 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 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 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 RCAfor 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 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 July 31, 2022.

The amortization expense of the costs incurred related to the Amended and Restated RCA related to the lender and non-lender fees is recognized over the five-year term of the Amended and Restated RCA. Total amortization expense was $0.3 million for both the three months ended July 31, 2022 and 2021, respectively and is included in Interest expense on our Unaudited Condensed Consolidated Statements of Net (Loss) Income.

As of July 31, 2022, we had approximately $531.9 million of unused borrowing capacity under our Amended and Restated RCA and other facilities. The weighted average interest rates on total debt outstanding during the three months ended July 31, 2022 and 2021 were 2.83% and 2.02%, respectively. As of July 31, 2022 and April 30, 2022, the weighted average interest rates for total debt were 2.99% and 2.55%, respectively.

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 July 31, 2022, we had total debt outstanding of $939.1 million, net of unamortized issuance costs of $0.3 million of which $939.4 million are variable rate loans outstanding under the Amended and Restated RCA, which approximated fair value.

We had outstanding interest rate swap agreements with combined notional amounts of $500.0 million as of July 31, 2022 and April 30, 2022, respectively. These agreements were accounted for as cash flow hedges which fixed a portion of the variable interest due on our Amended and Restated RCA.

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 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 July 31, 2022, the notional amount of the interest rate swap was $100.0 million.
25



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 July 31, 2022 was a deferred loss of $0.9 million and a deferred gain of $6.3 million. Based on the maturity dates of the contracts, the entire deferred loss as of July 31, 2022 was recorded within Other long-term liabilities, $1.3 million of the deferred gain was recorded within Prepaid expenses and other current assets, and $5.0 million was recorded within Other non-current assets.

The fair value of the interest rate swaps as of April 30, 2022 was a deferred loss of $0.2 million and a deferred gain of $5.8 million. Based on the maturity dates of the contracts, the entire deferred loss as of April 30, 2022 was recorded within Other accrued liabilities, $0.9 million of the deferred gain was recorded within Prepaid expenses and other current assets, and $4.9 million was recorded within Other non-current assets

The pretax (losses) that were reclassified from Accumulated other comprehensive loss into Interest expense for the three months ended July 31, 2022 and 2021 were $(0.4) million and $(1.1) 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 (losses) gains on our Unaudited Condensed Consolidated Statements of Net (Loss) Income 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 (losses) gains on our Unaudited Condensed Consolidated Statements of Net (Loss) Income.

As of July 31, 2022, and April 30, 2022, we did not maintain any open forward exchange contracts. In addition, we did not maintain any open forward contracts during the three months ended July 31, 2022 and 2021.

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
July 31,
  
   
2022
    
2021
  
Shares repurchased - Class A
    
212
      
129
  
Shares repurchased - Class B
    
—
      
1
  
Average price - Class A and Class B
  
$
47.12
    
$
56.88
  

Dividends

The following table summarizes the cash dividends paid during the three months ended July 31, 2022:

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
  
$0.3475 per common share
  
$19.4 million
  
Class A and Class B
  
July 20, 2022
  
July 6, 2022

26



Changes in Common Stock

The following is a summary of changes during the three months ended July 31, in shares of our common stock and common stock in treasury (shares in thousands):

Changes in Common Stock A:
  
2022
    
2021
  
Number of shares, beginning of year
    
70,226
      
70,208
  
Common stock class conversions
    
—
      
3
  
Number of shares issued, end of period
    
70,226
      
70,211
  
                 
Changes in Common Stock A in treasury:
                
Number of shares held, beginning of year
    
23,515
      
23,419
  
Purchases of treasury shares
    
212
      
129
  
Restricted shares issued under stock-based compensation plans - non-PSU Awards
    
(119
)
    
(118
)
Restricted shares issued under stock-based compensation plans - PSU Awards
    
(149
)
    
(103
)
Restricted shares issued from exercise of stock options
    
—
      
(22
)
Shares withheld for taxes
    
98
      
85
  
Number of shares held, end of period
    
23,557
      
23,390
  
Number of Common Stock A outstanding, end of period
    
46,669
      
46,821
  

Changes in Common Stock B:
  
2022
    
2021
  
Number of shares, beginning of year
    
12,956
      
12,974
  
Common stock class conversions
    
—
      
(3
)
Number of shares issued, end of period
    
12,956
      
12,971
  
                 
Changes in Common Stock B in treasury:
                
Number of shares held, beginning of year
    
3,924
      
3,922
  
Purchases of treasury shares
    
—
      
1
  
Number of shares held, end of period
    
3,924
      
3,923
  
Number of Common Stock B outstanding, end of period
    
9,032
      
9,048
  

Note 18 — Commitments and Contingencies

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 July 31, 2022, will not have a material effect upon our consolidated financial condition or results of operations.

27

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 Form 10-K and our Consolidated Financial Statements and related notes set forth in Item 8 of Part II of our 2022 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 global leader in scientific research and career-connected education, unlocking human potential by enabling discovery, powering education, and shaping workforces. For over 200 years, Wiley has fueled the world’s knowledge ecosystem. Today, our high-impact content, platforms, and services help researchers, learners, institutions, and corporations achieve their goals in an ever-changing world. Wiley is a predominantly digital company with approximately 83% of revenue generated by digital products and tech-enabled services, and 58% of revenue is recurring which includes revenue that is contractually obligated or set to recur with a high degree of certainty for the three months ended July 31, 2022.

We report financial information for the following segments, as well as a Corporate category, which includes certain costs that are not allocated to the reportable segments:
●
Research (which was previously referred to as Research Publishing & Platforms)
●
Academic & Professional Learning
●
Education Services

Through the Research segment, we provide peer-reviewed 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 and Professional Learning content and courseware, training, and learning services, to students, professionals, and corporations. The Education Services segment provides University Services (online program management or OPM services) for academic institutions and Talent Development Services including placement and training for professionals and businesses.

Wiley’s business strategies are tightly aligned with accelerating growth trends, including open research, career-connected education, and talent development. Research 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 strategies include expanding online degree programs and driving online enrollment for university partners, scaling digital content and courseware, and expanding IT talent placement and reskilling programs for corporate partners.

CONSOLIDATED RESULTS OF OPERATIONS – THREE MONTHS ENDED JULY 31, 2022

Revenue:

Revenue for the three months ended July 31, 2022 was flat as compared with the prior year on a reported basis and increased 4% on a constant currency basis including contributions from acquisitions. Excluding the contributions from acquisitions, organic revenue increased 2% 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 three months ended July 31, 2022 increased $8.1 million, or 5%, as compared with the prior year. On a constant currency basis, cost of sales increased 10% 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.
28



Operating and Administrative Expenses:

Operating and administrative expenses for the three months ended July 31, 2022 increased $22.2 million, or 9%, as compared with the prior year. On a constant currency basis, operating and administrative expenses increased 13% 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.

Restructuring and Related Charges (Credits):

Fiscal Year 2023 Restructuring Program

In May 2022, the Company initiated a global program to restructure and align our cost base with current and anticipated future market conditions. This program includes the exit of certain leased office space beginning in the first quarter of fiscal year 2023 and the reduction of our occupancy at other facilities. We are reducing our real estate square footage occupancy by approximately 17%. In addition, the program includes severance related charges for the elimination of certain positions. We anticipate $25 million in savings from actions starting in fiscal year 2023. These actions resulted in an initial pretax restructuring charge of $20.0 million in the three months ended July 31, 2022. This restructuring charge primarily reflects the following charges:
•
Severance charges of $12.1 million for the elimination of certain positions.
•
Impairment charges of $6.1 million recorded in our corporate category, which included the impairment of operating lease ROU assets of $2.9 million related to certain leases that will be subleased, and the related property and equipment of $3.2 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 $1.7 million in the three months ended July 31, 2022. 

These actions are anticipated to yield annualized cost savings estimated to be approximately $35 million. We anticipate ongoing facility-related costs associated with certain properties to result in additional restructuring charges in future periods.

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

Business Optimization Program

For the three months ended July 31, 2022 and 2021, we recorded pretax restructuring charges of $0.7 million and credits of $(0.3) million, respectively, related to this program. We anticipated $10.0 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 (Loss) 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 (Loss) Earnings per Share (EPS).”

Amortization of Intangible Assets:

Amortization of intangible assets was $25.3 million for the three months ended July 31, 2022, an increase of $4.1 million, or 20%, as compared with the prior year. On a constant currency basis, amortization of intangible assets increased 23% 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.

29



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 (Loss) Income, Adjusted Operating Income (OI) and Adjusted EBITDA:

Operating loss was $(17.0) million for the three months ended July 31, 2022 compared with prior year income of $41.0 million. The decrease was primarily due to restructuring charges in the three months ended July 31, 2022, and the increase in operating and administrative expenses as described above.

Adjusted OI on a constant currency basis and excluding restructuring charges (credits) and the accelerated amortization of an intangible asset, decreased 81% 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 34% as compared with the prior year primarily due to an increase in operating and administrative expenses, and cost of sales, partially offset by revenue performance.

Adjusted OI

Below is a reconciliation of our consolidated US GAAP Operating (Loss) Income to Non-GAAP Adjusted OI:

  
Three Months Ended
July 31,
  
   
2022
    
2021
  
US GAAP Operating (Loss) Income
  
$
(16,965
)
  
$
40,968
  
Adjustments:
                
Restructuring and related charges (credits)
    
22,441
      
(276
)
       Accelerated amortization of an intangible asset (1)
    
4,594
      
—
  
Non-GAAP Adjusted OI
  
$
10,070
    
$
40,692
  

(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.

Adjusted EBITDA

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

  
Three Months Ended
July 31,
  
   
2022
    
2021
  
Net (Loss) Income
  
$
(17,835
)
  
$
13,830
  
Interest expense
    
6,332
      
4,639
  
(Benefit) provision for income taxes
    
(5,552
)
    
30,172
  
Depreciation and amortization
    
58,279
      
54,566
  
Non-GAAP EBITDA
    
41,224
      
103,207
  
Restructuring and related charges (credits)
    
22,441
      
(276
)
Foreign exchange transaction losses (gains)
    
616
      
(370
)
Gain on sale of certain assets
    
—
      
(3,750
)
Other income, net
    
(526
)
    
(3,553
)
Non-GAAP Adjusted EBITDA
  
$
63,755
    
$
95,258
  

30



Interest Expense:

Interest expense was $6.3 million for the three months ended July 31, 2022 compared with the prior year of $4.6 million. This increase was primarily due to a higher weighted average effective interest rate.

Foreign Exchange Transaction (Losses) Gains:

Foreign exchange transaction losses were $(0.6) million for the three months ended July 31, 2022 and were primarily due to losses on our intercompany accounts receivable and payable balances and, to a lesser extent, losses on our third-party 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 gains were $0.4 million for the three months ended July 31, 2021 and were primarily due to gains on our intercompany accounts receivable and payable balances, partially offset by losses on our third-party receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar.

Gain on Sale of Certain Assets:

The gain on the sale of certain assets is due to the sale of our world languages product portfolio which was included in our Academic & Professional Learning segment and resulted in a pretax gain of approximately $3.8 million during the three months ended July 31, 2021.

Provision for Income Taxes:

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

  
Three Months Ended
July 31,
  
   
2022
    
2021
  
US GAAP (Loss) Income Before Taxes
  
$
(23,387
)
  
$
44,002
  
Pretax Impact of Adjustments:
                
Restructuring and related charges (credits)
    
22,441
      
(276
)
Foreign exchange losses (gains) on intercompany transactions
    
666
      
(795
)
Amortization of acquired intangible assets
    
26,385
      
22,284
  
Gain on sale of certain assets
    
—
      
(3,750
)
Non-GAAP Adjusted Income Before Taxes
  
$
26,105
    
$
61,465
  

Below is a reconciliation of our US GAAP Income Tax (Benefit) 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
July 31,
  
   
2022
    
2021
  
US GAAP Income Tax (Benefit) Provision
  
$
(5,552
)
  
$
30,172
  
Income Tax Impact of Adjustments (1):
                
Restructuring and related charges (credits)
    
5,517
      
45
  
Foreign exchange losses (gains) on intercompany transactions
    
175
      
(101
)
Amortization of acquired intangible assets
    
5,832
      
4,843
  
Gain on sale of certain assets
    
—
      
(936
)
Income Tax Adjustments:
                
Impact of increase in UK statutory rate on deferred tax balances (2)
    
—
      
(20,726
)
Non-GAAP Adjusted Income Tax Provision
  
$
5,972
    
$
13,297
  
                 
US GAAP Effective Tax Rate
    
23.7
%
    
68.6
%
Non-GAAP Adjusted Effective Tax Rate
    
22.9
%
    
21.6
%

(1)
For the three months ended July 31, 2022 and 2021, substantially all of the tax impact was from deferred taxes.
(2)
These adjustments impacted deferred taxes in the three months ended July 31, 2021.
31



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 months ended July 31, 2022, was 23.7% compared to 68.6% for the three months ended July 31, 2021. The rate for the three months ended July 31, 2022, was greater than the US statutory rate primarily due to the mix of foreign earnings, the impact of US state taxes, the tax impact of the restructuring programs described in Note 9, “Restructuring and Related Charges (Credits),” 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 22.9.% for the three months ended July 31, 2022, compared to 21.6% for the three months ended July 31, 2021. The increase in the Non-GAAP Effective Tax Rate for the three months ended July 31, 2022 compared with the prior year is primarily due to the same factors as noted above.

On August 16, 2022, the Inflation Reduction Act of 2022 (IRA) was signed into law, enacting a book-minimum tax for certain US corporations, an excise tax on repurchases of stock by certain publicly traded corporations, and certain clean energy tax provisions.  Based on our currently anticipated operations, we believe that these new provisions would not result in material additional tax liabilities, and do not anticipate that the IRA will have a material adverse impact on our operations. Nonetheless, we will continue to review as regulations and interpretations are adopted by the Internal Revenue Service to implement the IRA.

Diluted (Loss) Earnings per Share (EPS):

EPS for the three months ended July 31, 2022 was a loss of $(0.32) per share compared with earnings of $0.24 per share for the three months ended July 31, 2021. This decrease was primarily due to an operating loss in the three months ended July 31, 2022, partially offset by an income tax benefit in the three months ended July 31, 2022.

Below is a reconciliation of our US GAAP (Loss) Earnings 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 for Income Taxes”.

  
Three Months Ended
July 31,
  
   
2022
    
2021
  
US GAAP (Loss) Earnings Per Share
  
$
(0.32
)
  
$
0.24
  
Adjustments:
                
   Restructuring and related charges (credits)
    
0.30
      
(0.01
)
   Foreign exchange losses (gains) on intercompany transactions
    
0.01
      
(0.01
)
   Amortization of acquired intangible assets
    
0.36
      
0.31
  
   Gain on sale of certain assets
    
—
      
(0.05
)
   Income tax adjustments
    
—
      
0.37
  
   EPS impact of using weighted-average dilutive shares for adjusted EPS calculation (1)
    
0.01
      
—
  
Non-GAAP Adjusted EPS
  
$
0.36
    
$
0.85
  

(1)
Represents the impact of using diluted weighted-average number of common shares outstanding (56.5 million shares for the three months ended July 31, 2022)

On a constant currency basis, Adjusted EPS decreased 60% primarily due to a decrease in Adjusted OI, partially offset by a lower Adjusted Income Tax Provision.

32



SEGMENT OPERATING RESULTS:

  
Three Months Ended
July 31,
          
Constant Currency
  
RESEARCH:
  
2022
    
2021
    
% Change
Favorable
(Unfavorable)
    
% Change
Favorable
(Unfavorable)
  
Revenue:
                        
Research Publishing (1)
  
$
239,523
    
$
243,284
      
(2
)%
    
2
%
Research Solutions (1)
    
35,390
      
31,472
      
12
%
    
17
%
Total Research Revenue
    
274,913
      
274,756
      
—
      
4
%
                                 
Cost of Sales
    
71,270
      
72,631
      
2
%
    
(5
)%
Operating Expenses
    
122,718
      
111,195
      
(10
)%
    
(16
)%
Amortization of Intangible Assets
    
11,821
      
11,906
      
1
%
    
(4
)%
Restructuring Charges (see Note 9)
    
81
      
216
      
63
%
    
63
%
                                 
Contribution to Profit
    
69,023
      
78,808
      
(12
)%
    
(13
)%
Restructuring Charges (see Note 9)
    
81
      
216
      
63
%
    
63
%
Adjusted Contribution to Profit
    
69,104
      
79,024
      
(13
)%
    
(13
)%
Depreciation and amortization
    
23,801
      
23,762
      
—
      
(3
)%
Adjusted EBITDA
  
$
92,905
    
$
102,786
      
(10
)%
    
(9
)%
Adjusted EBITDA Margin
    
33.8
%
    
37.4
%
                

# 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 $20.0 million for the three months ended July 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 July 31, 2022 was flat compared with the prior year on a reported basis. On a constant currency basis, revenue increased 4% 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 25% for the three months ended July 31, 2022 as compared with the prior year.

Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA decreased 9% as compared with the prior year. This decrease was primarily due to higher employment costs including additional resources to support investments in growth, as well as higher travel and entertainment costs due to the resumption of in-person activities, which more than offset the increase in revenue.



33



  
Three Months Ended
July 31,
          
Constant Currency
  
ACADEMIC & PROFESSIONAL LEARNING:
  
2022
    
2021
    
% Change
Favorable
(Unfavorable)
    
% Change
Favorable
(Unfavorable)
  
Revenue:
                        
Education Publishing
  
$
63,056
    
$
66,380
      
(5
)%
    
(2
)%
Professional Learning
    
69,903
      
72,884
      
(4
)%
    
—
  
Total Academic & Professional Learning
    
132,959
      
139,264
      
(5
)%
    
(1
)%
                                 
Cost of Sales
    
38,731
      
42,071
      
8
%
    
4
%
Operating Expenses
    
90,097
      
85,246
      
(6
)%
    
(9
)%
Amortization of Intangible Assets
    
2,756
      
3,624
      
24
%
    
22
%
Restructuring Charges (see Note 9)
    
5,790
      
171
      
#
      
#
  
                                 
Contribution to Profit
    
(4,415
)
    
8,152
      
#
      
#
  
Restructuring Charges (see Note 9)
    
5,790
      
171
      
#
      
#
  
Adjusted Contribution to Profit
    
1,375
      
8,323
      
(83
)%
    
(80
)%
Depreciation and amortization
    
16,532
      
18,364
      
10
%
    
7
%
Adjusted EBITDA
  
$
17,907
    
$
26,687
      
(33
)%
    
(30
)%
Adjusted EBITDA Margin
    
13.5
%
    
19.2
%
                

# Not meaningful

Revenue:

Academic & Professional Learning revenue decreased $6.3 million, or 5%, as compared with the prior year on a reported basis. On a constant currency basis, revenue decreased 1% as compared with the prior year. This decrease was primarily due to a decrease in print textbooks in Education Publishing. Professional Learning increased due to corporate training, offset by a decrease in professional publishing and corporate learning.

Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA decreased 30% as compared with the prior year. This decrease was due to higher employment costs, higher travel and entertainment costs due to the resumption of in-person activities, as well as the timing of certain expenses.

34



  
Three Months Ended
July 31,
          
Constant Currency
  
EDUCATION SERVICES:
  
2022
    
2021
    
% Change
Favorable
(Unfavorable)
    
% Change
Favorable
(Unfavorable)
  
Revenue:
                        
University Services (1)
  
$
47,811
    
$
54,968
      
(13
)%
    
(12
)%
Talent Development Services (1)
    
31,886
      
19,400
      
64
%
    
76
%
Total Education Services Revenue
    
79,697
      
74,368
      
7
%
    
11
%
                                 
Cost of Sales
    
64,030
      
51,252
      
(25
)%
    
(29
)%
Operating Expenses
    
21,390
      
19,355
      
(11
)%
    
(13
)%
Amortization of Intangible Assets
    
10,613
      
5,622
      
(89
)%
    
(90
)%
Restructuring Charges (Credits) (see Note 9)
    
833
      
(34
)
    
#
      
#
  
                                 
Contribution to Profit
    
(17,169
)
    
(1,827
)
    
#
      
#
  
Restructuring Charges (Credits) (see Note 9)
    
833
      
(34
)
    
#
      
#
  
Accelerated amortization of an intangible asset (2)
    
4,594
      
—
      
#
      
#
  
Adjusted Contribution to Profit
    
(11,742
)
    
(1,861
)
    
#
      
#
  
Depreciation and amortization
    
9,196
      
8,303
      
(11
)%
    
(12
)%
Adjusted EBITDA
  
$
(2,546
)
  
$
6,442
      
#
      
#
  
Adjusted EBITDA Margin
    
(3.2
)%
    
8.7
%
                

# 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 $0.6 million for the three months ended July 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 $5.3 million, or 7%, as compared with the prior year on a reported basis. On a constant currency basis, revenue increased 11% as compared with the prior year. Excluding revenue from acquisitions, organic revenue increased 7% 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 July 31, 2022, we delivered approximately 97% growth in talent placements in Talent Development Services. For the three months ended July 31, 2022, University Services experienced a 9% decrease in online enrollment.

Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA decreased $8.9 million as compared with the prior year. This was primarily a result of revenue mix. Total expenses increased due to higher employee costs to support growth in Talent Development Services and, to a lesser extent, higher technology and marketing related costs.

Education Services Partners and Programs:

As of July 31, 2022, Wiley had 66 university partners under contract, compared to 65 as of July 31, 2021.

35



CORPORATE EXPENSES

Corporate expenses for the three months ended July 31, 2022 increased $20.2 million, or 46%, as compared with the prior year. On a constant currency basis and excluding restructuring charges (credits), these expenses increased 13% as compared with the prior year. This was primarily due to higher employee costs, and the timing of certain expenses.

FISCAL YEAR 2023 OUTLOOK:

The Company is reaffirming its full year outlook.

(amounts in millions, except Adjusted EPS)

Metric
  
Fiscal Year 2022 Actual (1)
  
Fiscal Year 2023 Outlook
At constant currency (1)
  
FX Impact
At Q1 average rates (2)
  
Fiscal Year 2023 Outlook
At Q1 average rates (3)
Revenue
  
$2,083
  
$2,175 to $2,215
  
$(50)
  
$2,125 to $2,165
Adjusted EBITDA
  
$433
  
$425 to $450
  
Immaterial
  
$425 to $450
Adjusted EPS
  
$4.16
  
$3.70 to $4.05
  
Immaterial
  
$3.70 to $4.05
Free Cash Flow
  
$223
  
$210 to $235
  
Immaterial
  
$210 to $235

(1)
Based on fiscal year 2022 average rates of 1.15 euro and 1.36 British pound.
(2)
Variance between fiscal year 2022 average rates and first quarter fiscal year 2023 average rates: 1.04 euro and 1.23 British pound.
(3)
Fiscal year 2023 outlook at first quarter fiscal year 2023 average rates.

•
Revenue Outlook: We expect mid-single digit growth at constant currency driven by Research and corporate Talent Development in Education Services.
•
Adjusted EBITDA Outlook: Adjusted EBITDA at constant currency is expected to be in the range of $425 and $450 million. Solid revenue growth and restructuring savings will be partially offset by targeted investments in Research Publishing, Research Solutions, and corporate Talent Development in Education Services, as well as higher employee costs overall. 
•
Adjusted EPS Outlook: Adjusted EPS at constant currency is expected to be in the range of $3.70 to $4.05. In addition to targeted investments and wage inflation, we expect higher interest expense, higher tax expense, and lower pension income. As previously disclosed, these three items are expected to account for 35-cents of additional adverse impact. 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 pension income, it's important to note that our pensions have been frozen since 2015 and we are above 90% funded.   
•
Free Cash Flow Outlook: Free Cash Flow is expected to be in the range of $210 and $235 million. Positive cash earnings and lower incentive payouts for Fiscal 2022 performance are expected to be offset by higher cash taxes, interest, and capital expenditures. Capital expenditures of $115 to $125 million compared to $116 million in the prior year. Capital investment will be focused on platform and product development in our core growth areas of Research and corporate Talent Development in Education Services.
•
In terms of our outlook including FX, currency remains a headwind at the revenue line but since most of our global business is denominated in US dollars, and given our large expense base in Europe, we are largely-self hedged from an earnings and cash flow standpoint.  

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 33% today. Therefore, while we are continuing to assess the guidance and its implications, we do not believe it will have a material financial impact on our Company.

36



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 in the foreseeable future. There can be no assurance that continued or increased volatility in the global capital and credit markets will not impair our ability 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.

As of July 31, 2022, we had cash and cash equivalents of $104.5 million, of which approximately $96.3 million, or 92%, 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. Notwithstanding the Tax Cuts and Jobs Act of 2017 (the Tax Act), which generally eliminated federal income tax on future cash repatriation to the US, cash repatriation may be subject to state and local taxes or withholding or similar taxes. In addition, as a result of the UK exit from the European Union (EU), referred to as Brexit, certain tax benefits applicable to distributions from subsidiaries of our UK companies were eliminated or reduced effective January 1, 2021. Since April 30, 2018, we no longer intend to permanently reinvest earnings outside the US. We have a $2.7 million liability related to the estimated taxes that would be incurred upon repatriating certain non-US earnings.

On May 30, 2019, we entered into a credit agreement that amended and restated our existing revolving credit agreement, which was then amended on December 22, 2021 (collectively, the Amended and Restated RCA). See Note 15, “Debt and Available Credit Facilities” for more details on the amendment. The Amended and Restated RCA provides for senior unsecured credit facilities comprised of a (i) five-year revolving credit facility in an aggregate principal amount up to $1.25 billion, and (ii) a five-year term loan A facility consisting of $250 million. The agreement contains customary affirmative and negative covenants, including a financial covenant in the form of a consolidated net leverage ratio and consolidated interest coverage ratio.

As of July 31, 2022, we had approximately $939.1 million of debt outstanding, net of unamortized issuance costs of $0.3 million, and approximately $531.9 million of unused borrowing capacity under our Amended and Restated RCA and other facilities. Our Amended and Restated RCA contains certain restrictive covenants related to our consolidated leverage ratio and interest coverage ratio, which we were in compliance with as of July 31, 2022.

Analysis of Historical Cash Flow

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

  
Three Months Ended
July 31,
  
   
2022
    
2021
  
Net cash used in operating activities
  
$
(89,939
)
  
$
(84,774
)
Net cash used in investing activities
    
(21,806
)
    
(23,532
)
Net cash provided by financing activities
    
117,989
      
99,089
  
Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash
  
$
(1,985
)
  
$
(1,586
)

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 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.

37



Free Cash Flow less Product Development Spending:
 
  
Three Months Ended
July 31,
  
   
2022
    
2021
  
Net cash used in operating activities
  
$
(89,939
)
  
$
(84,774
)
Less: Additions to technology, property and equipment
    
(17,923
)
    
(17,910
)
Less: Product development spending
    
(5,825
)
    
(5,670
)
Free cash flow less product development spending
  
$
(113,687
)
  
$
(108,354
)

Net Cash Used In Operating Activities

The following is a summary of the $5.2 million change in Net cash used in operating activities for the three months ended July 31, 2022 as compared with the three months ended July 31, 2021 (amounts in millions).

Net cash used in operating activities – Three months ended July 31, 2021
  
$
(84.8
)
Net income adjusted for items to reconcile net income to net cash used in operating activities, including the following noncash items: depreciation and amortization, and the change in deferred taxes
    
(36.1
)
Working capital changes:
    
 
Accounts payable and accrued royalties
    
(14.9
)
Accounts receivable, net and contract liabilities
    
25.3
  
Changes in other assets and liabilities
    
20.5
  
Net cash used in operating activities – Three months ended July 31, 2022
  
$
(90.0
)


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

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

The favorable changes in other assets and liabilities noted in the table above was primarily due to a decrease in employee-related costs, including lower payments for annual incentive compensation in fiscal year 2023 related to the prior fiscal year.

Our negative working capital (current assets less current liabilities) was $280.0 million and $418.6 million as of July 31, 2022 and April 30, 2022, respectively. This $138.6 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 July 31, 2022 and as of April 30, 2022 includes $407.1 million and $538.1 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 three months ended July 31, 2022 was $21.8 million compared to $23.5 million in the prior year. The decrease in cash used in investing activities was due to a decrease of $2.9 million in cash used to acquire businesses and $2.3 million increase in cash proceeds related to other activities in the three months ended July 31, 2022, partially offset by cash proceeds of $3.4 million in the three months ended July 31, 2021 due to the sale of our world language product portfolio as described above.

Net Cash Provided By Financing Activities

Net cash provided by financing activities was $118.0 million for the three months ended July 31, 2022 compared to $99.1 million for the three months ended July 31, 2021. This increase in cash provided by financing activities was primarily due to an increase in net borrowings of long-term debt of $14.2 million, and an $8.1 million change from book overdrafts, partially offset by a $2.6 million increase in cash used for purchases of treasury shares.
38



Dividends and Share Repurchases

In the three months ended July 31, 2022, we increased our quarterly dividend to shareholders to $1.39 per share annualized versus $1.38 per share annualized in the prior year.

The following table summarizes the shares repurchased of Class A and Class B Common Stock for the three months ended July 31, 2022 and 2021 (shares in thousands):
  
Three Months Ended
July 31,
  
   
2022
    
2021
  
Shares repurchased – Class A
    
212
      
129
  
Shares repurchased – Class B
    
—
      
1
  
Average price – Class A and Class B
  
$
47.12
    
$
56.88
  

39
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 $439.1 million of unhedged variable rate debt as of July 31, 2022 would affect net income and cash flow by approximately $3.4 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 months ended July 31, 2022, we recorded foreign currency translation losses in Accumulated other comprehensive loss, net of tax of approximately $19.8 million primarily as a result of the fluctuations of the US dollar relative to the euro and the British pound sterling. During the three months ended July 31, 2021, we recorded foreign currency translation losses in Accumulated other comprehensive loss, net of tax of approximately $5.9 million, primarily as a result of the fluctuations of the US dollar relative to the euro and, to a lesser extent the Australian dollar.

Exchange rate gains or losses related to foreign currency transactions are recognized as transaction gains or losses on our Unaudited Condensed Consolidated Statements of Net (Loss) Income 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.

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

 
July 31, 2022
    
April 30, 2022
  
Increase in Inventories, net
  
$
7,455
    
$
7,820
  
Decrease in Accrued royalties
    
(4,072
)
    
(3,893
)
Increase in Contract liabilities
    
29,647
      
31,135
  
Print book sales return reserve net liability balance
  
$
(18,120
)
  
$
(19,422
)
40



A one percent change in the estimated sales return rate could affect net income by approximately $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 7% of total consolidated revenue and more than 14% of accounts receivable at July 31, 2022. The top 10 book customers account for approximately 10% of total consolidated revenue and approximately 23% of accounts receivable at July 31, 2022.

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 July 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

41

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There have been no significant developments related to legal proceedings during the three months ended July 31, 2022. For information regarding legal proceedings, see our Annual Report on Form 10-K for the fiscal year ended April 30, 2022 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. 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 July 31, 2022, 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 Yet Be Purchased
Under Additional Plans or Programs
(Dollars in millions)
May 2022
  
—
  
 $
—
    
—
    
—
  
$
197.5
June 2022
  
105,421
    
47.53
    
105,421
    
—
    
192.5
July 2022
  
106,789
    
46.72
    
106,789
    
—
    
187.5
Total
  
212,210
  
 $
47.12
    
212,210
    
—
  
$
187.5

42

ITEM 6. EXHIBITS

Articles of Incorporation and By-Laws
3.1*
Restated Certificate of Incorporation of John Wiley and Sons, Inc. July 1, 1992.
 
Material Contracts
10.1*
Form of the Fiscal Year 2023 Executive Annual Incentive Plan.
   
10.2*
Form of the Fiscal Year 2023 Executive Long Term Incentive Plan.
   
10.3*
Restricted Share Unit Grant Agreement Under the Executive Long-Term Incentive Plan, Under the Business Officer Equity Program Pursuant to the 2014 Key Employee Stock Plan.
   
10.4*
Performance Share Unit Grant Agreement Under the Executive Long-Term Incentive Plan, Under the Business Officer  Equity Program Pursuant to the 2014 Key Employee Stock Plan.
 
Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
Inline XBRL
101.INS*
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH*
Inline XBRL Taxonomy Extension Schema Document.
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*          Filed herewith
43



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: September 7, 2022
  

44
INDEX
Exhibit 31.1

CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brian A. Napack, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of John Wiley & Sons, Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


By:
 
/s/ Brian A. Napack
 
  
Brian A. Napack
 
  
President and Chief Executive Officer
 
    
  
Dated: September 7, 2022
 
Exhibit 31.2

CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Christina Van Tassell, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of John Wiley & Sons, Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


By:
 
/s/ Christina Van Tassell
 
  
Christina Van Tassell
 
  
Executive Vice President and Chief Financial Officer
 
    
  
Dated: September 7, 2022
 
Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of John Wiley & Sons, Inc. (the “Company”) on Form 10-Q for the period ended July 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian A. Napack, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on my knowledge:

(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


By:
 
/s/ Brian A. Napack
 
  
Brian A. Napack
 
  
President and Chief Executive Officer
 
    
  
Dated: September 7, 2022
 
Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of John Wiley & Sons, Inc. (the “Company”) on Form 10-Q for the period ended July 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Christina Van Tassell, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on my knowledge:

(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


By:
 
/s/ Christina Van Tassell
 
  
Christina Van Tassell
 
  
Executive Vice President and Chief Financial Officer
 
    
  
Dated: September 7, 2022
 

RESTATED CERTIFICATE OF INCORPORATION
-of-
JOHN WILEY & SONS, INC.
July 1, 1992
`Under Section 807 of the Business Corporation Law
We, Charles R. Ellis and Richard S. Rudick, being respectively the President and the Secretary of John Wiley & Sons, Inc., hereby certify:
1.
The name of the Corporation is John Wiley & Sons, Inc. The corporation was formed under the name John Wiley & Sons.
2.
The Certificate of Incorporation was filed by the Department of State on the 15th day of January 1904.
3.
The text of the Certificate of Incorporation is hereby restated without further amendment or change to read as follows:
CERTIFICATE OF INCORPORATION
OF
JOHN WILEY & SONS, INC.
FIRST:   The name of the Corporation shall be John Wiley & Sons, Inc.
SECOND:  The purposes for which the Corporation is to be formed are:
To publish, produce, buy, sell and otherwise deal in books, periodicals and publishable matter of every kind and nature, as well as films, strips, records, tapes and other means of transmitting information; to do everything necessary or incidental thereto and to the carrying on alone or in conjunction with others, of a general publishing business and all branches thereof.
To acquire, sell, or otherwise dispose of and to use, operate or otherwise turn to account real and personal property of every kind and description, including but not by way of limitation, shares of stock or other interests in other corporations, organizations and entities, whether engaged in similar or different lines of business and generally to engage in any other similar activity.
THIRD:   The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is Sixteen Million (16,000,000) shares, consisting of Two Million (2,000,000) shares of Preferred Stock with a par value of One Dollar ($1.00) per share, Ten Million (10,000,000) shares of Class A Common Stock with a par value of One Dollar ($1.00) per share, and Four Million (4,000,000) shares of Class B Common Stock with a par value of One Dollar ($1.00) per share. The designations, relative rights, preferences and limitations of each class of capital stock of the Corporation shall be as follows:
PART I.   The Preferred Stock.   The Preferred Stock may be issued from time to time by the Board of Directors as shares of one or more series. Subject to the limitations herein and the limitations prescribed by law, the Board of Directors is expressly authorized, prior to issuance of Preferred Stock of a particular series, to fix the number of shares in such series and the designation, relative rights, preferences, and limitations of such series and, if and to the extent from time to time required by law, to file a certificate pursuant to Section 805 of the Business Corporation Law of New York or any statute amendatory thereof or supplemental thereto, establishing or changing the number of shares to be included in such series and fixing the designation, relative rights, preferences and limitations of the shares of such series. Pursuant to the foregoing general authority vested in it, but not in limitation thereof, the Board of Directors is expressly empowered to determine with respect to the shares of each series of Preferred Stock:
1.
The number of shares to constitute such series and the distinctive designations thereof;
2.
The dividend rate to which shares of such series shall be entitled and the restrictions, limitations and conditions upon the payment of such dividends, whether dividends shall be cumulative, and the date or dates from which dividends (if cumulative) shall accumulate and the dates on which dividends (if declared) shall be payable;
3.
Whether or not the shares of such series shall be redeemable and, if so, the terms, conditions, limitations and restrictions with respect to such redemption, including without limitation the date or dates upon and after which such shares shall be redeemable, the manner of selecting shares for redemption if less than all shares are to be redeemed, and the amount the holders of shares of such series shall be entitled to receive upon the redemption thereof, which amount may vary under different conditions and at different redemption dates;
4.
The rights of the shares of such series in the event of the voluntary or involuntary liquidation, dissolution or winding up of the Corporation including without limitation the amount payable per share of such series which amount may vary at different dates and may vary depending on whether such liquidation, dissolution or winding up is voluntary or involuntary;
5.
Whether or not the shares of such series shall be subject to the operation of a purchase, retirement or sinking fund and, if so, the terms, conditions, limitations and restrictions with respect thereto, including without limitation whether such purchase, retirement or sinking fund shall be cumulative or non-cumulative, the extent to and the manner in which such fund shall be applied to the purchase, retirement or redemption of the shares of such series for retirement or to other corporate purposes and the terms and provisions relative to the operation thereof;

6.
Whether or not shares of such series shall be convertible into, or exchangeable for, shares of stock of any other series of Preferred Stock or shares of Class A Common Stock and/or Class B Common Stock and, if so, the terms and conditions of such conversion or exchange, including the price or prices or the rate or rates of conversion or exchange and the terms of adjustment, if any;
7.
The voting rights, if any, of such series in addition to the voting rights provided by law provided, however, that the Board of Directors may not limit the rights of holders of Class A Common Stock set forth in paragraphs 3(i)(a) and 3(i)(d) of Part II hereof in determining the voting rights of any series of Preferred Stock; an
8.
Any other relative rights, preferences, limitations or restrictions of such series not inconsistent with law or the provisions of this Certificate of Incorporation.
PART II.   The Common Stock.   Subject to the relative rights, preferences and limitations of the Preferred Stock, the holders of the Class A Common Stock and Class B Common stock shall have and possess the following rights, preferences, and limitations appertaining to capital stock of the Corporation:
1.
Dividends.   Subject to subparagraph (2), whenever a dividend is paid to the holders of Class B Common Stock, the Corporation also shall pay to the holders of Class A Common Stock a dividend per share at least equal to the dividend per share paid to the holders of Class B Common Stock. Subject to subparagraph (2), the Corporation may pay dividends to holders of Class A Common Stock in excess of dividends paid, or without paying dividends to holders of Class B Common Stock. Dividends shall be payable only out of earnings or assets of the Corporation legally available for the payment of such dividends and only as and when declared by the Board of Directors.
2.
Share Distributions.   If at any time a distribution is to be paid in Class A Common Stock, Class B Common Stock or any other securities of the Corporation, the same distribution shall be made with respect to each share of Class A Common Stock and each share of Class B Common Stock, except one or more shares of Class A Common Stock may be distributed to each share of Class A Common Stock outstanding and the same number of shares of Class B Common Stock may be distributed to each share of Class B stock outstanding.
3.
Voting (i)Voting power shall be divided between Class A Common Stock and Class B Common Stock as follows:
(a)
With respect to the election of directors, the holders of Class A Common Stock voting as a separate class shall be entitled to elect that number of directors that constitutes 30% of the authorized number of members of the Board of Directors (including for all purposes any number of the Board of Directors entitled to be elected by the holders of any series of Preferred Stock authorized and issued after September 13, 1982, and if 30% of the number of directors which constitutes  the members of the Board of Directors is not a whole number, the holders of Class A Common Stock shall be entitled to elect the nearest higher whole number of directors that is at least 30% of such membership. Holders of Class B Common Stock voting as a separate class shall be entitled to elect the remaining directors (excluding such directors as the holders of Preferred Stock may be entitled to elect).
(b)
The holders of Class A Common Stock shall be entitled to vote as a separate class on the removal, with or without cause, of any director elected by the holders of Class A Common Stock and the holders of Class B Common Stock shall be entitled to vote as a separate class on the removal, with or without cause, of any director elected by the holders of Class B Common Stock.
(c)
In addition to the voting rights conferred in paragraphs (3)(i)(a), (3)(i)(b) and (3)(i)(d) hereof, the holders of the Class A Common Stock and the holders of the Class B Common Stock shall be entitled to vote as separate classes on such other matters as may be required by law or the requirements of any national securities exchange on which the Corporation's securities may be listed for trading to be submitted to such holders as separate classes.
(d)
Any vacancy in the office of a director elected by the holders of the Class A Common Stock may be filled by a vote of such holders, voting as a separate class, and any vacancy in the office of a director elected by the holders of the Class B Common Stock may be filled by a vote of such holders, voting as a separate class, or in the absence of a shareholder vote, in the case of a vacancy in the office of a director elected by either class, such vacancy may be filled by the remaining directors elected by the particular class of Common Stock. Any director elected by the Board of Directors to fill a vacancy shall serve until the next annual meeting of shareholders and until his or her successor has been elected and has qualified. To the extent permitted by the By-Laws or applicable law, the Board of Directors may increase the number of directors and any vacancy so created may be filled by the Board of Directors; provided that, so long as the holders of Class A Common Stock have the rights provided in paragraphs  (3)(i)(a) and (3)(i)(d) hereof as of the date of the last preceding annual meeting of shareholders, the Board of Directors may be so enlarged by the Board of Directors only to the extent that at least 30% (rounded up to the nearest higher whole number, as provided by paragraph (3)(i)(a) of the enlarged Board consists of directors elected by the holders of the Class A Common Stock or by persons approved to fill vacancies created by the death, resignation or removal of persons elected by the holders of the Class A Common Stock. The remaining directors of the enlarged Board shall be elected by the holders of the Class B Common Stock or the holders of Preferred Stock if they are so entitled or by persons approved to fill vacancies created by the death, resignation or dismissal of persons elected by the holders of the Class B Common Stock or the holders of Preferred Stock if they are so entitled.
(e)
The holders of Class A Common Stock and Class B Common Stock shall, in all matters not specified in Sections (a), (b), (c) and (d) of this paragraph (3)(i), vote together as a single class; provided that the holders of Class A Common Stock shall have one-tenth (1/10) of one (1) vote per share and the holders of Class B Common Stock shall have one (1) vote per share.

(f)
(i) If the number of issued and outstanding (therefore not counting treasury) shares of Class B Common Stock is less than 300,000 at any time, then the rights, preferences and limitations of the holders of Class A Common Stock and Class B Common Stock shall thereafter be identical, and such holders shall vote as a single class upon all matters.
(ii)  Except as expressly set forth in the resolution or resolutions of the Board of Directors creating any series of the Preferred Stock or when required by law the holders of any series of the Preferred Stock entitled to vote shall not vote separately as a class but shall vote on all matters as a single class, together with the holders of the Classes of Common Stock; provided, however, that in any such resolution creating any series of Preferred Stock after September 13, 1982, the Board of Directors may not limit the rights of the holders of Class A Common Stock set forth in paragraph (3)(i)(a) and (3)(i)(d) hereof.
4.
Conversion.
(a)
Each holder of record of Class B Common Stock may at any time or from time to time, in such holder's sole discretion and at such holder's option, convert any whole number of shares or all of such holder's Class B Common Stock into fully paid and non-assessable Class A Common Stock at the rate (subject to adjustment as hereinafter provided) of one (1) share of Class A Common Stock for each share of Class B Common Stock surrendered for conversion.  Any such conversion may be effected by any holder of Class B Common Stock surrendering such holder's certificate or certificates for the Class B Common Stock to be converted, duly endorsed, at the office of the Corporation or any transfer agent for the Class B Common Stock, together with a written notice to the Corporation at such office that such holder elects to convert all or a specified number of shares of Class B Common Stock and stating the name or names in which such holder desires the certificate for such Class A Common Stock to be issued.  Promptly thereafter, the Corporation shall issue and deliver to such holder or such holder's nominee or nominees, a certificate or certificates for the number of shares of Class A Common Stock to which such holder shall be entitled as aforesaid.  Such conversion shall be deemed to have been made at the close of business at the date of such surrender, and the person or persons entitled to receive the Class A Common Stock issuable on such conversion shall be treated for all purposes as the record holder or holders of such Class A Common Stock on that date.
(b)
In the event that prior to the occurrence of the event described in paragraph 3(i)(f) hereof, the Corporation shall declare and pay a distribution of securities of the Corporation respecting Class A Common Stock without declaring and paying a proportionate distribution of securities of the Corporation respecting Class B Common Stock, or Class A Common Stock is changed into, exchanged for, or reclassified into a different number of shares of outstanding securities of the Corporation, or any other corporation or entity, without such action being taken on a proportionate basis with respect to Class B Common Stock, whether such distribution, change, exchange or reclassification occurs through a reorganization, recapitalization, stock dividend, stock split, combination of shares, merger, consolidation or otherwise, then the conversion rate specified above shall be appropriately and equitably adjusted to reflect such action.
(c)
No fraction of a share of Class A Common Stock shall be issued upon change of Common Stock into Class A Common Stock and Class B Common Stock or on conversion of any Class B Common Stock but, in lieu thereof, the Corporation shall pay in cash therefore the pro rata fair market value of any such fraction as determined by the Board of Directors of the Corporation.  Any such determination of fair market value shall be final and binding on the Corporation and on each holder of Class B Common Stock or Class A Common Stock.
FOURTH:  The office of the Corporation shall be located in the City, County and State of New York, and the address to which the Secretary of State shall mail a copy of process in any action or proceeding against the Corporation which may be served upon him is 605 Third Avenue, New York, New York.
FIFTH:  The Secretary of State is hereby designated as agent of the Corporation on whom process in any action or proceeding against it may be served.
SIXTH:  No contract or other transaction between the Corporation and any other corporation shall be invalidated, vitiated or in any way affected by the fact that any one or more of the directors of the Corporation is or are interested in, or is a director or officer, or are directors or officers of such other corporation, and any director or directors, individually or jointly, may be a party or parties to, or may be interested in any contract or transaction of the Corporation or in which the Corporation is interested, and no contract, act or transaction of the Corporation with any person or persons, firm or corporation, shall be vitiated, invalidated or in any way affected by the fact that any director or directors of the Corporation is a party, or are parties to or are interested in such contract, act or transaction, or in any way connected with such person or persons, firm or corporation, and each and every person who may become a director of the Corporation is hereby relieved from any liability or obligation to account for profits which might otherwise arise by reason of the contracting with the Corporation for the benefit of himself or any other person or any firm, association or corporation in which he may be in any way interested, or by reason of the making of a contract by the Corporation with any other corporation in which such director may be in any way interested or of which he may be an officer or director.
SEVENTH:  No holder of any share of stock of the Corporation shall, because of his ownership of stock, have a preemptive or other right to purchase, subscribe for or take any part of any stock of the Corporation issued, optioned or sold by it after its incorporation. Any part of the Capital Stock of the Corporation authorized by the Certificate of Incorporation may at any time be issued, optioned for sale, and sold or disposed of by the Corporation, pursuant to resolution of its Board of Directors, to such persons and upon such terms and conditions as may, to such Board seem proper and advisable, without first offering the said stock or any part thereof to existing stockholders.
EIGHTH:  A person who is or was a director of the Corporation shall under no circumstances have any personal liability to the Corporation or its shareholders for damages for any breach of duty in such capacity, except for those specific breaches resulting in liability for an act or omission with respect to which the New York Business Corporation Law expressly provides that this provision shall not eliminate or limit such personal liability of directors. Nothing in this Article shall directly or indirectly increase the liability of any such person based upon acts or omissions occurring before the adoption hereof.
4.
The restatement of the Certificate of Incorporation herein certified was authorized by the Board of Directors of the Corporation.
IN WITNESS WHEREOF, we have executed and subscribed this document, and do hereby affirm, under the penalties of perjury, that the statements contained therein have been examined by us and are true and correct this 1st day of July 1992.


/s/ Charles R. Ellis
Charles R. Ellis, President



/s/ Richard S. Rudick
Richard S. Rudick, Secretary







FY2023


EXECUTIVE ANNUAL INCENTIVE PLAN


PLAN DOCUMENT





CONFIDENTIAL










MAY 1, 2022













CONTENTS

Section
Subject
Page
I.
Definitions
2
II.  
Plan Objectives
3
III.
Eligibility
3
IV.
Performance Measurement
3
V.
Performance Evaluation
4
VI.
Payouts
4
VII.
Administration and Other Matters
5


1
I.     DEFINITIONS

Following are definitions for words and phrases used in this document.  Unless the context clearly indicates otherwise, these words and phrases are considered to be defined terms and appear in this document in italicized print:
base salary   A participant's annualized base salary as of July 1, 2022 (excluding any temporary pay reductions), or the date of hire or promotion into the plan, if later, adjusted for any amount of time the participant may not be in the plan for reasons of hire, death, disability, retirement and/or termination.
business criteria An indicator of financial performance, chosen from the business criteria listed in Section  4(b)(ii) of the shareholder plan. The following business criteria are used in this plan:
operating income Net revenue less cost of sales, amortization of intangibles and operating and administrative expenses, calculated consistently with the Company’s adjusted results reported publicly
revenue  Gross annual revenue, net of provision for returns, cancellations, etc., in a manner consistent with amounts reported for the Company’s segment and total results
business unit A business or subsidiary of the Company.
Company    John Wiley & Sons, Inc.
Executive Compensation and Development Committee (Committee) The committee of the Company's Board of Directors responsible for the review and approval of executive compensation.
financial goal   A targeted level of attainment of a given business criteria.
financial results   Actual achievement of Company financial goals for the plan year and the business financial results derived therefrom.
funding  The percentage of financial results against financial goals deemed achieved for the Company, relative to the performance levels set, used to determine the aggregate amount available for annual incentives to be allocated to participants under the plan.
objectives    Assignment of strategic and measurable goals and objectives for each participant for the plan year, made by the President & CEO, and in the case of the President & CEO, the Committee.  For participants who lead a business unit, objectives include achievement of business unit financial goals.
participant   An employee of the Company selected to participate in the plan.
payout   Actual gross dollar amount paid to a participant under the plan, if any, based on achievement of objectives within the context of business funding.
performance levels
threshold   The minimum acceptable level of achievement of a financial goal in order to earn a payout, expressed as a percentage of target ( e.g., 95% of target).
target   Achievement of the assigned financial goal-100%.
outstanding   Superior achievement of a financial goal, earning the maximum payout, expressed as a percentage of target (e.g., 105% of target).

2
personal performance modifier    The assessment of each participant’s objectives for the plan year, made by the President & CEO, and in the case of the President & CEO, the Committee, expressed as a percentage between 0 and 200%.
plan    This FY 2023 Executive Annual Incentive Plan.
plan year  The twelve-month period from May 1, 2022 to April 30, 2023, or a portion of this period, at the discretion of the Committee.
shareholder plan  The Company’s 2014 Executive Annual Incentive Plan.
target incentive amount   The amount that a participant is eligible to receive if financial goals are achieved at the target performance level and objectives are at 100%.
target incentive percent   The percent applied to the participant's base salary to determine the target incentive amount for this plan.
II.     PLAN OBJECTIVES

The plan is intended to provide the officers and other key colleagues of the Company and of its subsidiaries, affiliates and certain joint venture companies, upon whose judgement, initiative and efforts the Company depends for its growth and for the profitable conduct of its business, with additional incentive to promote the success of the Company.
III.     ELIGIBILITY

A participant is selected by the President & CEO and recommended for participation to the Committee, which has sole discretion for determining eligibility, from among those colleagues in key management positions deemed able to make the most significant contributions to the growth and profitability of the Company.  The President and CEO of the Company is a participant. Designation of a participant eligible to receive an incentive hereunder for a particular plan year shall not require designation of such participant eligible to receive a payout in any subsequent plan year.
IV.     PERFORMANCE MEASUREMENT

The plan uses two categories for performance measurement:  Company financial performance and personal performance.

A.
Financial Performance

1.
The CEO recommends and the Committee adopts, in its sole discretion, financial goals and performance levels for the Company to be used in the plan year.

2.
Each financial goal is assigned a weight, such that the sum of the weights of all financial goals equals 100%.

B.
Personal Performance
1.
Each participant’s objectives are determined at the beginning of the plan year by the participant and the President & CEO.  The President & CEO’s objectives are determined by the President & CEO and the Committee.
2.
Objectives may be revised during the plan year, as appropriate.


3
V.     PERFORMANCE EVALUATION

A.
Financial Performance
1.
Actual financial results achieved by the Company will be determined at the end of the plan year, by comparing financial results with previously set financial goals.
2.
In determining the attainment of financial results,
a.
the impact of foreign exchange gains or losses will be excluded.
b.
the impact of any of the events (1) through (9) listed in Section 4(b)(ii) of the shareholder plan will be excluded from the financial results of any affected business unit.
3.
Funding
a.
Funding under the plan is determined on a continuum, as follows:
1.
For performance below the threshold level, the funding is zero.
2.
For performance at the threshold level, the funding is 50%.
3.
For performance between the threshold and target levels, the funding is between 50% and 100%, determined on a pro-rata basis.
4.
For performance at the target level, the funding is 100%.
5.
For performance between the target and outstanding levels, the funding is between 100% and 150%, determined on a pro-rata basis.
6.
For performance at or above the outstanding level, the funding is 150%.
b.
In the case where the Company misses threshold performance for one or both financial goals, but achieves 85% of the Company’s full-year operating income target, a minimum funding of 50% will be available for payout under the plan.
B.
Personal Performance
1.
At the end of the plan year, each participant’s performance will be measured by achievement of his/her objectives, with a personal performance modifier in the range of 0-200%.  This assessment will be made by the President & CEO, and in the case of the President & CEO, by the Committee.  The personal performance modifier is multiplied by the funding to determine payout under the plan.
2.
The Committee approves payouts made to all participants under the plan.

VI.     PAYOUTS

A.
Payouts will be made within 90 days after the end of the plan year.

B.
In the event of a participant's death, disability, retirement or leave of absence prior to the payout for the plan year, the payout, if any, will be determined by the Committee.  Any such payout will be calculated as noted in Section V.
C.
A participant must be actively employed by the Company on the date of payout without having given notice or having been given notice of termination to be eligible for a payout for the plan year. Exceptions to this provision shall be made with the approval of the Committee, in its sole discretion.

D.
A participant who is hired or promoted into an eligible position during the plan year may receive a prorated payout as determined by the Committee, in its sole discretion.


4
VII.    ADMINISTRATION AND OTHER MATTERS

A.
The plan will be administered by the Committee, which shall have authority in its sole discretion to interpret and administer this plan, including, without limitation, all questions regarding eligibility and status of any participant, and no participant shall have any right to receive a payout or payment of any kind whatsoever, except as determined by the Committee hereunder.

B.
The Company will have no obligation to reserve or otherwise fund in advance any amount which may become payable under the plan.

C.
In the event that the Company is required to file a restatement of its financial results due to fraud, gross negligence or intentional misconduct by one or more employees, and/or material non-compliance with Securities laws, the Company will require reimbursement of any annual incentive compensation awarded to all participants in the amount by which such compensation exceeded any lower payment that would have been made based on the restated financial results, for the fiscal year in which the restatement was required, to the full extent required or permitted by law. 

If a participant is directly responsible for or involved in fraud, gross negligence or intentional misconduct that causes the Company to file a restatement of its financial results, the Company will require reimbursement of all annual incentive compensation awarded to such participant, for the fiscal year in which the restatement was required, to the full extent required or permitted by law.

The action permitted to be taken by the Company under this section (C) is in addition to, and not in lieu of, any and all other rights of the Company and/or the Committee under applicable law and shall apply notwithstanding anything to the contrary in this plan.

D.
This plan may not be modified or amended except with the approval of the Committee, in accordance with the provisions of the shareholder plan.

E.
In the event of a conflict between the provisions of this plan and the provisions of the shareholder plan, the provisions of the shareholder plan shall apply.
F.
In the event that any provision of this plan shall be considered illegal or invalid for any reason, such illegality and invalidity shall not affect the remaining provisions of the plan, but shall be fully severable, and the plan shall be construed and enforced as if such illegal or invalid provision had never been contained therein.

5


JOHN WILEY & SONS, INC.
FY 2023 EXECUTIVE LONG TERM INCENTIVE PLAN
PLAN DOCUMENT
CONFIDENTIAL
May 1, 2022


CONTENTS

Section
Subject
Page
I.
Definitions
2
II.
Plan Objectives
3
III.
Eligibility
3
IV.
Performance Targets and Measurement
4
V.
Performance Evaluation
4
VI.
Performance Share Unit Award Provisions
5
VII.
Restricted Share Units
5
VIII.
Payouts
6
IX.
Administration and Other Matters
7


1

I.     DEFINITIONS
Following are definitions for words and phrases used in this document.  Unless the context clearly indicates otherwise, these words and phrases are considered to be defined terms and appear in this document in italicized print:
business criteria An indicator of financial performance, chosen from the business criteria listed in Section 10.2 of the shareholder plan. The following business criteria are used in this plan:
revenue  Gross annual revenue, net of provision for returns, cancellations, etc., in a manner consistent with amounts reported for the Company’s results for for each year of the plan period
EBITDA  Adjusted operating income excluding depreciation expense and amortization of intangible and product development assets in the Company’s Summary of Operations, consistent with amounts reported for the Company’s adjusted EBITDA results reported publicly, for for each year of the plan period
business unit The Company, a business or subsidiary of the Company, or a global unit of the Company.
Company  John Wiley & Sons, Inc.
Executive Compensation and Development Committee (Committee) The committee of the Company’s Board of Directors responsible for the review and approval of executive compensation.
financial goal  A targeted level of attainment of a given business criteria.
financial results  The published, audited financial results of the Company.
participant  An employee of the Company selected to participate in the plan.
performance levels
threshold  The minimum acceptable level of achievement of a financial goal in order to earn a payout, expressed as a percentage of target e.g., 85% of target).
target   Achievement of the assigned financial goal-100%.
outstanding  superior achievement of a financial goal, earning the maximum payout, expressed as a percentage of target (e.g., 115% of target).
performance share unit  The contingent right given by the Company to a participant to receive a share of stock issued pursuant to this plan and the shareholder plan that is subject to forfeiture.  In the shareholder plan, such stock is referred to as “Performance-Based Stock.”

2
performance target  A participant's objective to achieve specific financial goals for assigned business criteria in the plan period, as approved by the Committee.  A performance target comprises all of the financial goals for the business criteria in a business unit.
plan   This FY 2023 Executive Long Term Incentive Plan.
plan-end adjusted performance share unit award   The number of performance share units earned by a participant at the end of the plan period after adjustments, if any, are made, as set forth in Sections V and VIII.
plan period   The three year period from May 1, 2022 to April 30, 2025, or a portion of this period, at the discretion of the Committee.
restricted share unit  The contingent right given by the Company to a participant to receive a share of stock issued pursuant to this plan and the shareholder plan that is subject to forfeiture.  In the shareholder plan, such stock is referred to as “Restricted Stock.”
shareholder plan   The John Wiley & Sons, Inc.  2014 Key Employee Stock Plan.
stock   Class A Common Stock (par value $1 per share) of the Company.
target award  The targeted number of performance share units that a participant is eligible to receive if 100% of his/her applicable performance targets are achieved and the participant remains employed by the Company through the June 30, 2025 vesting date, except as otherwise provided in Section VIII.
II.     PLAN OBJECTIVES
The plan is intended to provide the officers and other key colleagues of the Company and of its subsidiaries, affiliates and certain joint venture companies, upon whose judgment, initiative and efforts the Company depends for its growth and for the profitable conduct of its business, with additional incentive to promote the success of the Company.
III.     ELIGIBILITY
A participant is selected by the President and CEO and recommended for participation to the Committee, which has sole discretion for determining eligibility, from among those colleagues in key management positions deemed able to make the most significant contributions to the growth and profitability of the Company.  The President and CEO of the Company is a participant. Designation of a participant eligible to receive an incentive hereunder for a particular plan year shall not require designation of such participant eligible to receive a payout in any subsequent plan year.

3
IV.     PERFORMANCE TARGETS AND MEASUREMENT
The President and CEO recommends and the Committee adopts, in its sole discretion, performance targets and performance levels for each participant to be used in the plan period.
A.
Performance targets, comprising one or more financial goals, are defined for each business unit. Each financial goal is assigned a weight, such that the sum of the weights of all financial goals for a business unit equals 100%.
B.
Each participant is assigned performance targets for one or more business units, based on the participant’s position, responsibilities, and his/her ability to affect the results of the assigned business unit. For each participant, each business unit is assigned a weight, such that the sum of the weights of all business units for a participant equals 100%. Collectively, all business unit performance targets constitute the participant’s plan period objectives.
C.
Each financial goal is assigned performance levels (threshold, target and outstanding).
V.     PERFORMANCE EVALUATION
A.
Financial Results
1.
At the end of the plan period, the financial results for each business unit are compared with that unit’s financial goals to determine the payout for each participant.
2.
In determining the attainment of financial goals, the impact of  any of the events (1) through (9) listed in Section 10.2 of the shareholder plan will be excluded from the financial results for any affected business unit.
3.
Award Determination
•
Achievement of threshold performance of at least one financial goal of a performance target is necessary for a participant to receive a payout for that performance target.
•
The unweighted payout factor for each financial goal is determined as follows:
o
For performance below the threshold level, the payout factor is zero.
o
For performance at the threshold level, the payout factor is 50%.
o
For performance between the threshold and target levels, the payout factor is between 50% and 100%, determined on a pro-rata basis.
o
For performance at the target level, the payout factor is 100%.

4
o
For performance between the target and outstanding levels, the payout factor is between 100% and 200%, determined on a pro-rata basis.
o
For performance at or above the outstanding level, the payout factor is 200%.
•
A participant’s plan-end adjusted performance share unit award is determined as follows:
o
Each financial goal’s unweighted payout factor determined above times the weighting of that financial goal equals the weighted payout factor for that financial goal
o
The sum of the weighted payout factors for a business unit’s financial goals equals the payout factor for that performance target.
o
The participant’s target award
times
the business unit weight
times
the performance target payout factor
equals
the participant’s payout for that business unit
o
The sum of the payouts for all the business units assigned to a participant for each year of the plan period, divided by three, equals the participant’s total plan-end adjusted performance share unit award.
•
The Committee may, in its sole discretion, reduce a participant’s payout to any level it deems appropriate.

VI.     PERFORMANCE SHARE UNIT AWARD PROVISIONS
The plan-end adjusted performance share unit award will be compared to the target award, and the appropriate amount of performance share units will be awarded or forfeited, as required, to bring the performance share unit award to the number of shares designated as the plan-end adjusted performance share unit award.
VII.     RESTRICTED SHARE UNITS
The participant may be granted restricted share units pursuant to the shareholder plan at the beginning of the plan period, representing another incentive vehicle by which the participant is able to share in the long-term growth of the Company. The terms and conditions of the restricted share unit award are contained in the shareholder plan and in the restricted share unit award grant agreement.

5
VIII.     PAYOUTS
A.
Normal Payout.  Plan-end adjusted performance share units awards will be made within 2-1/2 months after the end of the plan period.
B.
Resignation or Termination with Cause.  Except as otherwise provided in this Section VIII or in a written agreement approved by the Committee, a participant who resigns, or whose employment is terminated by the Company, with Cause before the award is vested, will forfeit the right to receive an award.
C.
Death or Disability.  Solely to the extent provided by the Committee in the award summary or in a written agreement, in the event of a participant’s death or disability while in employment prior to the end of the plan period, the participant (or, in the event of death, his or her estate) will receive a prorated plan-end adjusted performance share unit award which shall be paid out in shares based upon actual performance upon the conclusion of the plan period, within 2-1/2 months after the end of the plan period. “Disability” for this purpose will be determined by the Committee under a definition permitted under Code Section 409A.
D.
Retirement or Termination without Cause.  Except as otherwise provided in this Section VIII or in a written agreement approved by the Committee, in the event of a participant’s retirement as that term is defined in the shareholder plan, or if a participant’s employment is terminated by the Company without Cause, prior to the end of the plan period, and the participant has been an active participant in the performance period for at least one (1) year or more, the participant will receive a prorated plan-end adjusted performance share unit award (as determined by the Committee) which shall be paid out in shares based upon actual performance upon the conclusion of the plan period, within 2-1/2 months after the end of the plan period.
E.
Change of Control.  In the event of a Change of Control, as that term is defined in the shareholder plan, in cases where:
•
the acquiring company is not publicly traded, or
•
where the acquiring company is publicly traded and the company does not assume or replace the outstanding equity, or
•
participant’s employment is terminated due to a "without cause termination" or "constructive discharge" within twenty-four months following a change of control,
all then outstanding “target” performance share units shall immediately become fully vested, and all plan-end adjusted performance share unit awards that are not yet vested shall immediately become fully vested.

6
F.
Performance Share Units Earned for Completed Plan Periods.  In the event of the participant’s death, Disability, or retirement as that term is defined in the shareholder plan or performance share unit grant agreement, following the end of the plan period but prior to full vesting of the plan-end adjusted performance share unit awards, such performance share units shall immediately become fully vested.
G.
Change in Position.  A participant who is hired or promoted into an eligible position during the plan period may receive a prorated plan-end adjusted performance share unit award as determined by the Committee, in its sole discretion.

IX.     ADMINISTRATION AND OTHER MATTERS
A.
The plan will be administered by the Committee, which shall have authority in its sole discretion to interpret and administer this plan, including, without limitation, all questions regarding eligibility and status of any participant, and no participant shall have any right to receive a payout or payment of any kind whatsoever, except as determined by the Committee hereunder.
B.
The Company will have no obligation to reserve or otherwise fund in advance any amount which may become payable under the plan.
C.
In the event that the Company is required to file a restatement of its financial results due to fraud, gross negligence or intentional misconduct by one or more employees and/or material non-compliance with Securities laws, the Company will cancel the unvested performance share units previously granted to all participants in the amount by which such shares exceeded any lower number of shares that would have been earned based on the restated financial results, for the plan cycle in which the restatement was required, and if applicable, any gain associated with the award for that plan cycle will be repaid to the Company by the participant in the amount by which such gain exceeded any lower gain that would have been made based on the restated financial results, to the full extent required or permitted by law.  This provision extends beyond the clawback requirements under Sarbanes-Oxley that are limited to our Chief Executive Officer and Chief Financial Officer.
If a participant is directly responsible for or involved in fraud, gross negligence or intentional misconduct that causes the Company to file a restatement of its financial results, the Company will cancel the unvested performance share units previously granted to such participant, for the plan cycle in which the restatement was required, and if applicable, any gain associated with the award for that plan cycle will be repaid to the Company by the participant, to the full extent required or permitted by law. 

The action permitted to be taken by the Company under this section (c) is in addition to, and not in lieu of, any and all other rights of the Company and/or the Committee under applicable law and shall apply notwithstanding anything to the contrary in this plan.

7
D.
This plan may not be modified or amended except with the approval of the Committee, in accordance with the provisions of the shareholder plan.
E.
In the event of a conflict between the provisions of this plan and the provisions of the shareholder plan, the provisions of the shareholder plan shall apply.
F.
In the event that any provision of this plan shall be considered illegal or invalid for any reason, such illegality and invalidity shall not affect the remaining provisions of the plan, but shall be fully severable, and the plan shall be construed and enforced as if such illegal or invalid provision had never been contained therein.
G.
No awards of any type under this plan shall be considered as compensation for purposes of defining compensation for retirement, savings or supplemental executive retirement plans, statutory indemnity or any other benefit.

8




RESTRICTED SHARE UNIT GRANT AGREEMENT
UNDER THE EXECUTIVE LONG-TERM INCENTIVE PLAN,
UNDER THE BUSINESS OFFICER EQUITY PROGRAM,
PURSUANT TO THE 2014 KEY EMPLOYEE STOCK PLAN

TO: <<Participant>>
To recognize and reward your contribution toward the long-term success of John Wiley & Sons, Inc. (Company), you have been granted this restricted share unit award (Award) under the Executive Long-Term Incentive Plan or the Business Officer Equity Program (together herein defined as Program), pursuant to the Company’s 2014 Key Employee Stock Plan (Plan). The Award represents the right to receive shares of the Company’s Class A Common Stock (Shares) that are subject to the vesting conditions set forth in this agreement (Agreement).
The details of your Award are summarized below:
Grant ID:  <<Grant ID>>
Grant Date:  June 22, 2022
Number of Restricted Share Units:  <<Number of RSUs>> 
Vesting Schedule: 25% on April 30, 2023, 25% on April 30, 2024, 25% on April 30, 2025, and 25% on April 30, 2026 except as otherwise provided in Section 2. 
The terms of the Award are as set forth in this Agreement and in the Plan, a copy of which is available on the UBS One Source Website. The Plan is incorporated into this Agreement by reference, which means that this Agreement is limited by and subject to the express terms and provisions of the Plan. In the event of a conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.
1.
Issuance of Shares and Shareholder Rights. You shall not have any right in, to, or with respect to any of the Shares (including any voting rights or rights with respect to dividends paid on the Common Stock) issuable under the Award until the Award is settled by the issuance of such Shares to you.  The restricted share units shall vest in accordance with the above Vesting Schedule.  One Share shall be issuable for each restricted share unit that vests on such vesting date subject to the terms and provisions of the Plan and this Agreement.  On or promptly following those dates, the Company shall transfer such Shares to you upon satisfaction of any required minimum tax withholding obligations.  Following settlement of the Award, and upon satisfaction of all minimum tax withholding obligations, you become a shareholder of record, and shall receive voting rights and rights with respect to dividends paid thereafter on the Shares awarded.



2.
Termination of Employment.
a.
Retirement, Resignation or Termination with or without Cause or Constructive Discharge.  Except as otherwise provided in this Section or in a written agreement approved by the Executive Compensation and Development Committee (Committee), if you retire, or if you resign, or if your employment is terminated by the Company with or without Cause or Constructive Discharge before the Award vests, you shall forfeit the right to receive an Award.
b.
Death or Disability.  In the event of your death or Disability while in employment prior to the vesting of the Shares, all unvested Shares shall immediately become fully vested and payable to you (or, in the event of your death, your estate).  “Disability” for this purpose shall be determined by the Committee pursuant to Section 22(e) (3) of the Code.
c.
Change in Control.  In the event of a Change in Control, as that term is defined in the Plan, in cases where:
i.
the acquiring company is not publicly traded, or
ii.
where the acquiring company is publicly traded and the company does not assume or replace the outstanding equity, or
iii.
your employment is terminated due to a without Cause termination or Constructive Discharge within twenty-four (24) months following a Change in Control where the awards were assumed or replaced, 
all unvested Shares granted pursuant to this Agreement shall immediately become fully vested and settled through the issuance of Shares promptly following such event.
Cause is defined as:  (A) your refusal or willful and continued failure to substantially perform your material duties to the best of your ability (for reasons other than death or disability), in any such case after written notice thereof and your failure to remedy such refusal or failure; (B) your gross negligence in the performance of your material duties; (C) any act of fraud, misappropriation, material dishonesty, embezzlement, willful misconduct or similar conduct; (D) your conviction of or plea of guilty or nolo contendere to a felony or any crime involving moral turpitude; or (E) your material and willful violation of any of the Company’s reasonable rules, regulations, policies, directions and restrictions.
Constructive Discharge is defined as:  (A) any material reduction of your base salary or total compensation opportunity other than a general reduction in base salary and/or total compensation opportunity that affects all substantially similar executives in substantially the same proportion; (B) a material and adverse change to, or a material reduction of, your duties and responsibilities to the Company (other than temporarily while you are physically or mentally incapacitated, or as required by applicable law); or (C) the relocation of your primary office to any location more than fifty (50) miles from the Company’s principal executive offices, resulting in a materially longer commute for you.
Retirement is defined as a participant’s retirement after attaining a minimum of age 55 with 10 or more years of continuous employment with the Company, or any Subsidiary or Affiliate.
3.
Restrictions.  Except as otherwise provided for in this Agreement or in the Plan, the restricted share units or rights granted hereunder may not be sold, pledged or otherwise transferred.


4.
Non-Compete, Non-Solicitation
a.
During your employment with the Company, you have and will become familiar with the Company’s trade secrets, information related to the operations, products and services of the Company, and with other Confidential Information concerning the Company, its subsidiaries, affiliates, and companies acquired by the Company. Therefore, during your employment period and for a period of one year thereafter, you agree that you shall not directly or indirectly own any interest in, manage, control, participate in, consult with, or render services for any Competing Business.
A “Competing Business” is any person or entity that (i) conducts or is planning to conduct a business similar to and/or in competition with any Company business unit to which you rendered services during the two year period prior to the date at issue or (ii) creates, develops, distributes, produces, offers for sale or sells a product or service that can be used as a substitute for, or is generally intended to satisfy the same customer needs for, any one or more products or services created, developed, distributed, produced or offered for sale or sold by the Company business unit to which you rendered services during the two year period prior to the date at issue.  In the event that you have an enterprise role at the Company, you will be deemed to render services to all Company business units.
b.
During your employment and for a period of one year thereafter, you agree that you shall not directly, or indirectly through another entity, (i) induce or attempt to induce any employee of the Company or any affiliate to leave the employ of the Company or such affiliate, or in any way interfere with the relationship between the Company or any affiliate and any employee thereof, (ii) solicit, induce, recruit or hire any person who was an employee of the Company or any affiliate at any time during your employment with the Company, or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any affiliate to cease doing business with the Company or such affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee or business relation and the Company or any affiliate (including, without limitation, making any negative statements or communications about the Company or its affiliates).
c.
Forfeiture of Awards.  By accepting the Award, you expressly agree and acknowledge that the forfeiture provisions will apply if the Committee determines, in its sole judgment, that you have engaged in an act that violates paragraph (a) and/or (b).  In such a determination, your outstanding Restricted Share Units will immediately be rescinded, and you will forfeit any rights you have with respect to these Restricted Share Units as of the date of the Committee’s determination.  In addition, you hereby agree and promise immediately to deliver to the Company an amount equal to the value of any Restricted Share Units you received under this Award during the period beginning twelve (12) months prior to your Termination of Employment and ending on the date of the Committee’s determination.
5.
Taxes.
a.
Generally.  You are ultimately liable and responsible for all taxes owed in connection with the Award and dividend payments arising from this Award, regardless of any action the Company or UBS takes with respect to any tax withholding obligations that arise in connection with the Award.  Neither the Company nor UBS makes any representation or undertaking regarding the treatment of any tax withholding in connection with the grant or vesting of the Award or the subsequent sale of Shares issuable pursuant to the Award.  The Company does not commit and is under no obligation to structure the Award to reduce or eliminate your tax liability.  The Company may refuse to issue any Shares to you until you satisfy the tax withholding obligation.   For purposes hereof, “UBS” includes the Plan third party administrator and any successor thereto.


b.
Payment of Withholding Taxes.  Prior to each vesting date in connection with the Award that results in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any social tax obligation, you must arrange for the satisfaction of the minimum amount of such tax withholding obligation, as required, in a manner acceptable to the Company.  You are responsible for obtaining professional advice as appropriate.  Prior to the vesting dates in connection with the Award, you shall be notified by UBS of any minimum tax withholding obligation.  You have the option of satisfying your minimum tax withholding obligation in one of two ways:
i.
By Surrendering Shares.  Unless you choose to satisfy the minimum tax withholding obligation by some other means in accordance with clause (ii) below, your acceptance of this Award constitutes your instruction and authorization to the Company and UBS to withhold a whole number of Shares from those Shares issuable to you as the Company and UBS determine to be appropriate to satisfy your minimum tax withholding obligation on each vesting date.       
ii.
By Check (U.S. participants only), Wire Transfer or Other Means.  You may elect to satisfy your minimum tax withholding obligation by remitting to UBS as instructed an amount that the Company and UBS determine is sufficient to satisfy the minimum tax withholding obligation.
6.
Plan Information.    You agree to receive stockholder information, including copies of any annual report, proxy statement and other periodic reports, from the Investor Relations section of http://www.wiley.com.  You acknowledge that copies of the Plan and stockholder information are available upon written or telephonic request to the Corporate Secretary.
7.
Limitation on Rights; No Right to Future Grants; Extraordinary Item. By entering into this Agreement and accepting the Award, you acknowledge that: (a) the Plan is discretionary and may be modified, suspended or terminated by the Company at any time as provided in the Plan; (b) the grant of the Award is a one-time benefit and does not create any contractual or other right to receive future grants of awards or benefits in lieu of awards; (c) all determinations with respect to any such future grants, including, but not limited to, the times when awards shall be granted, the number of shares subject to each award, the award price, if any, and the time or times when each award shall be settled, shall be at the sole discretion of the Company; (d) your participation in the Plan is voluntary; (e) the value of this Award on an ongoing basis is an extraordinary item which is outside the scope of your terms of employment or your employment contract, if any; (f)  the Award is not part of normal or expected compensation for any purpose, including without limitation for calculating any benefits, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) the future value of the Common Stock subject to the Award is unknown and cannot be predicted with certainty, (h) neither the Plan, the Award nor the issuance of the Shares confers upon you any right to continue in the employ of (or any other relationship with) the Company or any Subsidiary, nor do they limit in any respect the right of the Company or any Subsidiary to terminate your employment or other relationship with the Company or any Subsidiary, as the case may be, at any time.
8.
Acceptance and Acknowledgment.   I accept and agree to the terms of the restricted share unit Award described in this Agreement and in the Plan, acknowledge receipt of a copy of this Agreement and the Plan, and acknowledge that I have read them carefully and that I fully understand their contents.








PERFORMANCE SHARE UNIT GRANT AGREEMENT
UNDER THE EXECUTIVE LONG-TERM INCENTIVE PLAN,
UNDER THE BUSINESS OFFICER EQUITY PROGRAM
PURSUANT TO THE 2014 KEY EMPLOYEE STOCK PLAN
TO: <<Participant>>
To recognize and reward your contribution toward the long-term success of John Wiley & Sons, Inc. (Wiley or Company), you have been granted this performance share unit award (Award) under the Executive Long-Term Incentive Plan or the Business Officer Equity Program (together herein defined as Program), pursuant to the Company’s 2014 Key Employee Stock Plan (Plan). The Award represents the right to receive shares of the Company’s Class A Common Stock (Shares) that are subject to achievement of the performance criteria and of the vesting conditions set forth in this agreement (Agreement).
The details of your Award are summarized below:
Grant ID: <<Grant ID>>
Grant Date:  June 22, 2022
Target Number of Performance Share Units:  <<Number of RPSUs>> 
Performance Period: Fiscal Years 2023-2025 (May 1, 2022-April 30, 2025)
Vesting Date: 100% on June 30, 2025, except as otherwise provided in Section 3.
The terms of the Award are as set forth in this Agreement and in the Plan, a copy of which is available on the UBS One Source Website. The Plan is incorporated into this Agreement by reference, which means that this Agreement is limited by and subject to the express terms and provisions of the Plan. In the event of a conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.
1.
Performance Criteria. The Performance Period for this Award is three (3) fiscal years covering three years of financial performance.  Company Revenue (weighted at 50%) and Company EBITDA (weighted at 50%) are the financial performance measures used for this Performance Period.  The non-achievement of the threshold performance level for one of the financial criteria does not preclude a payout for that other financial criterion.
Revenue  Gross annual Revenue, net of provision for returns, cancellations, etc., in a manner consistent with amounts reported for the Company’s results for each year of the Performance Period.
EBITDA  Adjusted operating income excluding depreciation expense and amortization of intangible and product development assets in the Company’s Summary of Operations, consistent with amounts reported for the Company’s adjusted EBITDA results reported publicly, for each year of the Performance Period.



Targets for Revenue and EBITDA will be set at the beginning of each fiscal year of the Performance Period, and payout will be equal to the average achievement for the three years.
The following table outlines the financial performance measures for Fiscal Year 2023.
Participants will receive an addendum containing the financial performance measures for Fiscal Years 2024 and 2025.
Performance Level for
Payout Range for Such Goal
<Threshold
No performance share units are earned
Threshold
50% of the target number of performance share units are earned
>Threshold and <Target
between 50% and 100% of the target number of performance share units are earned, on a pro-rata basis
Target
the target number of performance share units are earned
>Target and <Outstanding
between 100% and 200% of the target number of performance share units are earned, on a pro-rata basis
Outstanding or above
200% of the target number of performance share units are earned

Discretion: Regardless of any provision of the Plan to the contrary, the Committee will not exercise its discretion to adjust any award downward below the amount that would otherwise be payable except in extraordinary circumstances.
2.
Issuance of Shares and Shareholder Rights. Following the performance period, any performance share units earned for the performance period remain subject to vesting as described herein.  You shall not have any right in, to, or with respect to any of the Shares (including any voting rights or rights with respect to dividends paid on the Common Stock) issuable under the Award until the Award is settled by the issuance of such Shares to you.  One Share shall be issuable for each performance share unit that vests on such vesting date subject to the terms and provisions of the Plan and this Agreement.  On or promptly following that date, the Company shall transfer such Shares to you upon satisfaction of any required minimum tax withholding obligations. No fractional shares shall be issued under this Agreement. Following settlement of the Award, and upon satisfaction of all minimum tax withholding obligations, you become a shareholder of record, and shall receive voting rights and rights with respect to dividends paid thereafter on the Shares awarded.


3.
Termination of Employment.
a.
Resignation or Termination with Cause.  Except as otherwise provided in this Section or in a written agreement approved by the Executive Compensation and Development Committee (Committee), if you resign, or if your employment is terminated by the Company with Cause before the Award is vested, you shall forfeit the right to receive an Award (whether or not the performance criteria have been met).
b.
Retirement, Termination without Cause.  If you Retire, or if your employment is terminated by the Company without Cause, and you have been an active participant in the Performance Period for at least one (1) year or more, you shall receive a prorated Award, which shall be paid out in Shares based upon actual performance upon the conclusion of the Performance Period.
c.
Death or Disability.  In the event of your death or Disability while in employment prior to the end of the Performance Period, you (or, in the event of your death, your estate) shall receive a prorated Award which shall be paid out in Shares based upon actual performance upon the conclusion of the performance period.  In the event of your death or Disability following the end of the performance period but prior to full vesting of the Shares, you (or, in the event of your death, your estate) shall receive an Award which shall be paid out in Shares based upon actual performance upon the conclusion of the Performance Period. “Disability” for this purpose shall be determined by the Committee pursuant to Section 22(e) (3) of the Code.
d.
Change in Control.  In the event of a Change in Control, as that term is defined in the Plan, in cases where:
i.
the acquiring company is not publicly traded, or
ii.
where the acquiring company is publicly traded and the company does not assume or replace the outstanding equity, or
iii.
your employment is terminated due to a without Cause termination or Constructive Discharge within twenty-four (24) months following a change in control where the awards were assumed or replaced,
the target Award (determined as if performance were at the target level) granted pursuant to this Agreement shall immediately become fully vested, and all Shares granted pursuant to this Agreement that are earned but unvested shall immediately become fully vested and settled through the issuance of Shares promptly following such event.
Cause is defined as:  (A) your refusal or willful and continued failure to substantially perform your material duties to the best of your ability (for reasons other than death or disability), in any such case after written notice thereof and your failure to remedy such refusal or failure; (B) your gross negligence in the performance of your material duties; (C) any act of fraud, misappropriation, material dishonesty, embezzlement, willful misconduct or similar conduct; (D) your conviction of or plea of guilty or nolo contendere to a felony or any crime involving moral turpitude; or (E) your material and willful violation of any of the Company’s reasonable rules, regulations, policies, directions and restrictions.


Constructive Discharge is defined as:  (A) any material reduction of your base salary or total compensation opportunity other than a general reduction in base salary and/or total compensation opportunity that affects all substantially similar executives in substantially the same proportion; (B) a material and adverse change to, or a material reduction of, your duties and responsibilities to the Company (other than temporarily while you are physically or mentally incapacitated, or as required by applicable law); or (C) the relocation of your primary office to any location more than fifty (50) miles from the Company’s principal executive offices, resulting in a materially longer commute for you.
Retirement is defined as a participant’s retirement after attaining a minimum of age 55 with 10 or more years of continuous employment with the Company, or any Subsidiary or Affiliate.
4.
Restrictions.  Except as otherwise provided for in this Agreement or in the Plan, the performance share units or rights granted hereunder may not be sold, pledged or otherwise transferred.
5.
Non-Compete, Non-Solicitation
a.
During your employment with the Company, you have and will become familiar with the Company’s trade secrets, information related to the operations, products and services of the Company, and with other Confidential Information concerning the Company, its subsidiaries, affiliates, and companies acquired by the Company. Therefore, during your employment period and for a period of one year thereafter, you agree that you shall not directly or indirectly own any interest in, manage, control, participate in, consult with, or render services for any Competing Business.
A “Competing Business” is any person or entity that (i) conducts or is planning to conduct a business similar to and/or in competition with any Company business unit to which you rendered services during the two year period prior to the date at issue or (ii) creates, develops, distributes, produces, offers for sale or sells a product or service that can be used as a substitute for, or is generally intended to satisfy the same customer needs for, any one or more products or services created, developed, distributed, produced or offered for sale or sold by the Company business unit to which you rendered services during the two year period prior to the date at issue.  In the event that you have an enterprise role at the Company, you will be deemed to render services to all Company business units.
b.
During your employment and for a period of one year thereafter, you agree that you shall not directly, or indirectly through another entity, (i) induce or attempt to induce any employee of the Company or any affiliate to leave the employ of the Company or such affiliate, or in any way interfere with the relationship between the Company or any affiliate and any employee thereof, (ii) solicit, induce, recruit or hire any person who was an employee of the Company or any affiliate at any time during your employment with the Company, or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any affiliate to cease doing business with the Company or such affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee or business relation and the Company or any affiliate (including, without limitation, making any negative statements or communications about the Company or its affiliates).


c.
Forfeiture of Awards.  By accepting the Award, you expressly agree and acknowledge that the forfeiture provisions will apply if the Committee determines, in its sole judgment, that you have engaged in an act that violates paragraph (a) and/or (b).  In such a determination, your outstanding Performance Share Units will immediately be rescinded, and you will forfeit any rights you have with respect to these Performance Share Units as of the date of the Committee’s determination.  In addition, you hereby agree and promise immediately to deliver to the Company an amount equal to the value of any Performance Share Units you received under this Award during the period beginning twelve (12) months prior to your Termination of Employment and ending on the date of the Committee’s determination.
6.
Clawback.  In the event that the Company is required to file a restatement of its financial results due to fraud, gross negligence or intentional misconduct by one or more employees and/or material non-compliance with Securities laws, the Company shall cancel the unvested performance share units previously granted to you in the amount by which such performance share units exceed any lower number of performance share units that would have been earned based on the restated financial results, for the performance period in which the restatement was required, and if applicable, any gain associated with the Award for that performance period shall be repaid to the Company by you in the amount by which such gain exceeds any lower gain that would have been made based on the restated financial results, to the full extent required or permitted by law.
If you are directly responsible for or involved in fraud, gross negligence or intentional misconduct that causes the Company to file a restatement of its financial results, the Company shall cancel the unvested performance share units previously granted to you, for the performance period in which the restatement was required, and if applicable, any gain associated with the Award for that performance period shall be repaid to the Company by you, to the full extent required or permitted by law. 
This Section 6 shall be deemed to be automatically revised if the Company amends its clawback policy, and such amended clawback policy shall apply in lieu hereof.
7.
Taxes.
a.
Generally.  You are ultimately liable and responsible for all taxes owed in connection with the Award and dividend payments arising from this Award, regardless of any action the Company or UBS takes with respect to any tax withholding obligations that arise in connection with the Award.  Neither the Company nor UBS makes any representation or undertaking regarding the treatment of any tax withholding in connection with the grant or vesting of the Award or the subsequent sale of Shares issuable pursuant to the Award.  The Company does not commit and is under no obligation to structure the Award to reduce or eliminate your tax liability.  The Company may refuse to issue any Shares to you until you satisfy the tax withholding obligation.   For purposes hereof, “UBS” includes the Plan third party administrator and any successor thereto.


b.
Payment of Withholding Taxes.  Prior to each vesting date in connection with the Award that results in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any social tax obligation, you must arrange for the satisfaction of the minimum amount of such tax withholding obligation, as required, in a manner acceptable to the Company.  You are responsible for obtaining professional advice as appropriate.  Prior to the vesting dates in connection with the Award, you shall be notified by UBS of any minimum tax withholding obligation.  You have the option of satisfying your minimum tax withholding obligation in one of two ways:
i.
By Surrendering Shares.  Unless you choose to satisfy the minimum tax withholding obligation by some other means in accordance with clause (ii) below, your acceptance of this Award constitutes your instruction and authorization to the Company and UBS to withhold a whole number of Shares from those Shares issuable to you as the Company and UBS determine to be appropriate to satisfy your minimum tax withholding obligation on each vesting date.
ii.
By Check (U.S. participants only), Wire Transfer or Other Means.  You may elect to satisfy your minimum tax withholding obligation by remitting to UBS as instructed an amount that the Company and UBS determine is sufficient to satisfy the minimum tax withholding obligation.
8.
Plan Information.    You acknowledge that you have received the Fiscal Year 2023-2025 (May 1, 2022-April 30, 2025) performance criteria and the Program summary from the Company, and you agree to receive stockholder information, including copies of any annual report, proxy statement and other periodic reports, from the Investor Relations section of http://www.wiley.com.  You acknowledge that copies of the Plan and stockholder information are available upon written or telephonic request to the Corporate Secretary.
9.
Limitation on Rights; No Right to Future Grants; Extraordinary Item. By entering into this Agreement and accepting the Award, you acknowledge that: (a) the Plan is discretionary and may be modified, suspended or terminated by the Company at any time as provided in the Plan; (b) the grant of the Award is a one-time benefit and does not create any contractual or other right to receive future grants of awards or benefits in lieu of awards; (c) all determinations with respect to any such future grants, including, but not limited to, the times when awards shall be granted, the number of shares subject to each award, the award price, if any, and the time or times when each award shall be settled, shall be at the sole discretion of the Company; (d) your participation in the Plan is voluntary; (e) the value of this Award on an ongoing basis is an extraordinary item which is outside the scope of your terms of employment or your employment contract, if any; (f) the Award is not part of normal or expected compensation for any purpose, including without limitation for calculating any benefits, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) the future value of the Common Stock subject to the Award is unknown and cannot be predicted with certainty, (h) neither the Plan, the Award nor the issuance of the Shares confers upon you any right to continue in the employ of (or any other relationship with) the Company or any Subsidiary, nor do they limit in any respect the right of the Company or any Subsidiary to terminate your employment or other relationship with the Company or any Subsidiary, as the case may be, at any time.
10.
Acceptance and Acknowledgment. I accept and agree to the terms of the Performance Share Unit Award described in this Agreement and in the Plan, acknowledge receipt of a copy of this Agreement, the Plan and the applicable Program Summary, and acknowledge that I have read them carefully and that I fully understand their contents.