10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended October 31, 2022

OR

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

For the transition period from_____ to _____

Commission File No. 001-11507

JOHN WILEY & SONS, INC.

(Exact name of Registrant as specified in its charter)

New York	13-5593032
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
111 River Street, Hoboken, New Jersey	07030
(Address of principal executive offices)	Zip Code

(201) 748-6000

Registrant’s telephone number, including area code

Not Applicable

Former name, former address and former fiscal year, if changed since last report

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, par value $1.00 per share	WLY	New York Stock Exchange
Class B Common Stock, par value $1.00 per share	WLYB	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o	Smaller reporting company o
	Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

The number of shares outstanding of each of the Registrant’s classes of common stock as of November 30, 2022 were:

Class A, par value $1.00 – 46,530,311

Class B, par value $1.00 – 9,029,059

JOHN WILEY & SONS, INC. AND SUBSIDIARIES

INDEX

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	5
	Condensed Consolidated Statements of Financial Position – Unaudited as of October 31, 2022 and as of April 30, 2022	5
	Condensed Consolidated Statements of Net Income – Unaudited for the three and six months ended October 31, 2022 and 2021	6
	Condensed Consolidated Statements of Comprehensive Income – Unaudited for the three and six months ended October 31, 2022 and 2021	7
	Condensed Consolidated Statements of Cash Flows – Unaudited for the six months ended October 31, 2022 and 2021	8
	Condensed Consolidated Statements of Shareholders' Equity – Unaudited for the three and six months ended October 31, 2022 and 2021	9
	Notes to Unaudited Condensed Consolidated Financial Statements
	Note 1. Basis of Presentation	10
	Note 2. Recent Accounting Standards	10
	Note 3. Acquisitions	11
	Note 4. Revenue Recognition, Contracts with Customers	12
	Note 5. Operating Leases	16
	Note 6. Stock-Based Compensation	17
	Note 7. Accumulated Other Comprehensive Loss	19
	Note 8. Reconciliation of Weighted Average Shares Outstanding	20
	Note 9. Restructuring and Related Charges (Credits)	21
	Note 10. Segment Information	24
	Note 11. Inventories	25
	Note 12. Goodwill and Intangible Assets	25
	Note 13. Income Taxes	26
	Note 14. Retirement Plans	27
	Note 15. Debt and Available Credit Facilities	27
	Note 16. Derivative Instruments and Hedging Activities	28
	Note 17. Capital Stock and Changes in Capital Accounts	30
	Note 18. Commitments and Contingencies	31
	Note 19. Subsequent Events	31
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	52
Item 4.	Controls and Procedures	53
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	54
Item 1A.	Risk Factors	54
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	54
Item 6.	Exhibits	55
SIGNATURES		56

2

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

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

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

JOHN WILEY & SONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION – UNAUDITED

In thousands

	October 31, 2022		April 30, 2022
Assets:
Current assets
Cash and cash equivalents	$	118,423	$	100,397
Accounts receivable, net of allowance for credit losses of $20.2 million and $21.2 million, respectively	260,026		331,960
Inventories, net	34,447		36,585
Prepaid expenses and other current assets	70,098		81,924
Total current assets	482,994		550,866
Technology, property and equipment, net	249,922		271,572
Intangible assets, net	860,576		931,429
Goodwill	1,268,312		1,302,142
Operating lease right-of-use assets	93,334		111,719
Other non-current assets	173,233		193,967
Total assets	$	3,128,371	$	3,361,695
Liabilities and shareholders' equity:
Current liabilities
Accounts payable	$	46,250	$	77,438
Accrued royalties	101,598		101,596
Short-term portion of long-term debt	25,000		18,750
Contract liabilities	263,821		538,126
Accrued employment costs	84,333		117,121
Short-term portion of operating lease liabilities	19,043		20,576
Other accrued liabilities	94,532		95,812
Total current liabilities	634,577		969,419
Long-term debt	978,683		768,277
Accrued pension liability	75,668		78,622
Deferred income tax liabilities	157,048		180,065
Operating lease liabilities	120,559		132,541
Other long-term liabilities	84,029		90,502
Total liabilities	2,050,564		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 - 70,228 and 70,226 as of October 31, 2022 and April 30, 2022, respectively	70,228		70,226
Class B common stock, $1 par value per share: Authorized shares - 72 million, Issued shares - 12,954 and 12,956 as of October 31, 2022 and April 30, 2022, respectively	12,954		12,956
Additional paid-in-capital	465,216		459,297
Retained earnings	1,902,661		1,921,160
Accumulated other comprehensive loss, net of tax	(545,986)		(508,146)
Less treasury shares at cost (Class A – 23,719 and 23,515 as of October 31, 2022 and April 30, 2022, respectively; Class B – 3,924 and 3,924 as of October 31, 2022 and April 30, 2022, respectively)	(827,266)		(813,224)
Total shareholders’ equity	1,077,807		1,142,269
Total liabilities and shareholders' equity	$	3,128,371	$	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 INCOME – UNAUDITED

Dollars in thousands except per share information

	Three Months Ended October 31,				Six Months Ended October 31,
	2022		2021		2022		2021
Revenue, net	$	514,836	$	533,003	$	1,002,405	$	1,021,391
Costs and expenses:
Cost of sales	170,302		174,782		344,333		340,738
Operating and administrative expenses	253,029		264,190		535,780		524,779
Restructuring and related charges (credits)	13,956		(1,333)		36,397		(1,609)
Amortization of intangible assets	20,110		21,476		45,421		42,627
Total costs and expenses	457,397		459,115		961,931		906,535
Operating income	57,439		73,888		40,474		114,856
Interest expense	(9,332)		(4,997)		(15,664)		(9,636)
Foreign exchange transaction gains (losses)	478		(1,370)		(138)		(1,000)
(Loss) gain on sale of certain assets	—		(56)		—		3,694
Other (expense) income, net	(255)		3,150		271		6,703
Income before taxes	48,330		70,615		24,943		114,617
Provision for income taxes	10,137		14,648		4,585		44,820
Net income	$	38,193	$	55,967	$	20,358	$	69,797
Earnings per share
Basic	$	0.69	$	1.00	$	0.37	$	1.25
Diluted	$	0.68	$	0.99	$	0.36	$	1.24
Weighted average number of common shares outstanding
Basic	55,622		55,806		55,679		55,833
Diluted	56,195		56,388		56,326		56,477

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

6

JOHN WILEY & SONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) – UNAUDITED

Dollars in thousands

	Three Months Ended October 31,				Six Months Ended October 31,
	2022		2021		2022		2021
Net income	$	38,193	$	55,967	$	20,358	$	69,797
Other comprehensive (loss) income:
Foreign currency translation adjustment	(36,148)		(9,483)		(55,928)		(15,420)
Unamortized retirement credits, net of tax (expense) of $(2,257), $(1,183), $(3,737), and $(1,626), respectively	8,146		4,065		13,227		5,654
Unrealized gain on interest rate swaps, net of tax (expense) of $(1,809), $(602), $(1,748) and $(775), respectively	5,305		1,809		4,861		2,347
Total other comprehensive loss	(22,697)		(3,609)		(37,840)		(7,419)
Comprehensive income (loss)	$	15,496	$	52,358	$	(17,482)	$	62,378

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

	Six Months Ended October 31,
	2022		2021
Operating activities
Net income	$	20,358	$	69,797
Adjustments to reconcile net income to net cash used in operating activities:
Amortization of intangible assets	45,421		42,627
Amortization of product development assets	16,452		18,088
Depreciation and amortization of technology, property and equipment	48,827		48,406
Restructuring and related charges (credits)	36,397		(1,609)
Stock-based compensation expense	13,998		13,059
Employee retirement plan expense	14,622		9,892
Foreign exchange transaction losses	138		1,000
Gain on sale of certain assets	(40)		(3,694)
Other noncash (credits) charges	(8,514)		37,663
Net change in operating assets and liabilities	(263,855)		(310,851)
Net cash used in operating activities	(76,196)		(75,622)
Investing activities
Product development spending	(11,445)		(13,001)
Additions to technology, property and equipment	(38,530)		(37,676)
Businesses acquired in purchase transactions, net of cash acquired	(96)		(13,615)
Proceeds related to the sale of certain assets	40		3,375
Acquisitions of publication rights and other	1,738		(1,654)
Net cash used in investing activities	(48,293)		(62,571)
Financing activities
Repayments of long-term debt	(208,925)		(113,425)
Borrowings of long-term debt	437,311		340,901
Purchases of treasury shares	(17,500)		(17,367)
Change in book overdrafts	(15,771)		(19,212)
Cash dividends	(38,749)		(38,619)
Impact of tax withholding on stock-based compensation and other	(4,763)		(5,232)
Net cash provided by financing activities	151,603		147,046
Effects of exchange rate changes on cash, cash equivalents, and restricted cash	(8,784)		(1,742)
Cash reconciliation:
Cash and cash equivalents	100,397		93,795
Restricted cash included in Prepaid expenses and other current assets	330		564
Balance at beginning of period	100,727		94,359
Increase for the period	18,330		7,111
Cash and cash equivalents	118,423		100,898
Restricted cash included in Prepaid expenses and other current assets	634		572
Balance at end of period	$	119,057	$	101,470
Cash paid during the period for:
Interest	$	14,077	$	8,769
Income taxes, net of refunds	$	25,349	$	22,019

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 July 31, 2022	$	70,226	$	12,956	$	458,578	$	1,883,857	$	(523,289)	$	(820,002)	$	1,082,326
Restricted shares issued under stock-based compensation plans	—		—		(225)		1		—		277		53
Impact of tax withholding on stock-based compensation and other	—		—		—		—		—		(41)		(41)
Stock-based compensation expense	—		—		6,863		—		—		—		6,863
Purchases of treasury shares	—		—		—		—		—		(7,500)		(7,500)
Class A common stock dividends ($0.3475 per share)	—		—		—		(16,252)		—		—		(16,252)
Class B common stock dividends ($0.3475 per share)	—		—		—		(3,138)		—		—		(3,138)
Common stock class conversions	2		(2)		—		—		—		—		—
Comprehensive income, net of tax	—		—		—		38,193		(22,697)		—		15,496
Balance at October 31, 2022	$	70,228	$	12,954	$	465,216	$	1,902,661	$	(545,986)	$	(827,266)	$	1,077,807

	Class A common stock		Class B common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss, net of tax		Treasury stock		Total shareholders' equity
Balance at July 31, 2021	$	70,211	$	12,971	$	445,690	$	1,844,578	$	(494,600)	$	(800,945)	$	1,077,905
Restricted shares issued under stock-based compensation plans	—		—		(634)		2		—		705		73
Impact of tax withholding on stock-based compensation and other	—		—		39		—		—		(1,111)		(1,072)
Stock-based compensation expense	—		—		6,713		—		—		—		6,713
Purchases of treasury shares	—		—		—		—		—		(10,000)		(10,000)
Class A common stock dividends ($0.3450 per share)	—		—		—		(16,190)		—		—		(16,190)
Class B common stock dividends ($0.3450 per share)	—		—		—		(3,122)		—		—		(3,122)
Comprehensive income, net of tax	—		—		—		55,967		(3,609)		—		52,358
Balance at October 31, 2021	$	70,211	$	12,971	$	451,808	$	1,881,235	$	(498,209)	$	(811,351)	$	1,106,665

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

JOHN WILEY & SONS, INC., AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY – UNAUDITED

Dollars in thousands

	Class A common stock		Class B common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss, net of tax		Treasury stock		Total shareholders' equity
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	—		—		(8,082)		1		—		8,221		140
Impact of tax withholding on stock-based compensation and other	—		—		—		—		—		(4,763)		(4,763)
Stock-based compensation expense	—		—		14,001		—		—		—		14,001
Purchases of treasury shares	—		—		—		—		—		(17,500)		(17,500)
Class A common stock dividends ($0.3475 per share)	—		—		—		(32,582)		—		—		(32,582)
Class B common stock dividends ($0.3475 per share)	—		—		—		(6,276)		—		—		(6,276)
Common stock class conversions	2		(2)		—		—		—		—		—
Comprehensive loss, net of tax	—		—		—		20,358		(37,840)		—		(17,482)
Balance at October 31, 2022	$	70,228	$	12,954	$	465,216	$	1,902,661	$	(545,986)	$	(827,266)	$	1,077,807

	Class A common stock		Class B common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss, net of tax		Treasury stock		Total shareholders' equity
Balance at April 30, 2021	$	70,208	$	12,974	$	444,358	$	1,850,058	$	(490,790)	$	(795,517)	$	1,091,291
Restricted shares issued under stock-based compensation plans	—		—		(6,976)		(1)		—		7,114		137
Impact of tax withholding on stock-based compensation and other	—		—		349		—		—		(5,581)		(5,232)
Stock-based compensation expense	—		—		14,077		—		—		—		14,077
Purchases of treasury shares	—		—		—		—		—		(17,367)		(17,367)
Class A common stock dividends ($0.3450 per share)	—		—		—		(32,375)		—		—		(32,375)
Class B common stock dividends ($0.3450 per share)	—		—		—		(6,244)		—		—		(6,244)
Common stock class conversions	3		(3)		—		—		—		—		—
Comprehensive income, net of tax	—		—		—		69,797		(7,419)		—		62,378
Balance at October 31, 2021	$	70,211	$	12,971	$	451,808	$	1,881,235	$	(498,209)	$	(811,351)	$	1,106,665

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

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.

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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 October 31, 2022 was $2.9 million and $(0.8) million, respectively. XYZ Media’s revenue and operating loss included in our Education Services segment results for the six months ended October 31, 2022 was $5.4 million and $(2.3) million, respectively.

During the six months ended October 31, 2022, no revisions were made to the allocation of the consideration transferred to the 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 income included in the Research segment for the three months ended October 31, 2022 related to these other acquisitions was approximately $4.5 million and $0.2 million, respectively. The incremental revenue and operating loss included in the Research segment for the six months ended October 31, 2022 related to these other acquisitions was approximately $9.1 million and $(2.1) million, respectively.

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During the six months ended October 31, 2022, no revisions were made to the allocation of the consideration transferred to the assets acquired and liabilities assumed. Associated with these other acquisitions, we recorded the preliminary aggregate excess purchase price over identifiable net tangible and intangible assets acquired and liabilities assumed, which included a preliminary allocation of $24.8 million of goodwill allocated to the Research segment and $15.6 million of intangible assets subject to amortization. No goodwill was allocated to the Education Services segment.

The allocation of the consideration transferred for the assets acquired, including intangible assets and goodwill, and liabilities assumed was finalized during the three months ended October 31, 2022 for the J&J acquisition.

The allocations of the total consideration transferred to the assets acquired, including intangible assets and goodwill, and the liabilities assumed for the remaining other acquisitions are preliminary, and could be revised as a result of additional information obtained due to the finalization of the third-party valuation report, leases and related commitments, tax related matters and contingencies and certain assets and liabilities, including receivables and payables, but such amounts will be finalized within the measurement period, which will not exceed one year from the acquisition date.

Note 4 — Revenue Recognition, Contracts with Customers

Disaggregation of Revenue

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

	Three Months Ended October 31,				Six Months Ended October 31,
	2022		2021		2022		2021
Research (1):
Research Publishing (2)	$	232,641	$	238,853	$	472,164	$	482,137
Research Solutions (2)	38,718		36,301		74,108		67,773
Total Research	271,359		275,154		546,272		549,910
Academic & Professional Learning:
Education Publishing	86,200		98,581		149,256		164,961
Professional Learning	66,441		77,948		136,344		150,832
Total Academic & Professional Learning	152,641		176,529		285,600		315,793
Education Services:
University Services (3)	57,759		58,630		105,570		113,598
Talent Development Services (3)	33,077		22,690		64,963		42,090
Total Education Services	90,836		81,320		170,533		155,688
Total Revenue	$	514,836	$	533,003	$	1,002,405	$	1,021,391

(1) The Research segment was previously referred to as Research Publishing & Platforms.

(2) As previously announced, in May 2022 our revenue by product type previously referred to as Research Platforms was changed to Research Solutions. Research Solutions includes infrastructure and publishing services that help societies and corporations thrive in a complex knowledge ecosystem. In addition to Platforms (Atypon), certain product offerings such as corporate sales which included the recent acquisitions of Madgex Holdings Limited (Madgex), and Bio-Rad Laboratories Inc.’s Informatics products (Informatics) that were previously included in Research Publishing moved to Research Solutions to align with our strategic focus. Research Solutions also includes product offerings related to certain recent acquisitions such as J&J, and EJP. Prior period results have been revised to the new presentation. There were no changes to the total Research segment or our consolidated financial results. The revenue reclassified to Research Solutions was $24.0 million and $44.1 million for the three and six months ended October 31, 2021, respectively.

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(3) In May 2022, we moved the WileyNXT product offering from Talent Development Services to University Services and the prior period results have been included in University Services. There were no changes to the total Education Services segment or our total consolidated financial results. The revenue reclassified was $0.5 million and $1.1 million for the three and six months ended October 31, 2021, respectively.

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 $271.4 million and $546.3 million in the three and six months ended October 31, 2022, respectively.

We disaggregated revenue by Research Publishing & Research Solutions to reflect the different type of products and services provided.

Research Publishing Products

Research Publishing products provide scientific, technical, medical, and scholarly journals, as well as related content and services, to academic, corporate, and government libraries, learned societies, and individual researchers and other professionals. Research Publishing revenue was $232.6 million and $472.2 million in the three and six months ended October 31, 2022, respectively, and the majority is recognized over time.

Research Publishing products generate approximately 87% in both the three and six months ended October 31, 2022, respectively, 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 and the EJP business. J&J is a publishing services company providing expert offerings in editorial operations, production, copyediting, system support and consulting. EJP is a technology platform company with an established journal submission and peer-review management system. Research Solutions revenue was $38.7 million and $74.1 million in the three and six months ended October 31, 2022, respectively, 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 $152.6 million and $285.6 million in the three and six months ended October 31, 2022, respectively.

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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 $86.2 million and $149.3 million in the three and six months ended October 31, 2022, respectively. Education Publishing products generate approximately 57% and 64% in the three and six months ended October 31, 2022, respectively, of its revenue from contracts with its customers from Education (print and digital) Publishing, which is recognized at a point in time, and 32% and 22% in the three and six months ended October 31, 2022, respectively, 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 $66.4 million and $136.3 million in the three and six months ended October 31, 2022, respectively. Professional Learning (print and digital) products generate approximately 54% and 56% in the three and six months ended October 31, 2022, respectively, 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 46% and 44% of Professional Learning products revenue in the three and six months ended October 31, 2022, respectively, is from contracts with its customers from Corporate Training and Corporate Learning, which is recognized mainly over time.

Education Services

Education Services revenue was $90.8 million and $170.5 million in the three and six months ended October 31, 2022, respectively, 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 $57.8 million and $105.6 million in the three and six months ended October 31, 2022, respectively, and is mainly recognized over time. University Services primarily engages in 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 $33.1 million and $65.0 million in the three and six months ended October 31, 2022, respectively, and is recognized at the point in time the services are provided to its customers. Talent Development Services 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.

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

	October 31, 2022		April 30, 2022		Increase/ (Decrease)
Balances from contracts with customers:
Accounts receivable, net	$	260,026	$	331,960	$	(71,934)
Contract liabilities (1)	263,821		538,126		(274,305)
Contract liabilities (included in Other long-term liabilities)	$	20,857	$	19,072	$	1,785

(1) The sales return reserve recorded in Contract liabilities is $28.9 million and $31.1 million, as of October 31, 2022 and April 30, 2022, respectively.

For the six months ended October 31, 2022, we estimate that we recognized revenue of approximately 73% that was included in the current contract liability balance 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 October 31, 2022, the aggregate amount of the transaction price allocated to the remaining performance obligations is approximately $284.7 million, which included the sales return reserve of $28.9 million. Excluding the sales return reserve, we expect that approximately $234.9 million will be recognized in the next twelve months with the remaining $20.9 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.

Our assets associated with incremental costs to fulfill a contract were $10.6 million and $10.9 million at October 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 $1.1 million and $2.3 million during the three and six months ended October 31, 2022, respectively, related to these assets within Cost of sales on our Unaudited Condensed Consolidated Statements of Net Income. We recorded amortization expense of $1.3 million and $2.8 million during the three and six months ended October 31, 2021, respectively, related to these assets within Cost of sales on our Unaudited Condensed Consolidated Statements of Net Income.

Sales and value-added taxes are excluded from revenues. Shipping and handling costs, which are primarily incurred within the Academic & Professional Learning segment, occur before the transfer of control of the related goods. Therefore, in accordance with the revenue standard, it is not considered a promised service to the customer and would be considered a cost to fulfill our promise to transfer the goods. Costs incurred for third party shipping and handling are primarily reflected in Operating and administrative expenses on our Unaudited Condensed Consolidated Statements of Net Income. We incurred $7.1 million and $13.5 million in shipping and handling costs in the three and six months ended October 31, 2022, respectively. We incurred $7.2 million and $14.0 million in shipping and handling costs in the three and six months ended October 31, 2021, respectively.

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Note 5 — Operating Leases

We have contractual obligations as a lessee with respect to offices, warehouses and distribution centers, automobiles, and office equipment.

We determine if an arrangement is a lease at inception of the contract in accordance with guidance detailed in the lease standard and we perform the lease classification test as of the lease commencement date. Right-of-use (ROU) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

The present value of the lease payments is calculated using an incremental borrowing rate, which was determined based on the rate of interest that we would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. We use an unsecured borrowing rate and risk-adjust that rate to approximate a collateralized rate.

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 liabilities are presented on our Unaudited Condensed Consolidated Statement of Financial Position as follows:

	October 31, 2022		April 30, 2022
Operating lease ROU assets	$	93,334	$	111,719
Short-term portion of operating lease liabilities	19,043		20,576
Operating lease liabilities, non-current	$	120,559	$	132,541

During the six months ended October 31, 2022, we reduced our ROU assets by $(0.5) million and our operating lease liabilities by $(0.5) million due to modifications and remeasurements to our existing operating leases, partially offset by new leases.

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

Our total net lease costs are as follows:

	Three Months Ended October 31,				Six Months Ended October 31,
	2022		2021		2022		2021
Operating lease cost	$	4,528	$	6,325	$	9,710	$	12,242
Variable lease cost	264		397		542		741
Short-term lease cost	146		36		261		56
Sublease income	(172)		(190)		(370)		(391)
Total net lease cost (1)	$	4,766	$	6,568	$	10,143	$	12,648

(1) Total net lease cost does not include those costs and sublease income included in Restructuring and related charges (credits) on our Unaudited Condensed Consolidated Statements of Net Income. This includes those operating leases we had identified as part of our restructuring programs that would be subleased. See Note 9, “Restructuring and Related Charges (Credits)” for more information on this program.

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Other supplemental information includes the following:

	Six Months Ended October 31,
	2022			2021
Weighted-average remaining contractual lease term (years)	8			9
Weighted-average discount rate	5.93		%	5.79		%
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	13,756		$	14,846

The table below reconciles the undiscounted cash flows for the first five years and total of the remaining years to the operating lease liabilities recorded in our Unaudited Condensed Consolidated Statement of Financial Position as of October 31, 2022:

Fiscal Year	Operating Lease Liabilities
2023 (remaining 6 months)	$	13,522
2024	25,110
2025	23,691
2026	21,721
2027	17,692
Thereafter	77,499
Total future undiscounted minimum lease payments	179,235
Less: Imputed interest	39,633
Present value of minimum lease payments	139,602
Less: Current portion	19,043
Noncurrent portion	$	120,559

Note 6 — Stock-Based Compensation

We have stock-based compensation plans under which employees may be granted performance-based stock awards, other restricted stock awards and options. We recognize the grant date fair value of stock-based compensation in net income on a straight-line basis, net of estimated forfeitures over the requisite service period. The measurement of performance for performance-based stock awards is based on actual financial results for targets established up to three years in advance, or less. For the three and six months ended October 31, 2022, we recognized stock-based compensation expense, on a pretax basis, of $6.9 million and $14.0 million, respectively. For the three and six months ended October 31, 2021, we recognized stock-based compensation expense, on a pretax basis, of $6.7 million and $13.1 million, respectively.

Performance-Based and Other Restricted Stock Activity

Under the terms of our long-term incentive plans, performance-based restricted unit awards are payable in restricted shares of our Class A Common Stock upon the achievement of certain three-year or less financial performance-based targets. During each three-year period or less, we adjust compensation expense based upon our best estimate of expected performance.

We may also grant individual restricted unit awards payable in restricted shares of our Class A Common Stock to key employees in connection with their employment.

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

	Six Months Ended October 31,
	2022		2021
Restricted Stock:
Awards granted (shares)	539		455
Weighted average fair value of grant	$	45.35	$	57.16

Stock Option Activity

We granted 10,000 and 260,000 stock option awards during the six months ended October 31, 2022 and October 31, 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 six months ended October 31, 2022 and 2021 using the Black-Scholes option-pricing model, and the significant weighted average assumptions used in their determination.

	Six Months Ended October 31,
	2022			2021
Weighted average fair value of options on grant date	$	9.42		$	11.71
Weighted average assumptions:
Expected life of options (years)	5.9			6.3
Risk-free interest rate	0.5		%	1.1		%
Expected volatility	31.2		%	30.7		%
Expected dividend yield	3.0		%	2.4		%
Fair value of common stock on grant date	$	45.99		$	56.79
Exercise price of stock option grant	$	45.99		$	62.36

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Note 7 — Accumulated Other Comprehensive Loss

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

	Foreign Currency Translation		Unamortized Retirement Costs		Interest Rate Swaps		Total
Balance at July 31, 2022	$	(349,346)	$	(177,145)	$	3,202	$	(523,289)
Other comprehensive (loss) income before reclassifications	(36,148)		7,089		5,804		(23,255)
Amounts reclassified from accumulated other comprehensive loss	—		1,057		(499)		558
Total other comprehensive (loss) income	(36,148)		8,146		5,305		(22,697)
Balance at October 31, 2022	$	(385,494)	$	(168,999)	$	8,507	$	(545,986)
Balance at April 30, 2022	$	(329,566)	$	(182,226)	$	3,646	$	(508,146)
Other comprehensive (loss) income before reclassifications	(55,928)		11,068		5,067		(39,793)
Amounts reclassified from accumulated other comprehensive loss	—		2,159		(206)		1,953
Total other comprehensive (loss) income	(55,928)		13,227		4,861		(37,840)
Balance at October 31, 2022	$	(385,494)	$	(168,999)	$	8,507	$	(545,986)

	Foreign Currency Translation		Unamortized Retirement Costs		Interest Rate Swaps		Total
Balance at July 31, 2021	$	(263,878)	$	(226,557)	$	(4,165)	$	(494,600)
Other comprehensive (loss) income before reclassifications	(9,483)		2,639		978		(5,866)
Amounts reclassified from accumulated other comprehensive loss	—		1,426		831		2,257
Total other comprehensive (loss) income	(9,483)		4,065		1,809		(3,609)
Balance at October 31, 2021	$	(273,361)	$	(222,492)	$	(2,356)	$	(498,209)
Balance at April 30, 2021	$	(257,941)	$	(228,146)	$	(4,703)	$	(490,790)
Other comprehensive (loss) income before reclassifications	(15,420)		2,781		685		(11,954)
Amounts reclassified from accumulated other comprehensive loss	—		2,873		1,662		4,535
Total other comprehensive (loss) income	(15,420)		5,654		2,347		(7,419)
Balance at October 31, 2021	$	(273,361)	$	(222,492)	$	(2,356)	$	(498,209)

During the three and six months ended October 31, 2022, pretax actuarial losses included in Unamortized Retirement Costs of approximately $1.4 million and $2.9 million, respectively, and in the three and six months ended October 31, 2021, of approximately $1.9 million and $3.7 million, respectively, were amortized from Accumulated other comprehensive loss and recognized as pension and post-retirement benefit expense primarily in Operating and administrative expenses and Other (expense) income, net on our Unaudited Condensed Consolidated Statements of Net Income.

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Our policy for releasing the income tax effects from accumulated other comprehensive (loss) income is to release when the corresponding pretax accumulated other comprehensive (loss) income items are reclassified to earnings.

Note 8 — Reconciliation of Weighted Average Shares Outstanding

A reconciliation of the shares used in the computation of earnings per share follows (shares in thousands):

	Three Months Ended October 31,		Six Months Ended October 31,
	2022	2021	2022	2021
Weighted average shares outstanding	55,622	55,806	55,679	55,833
Shares used for basic earnings per share	55,622	55,806	55,679	55,833
Dilutive effect of unvested restricted stock units and other stock awards	573	582	647	644
Shares used for diluted earnings per share	56,195	56,388	56,326	56,477
Antidilutive options to purchase Class A common shares, restricted shares, warrants to purchase Class A common shares, and contingently issuable restricted stock which are excluded from the table above	523	1,074	491	1,006

The shares associated with performance-based stock awards ("PSUs") are considered contingently issuable shares and will be included in the diluted weighted average number of common shares outstanding when they have met the performance conditions, and when their effect is dilutive.

We included contingently issuable shares using the treasury stock method for certain PSUs in the diluted weighted average number of common shares outstanding based on the number of contingently issuable shares that would be issued assuming the end of our reporting period was the end of the relevant PSU contingency period. The calculation of diluted weighted average shares outstanding related to these PSUs was nominal in the three and six months ended October 31, 2022. The calculation of diluted weighted average shares outstanding in the three and six months ended October 31, 2021 did not include contingently issuable shares related to these PSUs as the performance condition was not met.

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Note 9 — Restructuring and Related Charges (Credits)

Fiscal Year 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). This program includes the exit of certain leased office space and the reduction of our occupancy at other facilities. We are reducing our real estate square footage occupancy by approximately 22%. In addition, the program includes severance related charges for the elimination of certain positions.

The following tables summarize the pretax restructuring charges related to this program:

	Three Months Ended October 31,		Six Months Ended October 31,		Total Charges Incurred to Date
	2022		2022
Charges by Segment:
Research	$	1,179	$	1,260	$	1,260
Academic & Professional Learning	3,325		9,239		9,239
Education Services	504		1,334		1,334
Corporate Expenses	8,673		23,589		23,589
Total Restructuring and Related Charges	$	13,681	$	35,422	$	35,422
Charges by Activity:
Severance and termination benefits	$	5,467	$	17,564	$	17,564
Impairment of operating lease ROU assets and property and equipment	6,590		12,696		12,696
Acceleration of expense related to operating lease ROU assets and property and equipment	—		1,840		1,840
Facility related charges, net	999		2,697		2,697
Consulting costs	430		430		430
Other activities	195		195		195
Total Restructuring and Related Charges	$	13,681	$	35,422	$	35,422

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

•Severance charges of $17.6 million for the elimination of certain positions,

•Impairment charges of $12.7 million recorded in our corporate category, which included the impairment of operating lease ROU assets of $7.6 million related to certain leases that will be subleased, and the related property and equipment of $5.1 million described further below, and

•Acceleration of expense of $1.8 million, which included the acceleration of rent expense associated with operating lease ROU assets of $0.9 million related to certain leases that will be abandoned or terminated and the related depreciation and amortization of property and equipment of $0.9 million.

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

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In addition, we also incurred ongoing facility-related costs associated with certain properties that resulted in additional restructuring charges of $1.0 million and $2.7 million in the three and six months ended October 31, 2022, respectively. We also incurred consulting costs of $0.4 million in both the three and six months ended October 31, 2022, and other activities of $0.2 million in both the three and six months ended October 31, 2022.

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

	April 30, 2022		Charges		Payments		Foreign Translation & Other Adjustments		October 31, 2022
Severance and termination benefits	$	—	$	17,564	$	(7,871)	$	(113)	$	9,580
Consulting costs	—		430		(430)		—		—
Other activities	—		195		(29)		—		166
Total	$	—	$	18,189	$	(8,330)	$	(113)	$	9,746

The restructuring liability for accrued severance and termination benefits is reflected in Accrued employment costs on our Unaudited Condensed Consolidated Statement of Financial Position. The liability for Other activities is reflected in Other accrued liabilities.

Business Optimization Program

Beginning in fiscal year 2020, we initiated a multiyear Business Optimization Program (the Business Optimization Program) to drive efficiency improvement and operating savings.

The following tables summarize the pretax restructuring charges (credits) related to this program:

	Three Months Ended October 31,				Six Months Ended October 31,				Total Charges Incurred to Date
	2022		2021		2022		2021
Charges (Credits) by Segment:
Research	$	—	$	22	$	—	$	238	$	3,882
Academic & Professional Learning	114		(465)		(10)		(294)		13,240
Education Services	2		6		5		(28)		4,318
Corporate Expenses	159		(896)		980		(1,525)		44,370
Total Restructuring and Related Charges (Credits)	$	275	$	(1,333)	$	975	$	(1,609)	$	65,810
Charges (Credits) by Activity:
Severance and termination benefits	$	127	$	(1,956)	$	13	$	(2,570)	$	35,132
Impairment of operating lease ROU assets and property and equipment	—		—		—		—		15,079
Acceleration of expense related to operating lease ROU assets and property and equipment	—		—		—		—		3,378
Facility related charges, net	148		623		962		961		10,481
Other activities	—		—		—		—		1,740
Total Restructuring and Related Charges (Credits)	$	275	$	(1,333)	$	975	$	(1,609)	$	65,810

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

Facilities related charges, net include sublease income related to those operating leases we had identified in the year ended April 30, 2021 as part of our Business Optimization program that would be subleased.

The following table summarizes the activity for the Business Optimization Program liability for the six months ended October 31, 2022:

	April 30, 2022		Charges		Payments		Foreign Translation & Other Adjustments		October 31, 2022
Severance and termination benefits	$	2,079	$	13	$	(173)	$	(65)	$	1,854
Total	$	2,079	$	13	$	(173)	$	(65)	$	1,854

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

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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 October 31,				Six Months Ended October 31,
	2022		2021		2022		2021
Revenue:
Research (1)	$	271,359	$	275,154	$	546,272	$	549,910
Academic & Professional Learning	152,641		176,529		285,600		315,793
Education Services	90,836		81,320		170,533		155,688
Total revenue	$	514,836	$	533,003	$	1,002,405	$	1,021,391
Adjusted Contribution to Profit:
Research (1)	$	74,458	$	77,053	$	143,562	$	156,077
Academic & Professional Learning	33,850		40,606		35,225		48,929
Education Services (2)	6,588		727		(5,154)		(1,134)
Total adjusted contribution to profit	114,896		118,386		173,633		203,872
Adjusted corporate contribution to profit	(43,501)		(45,831)		(92,168)		(90,625)
Total adjusted operating income	$	71,395	$	72,555	$	81,465	$	113,247
Depreciation and Amortization:
Research (1)	$	23,384	$	23,464	$	47,185	$	47,226
Academic & Professional Learning	16,152		18,148		32,684		36,512
Education Services (2)	8,975		8,813		22,765		17,116
Total depreciation and amortization	48,511		50,425		102,634		100,854
Corporate depreciation and amortization	3,910		4,130		8,066		8,267
Total depreciation and amortization	$	52,421	$	54,555	$	110,700	$	109,121

(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.

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

	Three Months Ended October 31,				Six Months Ended October 31,
	2022		2021		2022		2021
US GAAP Operating Income	$	57,439	$	73,888	$	40,474	$	114,856
Adjustments:
Restructuring and related charges (credits) (1)	13,956		(1,333)		36,397		(1,609)
Accelerated amortization of an intangible asset (2)	—		—		4,594		—
Non-GAAP Adjusted Operating Income	$	71,395	$	72,555	$	81,465	$	113,247

(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 and six months ended October 31, 2022 and 2021.

Note 11 — Inventories

Inventories, net consisted of the following:

	October 31, 2022		April 30, 2022
Finished goods	$	30,245	$	31,270
Work-in-process	1,182		1,729
Paper and other materials	182		275
Total inventories before estimated sales returns and LIFO reserve	$	31,609	$	33,274
Inventory value of estimated sales returns	7,347		7,820
LIFO reserve	(4,509)		(4,509)
Inventories, net	$	34,447	$	36,585

Note 12 — Goodwill and Intangible Assets

Goodwill

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

	April 30, 2022		Foreign Translation Adjustment		October 31, 2022
Research (1)	$	610,416	$	(26,417)	$	583,999
Academic & Professional Learning	498,136		(6,322)		491,814
Education Services (2)	193,590		(1,091)		192,499
Total	$	1,302,142	$	(33,830)	$	1,268,312

(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.

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Intangible Assets

Intangible assets, net were as follows:

	October 31, 2022		April 30, 2022 ⁽¹⁾
Intangible assets with definite lives, net:
Content and publishing rights	$	462,238	$	499,937
Customer relationships	226,841		242,058
Developed technology	47,991		54,721
Brands and trademarks (2)	9,731		16,021
Covenants not to compete	346		393
Total intangible assets with definite lives, net	747,147		813,130
Intangible assets with indefinite lives:
Brands and trademarks	37,000		37,000
Publishing rights	76,429		81,299
Total intangible assets with indefinite lives	113,429		118,299
Total intangible assets, net	$	860,576	$	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 and six months ended October 31, 2022, was 21.0% and 18.4%, respectively, compared with 20.7% and 39.1% for the three and six months ended October 31, 2021, respectively.

The rate for the three months ended October 31, 2022, was equal to the US statutory rate after taking into account the geographic mix of earnings, the impact of US state taxes, and a discrete item relating to restricted stock compensation. The rate for the six months ended October 31, 2022 was lower than the US statutory rate due to the same factors described above.

The rate for the six months ended October 31, 2022, was lower than the rate for the six months ended October 31, 2021, primarily due to an increase in the UK statutory rate announced during the first three months of fiscal 2022 and reflected in the effective tax rate for the six months ended October 31, 2021. The UK enacted legislation on June 10, 2021, that increased its statutory rate from 19% to 25% effective April 1, 2023, 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.

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Note 14 — Retirement Plans

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

	Three Months Ended October 31,				Six Months Ended October 31,
	2022		2021		2022		2021
Service cost	$	192	$	300	$	392	$	607
Interest cost	5,994		5,178		12,183		10,401
Expected return on plan assets	(8,038)		(10,142)		(16,422)		(20,401)
Amortization of prior service cost	(24)		(22)		(47)		(44)
Amortization of net actuarial loss	1,467		1,877		2,991		3,774
Net pension income	$	(409)	$	(2,809)	$	(903)	$	(5,663)

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

Employer defined benefit pension plan contributions were $3.5 million and $7.4 million for the three and six months ended October 31, 2022, respectively, and $4.0 million and $8.5 million for the three and six months ended October 31, 2021, respectively.

Defined Contribution Savings Plans

The expense for employer defined contribution savings plans was $6.8 million and $15.6 million for the three and six months ended October 31, 2022, respectively, and $6.5 million and $15.6 million for the three and six months ended October 31, 2021, respectively.

Note 15 — Debt and Available Credit Facilities

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

	October 31, 2022		April 30, 2022
Short-term portion of long-term debt (1)	$	25,000	$	18,750
Term loan A - Amended and Restated RCA (2)	191,925		204,343
Revolving credit facility - Amended and Restated RCA	786,758		563,934
Total long-term debt, less current portion	978,683		768,277
Total debt	$	1,003,683	$	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 October 31, 2022 and $0.3 million as of April 30, 2022.

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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.

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 RCA for borrowings denominated in Euro from a LIBOR-based rate to a EURIBOR-based rate or a Euro Short Term Rate subject to certain adjustments specified in the Amended and Restated RCA, and (iii) updates certain other provisions regarding successor interest rates to LIBOR.

The Amended and Restated RCA contains certain customary affirmative and negative covenants, including a financial covenant in the form of a consolidated net leverage ratio and consolidated interest coverage ratio, which we were in compliance with as of October 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 and $0.5 million for the three and six months ended October 31, 2022, respectively and is included in Interest expense on our Unaudited Condensed Consolidated Statements of Net Income. Total amortization expense was $0.3 million and $0.5 million for the three and six months ended October 31, 2021, respectively and is included in Interest expense on our Unaudited Condensed Consolidated Statements of Net Income.

As of October 31, 2022, we had approximately $464.2 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 and six months ended October 31, 2022 were 3.70% and 3.31%, respectively. The weighted average interest rates on total debt outstanding during the three and six months ended October 31, 2021 were 1.92% and 1.97%, respectively. As of October 31, 2022 and April 30, 2022, the weighted average interest rates for total debt were 3.99% 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 October 31, 2022, we had total debt outstanding of $1,003.7 million, net of unamortized issuance costs of $0.3 million of which $1,004.0 million are variable rate loans outstanding under the Amended and Restated RCA, which approximated fair value.

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We had outstanding interest rate swap agreements with combined notional amounts of $400.0 million and $500.0 million as of October 31, 2022 and April 30, 2022, respectively. These agreements were accounted for 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 August 7, 2019, we entered into a forward starting interest rate swap agreement which fixed a portion of the variable interest due on our Amended and Restated RCA. Under the terms of the agreement, which expired on August 15, 2022, we paid a fixed rate of 1.400% and received a variable rate of interest based on one-month LIBOR from the counterparty which was reset every month for a three-year period ending August 15, 2022. Prior to expiration, the notional amount of the interest rate swap was $100.0 million.

On June 16, 2022 we entered into a forward starting interest rate swap agreement, which fixed a portion of the variable interest due on our Amended and Restated RCA. Under the terms of the agreement, we pay a fixed rate of 3.500% and receive a variable rate of interest based on one-month LIBOR from the counterparty which is reset every month for a three-year period ending May 15, 2024. As of October 31, 2022, the notional amount of the interest rate swap was $100.0 million.

We record the fair value of our interest rate swaps on a recurring basis using Level 2 inputs of quoted prices for similar assets or liabilities in active markets. The fair value of the interest rate swaps as of October 31, 2022 was a deferred gain of $12.6 million. Based on the maturity dates of the contracts, $1.3 million of the deferred gain as of October 31, 2022 was recorded within Prepaid expenses and other current assets and $11.3 million of the deferred gain was recorded within Other non-current assets.

The fair value of the interest rate swaps as of April 30, 2022 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 gains that were reclassified from Accumulated other comprehensive loss into Interest expense for the three and six months ended October 31, 2022 were $0.7 million and $0.3 million, respectively. The pretax (losses) that were reclassified from Accumulated other comprehensive loss into Interest expense for the three and six months ended October 31, 2021 were $(1.1) million and $(2.2) million, respectively.

Foreign Currency Contracts

We may enter into forward exchange contracts to manage our exposure on certain foreign currency denominated assets and liabilities. The forward exchange contracts are marked to market through Foreign exchange transaction gains (losses) on our Unaudited Condensed Consolidated Statements of Net 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 gains (losses) on our Unaudited Condensed Consolidated Statements of Net Income.

As of October 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 six months ended October 31, 2022 and 2021.

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Note 17 — Capital Stock and Changes in Capital Accounts

Share Repurchases

The following table summarizes the share repurchases of Class A and Class B Common Stock (shares in thousands):

	Three Months Ended October 31,				Six Months Ended October 31,
	2022		2021		2022		2021
Shares repurchased - Class A	170		183		382		312
Shares repurchased - Class B	—		—		—		1
Average Price - Class A and Class B	$	44.24	$	54.54	$	45.84	$	55.51

Dividends

The following table summarizes the cash dividends paid during the six months ended October 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
September 29, 2022	$0.3475 per common share	$19.3 million	Class A and Class B	October 26, 2022	October 11, 2022

Changes in Common Stock

The following is a summary of changes during the six months ended October 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	2	3
Number of shares issued, end of period	70,228	70,211
Changes in Common Stock A in treasury:
Number of shares held, beginning of year	23,515	23,419
Purchases of treasury shares	382	312
Restricted shares issued under stock-based compensation plans – non-PSU Awards	(125)	(129)
Restricted shares issued under stock-based compensation plans – PSU Awards	(150)	(108)
Shares issued under the Director Plan to Directors	(3)	(2)
Restricted shares issued from exercise of stock options	—	(24)
Shares withheld for taxes	100	93
Number of shares held, end of period	23,719	23,561
Number of Common Stock A outstanding, end of period	46,509	46,650

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Changes in Common Stock B:	2022	2021
Number of shares, beginning of year	12,956	12,974
Common stock class conversions	(2)	(3)
Number of shares issued, end of period	12,954	12,971
Changes in Common Stock B in treasury:
Number of shares held, beginning of year	3,924	3,922
Purchase of treasury shares	—	1
Number of shares held, end of period	3,924	3,923
Number of Common Stock B outstanding, end of period	9,030	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 October 31, 2022, will not have a material effect on our consolidated financial condition or results of operations.

Note 19 — Subsequent Events

Segment Realignment:

In the third quarter of fiscal year 2023, we are realigning our segments around our customers to drive impact and improve efficiency. Our new segment reporting structure will consist of three reportable segments which includes Research (no changes), Academic, and Talent, as well as a Corporate category.

The Academic segment will consist of Academic Publishing (which includes Education Publishing and Professional Publishing), and University Services (previously included in the Education Services segment).

The Talent segment will consist of Talent Development, as well as Corporate Training and Corporate Learning, which were both previously included in the Academic & Professional Learning segment.

Amended and Restated Credit Agreement:

On November 30, 2022, Wiley entered into an amendment to its Amended and Restated RCA that provides for senior unsecured credit facilities comprised of (i) five-year credit commitments with the principal amount of $1.315 billion, extended to a maturity date in November 2027, and (ii) $185 million in existing credit commitments to remain through the existing maturity date in May 2024. The agreement contains certain customary affirmative and negative covenants, including a financial covenant in the form of a consolidated net leverage ratio and consolidated interest coverage ratio. We incurred approximately $5 million of costs related to this agreement.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information in our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read together with our Condensed Consolidated Financial Statements and related notes set forth in Item 1 of Part I of this Quarterly Report on Form 10-Q, our MD&A set forth in Item 7 of Part II of our 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 85% of revenue generated by digital products and tech-enabled services, and 57% of revenue is recurring, which includes revenue that is contractually obligated or set to recur with a high degree of certainty, for the six months ended October 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.

RESULTS OF OPERATIONS – THREE MONTHS ENDED OCTOBER 31, 2022

SECOND QUARTER SUMMARY:

•US GAAP Results: Consolidated Revenue of $514.8 million (-3%, compared with the prior year), Operating Income of $57.4 million (-22%, compared with the prior year), and Diluted EPS of $0.68 (-31%, compared with the prior year)

•Adjusted Results (at constant currency compared with the prior year): Consolidated Revenue of $514.8 million (+1%, compared with the prior year), Adjusted EBITDA of $123.8 million (-4%, compared with the prior year), and Adjusted EPS of $1.20 (-13%, compared with the prior year)

•Fiscal 2023 Outlook: Wiley is lowering its revenue outlook at constant currency due to consumer spending and enrollment headwinds in Academic & Professional Learning. Reaffirms full year outlook for Adjusted EBITDA and Free Cash Flow; Adjusted EPS trending to lower end of range mainly due to rising interest expense.

32

CONSOLIDATED RESULTS OF OPERATIONS

Revenue:

Revenue for the three months ended October 31, 2022, decreased $18.2 million, or 3%, as compared with the prior year. On a constant currency basis, revenue increased 1% as compared with prior year including contributions from acquisitions. Excluding the contributions from acquisitions, revenue decreased 1% on a constant currency basis.

See the “Segment Operating Results” below for additional details on each segment’s revenue and Adjusted EBITDA performance.

Cost of Sales:

Cost of sales for the three months ended October 31, 2022, decreased $4.5 million, or 3%, as compared with the prior year. On a constant currency basis, cost of sales increased 4% 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, partially offset by lower royalty and print product costs in Academic & Professional Learning, and a decrease in student acquisition costs in Education Services.

Operating and Administrative Expenses:

Operating and administrative expenses for the three months ended October 31, 2022, decreased $11.2 million, or 4%, as compared with the prior year. On a constant currency basis, operating and administrative expenses increased 1% as compared with the prior year primarily reflecting higher technology costs, and travel and entertainment costs 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 which began 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 22%. In addition, the program includes severance related charges for the elimination of certain positions. We anticipate $29 million in savings from actions starting in fiscal year 2023.

For the three months ended October 31, 2022, we recorded pretax restructuring charges of $13.7 million related to this program. This restructuring charge primarily reflects the following charges:

•Severance charges of $5.5 million for the elimination of certain positions,

•Impairment charges of $6.6 million, which included the impairment of operating lease ROU assets of $4.7 million related to a certain lease that will be subleased, and the related technology, property and equipment of $1.9 million,

•Consulting and other costs of $0.6 million; and

•Ongoing facility-related costs with previously vacated properties that resulted in additional restructuring charges of $1.0 million.

These actions are anticipated to yield annualized cost savings estimated to be approximately $50 million. We anticipate ongoing facility-related costs associated with certain properties to result in additional restructuring charges in future periods.

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

Business Optimization Program

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

33

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

Amortization of Intangible Assets:

Amortization of intangible assets was $20.1 million for the three months ended October 31, 2022, a decrease of $1.4 million, or 6%, as compared with the prior year. On a constant currency basis, amortization of intangible assets decreased 2% as compared with the prior year primarily due to the completion of amortization of certain acquired intangible assets, partially offset by the amortization of intangible assets related to the acquisitions completed in fiscal year 2022. See Note 3, “Acquisitions” for more details on these acquisitions.

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

Operating income for the three months ended October 31, 2022, decreased $16.4 million, or 22%, as compared with the prior year. On a constant currency basis, operating income decreased 27% as compared with the prior year, primarily due to an increase in restructuring charges and, to a lesser extent, an increase in cost of sales and operating and administrative expenses, partially offset by higher revenue as described above.

Adjusted OI and Adjusted EBITDA on a constant currency basis and excluding restructuring charges (credits), decreased 6% and 4%, respectively, as compared with the prior year. The decrease in Adjusted OI and Adjusted EBITDA was primarily due to an increase in cost of sales, and operating and administrative expenses, partially offset by higher revenues as described above.

Adjusted OI

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

	Three Months Ended October 31,
	2022		2021
US GAAP Operating Income	$	57,439	$	73,888
Adjustments:
Restructuring and related charges (credits)	$	13,956	$	(1,333)
Non-GAAP Adjusted OI	$	71,395	$	72,555

Adjusted EBITDA

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

	Three Months Ended October 31,
	2022		2021
Net Income	$	38,193	$	55,967
Interest expense	9,332		4,997
Provision for income taxes	10,137		14,648
Depreciation and amortization	52,421		54,555
Non-GAAP EBITDA	110,083		130,167
Restructuring and related charges (credits)	13,956		(1,333)
Foreign exchange transaction (gains) losses	(478)		1,370
Loss on sale of certain assets	—		56
Other expense (income), net	255		(3,150)
Non-GAAP Adjusted EBITDA	$	123,816	$	127,110

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Interest Expense:

Interest expense for the three months ended October 31, 2022, was $9.3 million compared with the prior year of $5.0 million. This increase was primarily due to a higher weighted average effective interest rate.

Foreign Exchange Transaction Gains (Losses):

Foreign exchange transaction gains were $0.5 million for the three months ended October 31, 2022, and were primarily due to gains on our foreign currency denominated third party accounts receivable and payable balances, partially offset by losses on our intercompany accounts receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar.

Foreign exchange transaction losses were $(1.4) million for the three months ended October 31, 2021, and were primarily due to losses on our foreign currency denominated third-party and intercompany accounts receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar.

Provision for Income Taxes:

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

	Three Months Ended October 31,
	2022		2021
US GAAP Income Before Taxes	$	48,330	$	70,615
Pretax Impact of Adjustments:
Restructuring and related charges (credits)	13,956		(1,333)
Foreign exchange losses on intercompany transactions	2,654		567
Amortization of acquired intangible assets	21,185		22,608
Loss on sale of certain assets	—		56
Non-GAAP Adjusted Income Before Taxes	$	86,125	$	92,513

Below is a reconciliation of our US GAAP Income Tax Provision to Non-GAAP Adjusted Income Tax Provision, including our US GAAP Effective Tax Rate and our Non-GAAP Adjusted Effective Tax Rate:

	Three Months Ended October 31,
	2022			2021
US GAAP Income Tax Provision	$	10,137		$	14,648
Income Tax Impact of Adjustments (1):
Restructuring and related charges (credits)	3,422			(277)
Foreign exchange losses on intercompany transactions	694			120
Amortization of acquired intangible assets	4,388			5,420
Loss on sale of certain assets	—			14
Non-GAAP Adjusted Income Tax Provision	$	18,641		$	19,925
US GAAP Effective Tax Rate	21.0		%	20.7		%
Non-GAAP Adjusted Effective Tax Rate	21.6		%	21.5		%

(1) For the three months ended October 31, 2022 and 2021, substantially all of the tax impact was from deferred taxes.

35

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

Excluding the tax impact of restructuring and other adjustments noted in the table above, the Non-GAAP Adjusted Effective Tax Rate was 21.6% for the three months ended October 31, 2022, compared to 21.5% for the three months ended October 31, 2021. The increase in the Non-GAAP Adjusted Effective Tax Rate for the three months ended October 31, 2022, compared with the prior year is primarily due to the geographic mix of earnings, and the impact of US state taxes.

Diluted Earnings per Share (EPS):

EPS for the three months ended October 31, 2022, was $0.68 per share compared with $0.99 per share for the three months ended October 31, 2021. This decrease was due to lower operating income as described above and, to a lesser extent, higher interest expense, and lower pension income in the three months ended October 31, 2022.

Below is a reconciliation of our US GAAP EPS to Non-GAAP Adjusted EPS. The amount of the pretax, and the related income tax impact for the adjustments included in the table below, are presented in the section above, “Provision for Income Taxes”.

	Three Months Ended October 31,
	2022		2021
US GAAP EPS	$	0.68	$	0.99
Adjustments:
Restructuring and related charges (credits)	0.19		(0.02)
Foreign exchange losses on intercompany transactions	0.03		0.01
Amortization of acquired intangible assets	0.30		0.31
Non-GAAP Adjusted EPS	$	1.20	$	1.29

On a constant currency basis, Adjusted EPS decreased 13% primarily due to a decrease in Adjusted OI, higher interest expense and, to a lesser extent, lower pension income, partially offset by lower Adjusted income tax provision.

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SEGMENT OPERATING RESULTS

	Three Months Ended October 31,				% Change Favorable (Unfavorable)		Constant Currency % Change Favorable (Unfavorable)
RESEARCH:	2022		2021
Revenue:
Research Publishing (1)	$	232,641	$	238,853	(3)	%	2	%
Research Solutions (1)	38,718		36,301		7	%	11	%
Total Research Revenue	271,359		275,154		(1)	%	3	%
Cost of Sales	71,033		73,700		4	%	(5)	%
Operating Expenses	114,252		112,729		(1)	%	(8)	%
Amortization of Intangible Assets	11,616		11,672		—	%	(6)	%
Restructuring Charges (see Note 9)	1,179		22		#		#
Contribution to Profit	73,279		77,031		(5)	%	(8)	%
Restructuring Charges (see Note 9)	1,179		22		#		#
Adjusted Contribution to Profit	74,458		77,053		(3)	%	(7)	%
Depreciation and amortization	23,384		23,464		—	%	(4)	%
Adjusted EBITDA	$	97,842	$	100,517	(3)	%	(4)	%
Adjusted EBITDA Margin	36.1%		36.5%

# Not meaningful

(1) As previously announced in May 2022, our revenue by product type previously referred to as Research Platforms was changed to Research Solutions. Research Solutions includes infrastructure and publishing services that help societies and corporations thrive in a complex knowledge ecosystem. In addition to Platforms (Atypon), certain product offerings such as corporate sales which included the recent acquisitions of Madgex Holdings Limited (Madgex), and Bio-Rad Laboratories Inc.’s Informatics products (Informatics) that were previously included in Research Publishing moved to Research Solutions to align with our strategic focus. Research Solutions also includes product offerings related to certain recent acquisitions such as J&J, and EJP. Prior period results have been revised to the new presentation. There were no changes to the total Research segment or our consolidated financial results. The revenue reclassified was $24.0 million for the three months ended October 31, 2021, $93.3 million for the year ended April 30, 2022, and $80.3 million for the year ended April 30, 2021.

Revenue:

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

37

Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA decreased 4% as compared with the prior year. This decrease was primarily due to investments to optimize and scale publishing and solutions and, to a lesser extent, higher travel and entertainment costs due to the resumption of in-person activities, partially offset by an increase in revenue.

	Three Months Ended October 31,				% Change Favorable (Unfavorable)		Constant Currency % Change Favorable (Unfavorable)
ACADEMIC & PROFESSIONAL LEARNING:	2022		2021
Revenue:
Education Publishing	$	86,200	$	98,581	(13)	%	(10)	%
Professional Learning	66,441		77,948		(15)	%	(11)	%
Total Academic & Professional Learning	152,641		176,529		(14)	%	(10)	%
Cost of Sales	38,302		45,842		16	%	13	%
Operating Expenses	77,892		86,473		10	%	6	%
Amortization of Intangible Assets	2,597		3,608		28	%	26	%
Restructuring Charges (Credits) (see Note 9)	3,439		(465)		#		#
Contribution to Profit	30,411		41,071		(26)	%	(24)	%
Restructuring Charges (Credits) (see Note 9)	3,439		(465)		#		#
Adjusted Contribution to Profit	33,850		40,606		(17)	%	(15)	%
Depreciation and amortization	16,152		18,148		11	%	7	%
Adjusted EBITDA	$	50,002	$	58,754	(15)	%	(12)	%
Adjusted EBITDA Margin	32.8%		33.3%

# Not meaningful

Revenue:

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

Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA decreased 12% as compared with the prior year. This decrease was primarily due to the decline in revenue, partially offset by lower expenses as a result of restructuring efforts and the timing of certain expenses.

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	Three Months Ended October 31,				% Change Favorable (Unfavorable)		Constant Currency % Change Favorable (Unfavorable)
EDUCATION SERVICES:	2022		2021
Revenue:
University Services (1)	$	57,759	$	58,630	(1)	%	(1)	%
Talent Development Services (1)	33,077		22,690		46	%	61	%
Total Education Services Revenue	90,836		81,320		12	%	17	%
Cost of Sales	60,967		55,241		(10)	%	(15)	%
Operating Expenses	17,384		19,157		9	%	5	%
Amortization of Intangible Assets	5,897		6,195		5	%	4	%
Restructuring Charges (see Note 9)	506		6		#		#
Contribution to Profit	6,082		721		#		#
Restructuring Charges (see Note 9)	506		6		#		#
Adjusted Contribution to Profit	6,588		727		#		#
Depreciation and amortization	8,975		8,813		(2)	%	(3)	%
Adjusted EBITDA	$	15,563	$	9,540	63	%	69	%
Adjusted EBITDA Margin	17.1%		11.7%

# Not meaningful

(1) In May 2022, we moved the WileyNXT product offering from Talent Development Services to University Services and the prior period results have been included in University Services. The revenue reclassified was $0.5 million for the three months ended October 31, 2021. There were no changes to the total Education Services segment or our total consolidated financial results.

Revenue:

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

Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA increased 69% as compared with the prior year. This was primarily a result of revenue flow-through in Talent Development, and to a lesser extent the timing of expenses in University Services, partially offset by higher employee costs to support growth in Talent Development Services.

Education Services Partners and Programs:

As of October 31, 2022, Wiley had 69 university partners under contract, compared to 65 as of October 31, 2021.

CORPORATE EXPENSES:

Corporate expenses for the three months ended October 31, 2022, increased $7.4 million, or 16%, as compared with the prior year. On a constant currency basis and excluding restructuring charges (credits), these expenses were flat as compared with the prior year. This was primarily due to higher employee costs, offset by the timing of certain expenses.

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RESULTS OF OPERATIONS – SIX MONTHS ENDED OCTOBER 31, 2022

SIX MONTHS SUMMARY:

•US GAAP Results: Consolidated Revenue of $1,002.4 million (-2%, compared with the prior year), Operating Income of $40.5 million (-65%, compared with the prior year), diluted EPS of $0.36 (-71%, compared with the prior year)

•Adjusted Results (at constant currency and excluding restructuring charges (credits) compared with the prior year): Consolidated Revenue of $1,002.4 million (+2%, compared with the prior year), Adjusted EBITDA of $187.6 million (-17%, compared with the prior year), and Adjusted EPS of $1.56 (-32%, compared with the prior year)

CONSOLIDATED RESULTS OF OPERATIONS

Revenue:

Revenue for the six months ended October 31, 2022, decreased $19.0 million, or 2%, as compared with the prior year. On a constant currency basis, revenue increased 2% as compared with the prior year including contributions from acquisitions. Excluding the contributions from acquisitions, organic revenue increased 1% on a constant currency basis.

See the “Segment Operating Results” below for additional details on each segment’s revenue and Adjusted EBITDA performance.

Cost of Sales:

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

Operating and Administrative Expenses:

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

Restructuring and Related Charges (Credits):

Fiscal Year 2023 Restructuring Program

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

•Severance charges of $17.6 million for the elimination of certain positions,

•Impairment charges of $12.7 million, which included the impairment of operating lease ROU assets of $7.6 million related to certain leases that will be subleased, and the related property and equipment of $5.1 million described further below, and

•Acceleration of expense of $1.8 million, which included the acceleration of rent expense associated with operating lease ROU assets of $0.9 million related to certain leases that will be abandoned or terminated and the related depreciation and amortization of property and equipment of $0.9 million.

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

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

40

Business Optimization Program

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

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

Amortization of Intangible Assets:

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

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

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

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

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

Adjusted EBITDA on a constant currency basis and excluding restructuring charges (credits), decreased 17% as compared with the prior year primarily due to a decrease in Adjusted OI.

Adjusted OI

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

	Six Months Ended October 31,
	2022		2021
US GAAP Operating Income	$	40,474	$	114,856
Adjustments:
Restructuring and related charges (credits)	36,397		(1,609)
Accelerated amortization of an intangible asset (1)	4,594		—
Non-GAAP Adjusted OI	$	81,465	$	113,247

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(1) As described above, we determined that a revision of the useful life of the mthree trademark was warranted and the intangible asset was fully amortized over its remaining useful life resulting in accelerated amortization expense of $4.6 million in the three months ended July 31, 2022.

Adjusted EBITDA

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

	Six Months Ended October 31,
	2022		2021
Net Income	$	20,358	$	69,797
Interest expense	15,664		9,636
Provision for income taxes	4,585		44,820
Depreciation and amortization	110,700		109,121
Non-GAAP EBITDA	151,307		233,374
Restructuring and related charges (credits)	36,397		(1,609)
Foreign exchange transaction losses	138		1,000
Gain on sale of certain assets	—		(3,694)
Other income, net	(271)		(6,703)
Non-GAAP Adjusted EBITDA	$	187,571	$	222,368

Interest Expense:

Interest expense was $15.7 million for the six months ended October 31, 2022, compared with the prior year of $9.6 million. This increase was primarily due to a higher weighted average effective interest rate.

Foreign Exchange Transaction Losses:

Foreign exchange transaction losses were $0.1 million for the six months ended October 31, 2022, and were primarily due to losses on our intercompany accounts receivable and payable balances, offset by gains on our foreign currency denominated third party accounts receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar.

Foreign exchange transaction losses were $1.0 million for the six months ended October 31, 2021, and were primarily due to losses on our foreign currency denominated third-party accounts receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar.

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 $3.7 million during the six months ended October 31, 2021.

42

Provision for Income Taxes:

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

	Six Months Ended October 31,
	2022		2021
US GAAP Income Before Taxes	$	24,943	$	114,617
Pretax Impact of Adjustments:
Restructuring and related charges (credits)	36,397		(1,609)
Foreign exchange losses (gains) on intercompany transactions	3,320		(228)
Amortization of acquired intangible assets	47,570		44,892
Gain on sale of certain assets	—		(3,694)
Non-GAAP Adjusted Income Before Taxes	$	112,230	$	153,978

Below is a reconciliation of our US GAAP Income Tax Provision to Non-GAAP Adjusted Income Tax Provision, including our US GAAP Effective Tax Rate and our Non-GAAP Adjusted Effective Tax Rate:

	Six Months Ended October 31,
	2022			2021
US GAAP Income Tax Provision	$	4,585		$	44,820
Income Tax Impact of Adjustments (1):
Restructuring and related charges (credits)	8,939			(232)
Foreign exchange losses on intercompany transactions	869			19
Amortization of acquired intangible assets	10,220			10,263
Gain on sale of certain assets	—			(922)
Income Tax Adjustments:
Impact of increase in UK statutory rate on deferred tax balances (2)	—			(20,726)
Non-GAAP Adjusted Income Tax Provision	$	24,613		$	33,222
US GAAP Effective Tax Rate	18.4		%	39.1		%
Non-GAAP Adjusted Effective Tax Rate	21.9		%	21.6		%

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

Our effective tax rate fluctuates based on, among other factors, where income is earned and the level of income relative to tax attributes. The US GAAP Effective Tax Rate for the six months ended October 31, 2022, was 18.4% compared to 39.1% for the six months ended October 31, 2021. The US GAAP Effective Tax Rate for the six months ended October 31, 2022, was less than the US statutory rate after taking into account the geographic mix of earnings, the impact of US state taxes, and a discrete item relating to restricted stock compensation.

Excluding the tax impact of restructuring and other adjustments noted in the table above, the Non-GAAP Adjusted Effective Tax Rate was 21.9% for the six months ended October 31, 2022, compared to 21.6% for the six months ended October 31, 2021. The increase in the Non-GAAP Adjusted Effective Tax Rate for the six months ended October 31, 2022, compared with the prior year is primarily due to the geographic mix of earnings and the impact of US state taxes.

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Diluted Earnings per Share (EPS):

EPS for the six months ended October 31, 2022 was $0.36 per share compared with $1.24 per share for the six months ended October 31, 2021. This decrease was due to lower operating income and, to a lesser extent, higher interest expense, lower pension income, and the gain on sale of certain assets in the prior year.

Below is a reconciliation of our US GAAP EPS to Non-GAAP Adjusted EPS. The amount of the pretax, and the related income tax impact for the adjustments included in the table below, are presented in the section above, “Provision for Income Taxes”.

	Six Months Ended October 31,
	2022		2021
US GAAP EPS	$	0.36	$	1.24
Adjustments:
Restructuring and related charges (credits)	0.49		(0.02)
Foreign exchange losses on intercompany transactions	0.04		—
Amortization of acquired intangible assets	0.67		0.60
Gain on sale of certain assets	—		(0.05)
Income tax adjustments	—		0.37
Non-GAAP Adjusted EPS	$	1.56	$	2.14

On a constant currency basis, Adjusted EPS decreased 32% primarily due to a lower Adjusted OI and, to a lesser extent, an increase in interest expense, and lower pension income.

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SEGMENT OPERATING RESULTS

	Six Months Ended October 31,						% Change Favorable (Unfavorable)		Constant Currency % Change Favorable (Unfavorable)
RESEARCH:	2022			2021
Revenue:
Research Publishing (1)	$	472,164		$	482,137		(2)	%	2	%
Research Solutions (1)	74,108			67,773			9	%	14	%
Total Research Revenue	546,272			549,910			(1)	%	3	%
Cost of Sales	142,302			146,332			3	%	(5)	%
Operating Expenses	236,971			223,924			(6)	%	(12)	%
Amortization of Intangible Assets	23,437			23,577			1	%	(5)	%
Restructuring Charges (see Note 9)	1,260			238			#		#
Contribution to Profit	142,302			155,839			(9)	%	(11)	%
Restructuring Charges (see Note 9)	1,260			238			#		#
Adjusted Contribution to Profit	143,562			156,077			(8)	%	(10)	%
Depreciation and amortization	47,185			47,226			—	%	(3)	%
Adjusted EBITDA	$	190,747		$	203,303		(6)	%	(7)	%
Adjusted EBITDA Margin	34.9		%	37.0		%

# Not meaningful

(1) As previously announced in May 2022, our revenue by product type previously referred to as Research Platforms was changed to Research Solutions. Research Solutions includes infrastructure and publishing services that help societies and corporations thrive in a complex knowledge ecosystem. In addition to Platforms (Atypon), certain product offerings such as corporate sales which included the recent acquisitions of Madgex Holdings Limited (Madgex), and Bio-Rad Laboratories Inc.’s Informatics products (Informatics) that were previously included in Research Publishing moved to Research Solutions to align with our strategic focus. Research Solutions also includes product offerings related to certain recent acquisitions such as J&J, and EJP. Prior period results have been revised to the new presentation. There were no changes to the total Research segment or our consolidated financial results. The revenue reclassified was $44.1 million for the six months ended October 31, 2021, $93.3 million for the year ended April 30, 2022, and $80.3 million for the year ended April 30, 2021.

Revenue:

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

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Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA decreased 7% as compared with the prior year. This decrease was primarily due to investments to optimize and scale publishing and solutions and, to a lesser extent, higher employment costs, and travel and entertainment costs due to the resumption of in-person activities, which more than offset the increase in revenue.

	Six Months Ended October 31,						% Change Favorable (Unfavorable)		Constant Currency % Change Favorable (Unfavorable)
ACADEMIC & PROFESSIONAL LEARNING:	2022			2021
Revenue:
Education Publishing	$	149,256		$	164,961		(10)	%	(6)	%
Professional Learning	136,344			150,832			(10)	%	(6)	%
Total Academic & Professional Learning	285,600			315,793			(10)	%	(6)	%
Cost of Sales	77,033			87,914			12	%	9	%
Operating Expenses	167,989			171,718			2	%	(2)	%
Amortization of Intangible Assets	5,353			7,232			26	%	24	%
Restructuring Charges (Credits) (see Note 9)	9,229			(294)			#		#
Contribution to Profit	25,996			49,223			(47)	%	(45)	%
Restructuring Charges (Credits) (see Note 9)	9,229			(294)			#		#
Adjusted Contribution to Profit	35,225			48,929			(28)	%	(26)	%
Depreciation and amortization	32,684			36,512			10	%	7	%
Adjusted EBITDA	$	67,909		$	85,441		(21)	%	(18)	%
Adjusted EBITDA Margin	23.8		%	27.1		%

# Not meaningful

Revenue:

Academic & Professional Learning revenue decreased $30.2 million, or 10%, as compared with the prior year on a reported basis. On a constant currency basis, revenue decreased 6% as compared with the prior year. This decrease was primarily due to a decrease in print textbooks in Education Publishing, partially offset by an increase in courseware and digital content. Professional Learning decreased due to a decrease in professional publishing, partially offset by an increase in corporate training.

Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA decreased 18% as compared with the prior year. This decrease was primarily due to lower revenues and, to a lesser extent, higher travel and entertainment costs due to the resumption of in-person activities. This was partially offset by lower royalty costs and, to a lesser extent, lower print product costs.

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	Six Months Ended October 31,						% Change Favorable (Unfavorable)		Constant Currency % Change Favorable (Unfavorable)
EDUCATION SERVICES:	2022			2021
Revenue:
University Services (1)	$	105,570		$	113,598		(7)	%	(6)	%
Talent Development Services (1)	64,963			42,090			54	%	68	%
Total Education Services Revenue	170,533			155,688			10	%	14	%
Cost of Sales	124,998			106,493			(17)	%	(22)	%
Operating Expenses	38,773			38,512			(1)	%	(4)	%
Amortization of Intangible Assets	16,510			11,817			(40)	%	(41)	%
Restructuring Charges (Credits) (see Note 9)	1,339			(28)			#		#
Contribution to Profit	(11,087)			(1,106)			#		#
Restructuring Charges (Credits) (see Note 9)	1,339			(28)			#		#
Accelerated amortization of an intangible asset (2)	4,594			—			#		#
Adjusted Contribution to Profit	(5,154)			(1,134)			#		#
Depreciation and amortization	18,171			17,116			(6)	%	(7)	%
Adjusted EBITDA	$	13,017		$	15,982		(19)	%	(14)	%
Adjusted EBITDA Margin	7.6		%	10.3		%

# Not meaningful

(1)

In May 2022, we moved the WileyNXT product offering from Talent Development Services to University Services and the prior period results have been included in University Services. The revenue reclassified was $1.1 million for the six months ended October 31, 2021. There were no changes to the total Education Services segment or our total consolidated financial results.

(2)

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

Revenue:

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

Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA decreased 14% as compared with the prior year. This was primarily a result of revenue mix. Total expenses increased primarily due to higher employee costs to support growth in Talent Development Services.

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CORPORATE EXPENSES:

Corporate expenses for the six months ended October 31, 2022 increased $27.6 million, or 31%, as compared with the prior year. On a constant currency basis and excluding restructuring (credits) charges, these expenses increased 7% as compared with the prior year. This was primarily due to higher employee costs.

FISCAL YEAR 2023 OUTLOOK:

Wiley is reducing its revenue growth outlook at constant currency due to consumer spending and enrollment headwinds in Education. Based on leading indicators, Wiley is reaffirming its guidance for Adjusted EBITDA and Free Cash Flow. Adjusted EPS is reaffirmed but trending to the lower end of range mainly due to rising interest expense.

Amounts in millions, except Adjusted EPS

Metric	Fiscal Year 2022 Actual (1)	Fiscal Year 2023 Outlook Original At constant currency (1)	Fiscal Year 2023 Outlook Update At constant currency (1)	Fiscal Year 2023 Outlook Current At constant currency (1)
Revenue	$2,083	$2,175 - $2,215	Reduced	$2,110 - $2,150
Adjusted EBITDA	$433	$425 - $450	Reaffirmed	$425 - $450
Adjusted EPS	$4.16	$3.70 - $4.05	Reaffirmed	$3.70 - $4.05
Free Cash Flow	$223	$210 - $235	Reaffirmed	$210 - $235

(1) Based on fiscal 2022 average rates of 1.15 euro and 1.36 British pound. Foreign currency impact to fiscal year 2023 outlook based on year-to-date average rates of 1.00 euro and 1.16 British pound: $85 million unfavorable to revenue; immaterial to Adjusted EBITDA, Adjusted EPS, and Free Cash Flow

•Revenue Outlook: Due to the market-related headwinds in Education, we are reducing our revenue guidance at constant currency from mid-single digit growth to low-single digit growth. Growth continues to be driven by solid performance in Research and Corporate Talent Development.

•Adjusted EBITDA Outlook: Adjusted EBITDA at constant currency is reaffirmed in the range of $425 to $450 million given second half restructuring savings and other cost measures.

•Adjusted EPS Outlook: Adjusted EPS at constant currency is now trending to the lower end of the range of $3.70 to $4.05, mainly due to rising interest expense. Adjusted EPS guidance reflects higher interest expense, higher tax expense, and lower pension income. These three items were expected to account for 35-cents of additional adverse impact this year. This impact is now anticipated to be 44-cents due to rising interest expense. Our adjusted effective tax rate is expected to rise this year from 20% to between 22% and 23%. This is primarily due to a less favorable mix of earnings by country and an increase in the UK statutory rate. In terms of the lower pension income, our pensions have been frozen since 2015 and are above 90% funded.

•Free Cash Flow Outlook: Free Cash Flow is reaffirmed in the range of $210 to $235 million. Positive cash earnings and lower incentive payouts for fiscal year 2022 performance are expected to be offset by higher cash taxes and interest. Our capital expenditures outlook is now around $110 to $120 million dollars, so modestly lower than anticipated. Capital investment is primarily focused on platform and product development in Research and Corporate Talent Development.

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In August 2022, the White House Office of Science and Technology Policy (OSTP) issued guidance for US federal agencies to make federally funded research freely available starting no later than December 31, 2025, without an embargo. For reference, less than 10% of Wiley’s published articles today are funded by US federal departments impacted by this guidance, and a third of those articles are already open access. Wiley has been working for several years with the OSTP and other stakeholders around the world to support the orderly transition to open research. This new guidance is aligned with Wiley’s stated strategy and mission, and is supported by the growth the Company is seeing in open research publishing. Wiley supports multiple publishing models to execute against the industry’s shared objective of unlocking access to scientific research and improving the efficiency of peer review and publication. Those models include journal subscriptions (“pay to read”), transformational agreements (“pay to read and publish”) and open access (“pay to publish”). In the past three years, our open access revenues, including from transformational agreements, have increased from less than 6% of total Research Publishing revenues to approximately 28% today. Based on our assessment of the guidance, we do not believe it will have a material financial impact on our Company.

Segment Realignment:

In the third quarter of fiscal year 2023, we are realigning our segments around our customers to drive impact and improve efficiency. Our new segment reporting structure will consist of three reportable segments which includes Research (no changes), Academic, and Talent, as well as a Corporate category.

The Academic segment will consist of Academic Publishing (which includes Education Publishing and Professional Publishing), and University Services (previously included in the Education Services segment).

The Talent segment will consist of Talent Development, as well as Corporate Training and Corporate Learning, which were both previously included in the Academic & Professional Learning segment.

LIQUIDITY AND CAPITAL RESOURCES

Principal Sources of Liquidity

We believe that our operating cash flow, together with our revolving credit facilities and other available debt financing, will be adequate to meet our operating, investing and financing needs 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 October 31, 2022, we had cash and cash equivalents of $118.4 million, of which approximately $111.4 million, or 94%, was located outside the US. Maintenance of these cash and cash equivalent balances outside the US does not have a material impact on the liquidity or capital resources of our operations. Nonetheless, we intend to repatriate earnings from our non-US subsidiaries, and as we repatriate these funds to the US, we will be required to pay income taxes in various US state and local jurisdictions, and applicable withholding or similar taxes in the periods in which such repatriation occurs. Accordingly, as of October 31, 2022, we have a $2.7 million liability related to the estimated taxes that would be incurred upon repatriating certain non-US earnings.

On November 30, 2022, Wiley entered into an amendment to its Amended and Restated RCA that provides for senior unsecured credit facilities comprised of (i) five-year credit commitments with the principal amount of $1.315 billion, extended to a maturity date in November 2027, and (ii) $185 million in existing credit commitments to remain through the existing maturity date in May 2024. The agreement contains certain customary affirmative and negative covenants, including a financial covenant in the form of a consolidated net leverage ratio and consolidated interest coverage ratio. We incurred approximately $5 million of costs related to this agreement. See Note 15, “Debt and Available Credit Facilities” for further details on the Amended and Restated RCA.

As of October 31, 2022, we had approximately $1,003.7 million of debt outstanding, net of unamortized issuance costs of $0.3 million, and approximately $464.2 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 October 31, 2022.

49

Analysis of Historical Cash Flows

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

	Six Months Ended October 31,
	2022		2021
Net cash used in operating activities	$	(76,196)	$	(75,622)
Net cash used in investing activities	(48,293)		(62,571)
Net cash provided by financing activities	151,603		147,046
Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash	$	(8,784)	$	(1,742)

Cash flow from operations is seasonally a use of cash in the first half of Wiley’s fiscal year principally due to the timing of collections for annual journal subscriptions, which typically occurs in the beginning of the second half of our fiscal year.

Free cash flow less product development spending helps assess our ability, over the long term, to create value for our shareholders, as it represents cash available to repay debt, pay common dividends, and fund share repurchases, and acquisitions. Below are the details of Free cash flow less product development spending.

Free Cash Flow less Product Development Spending:

	Six Months Ended October 31,
	2022		2021
Net cash used in operating activities	$	(76,196)	$	(75,622)
Less: Additions to technology, property and equipment	(38,530)		(37,676)
Less: Product development spending	(11,445)		(13,001)
Free cash flow less product development spending	$	(126,171)	$	(126,299)

Net Cash Used in Operating Activities

The following is a summary of the $0.6 million change in Net cash used in operating activities for the six months ended October 31, 2022 compared with the six months ended October 31, 2021 (amounts in millions).

Net cash used in operating activities – Six months ended October 31, 2021	$	(75.6)
Net income adjusted for items to reconcile net income to net cash used in operating activities, which would include such noncash items as, depreciation and amortization, and the change in deferred taxes	(47.6)
Working capital changes:
Accounts receivable, net and contract liabilities	63.7
Accounts payable and accrued royalties	(12.5)
Changes in other assets and liabilities	(4.2)
Net cash used in operating activities – Six months ended October 31, 2022	$	(76.2)

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

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

The unfavorable changes in other assets and liabilities noted in the table above was primarily due to an unfavorable change in income taxes, royalty advances and higher restructuring payments, partially offset by lower payments for annual incentive compensation in fiscal year 2023 related to the prior fiscal year.

50

Our negative working capital (current assets less current liabilities) was $151.6 million and $418.6 million as of October 31, 2022 and April 30, 2022, respectively. This $267.0 million change in negative working capital was primarily due to the seasonality of our business. The primary driver of the negative working capital is the benefit realized from unearned contract liabilities related to subscriptions for which cash has been collected in advance. The contract liabilities will be recognized as income when the products are shipped or made available online to the customers over the term of the subscription. Current liabilities as of October 31, 2022 and as of April 30, 2022 includes $263.8 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 six months ended October 31, 2022 was $48.3 million compared to $62.6 million in the prior year. The decrease in cash used in investing activities was primarily due to a decrease of $13.5 million in cash used to acquire businesses.

Net Cash Provided By Financing Activities

Net cash provided by financing activities was $151.6 million for the six months ended October 31, 2022 compared to $147.0 million for the six months ended October 31, 2021. This increase in cash provided by financing activities was primarily due to a change in book overdrafts of $3.4 million and, to a lesser extent, an increase in net borrowings of long-term debt of $0.9 million.

Dividends and Share Repurchases

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

	Six Months Ended October 31,
	2022		2021
Shares repurchased – Class A	382		312
Shares repurchased – Class B	—		1
Average price – Class A and Class B	$	45.84	$	55.51

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk primarily related to interest rates, foreign exchange, and credit risk. It is our policy to monitor these exposures and to use derivative financial investments and/or insurance contracts from time to time to reduce fluctuations in earnings and cash flows when it is deemed appropriate to do so. We do not use derivative financial instruments for trading or speculative purposes.

Interest Rates

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

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

On an annual basis, a hypothetical one percent change in interest rates for the $603.7 million of unhedged variable rate debt as of October 31, 2022 would affect net income and cash flow by approximately $4.7 million.

Foreign Exchange Rates

Fluctuations in the currencies of countries where we operate outside the US may have a significant impact on financial results. We are primarily exposed to movements in British pound sterling, euros, Canadian and Australian dollars, and certain currencies in Asia. The statements of financial position of non-US business units are translated into US dollars using period-end exchange rates for assets and liabilities and the statements of income are translated into US dollars using weighted-average exchange rates for revenues and expenses.

Our significant investments in non-US businesses are exposed to foreign currency risk. Adjustments resulting from translating assets and liabilities are reported as a separate component of Accumulated other comprehensive loss, net of tax within Shareholders’ Equity under the caption Foreign currency translation adjustment. During the three and six months ended October 31, 2022, we recorded foreign currency translation losses in Accumulated other comprehensive loss, net of tax of approximately $36.1 million and $55.9 million, respectively, primarily as a result of the fluctuations of the US dollar relative to the British pound sterling and, to a lesser extent the euro. During the three and six months ended October 31, 2021, we recorded foreign currency translation losses in Accumulated other comprehensive loss, net of tax of approximately $9.5 million and $15.4 million, respectively, primarily as a result of the fluctuations of the US dollar relative to the euro and, to a lesser extent the British pound sterling.

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

52

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

	October 31, 2022		April 30, 2022
Increase in Inventories, net	$	7,347	$	7,820
Decrease in Accrued royalties	$	(3,766)	$	(3,893)
Increase in Contract liabilities	$	28,894	$	31,135
Print book sales return reserve net liability balance	$	(17,781)	$	(19,422)

A one percent change in the estimated sales return rate could affect net income by approximately $0.4 million. A change in the pattern or trends in returns could affect the estimated allowance.

Customer Credit Risk

In the journal publishing business, subscriptions are primarily sourced through journal subscription agents who, acting as agents for library customers, facilitate ordering by consolidating the subscription orders/billings of each subscriber with various publishers. Cash is generally collected in advance from subscribers by the subscription agents and is principally remitted to us between the months of December and April. Although currently we have minimal credit risk exposure to these agents, future calendar-year subscription receipts from these agents are highly dependent on their financial condition and liquidity. Subscription agents account for approximately 15% of total annual consolidated revenue, and no one affiliated group of subscription agents accounts for more than 10% of total annual consolidated revenue.

Our book business is not dependent upon a single customer; however, the industry is concentrated in national, regional, and online bookstore chains. No single book customer accounts for more than 6% of total consolidated revenue and more than 11% of accounts receivable at October 31, 2022. The top 10 book customers account for approximately 10% of total consolidated revenue and approximately 24% of accounts receivable at October 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 October 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There have been no significant developments related to legal proceedings during the three months ended October 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 October 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 be Purchased Under Additional Plans  or Programs (Dollars in millions)
August 2022	—	$	—	—	—	$	187.5
September 2022	169,538	44.24		169,538	—	180.0
October 2022	—	—		—	—	180.0
Total	169,538	$	44.24	169,538	—	$	180.0

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ITEM 6. EXHIBITS

Material Contracts
10.1*	John Wiley & Sons, Inc. 2022 Omnibus Stock Plan and Long-Term Incentive Plan.
10.2*	John Wiley & Sons, Inc. Director Restricted Share Unit Grant Agreement.
10.3*	John Wiley & Sons, Inc. Deferred Compensation Plan for Directors’ 2005 & After Compensation Amended and Restated as of September 29, 2022.
10.4	The Amended and Restated Credit Agreement (incorporated by reference to the Company’s Report on Form 8-K dated as of December 5, 2022).
Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Inline XBRL
101.INS*	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH*	Inline XBRL Taxonomy Extension Schema Document.
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	JOHN WILEY & SONS, INC. Registrant
By	/s/ Brian A. Napack
	Brian A. Napack
	President and Chief Executive Officer
By	/s/ Christina Van Tassell
	Christina Van Tassell
	Executive Vice President and Chief Financial Officer
By	/s/ Christopher F. Caridi
	Christopher F. Caridi
	Senior Vice President, Global Corporate Controller and Chief Accounting Officer
	Dated: December 9, 2022

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EX-10.1

JOHN WILEY & SONS, INC.

2022 OMNIBUS STOCK PLAN AND LONG-TERM INCENTIVE PLAN

John Wiley & Sons, Inc. (the “Company”), a New York corporation, hereby establishes and adopts the following 2022 Omnibus Stock Plan and Long-Term Incentive Plan (the “Plan”).

1.PURPOSE OF THE PLAN

The Plan is intended to further align the interests of non-employee directors, consultants, officers and other key employees of the Company and of its Subsidiaries and Affiliates, upon whose judgment, initiative and efforts the Company depends for its growth and for the profitable conduct of its business, with the interests of the shareholders of the Company by encouraging such directors, consultants and employees to acquire or increase their proprietary interests in the Company.

2.DEFINITIONS

    2.1.     “Affiliate” shall mean (i) any Person that directly, or through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company or (ii) any entity in which the Company has a significant equity interest, as determined by the Committee.

    2.2.     “Award” shall mean any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Other Share-Based Award, Performance Award or any other right, interest or option relating to Shares or other property (including cash) granted pursuant to the provisions of the Plan.

2.3.    “Award Agreement” shall mean any agreement, contract or other instrument or document evidencing any Award hereunder, whether in writing or through an electronic medium.

2.4.    “Board” shall mean the board of directors of the Company.

    2.5.    “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

    2.6.    “Committee” shall mean, unless otherwise determined by the Board, the Executive Compensation and Development Committee (ECDC) of the Board or a subcommittee thereof formed by the ECDC to act as the Committee hereunder. The Committee shall consist of no fewer than two Directors, all of whom is (i) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, and (ii) an “independent director” for purpose of Securties and Exchange Commission rules and the rules of the principal U.S. national securities exchange on which the Shares are traded, to the extent required by such rules. Notwithstanding the foregoing, with respect to Awards made to Directors, all references to the Committee shall refer to Governance Committee of the Board.

2.7.    “Consultant” means any consultant or other person permitted to be issued Awards hereunder pursuant to the instructions to Form S-8 under the Securities Act of 1933, as amended, who performs services for the Company or a Subsidiary.

    2.8.    “Director” shall mean a member of the Board who is not an employee.

    2.9.    “Dividend Equivalents” shall have the meaning set forth in Section 11.6.

2.10.    “EffectiveDate” shall mean the date as of which the Plan is approved by the Company’s shareholders at a duly constituted meeting.

    2.11.    “Employee” shall mean any employee of the Company or any Subsidiary or Affiliate and any prospective employee conditioned upon, and effective not earlier than, such person becoming an employee of the Company or any Subsidiary.

2.12.    “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

2.13.    “Fair Market Value” shall mean, with respect to Shares as of any date, (i) the closing price of the Shares as reported on the principal U.S. national securities exchange on which the Shares are listed and traded on such date, or, if there is no closing price on that date, then on the next date on which such a closing price is reported; (ii) if the Shares are not listed on any U.S. national securities exchange but are quoted in an inter-dealer quotation system on a last sale basis, the final ask price of the Shares reported on the inter-dealer quotation system for such date, or, if there is no such sale on such date, then on the last preceding date on which a sale was reported; or (iii) if the Shares are neither listed on a U.S. national securities exchange nor quoted on an inter-dealer quotation system on a last sale basis, the amount determined by the Committee to be the fair market value of the Shares as determined by the Committee in its sole discretion. The Fair Market Value of any property other than Shares shall mean the market value of such property determined by such methods or procedures as shall be established from time to time by the Committee.

2.14.“Incentive Stock Option” shall mean an Option which when granted is intended to qualify as an incentive stock option for purposes of Section 422 of the Code.

2.15.    “Option” shall mean any right granted to a Participant under the Plan allowing such Participant to purchase Shares at such price or prices and during such period or periods as the Committee shall determine.

2.16.    “Other Share-Based Award” shall have the meaning set forth in Section 8.1.

2.17.    “Participant” shall mean an Employee, a Consultant or a Director who is selected by the Committee to receive an Award under the Plan.

2.18.    “Performance Award” shall mean any Award of Performance Cash, Performance Shares or Performance Units granted pursuant to Article 9.

2.19.“Performance Cash” shall mean any cash incentives granted pursuant to Article 9 payable to the Participant upon the achievement of such performance goals as the Committee shall establish.

2.20.    “Performance Period” shall mean the period established by the Committee during which any performance goals specified by the Committee with respect to a Performance Award are to be measured.

2.21.    “Performance Share” shall mean any grant pursuant to Article 9 of a unit valued by reference to a designated number of Shares, which value may be paid to the Participant in Shares or cash as determined by the Committee in its sole discretion, upon achievement of such performance goals as the Committee shall establish.

2.22.    “Performance Unit” shall mean any grant pursuant to Article 9 of a unit valued by reference to a designated amount of cash or property other than Shares, which value may be paid to the Participant in cash or Shares as determined by the Committee in its sole discretion, upon achievement of such performance goals during the Performance Period as the Committee shall establish.

2.23.“Permitted Assignee” shall have the meaning set forth in Section 11.3.

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    2.24.    “Person” shall mean any individual, corporation, partnership, association, limited liability company, joint-stock company, trust or unincorporated organization.

    2.25.    “Prior Plans” shall mean, collectively, the Company’s 2009 Key Employee Stock Plan, 2014 Key Employee Stock Plan and 2018 Director Stock Plan.

2.26.    “Restricted Stock” shall mean any Share issued with the restriction that the holder may not sell, transfer, pledge or assign such Share and with such other restrictions as the Committee, in its sole discretion, may impose, which restrictions may lapse separately or in combination at such time or times, in installments or otherwise, as the Committee may deem appropriate.

2.27.    “Restricted Stock Award” shall have the meaning set forth in Section 7.1.

2.28.    “Restricted Stock Unit” means an Award that is valued by reference to a Share, which value may be paid to the Participant in Shares or cash as determined by the Committee in its sole discretion upon the satisfaction of vesting restrictions as the Committee may establish, which restrictions may lapse separately or in combination at such time or times, in installments or otherwise, as the Committee may deem appropriate.

2.29.“Restricted Stock Unit Award” shall have the meaning set forth in Section 7.1

2.30.    “Retirement” shall mean 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.        

    2.31.    “SEC” means the Securities and Exchange Commission.

2.32.    “Shares” shall mean the shares of Class A Common Stock of the Company, par value $1.00 per share (and not the Class B Common Stock).

2.33.    “Stock Appreciation Right” shall mean the right granted to a Participant pursuant to Article 6.

2.34.    “Subsidiary” shall mean any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the relevant time each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.

2.35.    “Substitute Awards” shall mean Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.

    2.36.    “Vesting Period” shall mean the period of time specified by the Committee during which vesting restrictions for an Award are applicable.

3.    SHARES SUBJECT TO THE PLAN

3.1.    Number of Shares. (a) Subject to adjustment as provided in Sections 3.1(b) and 11.2, a total of 6,200,000 Shares shall be authorized for Awards granted under the Plan, less one (1) Share for every one (1) Share that was subject to an award granted under a Prior Plan after July 13, 2022 and prior to the Effective Date. After the Effective Date of the Plan, no awards may be granted under any Prior Plan.

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(b)    If any Shares subject to an Award are forfeited or an Award expires or is settled for cash (in whole or in part), or (ii) after July 13, 2022 any Shares subject to an award under any Prior Plan are forfeited or an award under any Prior Plan expires or is settled for cash (in whole or in part), then in each such case the Shares subject to such Award or award under any Prior Plan shall, to the extent of such forfeiture, expiration or cash settlement, be added to the Shares available for Awards under the Plan, on a one-for-one basis. In the event that withholding tax liabilities arising from an Award other than an Option or Stock Appreciation Right (or, after July 13, 2022, an award other than an option or stock appreciation right under any Prior Plan) are satisfied by the tendering of Shares (either actually or by attestation) or by the withholding of Shares by the Company, the Shares so tendered or withheld shall be added to the Shares available for Awards under the Plan, on a one-for-one basis. Notwithstanding anything to the contrary contained herein, the following Shares (or Shares subject to awards under a Prior Plan) shall not be added to the Shares authorized for grant under paragraph (a) of this Section: (i) Shares tendered by the Participant or withheld by the Company in payment of the purchase price of an Option, (ii) Shares tendered by the Participant or withheld by the Company to satisfy any tax withholding obligation with respect to Options or Stock Appreciation Rights, (iii) Shares subject to a Stock Appreciation Right that are not issued in connection with its stock settlement on exercise thereof, and (iv) Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options.

        (c)    Substitute Awards shall not reduce the Shares authorized for grant under the Plan, nor shall Shares subject to a Substitute Award be added to the Shares available for Awards under the Plan as provided in paragraph (b) above. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards shall not be added to the Shares available for Awards under the Plan as provided in paragraphs (b) above); provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees prior to such acquisition or combination.

3.2.    Character of Shares. Any Shares issued hereunder may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares purchased in the open market or otherwise.

4.    ELIGIBILITY AND ADMINISTRATION; CHANGE IN STATUS

4.1.    Eligibility. Any Employee. Consultant or Director shall be eligible to be selected as a Participant.

4.2.    Administration. (a) The Plan shall be administered by the Committee. The Committee shall have full power and authority, subject to the provisions of the Plan and subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board, to: (i) select the Employees, Consultants and Directors to whom Awards may from time to time be granted hereunder; (ii) determine the type or types of Awards to be granted to each Participant hereunder; (iii) determine the number of Shares (or dollar value) to be covered by each Award granted hereunder; (iv) determine the terms and conditions, not inconsistent with the provisions of the Plan, of any Award granted hereunder; (v) determine whether, to what extent and under what circumstances Awards may be settled in cash, Shares or

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other property; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other property and other amounts payable with respect to an Award made under the Plan shall be deferred either automatically or at the election of the Participant (including, for Directors, under the John Wiley & Sons, Inc. Deferred Compensation Plan for Directors' 2005 & After Compensation); (vii) determine whether, to what extent and under what circumstances any Award shall be canceled or suspended; (viii) interpret and administer the Plan and any instrument or agreement entered into under or in connection with the Plan, including any Award Agreement; (ix) correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent that the Committee shall deem desirable to carry it into effect; (x) establish such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (xi) determine whether any Award, other than an Option or Stock Appreciation Right, will have Dividend Equivalents; and (xii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. Notwithstanding the foregoing, to the extent provided in the charter of a Committee, the Board shall have the authorities set forth in this Section 4.2(a).

        (b)    Decisions of the Committee with respect to Awards shall be final, conclusive and binding on all persons or entities, including the Company, any Participant, and any Subsidiary. A majority of the members of the Committee may determine its actions, including fixing the time and place of its meetings.

        (c)    To the extent not inconsistent with applicable law and the rules and regulations of the principal U.S. national securities exchange on which the Shares are traded, the Committee may (i) delegate to a committee of one or more directors of the Company any of the authority of the Committee under the Plan, including the right to grant, cancel or suspend Awards and (ii) authorize one or more executive officers to do one or more of the following with respect to Employees and Consultants who are not Directors or executive officers of the Company (A) designate Employees and Consultants to be recipients of Awards, (B) determine the number of Shares subject to such Awards to be received by such Employees and Consultants and (C) cancel or suspend Awards to such Employees and Consultants; provided that (x) any resolution of the Committee authorizing such officer(s) must specify the total number of Shares subject to Awards that such officer(s) may so award and (y) the Committee may not authorize any officer to designate himself or herself as the recipient of an Award.

4.3.    Director Grants. The aggregate dollar value of equity-based (based on the grant date Fair Market Value of equity-based Awards) and cash compensation granted under this Plan or otherwise to any Director shall not exceed $660,000 during any calendar year for services rendered as a Director for such calendar year; provided, however, that in the calendar year in which a Director first joins the Board or during any calendar year in which a Director is serving as Chair of the Board or Lead Director, the maximum aggregate dollar value of equity-based and cash compensation granted to the Director may be up to $900,000. For the avoidance of doubt, any compensation that is deferred shall be counted toward this limit for the year in which it was first earned, and not when paid or settled (if later).

4.4.Change in Status. A Participant’s change in status between an Employee, Consultant or Director to another such status shall not be deemed to constitute a termination of employment or other service for any purpose under the Plan.

5.     OPTIONS

5.1.    Grant. Options may be granted hereunder to Participants either alone or in addition to other Awards granted under the Plan. Any Option shall be subject to the terms and conditions of this Article and to such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall deem desirable.

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5.2.    Award Agreements. All Options shall be evidenced by an Award Agreement in such form and containing such terms and conditions as the Committee shall determine which are not inconsistent with the provisions of the Plan. The terms and conditions of Options need not be the same with respect to each Participant. Granting an Option pursuant to the Plan shall impose no obligation on the recipient to exercise such Option. Any individual who is granted an Option pursuant to this Article may hold more than one Option granted pursuant to the Plan at the same time.

5.3.    Option Price. Other than in connection with Substitute Awards, the option price per each Share purchasable under any Option granted pursuant to this Article shall not be less than the Fair Market Value of one Share on the date of grant of such Option; provided, however, that in the case of an Incentive Stock Option granted to a Participant who, at the time of the grant, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Subsidiary, the option price per share shall be no less than 110% of the Fair Market Value of one Share on the date of grant. Other than pursuant to Section 11.2, the Committee shall not without the approval of the Company’s shareholders (a) lower the option price per Share of an Option after it is granted, (b) cancel an Option when the option price per Share exceeds the Fair Market Value of one Share in exchange for cash, an Option with a lower option price per Share or another Award (other than in connection with a Change of Control as defined in Section 10.3), or (c) take any other action with respect to an Option that would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on which the Shares are listed.

5.4.    Option Term. The term of each Option shall be fixed by the Committee in its sole discretion; provided that no Option shall be exercisable after the expiration of ten (10) years from the date the Option is granted; provided, however, that the term of the Option shall not exceed five (5) years from the date the Option is granted in the case of an Incentive Stock Option granted to a Participant who, at the time of the grant, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Subsidiary. Notwithstanding the foregoing and unless otherwise determined by the Committee, in the event that on the last business day of the term of an Option (other than an Incentive Stock Option) (i) the exercise of the Option is prohibited by applicable law or (ii) Shares may not be purchased or sold by certain employees or directors of the Company due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the term of the Option shall be extended for a period of thirty (30) days following the end of the legal prohibition, black-out period or lock-up agreement.

5.5.    Vesting and Exercisability of Options. Options shall vest and become exercisable as set forth in the applicable Award Agreement.

5.6    Exercise of Options. (a) Vested Options granted under the Plan shall be exercised by the Participant (or by a Permitted Assignee thereof or the Participant’s executors, administrators, guardian or legal representative, to the extent provided in an Award Agreement) as to all or part of the Shares covered thereby, by giving notice of exercise to the Company or its designated agent, specifying the number of Shares to be purchased. The notice of exercise shall be in such form, made in such manner, and shall comply with such other requirements consistent with the provisions of the Plan as the Committee may prescribe from time to time.

        (b)    Unless otherwise provided in an Award Agreement, full payment of such purchase price shall be made at the time of exercise and shall be made (i) in cash or cash equivalents (including certified check or bank check or wire transfer of immediately available funds), (ii) by tendering previously acquired Shares (either actually or by attestation) valued at their then Fair Market Value, (iii) with the consent of the Committee, by delivery of other consideration having a Fair Market Value on the exercise date equal to the total purchase price, (iv) with the consent of the Committee, by withholding Shares otherwise issuable in connection

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with the exercise of the Option, (v) through any other method specified in an Award Agreement (including same-day sale through a broker), or (vi) any combination of any of the foregoing; provided, however, to the extent required by applicable law, that the Participant must pay in cash an amount not less than the aggregate par value (if any) of the Shares being acquired. The notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or such other office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of the Plan, as the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share.

    5.7.    Termination of Employment/Service as a Director.

(a)     Other Than by Death or Permanent Disability. Unless otherwise provided in an Award Agreement, each vested Option may be exercised only while the Participant is regularly employed by or providing services to the Company, a Subsidiary or an Affiliate, as the case may be, or within three months after the Participant’s employment or other service has been terminated (but no later than the expiration of the Option term), whether such termination was by the Company (unless such termination was for cause as determined by the Committee) or by the Participant for any reason. If the Participant's employment is terminated for cause (as determined by the Committee), the Option may not be exercised after the Participant's employment or other service has been terminated. A Participant's employment shall not be deemed to have terminated for purposes of this Section 5.7 as long as the Participant is employed by the Company, or any Subsidiary or Affiliate. For purposes of this Section 5.7, “employment” shall mean continuous employment (either full or part time), except that leaves of absence for such periods and purposes as may be approved by the Company or the Subsidiary or Affiliate, shall not be deemed to terminate employment. Notwithstanding the foregoing, the Committee, in its discretion, may permit the exercise of an Option for such period after such termination of employment as the Committee may specify and may also increase the number of Shares subject to exercise up to the full number of Shares covered by the Option. In no event may an Option be exercised after the expiration date of the Option.

        (b)    Death or Permanent Disability. If a Participant shall die or his or her employment is terminated by reason of permanent disability (as described in Section 22(e)(3) of the Code) while in the employ of the Company or a Subsidiary or Affiliate, the Participant or the Participant's estate or any person who acquires the right to exercise such Option by bequest, inheritance or by reason of the death of the Participant shall have the right to exercise the Option within twelve months from the date of the Participant's death or permanent disability (but not later than the expiration of the Option term), without regard to whether the right to exercise such Option shall have otherwise accrued.

        (c)    Notwithstanding the foregoing, the Committee may in its sole discretion specify alternative terms and conditions relating to the vesting and exercise of Options in the applicable Award Agreement (including specific terms relating to Incentive Stock Options that are intended to comply with Section 422 of the Code), in which case the Award Agreement terms relating thereto shall govern.

5.8.    Form of Settlement. In its sole discretion, the Committee may provide that the Shares to be issued upon an Option's exercise shall be in the form of Restricted Stock or other similar securities.

5.9.    Incentive Stock Options. The Committee may grant Incentive Stock Options to any employee of the Company or any Subsidiary, subject to the requirements of Section 422 of the Code. Solely for purposes of determining whether Shares are available for the grant of

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Incentive Stock Options under the Plan, the maximum aggregate number of Shares that may be issued pursuant to Incentive Stock Options granted under the Plan shall be 6,200,000 Shares, subject to adjustment as provided in Section 11.2.

6.STOCK APPRECIATION RIGHTS

6.1.    Grantand Vesting. The Committee may grant Stock Appreciation Rights (a) in tandem with all or part of any Option granted under the Plan or at any subsequent time during the term of such Option, (b) in tandem with all or part of any Award (other than an Option) granted under the Plan or at any subsequent time during the term of such Award, or (c) without regard to any Option or other Award in each case upon such terms and conditions as the Committee may establish in its sole discretion. Stock Appreciation Rights shall vest and become exercisable as set forth in the applicable Award Agreement.

6.2.    Terms and Conditions. Stock Appreciation Rights shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time by the Committee, including the following:

(a)Upon the exercise of a Stock Appreciation Right, the holder shall have the right to receive the excess of (i) the Fair Market Value of one Share on the date of exercise (or such amount less than such Fair Market Value as the Committee shall so determine at any time during a specified period before the date of exercise) over (ii) the grant price of the Stock Appreciation Right.

(b)The Committee shall determine in its sole discretion whether payment on exercise of a Stock Appreciation Right shall be made in whole Shares, in cash or other property, or any combination thereof.

(c)The terms and conditions of Stock Appreciation Rights need not be the same with respect to each recipient.

(d)The Committee may impose such other terms and conditions on the exercise of any Stock Appreciation Right, as it shall deem appropriate. A Stock Appreciation Right shall (i) have a grant price per Share of not less than the Fair Market Value of one Share on the date of grant or, if applicable, on the date of grant of an Option with respect to a Stock Appreciation Right granted in exchange for or in tandem with, but subsequent to, the Option (subject to the requirements of Section 409A of the Code) except in the case of Substitute Awards or in connection with an adjustment provided in Section 11.2, and (ii) have a term not greater than ten (10) years. Notwithstanding clause (ii) of the preceding sentence, in the event that on the last business day of the term of a Stock Appreciation Right (x) the exercise of the Stock Appreciation Right is prohibited by applicable law or (y) Shares may not be purchased or sold by certain employees or directors of the Company due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the term shall be extended for a period of thirty (30) days following the end of the legal prohibition, black-out period or lock-up agreement.

(e)Without the approval of the Company’s shareholders, other than pursuant to Section 11.2, the Committee shall not (i) reduce the grant price of any Stock Appreciation Right after the date of grant (ii) cancel any Stock Appreciation Right when the grant price per Share exceeds the Fair Market Value of one Share in exchange for cash, a Stock Appreciation Right with a lower grant price per Share or another Award (other than in connection with a Change of Control as defined in Section 10.3), or (iii) take any other action with respect to a Stock Appreciation Right that would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on which the Shares are listed.

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7.    RESTRICTED STOCK AND RESTRICTED STOCK UNITS

7.1.    Grants. Awards of Restricted Stock and of Restricted Stock Units may be granted hereunder to Participants either alone or in addition to other Awards granted under the Plan (a “Restricted Stock Award” or “Restricted Stock Unit Award,” respectively), and such Restricted Stock Awards and Restricted Stock Unit Awards shall also be available as a form of payment of Performance Awards and other earned cash-based incentive compensation. The Committee has absolute discretion to determine whether any consideration (other than services) is to be received by the Company or any Subsidiary as a condition precedent to the grant of Restricted Stock or Restricted Stock Units, subject to such minimum consideration as may be required by applicable law.

7.2.    Award Agreements. The terms of any Restricted Stock Award or Restricted Stock Unit Award granted under the Plan shall be set forth in an Award Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan. The terms of Restricted Stock Awards and Restricted Stock Unit Awards need not be the same with respect to each Participant

7.3.    Rights of Holders of Restricted Stock and Restricted Stock Units. Unless otherwise provided in the Award Agreement, beginning on the date of grant of the Restricted Stock Award and subject to execution of the Award Agreement, the Participant shall become a shareholder of the Company with respect to all Shares subject to the Award Agreement and shall have all of the rights of a shareholder, including the right to vote such Shares and the right to receive distributions made with respect to such Shares, except as otherwise provided in this Section. A Participant who holds a Restricted Stock Unit Award shall only have those rights specifically provided for in the Award Agreement; provided, however, in no event shall the Participant have voting rights with respect to such Award. Notwithstanding anything to the contrary in this Plan, any Shares or any other property distributed or credited as a dividend, a dividend equivalent right or otherwise with respect to any Restricted Stock Award or Restricted Stock Unit Award as to which the restrictions have not yet lapsed shall be subject to the same vesting terms, restrictions and risks of forfeiture as such Restricted Stock Award or Restricted Stock Unit Award, and the Committee shall have the sole discretion to determine whether, if at all, any cash amount that is subject to such restrictions shall earn interest and at what rate.

7.4Vesting Period. Restricted Stock and Restricted Stock Units shall vest as set forth in the applicable Award Agreement.

7.5.    Issuance of Shares. Any Restricted Stock granted under the Plan may be evidenced in such manner as the Board may deem appropriate, including book-entry registration or issuance of a stock certificate or certificates, which certificate or certificates shall be held by the Company. Any such certificate or certificates shall be registered in the name of the Participant and shall bear an appropriate legend referring to the restrictions applicable to such Restricted Stock.

7.6Termination of Employment/Service.

        (a)    Other than Death or Disability. Restricted Stock and Restricted Stock Units shall be forfeited and revert to the Company upon the termination of employment or other service during the Vesting Period for any reason other than death or permanent disability (as described in Section 22(e)(3) of the Code), except to the extent the Committee, in its discretion, determines that a lesser number of Restricted Stock or Restricted Stock Units or no Restricted Stock and Restricted Stock Units shall be forfeited pursuant to the foregoing provisions of this Section 7.

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        (b)    Death or Permanent Disability. Restricted Stock and Restricted Stock Units shall not be forfeited as a result of the Participant’s death or his or her termination of employment by reason of permanent disability (as described in Section 22(e)(3) of the Code), as determined by the Committee. The Committee may require medical evidence of permanent disability, including medical examinations by physicians selected by it. Such shares shall remain subject to forfeiture if any performance objectives specified in the award are not met.

        (c)    Notwithstanding the foregoing, the Committee may in its sole discretion specify alternative terms and conditions relating to the vesting and forfeiture of Restricted Stock and Restricted Stock Units in the applicable Award Agreement, in which case the Award Agreement terms relating thereto shall govern.

8.    OTHER SHARE-BASED AWARDS

8.1.    Grants. Other Awards of Shares and other Awards that are valued in whole or in part by reference to, or are otherwise based on, Shares or other property (“Other Share-Based Awards”), including deferred stock units, may be granted hereunder to Participants either alone or in addition to other Awards granted under the Plan. Other Share-Based Awards shall also be available as a form of payment of other Awards granted under the Plan and other earned cash-based compensation.

8.2.    Award Agreements. The terms of Other Share-Based Awards granted under the Plan shall be set forth in an Award Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan. The terms of such Awards need not be the same with respect to each Participant. Notwithstanding the provisions of this Section, Dividend Equivalents with respect to the Shares covered by an Other Share-Based Award shall be subject to restrictions and risk of forfeiture to the same extent as the Shares covered by an Other Share-Based Award with respect to which such Dividend Equivalents have been credited.Other Share-Based Awards may be subject to vesting restrictions during the Vesting Period as specified by the Committee.

    8.3.    Vesting Period. Other Share-Based Awards shall vest and become exercisable as set forth in the applicable Award Agreement. The Committee may, in its sole discretion, waive the vesting restrictions and any other conditions set forth in any Award Agreement under such terms and conditions as the Committee shall deem appropriate.

8.4.    Payment.Except as may be provided in an Award Agreement, Other Share-Based Awards may be paid in Shares, cash or other property, or any combination thereof, in the sole discretion of the Committee. Other Share-Based Awards may be paid in a lump sum or in installments or, in accordance with procedures established by the Committee, on a deferred basis subject to the requirements of Section 409A of the Code.

9.    PERFORMANCE AWARDS

9.1.    Grants; Performance Goals.

(a)    Performance Awards in the form of Performance Cash, Performance Shares or Performance Units, as determined by the Committee in its sole discretion, may be granted hereunder to Participants, for no consideration or for such minimum consideration as may be required by applicable law, either alone or in addition to other Awards granted under the Plan. The performance goals to be achieved for each Performance Period shall be conclusively determined by the Committee and may be based upon such criteria as determined by the Committee in its discretion. Performance Awards may not be granted to Directors.

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(b)    Any performance goals that are financial metrics, may be determined in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), in accordance with accounting principles established by the International Accounting Standards Board (“IASB Principles”), or may be adjusted when established to include or exclude any items otherwise includable or excludable under GAAP or under IASB Principles. Such performance goals also may be based solely by reference to the Company’s performance or the performance of a Subsidiary, division, business segment or business unit of the Company or a Subsidiary, or based upon performance relative to performance of other companies or upon comparisons of any of the indicators of performance relative to performance of other companies. The Committee may provide for exclusion of the impact of an event or occurrence which the Committee determines should appropriately be excluded, including (a) restructurings, discontinued operations, extraordinary items, and other unusual, infrequently occurring or non-recurring charges or events, (b) asset write-downs, (c) litigation or claim judgments or settlements, (d) acquisitions or divestitures, (e) reorganization or change in the corporate structure or capital structure of the Company, (f) an event either not directly related to the operations of the Company, Subsidiary, division, business segment or business unit or not within the reasonable control of management, (g) foreign exchange gains and losses, (h) a change in the fiscal year of the Company, (i) the refinancing or repurchase of bank loans or debt securities, (j), unbudgeted capital expenditures, (k) the issuance or repurchase of equity securities and other changes in the number of outstanding shares, (l) conversion of some or all of convertible securities to common stock, (m) any business interruption event (n) the cumulative effects of tax or accounting changes in accordance with U.S. generally accepted accounting principles, or (o) the effect of changes in other laws or regulatory rules affecting reported results. The Committee may also adjust the amount payable pursuant to such an Award, as determined in its discretion to be appropriate.

9.2.    Award Agreements. The terms of any Performance Award granted under the Plan shall be set forth in an Award Agreement (or, if applicable, in a resolution duly adopted by the Committee) which shall contain provisions determined by the Committee and not inconsistent with the Plan, including whether such Awards shall have Dividend Equivalents. The terms of Performance Awards need not be the same with respect to each Participant.

9.3.Terms and Conditions. The performance criteria to be achieved during any Performance Period and the length of the Performance Period shall be determined by the Committee upon the grant of each Performance Award. The amount of the Award to be distributed shall be conclusively determined by the Committee.

9.4.Payment. Except as provided in Article 11, as provided by the Committee or as may be provided in an Award Agreement, Performance Awards will be distributed only after the end of the relevant Performance Period. Performance Awards may be paid in Shares, cash or other property, or any combination thereof, in the sole discretion of the Committee. Performance Awards may be paid in a lump sum or in installments following the close of the Performance Period or, in accordance with procedures established by the Committee, on a deferred basis subject to the requirements of Section 409A of the Code.

10.    CHANGE OF CONTROL PROVISIONS

10.1.    Impact on Certain Awards. Unless otherwise specifically provided in an Award Agreement, the Committee shall have the right to provide that in the event of a Change of Control of the Company (as defined in Section 10.3): (i) Options and Stock Appreciation Rights outstanding as of the date of the Change of Control shall be cancelled and terminated without payment if the Fair Market Value of one Share as of the date of the Change of Control is less than the per Share Option exercise price or Stock Appreciation Right grant price, and (ii) all Performance Awards shall be (x) considered to be earned and payable based on achievement of performance goals or based on target performance (either in full or pro rata based on the portion of Performance Period completed as of the date of the Change of Control), and any limitations or

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other restrictions shall lapse and such Performance Awards shall be immediately settled or distributed or (y) converted into Restricted Stock or Restricted Stock Unit Awards based on achievement of performance goals or based on target performance (either in full or pro rata based on the portion of Performance Period completed as of the date of the Change of Control) that are subject to Section 10.2.

    10.2.    Assumption or Substitution of Certain Awards. (a) Unless otherwise provided in an Award Agreement, in the event of a Change of Control in connection with which the successor company assumes or substitutes for an Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award or Other Share-Based Award (or in which the Company is the ultimate parent corporation and continues the Award), if a Participant’s employment with such successor company (or the Company) or a subsidiary thereof terminates within 24 months following such Change of Control (or such other period set forth in the Award Agreement, including prior thereto if applicable) under the circumstances specified in the Award Agreement (e.g., a termination without “cause”): (i) Options and Stock Appreciation Rights outstanding as of the date of such termination of employment will immediately vest, become fully exercisable, and may thereafter be exercised for 24 months (or the period of time set forth in the Award Agreement), (ii) the restrictions, limitations and other conditions applicable to Restricted Stock and Restricted Stock Units outstanding as of the date of such termination of employment shall lapse and the Restricted Stock and Restricted Stock Units shall become free of all restrictions, limitations and conditions and become fully vested, and (iii) the restrictions, limitations and other conditions applicable to any Other Share-Based Awards shall lapse, and such Other Share-Based Awards shall become free of all restrictions, limitations and conditions and become fully vested and transferable to the full extent of the original grant. For the purposes of this Section 10.2, an Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award or Other Share-Based Award shall be considered assumed or substituted for if following the Change of Control the Award confers the right to purchase or receive, for each Share subject to the Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award or Other Share-Based Award immediately prior to the Change of Control, the consideration (whether stock, cash or other securities or property) received in the transaction constituting the Change of Control by holders of Shares for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the transaction constituting a Change of Control is not solely common stock of the successor company, the Committee may, with the consent of the successor company, provide that the consideration to be received upon the exercise or vesting of an Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award or Other Share-Based Award, for each Share subject thereto, will be solely common stock of the successor company with a fair market value substantially equal to the per Share consideration received by holders of Shares in the Change of Control. The determination of whether fair market value is substantially equal shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding.

    (b)    Unless otherwise provided in an Award Agreement, in the event of a Change of Control to the extent (i) the successor company does not assume or substitute for an Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award or Other Share-Based Award (or in which the Company is the ultimate parent corporation and does not continue the Award), or (ii) common stock of the successor company is not publicly traded, then immediately prior to the Change of Control: (1) those Options and Stock Appreciation Rights outstanding as of the date of the Change of Control that are not assumed or substituted for (or continued) shall immediately vest and become fully exercisable, (2) restrictions, limitations and other conditions applicable to Restricted Stock and Restricted Stock Units that are not assumed or substituted for (or continued) shall lapse and the Restricted Stock and Restricted Stock Units shall become free of all restrictions, limitations and conditions and become fully vested, (3) the restrictions, other limitations and other conditions applicable to any Other Share-

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Based Awards or any other Awards that are not assumed or substituted for (or continued) shall lapse, and such Other Share-Based Awards or such other Awards shall become free of all restrictions, limitations and conditions and become fully vested and transferable to the full extent of the original grant, and (4) any performance based Award shall be deemed fully earned at the target amount as of the date on which the Change of Control occurs.

    (c)    The Committee, in its discretion, may determine that, upon the occurrence of a Change of Control, each Option and Stock Appreciation Right outstanding shall terminate within a specified number of days after notice to the Participant, and/or that each Participant shall receive, with respect to each Share subject to such Option or Stock Appreciation Right, an amount equal to the excess of the Fair Market Value of such Share immediately prior to the occurrence of such Change of Control over the exercise price per Share of such Option and/or Stock Appreciation Right; such amount to be payable in cash, in one or more kinds of stock or property (including the stock or property, if any, payable in the transaction) or in a combination thereof, as the Committee, in its discretion, shall determine.

10.3.Definitions

    (a)    “Change of Control” shall mean an event which shall occur if there is: (i) a change in the ownership of the Company; (ii) a change in the effective control of the Company; or (iii) a change in the ownership of a substantial portion of the assets of the Company.

    (b)    For purposes of this Section 10.3, a change in the ownership occurs on the date on which any one person, or more than one person acting as a group (as defined in Treasury regulations 1.409A-2(i)(5)(v)(B)), acquires ownership of stock that, together with stock held by such person or group constitutes more than 50% of the total fair market value or total voting power of the stock of the Company.

    (c)    For purposes of this Section 10.3, a change in the effective control occurs on the date on which either (i) a person, or more than one person acting as a group (as defined in Treasury regulations 1.409A-2(i)(5)(v)(B)), acquires ownership of stock possessing 30% or more of the total voting power of the stock of the Company, taking into account all such stock acquired during the 12-month period ending on the date of the most recent acquisition, or (ii) a majority of the members of the Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of such Board of Directors prior to the date of the appointment or election, but only if no other corporation is a majority shareholder.

    (d)     For purposes of this Section 10.3, a change in the ownership of a substantial portion of assets occurs on the date on which any one person, or more than one person acting as a group (as defined in Treasury regulations 1.409A-2(i)(5)(v)(B)), other than a person or group of persons that is related to the Company, acquires assets that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions, taking into account all such assets acquired during the 12-month period ending on the date of the most recent acquisition.

    (e)    For purposes of this Section 10.3, a liquidation or dissolution of the Company occurs on the date of the consummation of a complete liquidation or dissolution of the Company.

(f)    The determination as to the occurrence of a Change of Control for purposes of Sections 11.3 (b), (c) and (d) shall be based on objective facts and in accordance with the requirements of Code Section 409A and the regulations promulgated thereunder.

11.GENERALLY APPLICABLE PROVISIONS

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    11.1.    Amendment and Termination of the Plan. The Board may, from time to time, alter, amend, suspend or terminate the Plan as it shall deem advisable, subject to any requirement for shareholder approval imposed by applicable law, including the rules and regulations of the principal U.S. national securities exchange on which the Shares are traded; provided that the Board may not amend the Plan in any manner that would result in noncompliance with Rule 16b-3 under the Exchange Act; and further provided that the Board may not, without the approval of the Company's shareholders to the extent required by such applicable law, amend the Plan to (a) increase the number of Shares that may be the subject of Awards under the Plan (except for adjustments pursuant to Section 11.2), (b) expand the types of awards available under the Plan, (c) materially expand the class of persons eligible to participate in the Plan, (d) amend Section 5.3 or Section 6.2(e) to eliminate the requirements relating to minimum exercise price, minimum grant price and shareholder approval, or (e) increase the maximum permissible term of any Option specified by Section 5.4 or the maximum permissible term of a Stock Appreciation Right specified by Section 6.2(d). The Board may not (except pursuant to Section 11.2 or in connection with a Change of Control), without the approval of the Company’s shareholders, cancel an Option or Stock Appreciation Right in exchange for cash when the exercise or grant price per share exceeds the Fair Market Value of one Share or take any action with respect to an Option or Stock Appreciation Right that would be treated as a repricing under the rules and regulations of the principal securities exchange on which the Shares are traded, including a reduction of the exercise price of an Option or the grant price of a Stock Appreciation Right or the exchange of an Option or Stock Appreciation Right for another Award. In addition, no amendments to, or termination of, the Plan shall impair the rights of a Participant in any material respect under any Award previously granted without such Participant's consent.

11.2.    Adjustments. In the event of any merger, reorganization, consolidation, recapitalization, dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend), stock split, reverse stock split, spin-off or similar transaction or other change in corporate structure affecting the Shares or the value thereof, such adjustments and other substitutions shall be made to the Plan and to Awards in a manner the Committee deems equitable or appropriate taking into consideration the accounting and tax consequences, including such adjustments in the aggregate number, class and kind of securities that may be delivered under the Plan, the maximum number of Shares that may be issued pursuant to Incentive Stock Options and, in the aggregate or to any Participant, in the number, class, kind and option or exercise price of securities subject to outstanding Awards granted under the Plan (including, if the Committee deems appropriate, the substitution of similar options to purchase the shares of, or other awards denominated in the shares of, another company); provided, however, that the number of Shares subject to any Award shall always be a whole number.

11.3.    Transferability of Awards. Except as provided below, no Award and no Shares that have not been issued or as to which any applicable restriction, performance or deferral period has not lapsed, may be sold, assigned, transferred, pledged or otherwise encumbered, other than by will or the laws of descent and distribution, and such Award may be exercised during the life of the Participant only by the Participant or the Participant’s guardian or legal representative except that shares of Restricted Stock may be used, if the Award Agreement permits, to pay the exercise price of an Option granted under the Plan (or an option granted under any Prior Plan), provided an equal number of Shares delivered to the Participant shall carry the same restrictions and be subject to the same provisions regarding forfeiture as the shares of Restricted Stock so used. To the extent and under such terms and conditions as determined by the Committee, a Participant may assign or transfer an Award without consideration (each transferee thereof, a “Permitted Assignee”) (i) to the Participant’s spouse, children or grandchildren (including any adopted and step children or grandchildren), parents, grandparents or siblings, (ii) to a trust for the benefit of one or more of the Participant or the persons referred to in clause (i), (iii) to a partnership, limited liability company or corporation in which the Participant or the persons referred to in clause (i) are the only partners, members or shareholders or (iv) for charitable donations; provided that such Permitted Assignee shall be bound by and

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subject to all of the terms and conditions of the Plan and the Award Agreement relating to the transferred Award and shall execute an agreement satisfactory to the Company evidencing such obligations; and provided further that such Participant shall remain bound by the terms and conditions of the Plan. No Award may be transferred for value to a third-party financial institution. The Company shall cooperate with any Permitted Assignee and the Company’s transfer agent in effectuating any transfer permitted under this Section.

11.4.    Termination of Employment or Services. The Committee shall determine and set forth in each Award Agreement whether any Awards granted in such Award Agreement will continue to be exercisable, continue to vest or be earned and the terms of such exercise, vesting or earning, on and after the date that a Participant ceases to be employed by or to provide services to the Company or any Subsidiary (including as a Director), whether by reason of death, disability, voluntary or involuntary termination of employment or services, or otherwise. The date of termination of a Participant’s employment or services will be determined by the Committee, which determination will be final.

11.5.    Deferral. The Committee shall be authorized to establish procedures pursuant to which the payment of any Award may be deferred.

11.6.Dividend Equivalents. Subject to the provisions of the Plan and any Award Agreement, the recipient of an Award other than an Option or Stock Appreciation Right may, if so determined by the Committee, be entitled to receive amounts equivalent to cash, stock or other property dividends on Shares (“Dividend Equivalents”) with respect to the number of Shares covered by the Award, as determined by the Committee, in its sole discretion. The Committee may provide that the Dividend Equivalents (if any) shall be deemed to have been reinvested in additional Shares or otherwise reinvested. Notwithstanding the foregoing, Dividend Equivalents credited in connection with an Award that is subject to vesting conditions shall be subject to the same vesting conditions, restrictions and risks of forfeiture as the Award with respect to which such Dividend Equivalents have been credited.

12.    MISCELLANEOUS

12.1.Award Agreements. Each Award Agreement shall either be (a) in writing in a form approved by the Committee and executed by the Company by an officer duly authorized to act on its behalf, or (b) an electronic notice in a form approved by the Committee and recorded by the Company (or its designee) in an electronic recordkeeping system used for the purpose of tracking one or more types of Awards as the Committee may provide; in each case and if required by the Committee, the Award Agreement shall be executed or otherwise electronically accepted by the recipient of the Award in such form and manner as the Committee may require. The Committee may authorize any officer of the Company to execute any or all Award Agreements on behalf of the Company. The Award Agreement shall set forth the material terms and conditions of the Award as established by the Committee consistent with the provisions of the Plan.

12.2.    Tax Withholding. The Company shall have the right to make all payments or distributions pursuant to the Plan to a Participant (or a Permitted Assignee thereof) net of any applicable federal, state and local taxes required to be paid or withheld as a result of (a) the grant of any Award, (b) the exercise of an Option or Stock Appreciation Right, (c) the delivery of Shares or cash, (d) the lapse of any restrictions in connection with any Award or (e) any other event occurring pursuant to the Plan. The Company or any Subsidiary shall have the right to withhold from wages or other amounts otherwise payable to a Participant (or Permitted Assignee) such withholding taxes as may be required by law, or to otherwise require the Participant (or Permitted Assignee) to pay such withholding taxes. If the Participant (or Permitted Assignee) shall fail to make such tax payments as are required, the Company or its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from

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any payment of any kind otherwise due to such Participant (or Permitted Assignee) or to take such other action as may be necessary to satisfy such withholding obligations. The Committee shall be authorized to establish procedures for election by Participants (or Permitted Assignee) to satisfy such obligation for the payment of such taxes by tendering previously acquired Shares (either actually or by attestation, valued at their then Fair Market Value), or by directing the Company to retain Shares (up to the minimum required tax withholding rate for the Participant (or Permitted Assignee) or such other rate that will not cause an adverse accounting consequence or cost) otherwise deliverable in connection with the Award.

12.3.    Right of Discharge Reserved; Claims to Awards. Nothing in the Plan nor the grant of an Award hereunder shall confer upon any Employee, Consultant or Director the right to continue in the employment or service of the Company or any Subsidiary or affect any right that the Company or any Subsidiary may have to terminate the employment or service of (or to demote or to exclude from future Awards under the Plan) any such Employee, Consultant or Director at any time for any reason. The Company shall not be liable for the loss of existing or potential profit from an Award granted in the event of termination of an employment or other relationship. No Employee, Consultant or Director shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Employees, Consultants or Directors under the Plan.

12.4.    Substitute Awards. Notwithstanding any other provision of the Plan, the terms of Substitute Awards may vary from the terms set forth in the Plan to the extent the Committee deems appropriate to conform, in whole or in part, to the provisions of the awards in substitution for which they are granted.

12.5.    Awards are Subject to Clawback. All awards under the Plan are subject to the Company’s clawback policy as in effect from time to time. Without limiting the generality of the foregoing, 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 may require reimbursement of any Award in the amount by which the payment under the Award 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 may require reimbursement of all 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.

12.6.    Competition with the Company.

(a)    If the Participant, without the consent of the Company, while employed by or providing services to the Company or any Subsidiary or Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation or non-disclosure covenant or agreement or otherwise engages in a competitive activity that is in conflict with or adverse to the interest of the Company, or any Subsidiary or Affiliate, as determined by the Committee in its sole discretion, then (i) any outstanding, vested or unvested, earned or unearned portion of the Award may, at the Committee’s discretion, be canceled and (ii) the Committee, in its discretion, may require the Participant or other person to whom any payment has been made or Shares or other property have been transferred in connection with the Award to forfeit and pay over to the Company, on demand, all or any portion of the gain (whether or not taxable) realized upon the exercise of any Option or Stock Appreciation Right and the value realized (whether or not taxable) on the vesting or payment of any other Award during the time period specified in the Award Agreement.

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        (c)    Any remittance to the Company required by Section 12.6(a) shall be payable in cash or by delivery of Shares duly assigned to the Company or by a combination of the foregoing. Any such Shares so delivered shall be deemed to have a value per Share equal to the Fair Market Value of the Shares on such date of issuance (or, if such date is not determinable, the date of vesting).

        (d)    The foregoing provisions of this Section 12.6 shall not apply following a Change of Control.

        (e)    Unless otherwise provided in the Award Agreement, for purposes of this Section 12.6 a Participant is deemed to be "engaged in a competing activity" if he or she owns, manages, controls, is employed by, or otherwise engages in or assists another to engage in any activity or which competes with any business or activity of the Company in which the employee was engaged or involved, at the time of the employee's termination.

12.7Stop Transfer Orders. All certificates for Shares delivered under the Plan pursuant to any Award shall be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which the Shares are then listed, and any applicable federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

12.8.    Nature of Payments. All Awards made pursuant to the Plan are in consideration of services performed or to be performed for the Company or any Subsidiary, division or business unit of the Company or a Subsidiary. Any income or gain realized pursuant to Awards under the Plan constitutes a special incentive payment to the Participant and shall not be taken into account, to the extent permissible under applicable law, as compensation for purposes of any of the employee benefit plans of the Company or any Subsidiary except as may be determined by the Committee or by the Board or board of directors of the applicable Subsidiary (or as may be required by the terms of such plan).

12.9.    Other Plans. Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to shareholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.

12.10.    Severability. The provisions of the Plan shall be deemed severable. If any provision of the Plan shall be held unlawful or otherwise invalid or unenforceable in whole or in part by a court of competent jurisdiction or by reason of change in a law or regulation, such provision shall (a) be deemed limited to the extent that such court of competent jurisdiction deems it lawful, valid and/or enforceable and as so limited shall remain in full force and effect, and (b) not affect any other provision of the Plan or part thereof, each of which shall remain in full force and effect. If the making of any payment or the provision of any other benefit required under the Plan shall be held unlawful or otherwise invalid or unenforceable by a court of competent jurisdiction or any governmental regulatory agency, or impermissible under the rules of any securities exchange on which the Shares are listed, such unlawfulness, invalidity, unenforceability or impermissibility shall not prevent any other payment or benefit from being made or provided under the Plan, and if the making of any payment in full or the provision of any other benefit required under the Plan in full would be unlawful or otherwise invalid or impermissible, then such unlawfulness, invalidity or impermissibility shall not prevent such payment or benefit from being made or provided in part, to the extent that it would not be unlawful, invalid or impermissible and the maximum payment or benefit that would not be unlawful, invalid or impermissible shall be made or provided under the Plan.

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12.11.    Construction. As used in the Plan, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”

12.12.    Unfunded Status of the Plan. The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company. In its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver the Shares or payments in lieu of or with respect to Awards hereunder; provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan.

12.13.    Governing Law. The Plan and all determinations made and actions taken thereunder, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of New York, without reference to principles of conflict of laws, and construed accordingly.

12.14.    Effective Date of Plan; Termination of Plan. The Plan shall be effective on the date of the approval of the Plan by the holders of the shares entitled to vote at a duly constituted meeting of the shareholders of the Company. The Plan shall be null and void and of no effect if the foregoing condition is not fulfilled and in such event each Award shall, notwithstanding any of the preceding provisions of the Plan, be null and void and of no effect. Awards may be granted under the Plan at any time and from time to time on or prior to the tenth anniversary of the Effective Date of the Plan, on which date the Plan will expire except as to Awards then outstanding under the Plan; provided, however, in no event may an Incentive Stock Option be granted more than ten (10) years after the earlier of (i) the date of the adoption of the Plan by the Board or (ii) the Effective Date of the Plan as provided in the first sentence of this Section. Such outstanding Awards shall remain in effect until they have been exercised or terminated, or have expired.

12.15.    Foreign Employees. Awards may be granted to Participants who are foreign nationals or employed or providing services outside the United States, or both, on such terms and conditions different from those applicable to Awards to Employees providing services in the United States as may, in the judgment of the Committee, be necessary or desirable in order to recognize differences in local law or tax policy. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize the Company's obligation with respect to tax equalization for Employees on assignments outside their home country.

12.16.    Compliance with Section 409A of the Code. This Plan is intended to comply and shall be administered in a manner that is intended to comply with Section 409A of the Code and shall be construed and interpreted in accordance with such intent. To the extent that an Award or the payment, settlement or deferral thereof is subject to Section 409A of the Code, the Award shall be granted, paid, settled or deferred in a manner that will comply with Section 409A of the Code, including regulations or other guidance issued with respect thereto, except as otherwise determined by the Committee. Any provision of this Plan that would cause the grant of an Award or the payment, settlement or deferral thereof to fail to satisfy Section 409A of the Code shall be amended to comply with Section 409A of the Code on a timely basis, which may be made on a retroactive basis, in accordance with regulations and other guidance issued under Section 409A of the Code. To the extent any Award under this Plan is considered deferred compensation subject to Section 409A of the Code, to the extent required by Section 409A of the Code, payment of such Award may not be made to a specified employee (as determined in accordance with a uniform policy adopted by the Company with respect to all arrangements subject to Section 409A of the Code) as a result of the Participant’s “separation from service” (as defined in Section 409A of the Code) before the date that is six months after the specified

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employee’s separation form service (or, if earlier, the specified employee’s death), and any payment that would otherwise be made during this period of delay shall be accumulated and paid on the sixth month plus one day following the specified employee’s separation from service (or, if earlier, as soon as administratively practicable after the specified employee’s death).

12.17.No Registration Rights; No Right to Settle in Cash. The Company has no obligation to register with any governmental body or organization (including, without limitation, the SEC) any of (a) the offer or issuance of any Award, (b) any Shares issuable upon the exercise of any Award, or (c) the sale of any Shares issued upon exercise of any Award, regardless of whether the Company in fact undertakes to register any of the foregoing. In particular, in the event that any of (x) any offer or issuance of any Award, (y) any Shares issuable upon exercise of any Award, or (z) the sale of any Shares issued upon exercise of any Award are not registered with any governmental body or organization (including, without limitation, the SEC), the Company will not under any circumstance be required to settle its obligations, if any, under this Plan in cash.

12.18.    Data Privacy. As a condition of acceptance of an Award, the Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this Section by and among, as applicable, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that the Company and its Subsidiaries hold certain personal information about the Participant, including the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or any Subsidiary, details of all Awards or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, managing and administering the Plan (the “Data”). The Participant further understands that the Company and its Subsidiaries may transfer the Data amongst themselves as necessary for the purpose of implementation, management and administration of the Participant’s participation in the Plan, and that the Company and its Subsidiaries may each further transfer the Data to any third parties assisting the Company in the implementation, management, and administration of the Plan. The Participant understands that these recipients may be located in the Participant’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Participant, through participation in the Plan and acceptance of an Award under the Plan, authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Participant may elect to deposit any Shares. The Participant understands that the Data will be held only as long as is necessary to implement, manage, and administer the Participant’s participation in the Plan. The Participant understands that he or she may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data, or refuse or withdraw the consents herein in writing, in any case without cost, by contacting his or her local human resources representative. The Participant understands that refusal or withdrawal of consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his or her local human resources representative.

12.19.Indemnity. To the extent allowable pursuant to applicable law, each member of the Committee or of the Board and any person to whom the Committee has delegated any of its authority under the Plan shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such person in

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connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company’s Certificate of Incorporation or By-laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

12.20.    Captions. The captions in the Plan are for convenience of reference only, and are not intended to narrow, limit or affect the substance or interpretation of the provisions contained herein.

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EX-10.2

DIRECTOR RESTRICTED SHARE UNIT GRANT AGREEMENT

PURSUANT TO THE 2022 OMNIBUS STOCK PLAN

TO: <<Participant>>

You have been granted this restricted share unit award (Award) pursuant to the Company’s 2022 Omnibus Stock and Long-Term Incentive Plan (Plan) as part of your Director compensation. The Award represents the right to receive shares of the Company’s Class A Common Stock (Shares) that aresubject to the vesting conditions set forth in this agreement (Agreement).

The details of your Award are summarized below:

Grant ID:    <<Grant ID>>

Grant Date:    

Number of Restricted Share Units: <<Number of RSUs>>

Vesting Schedule:    The earlier of (i) the day before the next Annual Meeting following the grant, or (ii) your death or disability (as determined by the Governance Committee) (each a “Vesting Event”) subject to your continued service with the Company through the occurrence of the Vesting Event except as otherwise provided in Section 2; unless the Board or the Governance Committee determines otherwise in its sole discretion, the Award shall be forfeited if your service terminates for any reason before a Vesting Event.

The terms of the Award are as set forth in this Agreement and in the Plan. 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. Following settlement of the Award, you become a shareholder of record, and shall receive voting rights and rights with respect to dividends paid thereafter on the Shares awarded.

2.Change of Control. In the event of a Change of Control, as that term is defined in the Plan, the unvested Award granted pursuant to this Agreement shall immediately become fully vested and settled through the issuance of Shares promptly following such event.

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.Dividend Equivalents. The Award shall include the right to receive Dividend Equivalents, which shall be treated as specified in Section 7.3 of the Plan.

5.Deferral of Award. If you have elected to defer receipt of the Award, such deferral shall be governed by the terms of the John Wiley & Sons, Inc. Deferred Compensation Plan for Directors' 2005 & After Compensation (the “DCP”), which shall control in the event of any conflict with this Agreement (and, for the avoidance of doubt, the vesting schedule set forth above shall apply to such deferred amount under the DCP).

6.Taxes. You are ultimately liable and responsible for all taxes owed in connection with the Award. The Company does not commit and is under no obligation to structure the Award to reduce or eliminate your tax liability. For purposes hereof, “UBS” includes the Plan third party administrator and any successor thereto.

7.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.

8.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 Administrative Committee, as set forth in the Plan; (d) your participation in the Plan is voluntary; (e) the future value of the Common Stock subject to the Award is unknown and cannot be predicted with certainty, and (f) neither the Plan, the Award nor the issuance of the Shares confers upon you any right to continue in the service of (or any other relationship with) the Company or any Subsidiary.

9.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.

EX-10.3

JOHN WILEY & SONS, INC.

DEFERRED COMPENSATION PLAN

FOR DIRECTORS' 2005 & AFTER COMPENSATION

Amended and Restated as of September 29, 2022

JOHN WILEY & SONS, INC. DEFERRED COMPENSATION PLAN

FOR DIRECTORS' 2005 & AFTER COMPENSATION

The John Wiley & Sons, Inc. Deferred Compensation Plan for Directors' 2005 & After Compensation (the “Plan”) was established by the Board of Directors of, John Wiley & Sons, Inc. pursuant to resolutions adopted by said Board at its meeting on December 16, 2004. The purpose of the Plan is to provide a Nonemployee Director with a means of deferring director fees and stock compensation in accordance with the terms of the Plan.

It is the intent of John Wiley & Sons, Inc. and the plan administrator to operate the Plan in accordance with the provisions of Section 409A of the Internal Revenue Code (the “Code”) as enacted by the American Jobs Creation Act of 2004, in all respects, including but not limited to its transition rules applicable to distribution payment elections by directors in 2005 through 2008.

Effective January 1, 2009, the Plan was amended and restated to comply with the Treasury Regulations issued pursuant to Code Section 409A subsequent to the original effective date of the Plan, and the Plan was subsequently amended thereafter.

Effective September 29, 2022, the Plan is hereby amended and restated to make certain technical and conforming amendments.

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JOHN WILEY & SONS, INC. DEFERRED COMPENSATION PLAN

FOR DIRECTORS' 2005 & AFTER COMPENSATION

TABLE OF CONTENTS

		Page
ARTICLE 1 -	DEFINITIONS	1
ARTICLE 2 -	PARTICIPATION	3
ARTICLE 3 -	DEFERRALS	4
ARTICLE 4 -	MAINTENANCE OF ACCOUNTS	6
ARTICLE 5 -	PAYMENT OF BENEFITS	7
ARTICLE 6 -	AMENDMENT OR TERMINATION	10
ARTICLE 7 -	GENERAL PROVISIONS	11
ARTICLE 8 -	ADMINISTRATION	14

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ARTICLE 1 - DEFINITIONS

1.01“Accounts” shall mean the bookkeeping account (or subaccounts) maintained for each Participant to record the amount of Director Fees and/or Director Stock Compensation such Participant has elected to defer in accordance with Article 3, adjusted pursuant to Section 4.02. Accounts shall include, but not be limited to the Director Fee Account and the Stock Compensation Account.

1.02“Administrative Committee” shall mean the committee appointed by the Board to administer the Plan, as provided in Section 8.01.

1.03“Beneficiary” shall mean the person or persons designated by a Participant pursuant to the provisions of Section 5.03 in a time and manner determined by the Administrative Committee to receive the amounts, if any, payable under the Plan upon the death of the Participant.

1.04“Board of Directors” or “Board” shall mean the Board of Directors of the Company.

1.05“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

1.06“Company” shall mean John Wiley & Sons, Inc., a New York corporation, or any successor by merger, purchase, or otherwise.

1.07“Deferral Agreement” shall mean the completed election form, including any amendments, attachments, and appendices thereto, in such form approved by the Administrative Committee, between a Nonemployee Director and the Company, under which the Nonemployee Director agrees to defer all or a portion of his Director Fees and/or Director Stock Compensation for a specified Service Year.

1.08“Deferrals” shall mean the amount of deferrals credited to a Participant pursuant to Article 3.

1.09“Director Fee Account” shall mean the bookkeeping account maintained for each Participant to record the amount of Director Fees such Participant has elected to defer in cash in accordance with Article 3, adjusted pursuant to Section 4.02.

1.1“Director Fees” shall mean the fees or compensation to be received by a Nonemployee Director for services rendered as a member of the Board of Directors, including cash fees paid for attendance at meetings of the Board of Directors or its committees.

1.2“Director Stock Compensation” shall mean the shares of Stock to be awarded to a Nonemployee Director under the Company's 2022 Omnibus Stock Plan, as amended, or any other stock plan which may hereafter be adopted.

1.3“Effective Date” shall mean January 1, 2005.

1.4“Nonemployee Director” shall mean a member of the Board of Directors who is not concurrently an employee of the Company and who is not otherwise ineligible to receive Director Fees.

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1.5“Participant” shall mean, except as otherwise provided in Article 2, each Nonemployee Director who has executed a Deferral Agreement pursuant to the requirements of Section 2.01 and is credited with an amount under Section 3.03.

1.6“Plan” shall mean the John Wiley & Sons, Inc. Deferred Compensation Plan For Directors' 2005 & After Compensation as set forth in this document, as it may be amended from time to time.

1.7“Plan Year” shall mean the calendar year. The first Plan Year began on the Effective Date.

1.8“Retirement'' shall mean the date the Nonemployee Director incurs a Separation from Service.

1.9“Separation from Service” shall mean the date that a Participant ceases to be a Nonemployee Director, provided that such Participant is not at that time considered a service provider to the Company or an affiliate of the Company under Code Section 409A.

1.10“Service Year” shall mean a Plan Year.

1.11“Specified Distribution Year” shall mean a calendar year selected by a Participant pursuant to Section 5.01(a).

1.12“Stock” shall mean shares of the Company's Class A Common Stock

1.13“Stock Compensation Account” shall mean the bookkeeping account maintained for each Participant to record the amount of Director Stock Compensation such Participant has elected to defer in accordance with Article 3, adjusted pursuant to Section 4.03.

ARTICLE 2 - PARTICIPATION

2.01In General

(a)An individual who is determined to be a Nonemployee Director with respect to a Plan Year and who desires to have deferrals credited on his behalf pursuant to Article 3 for such Plan Year must execute a Deferral Agreement with the Administrative Committee authorizing Deferrals under this Plan for such year in accordance with the provisions of Sections 3.01 and 3.02.

(h) The Deferral Agreement shall be in writing and be properly completed upon a form approved by the Administrative Committee, which shall be the sole judge of the proper completion thereof. Such Deferral Agreement shall provide, subject to the provisions of Article 3, for the deferral of all or a portion of the Nonemployee Director's Director Fees and Director Stock Compensation earned and paid during a Service Year but after the Deferral Election Deadline and shall include such other provisions as the Administrative Committee deems appropriate.

(c) A Nonemployee Director shall become a Participant when Deferrals are credited on his behalf pursuant to Article 3.

2.02Termination of Participation

Participation shall cease when all benefits to which a Participant is entitled to hereunder are distributed to him.

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ARTICLE 3 - DEFERRALS

3.01Filing Requirements

(b)Prior to the close of business on the date or dates specified by the Administrative Committee in a calendar year but not later than December 31 of such calendar year (the “Deferral Election Deadline”) and except as otherwise provided below, each individual who is a Nonemployee Director may elect, subject to Section 3.02, to defer all or a portion of his Director Fees and/or Director Stock Compensation that are earned and payable for the Service Year beginning in the calendar year following such Deferral Election Deadline by filing a Deferral Agreement with the Administrative Committee.

(c)Notwithstanding Section 3.0l(a), each individual who becomes a Nonemployee Director after January I of a Service Year may elect, subject to Section 3.02, to defer a portion of his Director Fees and/or Director Stock Compensation otherwise earned and payable in that Service Year, by duly completing, executing, and filing with the Administrative Committee a Deferral Agreement no later the 30th day following the date such individual first becomes a Nonemployee Director. The Deferral Election Deadline applicable to that initial Deferral Agreement shall be the date established by the Administrative Committee but no later than the 30th day following the date such individual first becomes a Nonemployee Director. Such Deferral Agreement shall be first effective with respect to the Director Fees and/or Director Stock Compensation paid and earned by the Participant following the Administrative Committee's receipt of the Deferral Agreement applicable to that Service Year. The determination of whether an individual may file a Deferral Agreement under this paragraph(b) with respect to the Service Year in which he first becomes a Nonemployee Director shall be determined in accordance with the rules of Code Section 409A, including the provisions of Treasury Reg. Section l .409A-2(a)(7).

(d)A Participant shall submit a Deferral Agreement in the manner specified by the Administrative Committee. A Nonemployee Director's election to defer all or a portion of his Director Fees and/or Director Stock Compensation for any Service Year shall become irrevocable on the close of business on the applicable Deferral Election Deadline. A Nonemployee Director may revoke or change his election as to the amount of deferrals he authorizes on his Deferral Agreement filed under Section 3.01(a) or (b) at any time prior to the date the election becomes irrevocable. Any such revocation or change shall be made in a form and manner determined by the Administrative Committee.

(e)A Participant's election as to the amount of deferrals he authorizes on his Deferral Agreement filed under Section 3.0l(a) or (b) shall remain in effect for subsequent Plan Years unless the Participant files with the Administrative Committee a new Deferral Agreement modifying or revoking that election in accordance with the preceding provisions of this Section 3.01. The new Deferral Agreement must be filed not later than the Deferral Election Deadline applicable to the Service Year with respect to which the new election is to apply and shall apply to Director Fees and/or Director Stock Compensation earned in the Service Year commencing after such Deferral Election Deadline.

3.02Amount of Deferral

A Nonemployee Director may defer all or a portion of his Director Fees and/or Director Stock Compensation that is otherwise earned and payable in the next Service Year (or with respect to a

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Participant who makes an election pursuant to Section 3.0l(b), earned and payable subsequent to the date the Participant's Deferral Agreement is filed with the Administrative Committee). Any deferral shall be in increments of 25%. A Nonemployee Director shall be given written notice of the opportunity to defer his Director Fees and/or Director Stock Compensation at least ten business days prior to the Deferral Election Deadline for the applicable Service Year.

3.03Crediting to Accounts

The amount of Director Fees deferred shall be credited to a Participant's Director Fee Account on the day such Director Fees would have otherwise been paid in the absence of a Deferral Agreement. The Participant's Director Stock Compensation Account shall be credited with the number of units equal to the number of shares of Stock deferred as Director Stock Compensation as of the date when the Director Stock Compensation would have otherwise been paid in the absence of a Deferral Agreement.

3.04Vesting

A Participant shall at all times be 100% vested in his Director Fee Account. A Participant shall be vested in the units credited to his Stock Compensation Account to the extent the underlying Director Stock Compensation would have been vested.

ARTICLE 4 - MAINTENANCE OF ACCOUNTS

4.01Individual Accounts

The Administrative Committee shall maintain, or cause to be maintained, records showing the balances of each Participant's Accounts. Periodically, each Participant shall be furnished with a statement setting forth the value of his Accounts.

4.02Adjustment of Director Fee Accounts

(a)    Each Participant may designate, in accordance with the procedures established from time to time by the Administrative Committee, the Participant’s preference for the manner in which the amounts in his or her Director Fee Account will be invested from among the investment funds made available for such designation from time to time by the Administrative Committee. The available investment funds will be attached to the Plan as Attachment A. The Administrative Committee may add or delete any investment fund at any time. If a Participant fails to make a designation, then his or her Director Fee Account will be deemed to be invested in the investment fund designated by the Administrative Committee from time to time for such default. The Administrative Committee may establish restrictions on the investment funds in such manner as it deems appropriate.

(b)    A Participant may change his or her investment designation for future contributions to be allocated to his or her Director Fee Account. Any such change will be made in accordance with the procedures established by the Administrative Committee, and the frequency of such changes may be limited by the Administrative Committee.

(c)    A Participant may also convert his or her investment designation with respect to the amounts already allocated to his or her Director Fee Account. Any such conversion will be made in accordance with the procedures established by the Administrative Committee, and the frequency of such conversions may be limited by the Administrative Committee.

4.03Adjustment of Stock Compensation Accounts

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(f)The units under the Stock Compensation Accounts shall be appropriately adjusted for any changes in the Stock by reason of any recapitalization, reorganization, merger, consolidation, spin-off, split-up or any similar change affecting the Stock.

(g)From time to time additional units (or fractional units) shall be credited to Stock Compensation Accounts in amounts equal to the number of shares of Stock (or fractional share) and determined as (i) the amount of any dividend or distribution paid in cash (or the fair market value of a dividend or distribution paid in property) which a Nonemployee Director would have received if on the record date of such dividend or distribution the Nonemployee Director had been the owner of record of a number of shares of Stock equal to the number of units then credited to the Stock Compensation Account, divided by (ii) the market value per share on the date such dividend or distribution is paid. For purposes of the Plan, “market value per share” shall be equal to the closing price for a share of Stock as reported by any exchange on which the Stock may be listed on such date, or, if no shares of the Stock were traded on such date, on the next preceding date on which the Stock was so traded.

4.04Valuation of Accounts

Whenever an event requires a determination of the value of a Participant's Accounts, the value shall be computed as of the date of the event, or if the date of the event is not a business day, the close of the next business day, except as otherwise specified in this Plan. For this purpose, a “business day” is any day on which the New York Stock Exchange is open.

ARTICLE 5- PAYMENT OF BENEFITS

5.01Commencement of Payment

(h)Subject to the limitations set forth below, each time a Participant elects to defer Director Fees and/or Director Stock Compensation otherwise earned and payable in a Service Year commencing prior to January 1, 2009, the Participant shall specify on the applicable Deferral Agreement whether the value of his Director Fees and the value of his Director Stock Compensation deferred pursuant to that Deferral Agreement will be distributed on the occurrence of one of the following events:

(i)The January 15th following the calendar year in which the Participant's Separation from Service occurs.

(ii)The January 15th of the Specified Distribution Year designated by the Participant, or, if earlier, the January 15thfollowing the calendar year in which the Participant's Separation from Service occurs; provided however, the Specified Distribution Year elected begins at least 12 months after the last day of the Service Year in which the amounts being deferred were earned.

1n the event a Nonemployee Director fails to select a payment date on his initial Deferral Agreement, the Nonemployee Director shall be deemed to have elected to have the value of the Deferrals made pursuant to that Agreement distributed as of January 15th of the calendar year following the calendar year in which the Participant incurs a Separation from Service. Subject to the limitations contained herein, the payment date (or dates) indicated on a Director's initial Deferral Agreement shall apply to all subsequent Plan Year deferrals, except as otherwise provided on a subsequent election made in accordance with the provisions of Section 5.0l(a).

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(i)Notwithstanding any Plan provisions to the contrary, the portion of the Director Fees Account and/or Director Stock Compensation Account attributable to Director Fees or Director Stock Compensation deferred by a Participant with respect to a Service Year commencing on or after January 1, 2009 will be distributed as of the January 15th following the calendar year in which the Participant's Separation from Service occurs.

5.02Method and Form of Payment

(j)(i)    All distributions from the Participant's Director Fee Account shall be made in cash.

(ii)    All distributions from the Participant's Stock Compensation Account shall be distributed in Stock. The number of shares of Stock to be distributed to the Participant (or on his behalf) shall be equal to the number of units then credited to his Stock Compensation Account. However, if fractional shares of Stock would have to be delivered, such distribution shall be adjusted by rounding upward or downward to the nearest whole share of Stock.

(k)(i) Each time a Participant elects to defer Director Fees and/or Director Stock Compensation otherwise earned and payable in a Service Year commencing prior to January 1, 2009, the Participant shall specify on the applicable Deferral Agreement whether the value of his Director Fees and the value of his Director Stock Compensation deferred pursuant to that Deferral Agreement will be distributed in either a lump sum or in ratable installments over a period not to exceed 10 years.

(ii) Notwithstanding any Plan provision to the contrary, a Participant shall elect prior to December 31, 2008, or if later, on his initial Deferral Agreement, whether the value of the portion of his Director Fees Account and Director Stock Compensation Account attributable to Director Fees or Director Stock Compensation, whichever is applicable, deferred to said Accounts on or after January 1, 2009, or the date he first became a Participant, if later, will be distributed in a lump sum or in ratable installments over a period not to exceed 10 years.

A Participant's election of installment payments must specify the number of installments in which the Participant's distribution is to be paid. Installments will be paid on an annual basis for the number of years specified by the Participant. The value of each installment paid during a calendar year shall be equal to the value of the portion of the Participant's Account to be paid in such installments as of the December 31 preceding the calendar year in which payment will be made, divided by the number of remaining installments. However, if fractional shares of Stock would have to be delivered, such installments shall be adjusted by rounding upward or downward to the nearest whole share of Stock. In the case of Director Fee Accounts, the amount of each installment shall be determined by assuming that the rate of interest in effect when the first installment is paid will remain in effect throughout the payout period. Any surplus or shortfall resulting from a change in the interest rate shall be taken into account in making the last installment.

(l)The form of payment indicated on a Nonemployee Director's initial Deferral Agreement shall apply to all subsequent Plan Year deferrals, except as otherwise provided on a subsequent election made in accordance with the provisions of Section 5.02(b)(i).

(m)In the event a Nonemployee Director fails to select a form of payment on his initial Deferral Agreement, the Nonemployee Director shall be deemed to have elected payment in annual installments over 10 years. Such form of payment shall apply to all subsequent Plan Year deferrals, except as otherwise provided on a subsequent election made in accordance with the provisions of Section 5.02(b)(i).

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5.01Death Benefit

(n)Notwithstanding any Plan provision to the contrary, in the event of the death of the Participant prior to full payment of amounts credited to the Participant's Accounts, the unpaid amount shall be, pursuant to the provisions of Section 5.02(a) above, paid, in the case of cash, or delivered, in the case of shares of Stock in a single lump sum payment to the Participant's Beneficiary on the January 15th of the calendar year following the calendar year in which the death of the Participant occurs.

(o)Each Participant shall file with the Administrative Committee a written designation of one or more persons as the Beneficiary who shall be entitled to receive the amount, if any, payable under paragraph (a) above. AParticipant may, from time to time, revoke or change his Beneficiary designation without the consent of any prior Beneficiary by filing a new designation with the Administrative Committee. The last such designation received by the Administrative Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Administrative Committee prior to the Participant's death, and in no event shall it be effective as of a date prior to such receipt. If no such Beneficiary designation is in effect at the time of a Participant's death, or if no designated Beneficiary survives the Participant, payment shall be made to the estate of the Participant.

5.03Changes

A Participant may change his election of form of payment under Section 5.02(b) only as follows: (i) the change must be submitted on a written “Distribution Election Change Form” provided by the Administrative Committee at least 12 months before the date previously specified for payment (in the case of a lump sum payment) or commencement of payments (in the case of annual installments); (ii) the Distribution Election Change Form shall not take effect until 12 months after the date it is received; and (iii) the Distribution Election Change Form must specify an additional deferral period of at least 5 years. For this purpose, distributions that are to be paid in installments (as opposed to in a lump sum) shall be treated as a single payment payable on the date the installments are due to commence, so that in making the change in election, the entire installment series will be subject to an additional deferral of at least 5 years; Only one distribution election change is permitted per Plan Year. If a Distribution Election Change Form does not satisfy the conditions set forth in this Section 5.04 in form or in operation, the prior election in the Participant's initial Deferral Agreement shall be used to determine the form and timing of payment. Notwithstanding the foregoing, if the rules under Section 409A are modified with respect to changes to payment elections, those rules shall apply in lieu of those provided, however, that the additional period of deferral shall not in any way limit a distribution made pursuant to Section 5.03 (Death Benefit). The changed election otherwise will be subject to all of the terms of that election under Section 5.02(b).

ARTICLE 6 - AMENDMENT OR TERMINATION

6.01Right to Terminate

Notwithstanding any Plan provision to the contrary, the Company may, by action of the Board of Directors, terminate the Plan and the related Deferral Agreements at any time. The Company shall continue to maintain the Accounts until distributed in accordance with the Participant’s elections and the provisions of Section 409A of the Code. The Nonemployee Directors shall remain 100% vested in all amounts credited to their Accounts.

10

6.02Right to Amend

The Board of Directors may amend or modify this Plan and the related Deferral Agreements in any way either retroactively or prospectively. However, except that without the consent of the Participant or Beneficiary, if applicable, no amendment or modification shall reduce or diminish such person's right to receive any benefit accrual hereunder prior to the date of such amendment or modification, and no amendment shall be made that would violate any applicable provision of Section 409A of the Code. Notice of an amendment or modification to the Plan shall be given in writing to each Participant and Beneficiary of a deceased Participant having an interest in the Plan.

ARTICLE 7 - GENERAL PROVISIONS

7.01Funding

All amounts payable in accordance with this Plan shall constitute a general unsecured obligation of the Company. Such amounts, as well as any administrative costs relating to the Plan, shall be paid out of the general assets of the Company. Notwithstanding the foregoing, shares of Stock to be delivered to or on behalf of a Participant pursuant to the provisions of Article 5 may be paid from Treasury Shares, authorized but unissued.

7.02Unsecured Interest

No special or separate fund shall be established, and no segregation of assets shall be made, to assure the payments thereunder. No Participant hereunder shall have any right, title, or interest whatsoever in any specific assets of the Company. Nothing contained in this Plan and no action taken pursuant to its provisions shall create or be construed to create a trust of any kind or a fiduciary relationship between the Company and a Participant or any other person. To the extent that any person acquires a right to receive payments under this Plan, such right shall be no greater than the right of any unsecured creditor of the Company.

7.03Facility of Payment

In the event that the Administrative Committee shall find that a Participant or Beneficiary is incompetent to care for his affairs or is a minor, the Administrative Committee may direct that any benefit payment due him, unless claim shall have been made therefore by a duly appointed legal representative, be paid on his behalf to bis spouse, a child, a parent or other relative, and any such payment so made shall thereby be a complete discharge of the liability of the Company and the Plan for that payment.

7.04Nonalienation

Subject to any applicable law, no benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to do so shall be void, nor shall any such benefit be in any manner liable for or subject to garnishment, attachment, execution or levy, or liable for or subject to the debts, contracts, liabilities, engagements or torts of a person entitled to such benefits.

7.05No Interest As a Shareholder

11

The crediting of units to a Stock Compensation Account shall not be deemed to create for a Nonemployee Director any interest in any class of equity securities of the Company.

7.06Stock Certificates

Notwithstanding any other provision of the Plan or agreement made pursuant thereto, the Company shall not be required to issue or deliver any certificates for shares of Stock under the Plan prior to the fulfillment of all of the following conditions:

a.Listing or approval for listing upon official notice of issuance of such shares on the New York Stock Exchange, or such other securities exchange as may at the time be a market for the Stock.

b.Any registration or other qualification of shares under any state or federal law or regulation which the Company, upon advice of counsel, deems necessary or advisable.

7.07    Payment of Expenses

All administrative expenses of the Plan and all benefits under the Plan shall be paid from the general assets of the Company.

7.08    Withholding Taxes

The Company shall have the right to deduct from each payment to be made under the Plan any required withholding taxes.

7.09    Compliance

It is the intent of the Company that the Plan complies with the provisions of Section 409A of the Code, any regulations and other guidance promulgated with respect thereto and the provisions of the Plan shall be interpreted to be consistent therewith.

7.10    Compliance with Securities and Other Laws

Notwithstanding any Plan provision to the contrary, the Administrative Committee may at any time impose such restrictions on the Plan and participation therein, including limiting the amount of any deferral or the timing thereof, as the Administrative Committee may deem advisable from time to time in order to comply or preserve compliance with any applicable laws, including any applicable state and federal securities laws and exemptions from registration available thereunder.

7.11    Compliance with Section 409A

This Plan is intended to comply with Section 409A of the Code, and the Treasury Regulations promulgated, and other official guidance issued thereunder (“Section 409A”), and shall be construed accordingly. To the extent there is any ambiguity as to whether any provision of this Plan would otherwise contravene one or more requirements or limitations of Section 409A, such provision shall be interpreted and applied in a manner that does not result in a violation of the applicable requirements or limitations of Section 409A. For purposes of this Section 7.11, each installment of any payments made under Section 5.02(b)(ii) of the Plan shall be considered to be a separate payment. The Administrative Committee, in its sole and absolute discretion, may accelerate the time or form of payment of a benefit owed hereunder, provided such acceleration is permitted under Treas. Reg. Section 1.409A-3(j)(4). The Administrative Committee may also, in

12

its sole and absolute discretion, delay the time for payment of a benefit owed hereunder, to the extent permitted under Treas. Reg. Section 1.409A-2(b)(7).

7.12 Discharge of Company's Obligation

The payment by the Company of the benefits due under each and every Deferral Agreement to the Participant or his Beneficiary shall discharge the Company's obligation under the Plan, and the Participant or Beneficiary shall have no further rights under this Plan or the Deferral Agreements upon receipt by the appropriate person of all such benefits.

7.1Construction/Representations

(p)The Plan shall be construed, regulated and administered in accordance with the laws of the State of New York, subject to the provisions of applicable federal laws.

(q)The masculine pronoun shall mean the feminine wherever appropriate.

(r)The illegality of any particular provision of this document shall not affect the other provisions, and the document shall be construed in all respects as if such invalid provision were omitted.

(s)The Company makes no representations regarding the tax benefits or consequences of deferring compensation under this Plan, and specifically disclaims any responsibility for tax advice in connection with participation in this Plan. Each participant is responsible for making bis own determination as to the benefits and consequences of Plan participation.

13

ARTICLE 8 - ADMINISTRATION

8.01Administration

(t)The Administrative Committee shall be the Governance Committee of the Board of Directors.

(u)The Administrative Committee shall have the exclusive responsibility and complete discretionary authority to control the operation, management and administration of the Plan, with all powers necessary to enable it properly to carry out such responsibilities, including, but not limited to, the power to interpret the Plan and any related documents, to establish procedures for making any elections called for under the Plan, to make factual determinations regarding any and all matters arising hereunder, including, but not limited to, the right to determine eligibility for benefits, the right to construe the terms of the Plan, the right to remedy possible ambiguities, inequities, inconsistencies or omissions, and the right to resolve all interpretive, equitable or other questions arising under the Plan. The Administrative Committee may employ and rely on such legal counsel, actuaries, accountants and agents, as it may deem advisable to assist in the administration of the Plan.

(v)To the extent permitted by law, all agents and representatives of the Administrative Committee shall be indemnified by the Company and held harmless against any claims and the expenses of defending against such claims and the expenses of defending against such claims, resulting from any action or conduct relating to the administration of the Plan, except claims arising from gross negligence, willful neglect or willful misconduct.

EX-31.1

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 disclose 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: December 9, 2022

EX-31.2

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: December 9, 2022

EX-32.1

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 October 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: December 9, 2022

EX-32.2

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 October 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: December 9, 2022

XML

Document and Entity Information - shares	6 Months Ended
	Oct. 31, 2022	Nov. 30, 2022
Entity Listings [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Oct. 31, 2022
Document Transition Report	false
Entity File Number	001-11507
Entity Registrant Name	JOHN WILEY & SONS, INC.
Entity Incorporation, State or Country Code	NY
Entity Tax Identification Number	13-5593032
Entity Address, Address Line One	111 River Street
Entity Address, City or Town	Hoboken
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07030
City Area Code	201
Local Phone Number	748-6000
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Current Fiscal Year End Date	--04-30
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Central Index Key	0000107140
Amendment Flag	false
Common Stock Class A
Entity Listings [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $1.00 per share
Trading Symbol	WLY
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		46,530,311
Common Stock Class B
Entity Listings [Line Items]
Title of 12(b) Security	Class B Common Stock, par value $1.00 per share
Trading Symbol	WLYB
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		9,029,059

XML

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION - UNAUDITED - USD ($) $ in Thousands	Oct. 31, 2022	Apr. 30, 2022
Current assets
Cash and cash equivalents	$ 118,423	$ 100,397
Accounts receivable, net of allowance for credit losses of $20.2 million and $21.2 million, respectively	260,026	331,960
Inventories, net	34,447	36,585
Prepaid expenses and other current assets	70,098	81,924
Total current assets	482,994	550,866
Technology, property and equipment, net	249,922	271,572
Intangible assets, net	860,576	931,429
Goodwill	1,268,312	1,302,142
Operating lease right-of-use assets	93,334	111,719
Other non-current assets	173,233	193,967
Total assets	3,128,371	3,361,695
Current liabilities
Accounts payable	46,250	77,438
Accrued royalties	101,598	101,596
Short-term portion of long-term debt	25,000	18,750
Contract liabilities	263,821	538,126
Accrued employment costs	84,333	117,121
Short-term portion of operating lease liabilities	19,043	20,576
Other accrued liabilities	94,532	95,812
Total current liabilities	634,577	969,419
Long-term debt	978,683	768,277
Accrued pension liability	75,668	78,622
Deferred income tax liabilities	157,048	180,065
Operating lease liabilities	120,559	132,541
Other long-term liabilities	84,029	90,502
Total liabilities	2,050,564	2,219,426
Shareholders’ equity
Preferred stock, $1 par value per share: Authorized shares – 2 million, Issued shares - 0	0	0
Additional paid-in-capital	465,216	459,297
Retained earnings	1,902,661	1,921,160
Accumulated other comprehensive loss, net of tax	(545,986)	(508,146)
Less treasury shares at cost (Class A – 23,719 and 23,515 as of October 31, 2022 and April 30, 2022, respectively; Class B – 3,924 and 3,924 as of October 31, 2022 and April 30, 2022, respectively)	(827,266)	(813,224)
Total shareholders’ equity	1,077,807	1,142,269
Total shareholders’ equity	3,128,371	3,361,695
Class A common stock
Shareholders’ equity
Common stock	70,228	70,226
Class B common stock
Shareholders’ equity
Common stock	$ 12,954	$ 12,956

XML

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION - UNAUDITED (Parenthetical) - USD ($) shares in Thousands, $ in Millions	Oct. 31, 2022	Apr. 30, 2022
Current assets
Allowance for credit losses	$ 20.2	$ 21.2
Shareholders’ equity
Preferred stock, par value (in dollars per share)	$ 1	$ 1
Preferred stock, shares authorized (in shares)	2,000	2,000
Preferred stock, shares issued (in shares)	0	0
Class A common stock
Shareholders’ equity
Common stock, par value (in dollars per share)	$ 1	$ 1
Common stock, shares authorized (in shares)	180,000	180,000
Common stock, shares issued (in shares)	70,228	70,226
Treasury stock (in shares)	23,719	23,515
Class B common stock
Shareholders’ equity
Common stock, par value (in dollars per share)	$ 1	$ 1
Common stock, shares authorized (in shares)	72,000	72,000
Common stock, shares issued (in shares)	12,954	12,956
Treasury stock (in shares)	3,924	3,924

XML

CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME - UNAUDITED - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2022	Oct. 31, 2021
Income Statement [Abstract]
Revenue, net	$ 514,836	$ 533,003	$ 1,002,405	$ 1,021,391
Costs and expenses:
Cost of sales	170,302	174,782	344,333	340,738
Operating and administrative expenses	253,029	264,190	535,780	524,779
Restructuring and related charges (credits)	13,956	(1,333)	36,397	(1,609)
Amortization of intangible assets	20,110	21,476	45,421	42,627
Total costs and expenses	457,397	459,115	961,931	906,535
Operating income	57,439	73,888	40,474	114,856
Interest expense	(9,332)	(4,997)	(15,664)	(9,636)
Foreign exchange transaction gains (losses)	478	(1,370)	(138)	(1,000)
(Loss) gain on sale of certain assets	0	(56)	0	3,694
Other (expense) income, net	(255)	3,150	271	6,703
Income before taxes	48,330	70,615	24,943	114,617
Provision for income taxes	10,137	14,648	4,585	44,820
Net income	$ 38,193	$ 55,967	$ 20,358	$ 69,797
Earnings per share
Basic (in dollars per share)	$ 0.69	$ 1.00	$ 0.37	$ 1.25
Diluted (in dollars per share)	$ 0.68	$ 0.99	$ 0.36	$ 1.24
Weighted average number of common shares outstanding
Basic (in shares)	55,622	55,806	55,679	55,833
Diluted (in shares)	56,195	56,388	56,326	56,477

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - UNAUDITED - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2022	Oct. 31, 2021
Statement of Comprehensive Income [Abstract]
Net income	$ 38,193	$ 55,967	$ 20,358	$ 69,797
Other comprehensive (loss) income:
Foreign currency translation adjustment	(36,148)	(9,483)	(55,928)	(15,420)
Unamortized retirement credits, net of tax (expense) of $(2,257), $(1,183), $(3,737), and $(1,626), respectively	8,146	4,065	13,227	5,654
Unrealized gain on interest rate swaps, net of tax (expense) of $(1,809), $(602), $(1,748) and $(775), respectively	5,305	1,809	4,861	2,347
Total other comprehensive loss	(22,697)	(3,609)	(37,840)	(7,419)
Comprehensive income (loss)	$ 15,496	$ 52,358	$ (17,482)	$ 62,378

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - UNAUDITED (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2022	Oct. 31, 2021
Other comprehensive (loss) income:
Unamortized retirement credits (costs), tax (expense) benefit	$ (2,257)	$ (1,183)	$ (3,737)	$ (1,626)
Unrealized gain on interest rate swaps, tax (expense)	$ (1,809)	$ (602)	$ (1,748)	$ (775)

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2022	Oct. 31, 2021	Apr. 30, 2022
Operating activities
Net income	$ 38,193	$ 55,967	$ 20,358	$ 69,797
Adjustments to reconcile net income to net cash used in operating activities:
Amortization of intangible assets	20,110	21,476	45,421	42,627
Amortization of product development assets			16,452	18,088
Depreciation and amortization of technology, property and equipment			48,827	48,406
Restructuring and related charges (credits)	13,956	(1,333)	36,397	(1,609)
Stock-based compensation expense	6,900	6,700	13,998	13,059
Employee retirement plan expense			14,622	9,892
Foreign exchange transaction losses	(478)	1,370	138	1,000
Gain on sale of certain assets			(40)	(3,694)
Other noncash (credits) charges			(8,514)	37,663
Net change in operating assets and liabilities			(263,855)	(310,851)
Net cash used in operating activities			(76,196)	(75,622)
Investing activities
Product development spending			(11,445)	(13,001)
Additions to technology, property and equipment			(38,530)	(37,676)
Businesses acquired in purchase transactions, net of cash acquired			(96)	(13,615)
Proceeds related to the sale of certain assets			40	3,375
Acquisitions of publication rights and other			1,738	(1,654)
Net cash used in investing activities			(48,293)	(62,571)
Financing activities
Repayments of long-term debt			(208,925)	(113,425)
Borrowings of long-term debt			437,311	340,901
Purchases of treasury shares			(17,500)	(17,367)
Change in book overdrafts			(15,771)	(19,212)
Cash dividends			(38,749)	(38,619)
Impact of tax withholding on stock-based compensation and other			(4,763)	(5,232)
Net cash provided by financing activities			151,603	147,046
Effects of exchange rate changes on cash, cash equivalents, and restricted cash			(8,784)	(1,742)
Cash reconciliation:
Cash and cash equivalents			100,397	93,795	$ 93,795
Restricted cash included in Prepaid expenses and other current assets			330	564	564
Balance at beginning of period			100,727	94,359	94,359
Increase/(decrease) for the period			18,330	7,111
Cash and cash equivalents	118,423	100,898	118,423	100,898	100,397
Restricted cash included in Prepaid expenses and other current assets	634	572	634	572	330
Balance at end of period	$ 119,057	$ 101,470	119,057	101,470	$ 100,727
Cash paid during the period for:
Interest			14,077	8,769
Income taxes, net of refunds			$ 25,349	$ 22,019

XML

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - UNAUDITED - USD ($) $ in Thousands	Total	Class A common stock	Class B common stock	Common Stock Class A common stock	Common Stock Class B common stock	Additional paid-in capital	Retained earnings	Retained earnings Class A common stock	Retained earnings Class B common stock	Accumulated other comprehensive loss, net of tax	Treasury stock
Beginning balance at Apr. 30, 2021	$ 1,091,291			$ 70,208	$ 12,974	$ 444,358	$ 1,850,058			$ (490,790)	$ (795,517)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Restricted shares issued under stock-based compensation plans	137					(6,976)	(1)				7,114
Impact of tax withholding on stock-based compensation and other	(5,232)					349					(5,581)
Stock-based compensation expense	14,077					14,077					0
Purchases of treasury shares	(17,367)										(17,367)
Common stock dividends		$ (32,375)	$ (6,244)					$ (32,375)	$ (6,244)
Common stock class conversions	0			3	(3)		0
Comprehensive income, net of tax	62,378						69,797			(7,419)
Ending balance at Oct. 31, 2021	1,106,665			70,211	12,971	451,808	1,881,235			(498,209)	(811,351)
Beginning balance at Jul. 31, 2021	1,077,905			70,211	12,971	445,690	1,844,578			(494,600)	(800,945)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Restricted shares issued under stock-based compensation plans	73					(634)	2				705
Impact of tax withholding on stock-based compensation and other	(1,072)					39					(1,111)
Stock-based compensation expense	6,713					6,713					0
Purchases of treasury shares	(10,000)										(10,000)
Common stock dividends		(16,190)	(3,122)					(16,190)	(3,122)
Comprehensive income, net of tax	52,358						55,967			(3,609)
Ending balance at Oct. 31, 2021	1,106,665			70,211	12,971	451,808	1,881,235			(498,209)	(811,351)
Beginning balance at Apr. 30, 2022	1,142,269			70,226	12,956	459,297	1,921,160			(508,146)	(813,224)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Restricted shares issued under stock-based compensation plans	140					(8,082)	1				8,221
Impact of tax withholding on stock-based compensation and other	(4,763)										(4,763)
Stock-based compensation expense	14,001					14,001
Purchases of treasury shares	(17,500)										(17,500)
Common stock dividends		(32,582)	(6,276)					(32,582)	(6,276)
Common stock class conversions	0			2
Comprehensive income, net of tax	(17,482)						20,358			(37,840)
Ending balance at Oct. 31, 2022	1,077,807			70,228	12,954	465,216	1,902,661			(545,986)	(827,266)
Beginning balance at Jul. 31, 2022	1,082,326			70,226	12,956	458,578	1,883,857			(523,289)	(820,002)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Restricted shares issued under stock-based compensation plans	53					(225)	1				277
Impact of tax withholding on stock-based compensation and other	(41)										(41)
Stock-based compensation expense	6,863					6,863
Purchases of treasury shares	(7,500)										(7,500)
Common stock dividends		$ (16,252)	$ (3,138)					$ (16,252)	$ (3,138)
Common stock class conversions	0			2	(2)
Comprehensive income, net of tax	15,496						38,193			(22,697)	0
Ending balance at Oct. 31, 2022	$ 1,077,807			$ 70,228	$ 12,954	$ 465,216	$ 1,902,661			$ (545,986)	$ (827,266)

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CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - UNAUDITED (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2022	Oct. 31, 2021
Stockholders' Equity, Other	$ 0		$ 0	$ 0
Class A common stock
Common stock dividend (in dollars per share)	$ 0.3475	$ 0.3450	$ 0.3475	$ 0.3450
Class A common stock | Common Stock
Stockholders' Equity, Other	$ 2		$ 2	$ 3
Class B common stock
Common stock dividend (in dollars per share)	$ 0.3475	$ 0.3450	$ 0.3475	$ 0.3450
Class B common stock | Common Stock
Stockholders' Equity, Other	$ (2)			$ (3)

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Basis of Presentation

6 Months Ended

Oct. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

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.

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Recent Accounting Standards

6 Months Ended

Oct. 31, 2022

Accounting Standards Update and Change in Accounting Principle [Abstract]

Recent Accounting Standards

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.

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Acquisitions

6 Months Ended

Oct. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisitions

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 October 31, 2022 was $2.9 million and $(0.8) million, respectively. XYZ Media’s revenue and operating loss included in our Education Services segment results for the six months ended October 31, 2022 was $5.4 million and $(2.3) million, respectively.

During the six months ended October 31, 2022, no revisions were made to the allocation of the consideration transferred to the 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 income included in the Research segment for the three months ended October 31, 2022 related to these other acquisitions was approximately $4.5 million and $0.2 million, respectively. The incremental revenue and operating loss included in the Research segment for the six months ended October 31, 2022 related to these other acquisitions was approximately $9.1 million and $(2.1) million, respectively.

During the six months ended October 31, 2022, no revisions were made to the allocation of the consideration transferred to the assets acquired and liabilities assumed. Associated with these other acquisitions, we recorded the preliminary aggregate excess purchase price over identifiable net tangible and intangible assets acquired and liabilities assumed, which included a preliminary allocation of $24.8 million of goodwill allocated to the Research segment and $15.6 million of intangible assets subject to amortization. No goodwill was allocated to the Education Services segment.

The allocation of the consideration transferred for the assets acquired, including intangible assets and goodwill, and liabilities assumed was finalized during the three months ended October 31, 2022 for the J&J acquisition.

The allocations of the total consideration transferred to the assets acquired, including intangible assets and goodwill, and the liabilities assumed for the remaining other acquisitions are preliminary, and could be revised as a result of additional information obtained due to the finalization of the third-party valuation report, leases and related commitments, tax related matters and contingencies and certain assets and liabilities, including receivables and payables, but such amounts will be finalized within the measurement period, which will not exceed one year from the acquisition date.

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Revenue Recognition, Contracts with Customers

6 Months Ended

Oct. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue Recognition, Contracts with Customers

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 October 31,				Six Months Ended October 31,
	2022		2021		2022		2021
Research (1):
Research Publishing (2)	$	232,641	$	238,853	$	472,164	$	482,137
Research Solutions (2)	38,718		36,301		74,108		67,773
Total Research	271,359		275,154		546,272		549,910
Academic & Professional Learning:
Education Publishing	86,200		98,581		149,256		164,961
Professional Learning	66,441		77,948		136,344		150,832
Total Academic & Professional Learning	152,641		176,529		285,600		315,793
Education Services:
University Services (3)	57,759		58,630		105,570		113,598
Talent Development Services (3)	33,077		22,690		64,963		42,090
Total Education Services	90,836		81,320		170,533		155,688
Total Revenue	$	514,836	$	533,003	$	1,002,405	$	1,021,391

(1) The Research segment was previously referred to as Research Publishing & Platforms.

(2) As previously announced, in May 2022 our revenue by product type previously referred to as Research Platforms was changed to Research Solutions. Research Solutions includes infrastructure and publishing services that help societies and corporations thrive in a complex knowledge ecosystem. In addition to Platforms (Atypon), certain product offerings such as corporate sales which included the recent acquisitions of Madgex Holdings Limited (Madgex), and Bio-Rad Laboratories Inc.’s Informatics products (Informatics) that were previously included in Research Publishing moved to Research Solutions to align with our strategic focus. Research Solutions also includes product offerings related to certain recent acquisitions such as J&J, and EJP. Prior period results have been revised to the new presentation. There were no changes to the total Research segment or our consolidated financial results. The revenue reclassified to Research Solutions was $24.0 million and $44.1 million for the three and six months ended October 31, 2021, respectively.

(3) In May 2022, we moved the WileyNXT product offering from Talent Development Services to University Services and the prior period results have been included in University Services. There were no changes to the total Education Services segment or our total consolidated financial results. The revenue reclassified was $0.5 million and $1.1 million for the three and six months ended October 31, 2021, respectively.

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 $271.4 million and $546.3 million in the three and six months ended October 31, 2022, respectively.

We disaggregated revenue by Research Publishing & Research Solutions to reflect the different type of products and services provided.

Research Publishing Products

Research Publishing products provide scientific, technical, medical, and scholarly journals, as well as related content and services, to academic, corporate, and government libraries, learned societies, and individual researchers and other professionals. Research Publishing revenue was $232.6 million and $472.2 million in the three and six months ended October 31, 2022, respectively, and the majority is recognized over time.

Research Publishing products generate approximately 87% in both the three and six months ended October 31, 2022, respectively, 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 and the EJP business. J&J is a publishing services company providing expert offerings in editorial operations, production, copyediting, system support and consulting. EJP is a technology platform company with an established journal submission and peer-review management system. Research Solutions revenue was $38.7 million and $74.1 million in the three and six months ended October 31, 2022, respectively, 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 $152.6 million and $285.6 million in the three and six months ended October 31, 2022, respectively.

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 $86.2 million and $149.3 million in the three and six months ended October 31, 2022, respectively. Education Publishing products generate approximately 57% and 64% in the three and six months ended October 31, 2022, respectively, of its revenue from contracts with its customers from Education (print and digital) Publishing, which is recognized at a point in time, and 32% and 22% in the three and six months ended October 31, 2022, respectively, 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 $66.4 million and $136.3 million in the three and six months ended October 31, 2022, respectively. Professional Learning (print and digital) products generate approximately 54% and 56% in the three and six months ended October 31, 2022, respectively, 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 46% and 44% of Professional Learning products revenue in the three and six months ended October 31, 2022, respectively, is from contracts with its customers from Corporate Training and Corporate Learning, which is recognized mainly over time.

Education Services

Education Services revenue was $90.8 million and $170.5 million in the three and six months ended October 31, 2022, respectively, 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 $57.8 million and $105.6 million in the three and six months ended October 31, 2022, respectively, and is mainly recognized over time. University Services primarily engages in 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 $33.1 million and $65.0 million in the three and six months ended October 31, 2022, respectively, and is recognized at the point in time the services are provided to its customers. Talent Development Services 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.

	October 31, 2022		April 30, 2022		Increase/ (Decrease)
Balances from contracts with customers:
Accounts receivable, net	$	260,026	$	331,960	$	(71,934)
Contract liabilities (1)	263,821		538,126		(274,305)
Contract liabilities (included in Other long-term liabilities)	$	20,857	$	19,072	$	1,785

(1) The sales return reserve recorded in Contract liabilities is $28.9 million and $31.1 million, as of October 31, 2022 and April 30, 2022, respectively.

For the six months ended October 31, 2022, we estimate that we recognized revenue of approximately 73% that was included in the current contract liability balance 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 October 31, 2022, the aggregate amount of the transaction price allocated to the remaining performance obligations is approximately $284.7 million, which included the sales return reserve of $28.9 million. Excluding the sales return reserve, we expect that approximately $234.9 million will be recognized in the next twelve months with the remaining $20.9 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.

Our assets associated with incremental costs to fulfill a contract were $10.6 million and $10.9 million at October 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 $1.1 million and $2.3 million during the three and six months ended October 31, 2022, respectively, related to these assets within Cost of sales on our Unaudited Condensed Consolidated Statements of Net Income. We recorded amortization expense of $1.3 million and $2.8 million during the three and six months ended October 31, 2021, respectively, related to these assets within Cost of sales on our Unaudited Condensed Consolidated Statements of Net Income.

Sales and value-added taxes are excluded from revenues. Shipping and handling costs, which are primarily incurred within the Academic & Professional Learning segment, occur before the transfer of control of the related goods. Therefore, in accordance with the revenue standard, it is not considered a promised service to the customer and would be considered a cost to fulfill our promise to transfer the goods. Costs incurred for third party shipping and handling are primarily reflected in Operating and administrative expenses on our Unaudited Condensed Consolidated Statements of Net Income. We incurred $7.1 million and $13.5 million in shipping and handling costs in the three and six months ended October 31, 2022, respectively. We incurred $7.2 million and $14.0 million in shipping and handling costs in the three and six months ended October 31, 2021, respectively.

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Operating Leases

6 Months Ended

Oct. 31, 2022

Leases [Abstract]

Operating Leases

Operating Leases

We have contractual obligations as a lessee with respect to offices, warehouses and distribution centers, automobiles, and office equipment.

We determine if an arrangement is a lease at inception of the contract in accordance with guidance detailed in the lease standard and we perform the lease classification test as of the lease commencement date. Right-of-use (ROU) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

The present value of the lease payments is calculated using an incremental borrowing rate, which was determined based on the rate of interest that we would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. We use an unsecured borrowing rate and risk-adjust that rate to approximate a collateralized rate.

Under 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 liabilities are presented on our Unaudited Condensed Consolidated Statement of Financial Position as follows:

	October 31, 2022		April 30, 2022
Operating lease ROU assets	$	93,334	$	111,719
Short-term portion of operating lease liabilities	19,043		20,576
Operating lease liabilities, non-current	$	120,559	$	132,541

During the six months ended October 31, 2022, we reduced our ROU assets by $(0.5) million and our operating lease liabilities by $(0.5) million due to modifications and remeasurements to our existing operating leases, partially offset by new leases.

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

Our total net lease costs are as follows:

	Three Months Ended October 31,				Six Months Ended October 31,
	2022		2021		2022		2021
Operating lease cost	$	4,528	$	6,325	$	9,710	$	12,242
Variable lease cost	264		397		542		741
Short-term lease cost	146		36		261		56
Sublease income	(172)		(190)		(370)		(391)
Total net lease cost (1)	$	4,766	$	6,568	$	10,143	$	12,648

(1) Total net lease cost does not include those costs and sublease income included in Restructuring and related charges (credits) on our Unaudited Condensed Consolidated Statements of Net Income. This includes those operating leases we had identified as part of our restructuring programs that would be subleased. See Note 9, “Restructuring and Related Charges (Credits)” for more information on this program.

Other supplemental information includes the following:

	Six Months Ended October 31,
	2022			2021
Weighted-average remaining contractual lease term (years)	8			9
Weighted-average discount rate	5.93		%	5.79		%
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	13,756		$	14,846

The table below reconciles the undiscounted cash flows for the first five years and total of the remaining years to the operating lease liabilities recorded in our Unaudited Condensed Consolidated Statement of Financial Position as of October 31, 2022:

Fiscal Year	Operating Lease Liabilities
2023 (remaining 6 months)	$	13,522
2024	25,110
2025	23,691
2026	21,721
2027	17,692
Thereafter	77,499
Total future undiscounted minimum lease payments	179,235
Less: Imputed interest	39,633
Present value of minimum lease payments	139,602
Less: Current portion	19,043
Noncurrent portion	$	120,559

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Stock-Based Compensation

6 Months Ended

Oct. 31, 2022

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

Stock-Based Compensation

We have stock-based compensation plans under which employees may be granted performance-based stock awards, other restricted stock awards and options. We recognize the grant date fair value of stock-based compensation in net income on a straight-line basis, net of estimated forfeitures over the requisite service period. The measurement of performance for performance-based stock awards is based on actual financial results for targets established up to three years in advance, or less. For the three and six months ended October 31, 2022, we recognized stock-based compensation expense, on a pretax basis, of $6.9 million and $14.0 million, respectively. For the three and six months ended October 31, 2021, we recognized stock-based compensation expense, on a pretax basis, of $6.7 million and $13.1 million, respectively.

Performance-Based and Other Restricted Stock Activity

Under the terms of our long-term incentive plans, performance-based restricted unit awards are payable in restricted shares of our Class A Common Stock upon the achievement of certain three-year or less financial performance-based targets. During each three-year period or less, we adjust compensation expense based upon our best estimate of expected performance.

We may also grant individual restricted unit awards payable in restricted shares of our Class A Common Stock to key employees in connection with their employment.

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

	Six Months Ended October 31,
	2022		2021
Restricted Stock:
Awards granted (shares)	539		455
Weighted average fair value of grant	$	45.35	$	57.16

Stock Option Activity

We granted 10,000 and 260,000 stock option awards during the six months ended October 31, 2022 and October 31, 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 six months ended October 31, 2022 and 2021 using the Black-Scholes option-pricing model, and the significant weighted average assumptions used in their determination.

	Six Months Ended October 31,
	2022			2021
Weighted average fair value of options on grant date	$	9.42		$	11.71
Weighted average assumptions:
Expected life of options (years)	5.9			6.3
Risk-free interest rate	0.5		%	1.1		%
Expected volatility	31.2		%	30.7		%
Expected dividend yield	3.0		%	2.4		%
Fair value of common stock on grant date	$	45.99		$	56.79
Exercise price of stock option grant	$	45.99		$	62.36

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Accumulated Other Comprehensive Loss

6 Months Ended

Oct. 31, 2022

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Loss

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

	Foreign Currency Translation		Unamortized Retirement Costs		Interest Rate Swaps		Total
Balance at July 31, 2022	$	(349,346)	$	(177,145)	$	3,202	$	(523,289)
Other comprehensive (loss) income before reclassifications	(36,148)		7,089		5,804		(23,255)
Amounts reclassified from accumulated other comprehensive loss	—		1,057		(499)		558
Total other comprehensive (loss) income	(36,148)		8,146		5,305		(22,697)
Balance at October 31, 2022	$	(385,494)	$	(168,999)	$	8,507	$	(545,986)
Balance at April 30, 2022	$	(329,566)	$	(182,226)	$	3,646	$	(508,146)
Other comprehensive (loss) income before reclassifications	(55,928)		11,068		5,067		(39,793)
Amounts reclassified from accumulated other comprehensive loss	—		2,159		(206)		1,953
Total other comprehensive (loss) income	(55,928)		13,227		4,861		(37,840)
Balance at October 31, 2022	$	(385,494)	$	(168,999)	$	8,507	$	(545,986)

	Foreign Currency Translation		Unamortized Retirement Costs		Interest Rate Swaps		Total
Balance at July 31, 2021	$	(263,878)	$	(226,557)	$	(4,165)	$	(494,600)
Other comprehensive (loss) income before reclassifications	(9,483)		2,639		978		(5,866)
Amounts reclassified from accumulated other comprehensive loss	—		1,426		831		2,257
Total other comprehensive (loss) income	(9,483)		4,065		1,809		(3,609)
Balance at October 31, 2021	$	(273,361)	$	(222,492)	$	(2,356)	$	(498,209)
Balance at April 30, 2021	$	(257,941)	$	(228,146)	$	(4,703)	$	(490,790)
Other comprehensive (loss) income before reclassifications	(15,420)		2,781		685		(11,954)
Amounts reclassified from accumulated other comprehensive loss	—		2,873		1,662		4,535
Total other comprehensive (loss) income	(15,420)		5,654		2,347		(7,419)
Balance at October 31, 2021	$	(273,361)	$	(222,492)	$	(2,356)	$	(498,209)

During the three and six months ended October 31, 2022, pretax actuarial losses included in Unamortized Retirement Costs of approximately $1.4 million and $2.9 million, respectively, and in the three and six months ended October 31, 2021, of approximately $1.9 million and $3.7 million, respectively, were amortized from Accumulated other comprehensive loss and recognized as pension and post-retirement benefit expense primarily in Operating and administrative expenses and Other (expense) income, net on our Unaudited Condensed Consolidated Statements of Net Income.

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.

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Reconciliation of Weighted Average Shares Outstanding

6 Months Ended

Oct. 31, 2022

Earnings Per Share [Abstract]

Reconciliation of Weighted Average Shares Outstanding

Reconciliation of Weighted Average Shares Outstanding

A reconciliation of the shares used in the computation of earnings per share follows (shares in thousands):

	Three Months Ended October 31,		Six Months Ended October 31,
	2022	2021	2022	2021
Weighted average shares outstanding	55,622	55,806	55,679	55,833
Shares used for basic earnings per share	55,622	55,806	55,679	55,833
Dilutive effect of unvested restricted stock units and other stock awards	573	582	647	644
Shares used for diluted earnings per share	56,195	56,388	56,326	56,477
Antidilutive options to purchase Class A common shares, restricted shares, warrants to purchase Class A common shares, and contingently issuable restricted stock which are excluded from the table above	523	1,074	491	1,006

The shares associated with performance-based stock awards ("PSUs") are considered contingently issuable shares and will be included in the diluted weighted average number of common shares outstanding when they have met the performance conditions, and when their effect is dilutive.

We included contingently issuable shares using the treasury stock method for certain PSUs in the diluted weighted average number of common shares outstanding based on the number of contingently issuable shares that would be issued assuming the end of our reporting period was the end of the relevant PSU contingency period. The calculation of diluted weighted average shares outstanding related to these PSUs was nominal in the three and six months ended October 31, 2022. The calculation of diluted weighted average shares outstanding in the three and six months ended October 31, 2021 did not include contingently issuable shares related to these PSUs as the performance condition was not met.

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Restructuring and Related Charges (Credits)

6 Months Ended

Oct. 31, 2022

Restructuring and Related Activities [Abstract]

Restructuring and Related Charges (Credits)

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). This program includes the exit of certain leased office space and the reduction of our occupancy at other facilities. We are reducing our real estate square footage occupancy by approximately 22%. In addition, the program includes severance related charges for the elimination of certain positions.

The following tables summarize the pretax restructuring charges related to this program:

	Three Months Ended October 31,		Six Months Ended October 31,		Total Charges Incurred to Date
	2022		2022
Charges by Segment:
Research	$	1,179	$	1,260	$	1,260
Academic & Professional Learning	3,325		9,239		9,239
Education Services	504		1,334		1,334
Corporate Expenses	8,673		23,589		23,589
Total Restructuring and Related Charges	$	13,681	$	35,422	$	35,422
Charges by Activity:
Severance and termination benefits	$	5,467	$	17,564	$	17,564
Impairment of operating lease ROU assets and property and equipment	6,590		12,696		12,696
Acceleration of expense related to operating lease ROU assets and property and equipment	—		1,840		1,840
Facility related charges, net	999		2,697		2,697
Consulting costs	430		430		430
Other activities	195		195		195
Total Restructuring and Related Charges	$	13,681	$	35,422	$	35,422

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

•Severance charges of $17.6 million for the elimination of certain positions,

•Impairment charges of $12.7 million recorded in our corporate category, which included the impairment of operating lease ROU assets of $7.6 million related to certain leases that will be subleased, and the related property and equipment of $5.1 million described further below, and

•Acceleration of expense of $1.8 million, which included the acceleration of rent expense associated with operating lease ROU assets of $0.9 million related to certain leases that will be abandoned or terminated and the related depreciation and amortization of property and equipment of $0.9 million.

Due to the actions taken above, we tested the operating lease ROU assets and the related property and equipment for those being subleased for recoverability by comparing the carrying value of the asset group to an estimate of the future undiscounted cash flows expected to result from the use and eventual disposition of the asset group. Based on the results of the recoverability test, we determined that the undiscounted cash flows of the asset groups were below the carrying values. Therefore, there was an indication of impairment. We then determined the fair value of the asset groups by utilizing the present value of the estimated future cash flows attributable to the assets. The fair value of these operating lease ROU assets and the property and equipment immediately subsequent to the impairment was $12.1 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 $1.0 million and $2.7 million in the three and six months ended October 31, 2022, respectively. We also incurred consulting costs of $0.4 million in both the three and six months ended October 31, 2022, and other activities of $0.2 million in both the three and six months ended October 31, 2022.

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

	April 30, 2022		Charges		Payments		Foreign Translation & Other Adjustments		October 31, 2022
Severance and termination benefits	$	—	$	17,564	$	(7,871)	$	(113)	$	9,580
Consulting costs	—		430		(430)		—		—
Other activities	—		195		(29)		—		166
Total	$	—	$	18,189	$	(8,330)	$	(113)	$	9,746

The restructuring liability for accrued severance and termination benefits is reflected in Accrued employment costs on our Unaudited Condensed Consolidated Statement of Financial Position. The liability for Other activities is reflected in Other accrued liabilities.

Business Optimization Program

Beginning in fiscal year 2020, we initiated a multiyear Business Optimization Program (the Business Optimization Program) to drive efficiency improvement and operating savings.

The following tables summarize the pretax restructuring charges (credits) related to this program:

	Three Months Ended October 31,				Six Months Ended October 31,				Total Charges Incurred to Date
	2022		2021		2022		2021
Charges (Credits) by Segment:
Research	$	—	$	22	$	—	$	238	$	3,882
Academic & Professional Learning	114		(465)		(10)		(294)		13,240
Education Services	2		6		5		(28)		4,318
Corporate Expenses	159		(896)		980		(1,525)		44,370
Total Restructuring and Related Charges (Credits)	$	275	$	(1,333)	$	975	$	(1,609)	$	65,810
Charges (Credits) by Activity:
Severance and termination benefits	$	127	$	(1,956)	$	13	$	(2,570)	$	35,132
Impairment of operating lease ROU assets and property and equipment	—		—		—		—		15,079
Acceleration of expense related to operating lease ROU assets and property and equipment	—		—		—		—		3,378
Facility related charges, net	148		623		962		961		10,481
Other activities	—		—		—		—		1,740
Total Restructuring and Related Charges (Credits)	$	275	$	(1,333)	$	975	$	(1,609)	$	65,810

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

Facilities related charges, net include sublease income related to those operating leases we had identified in the year ended April 30, 2021 as part of our Business Optimization program that would be subleased.

The following table summarizes the activity for the Business Optimization Program liability for the six months ended October 31, 2022:

	April 30, 2022		Charges		Payments		Foreign Translation & Other Adjustments		October 31, 2022
Severance and termination benefits	$	2,079	$	13	$	(173)	$	(65)	$	1,854
Total	$	2,079	$	13	$	(173)	$	(65)	$	1,854

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

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Segment Information

6 Months Ended

Oct. 31, 2022

Segment Reporting [Abstract]

Segment Information

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 October 31,				Six Months Ended October 31,
	2022		2021		2022		2021
Revenue:
Research (1)	$	271,359	$	275,154	$	546,272	$	549,910
Academic & Professional Learning	152,641		176,529		285,600		315,793
Education Services	90,836		81,320		170,533		155,688
Total revenue	$	514,836	$	533,003	$	1,002,405	$	1,021,391
Adjusted Contribution to Profit:
Research (1)	$	74,458	$	77,053	$	143,562	$	156,077
Academic & Professional Learning	33,850		40,606		35,225		48,929
Education Services (2)	6,588		727		(5,154)		(1,134)
Total adjusted contribution to profit	114,896		118,386		173,633		203,872
Adjusted corporate contribution to profit	(43,501)		(45,831)		(92,168)		(90,625)
Total adjusted operating income	$	71,395	$	72,555	$	81,465	$	113,247
Depreciation and Amortization:
Research (1)	$	23,384	$	23,464	$	47,185	$	47,226
Academic & Professional Learning	16,152		18,148		32,684		36,512
Education Services (2)	8,975		8,813		22,765		17,116
Total depreciation and amortization	48,511		50,425		102,634		100,854
Corporate depreciation and amortization	3,910		4,130		8,066		8,267
Total depreciation and amortization	$	52,421	$	54,555	$	110,700	$	109,121

(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.

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

	Three Months Ended October 31,				Six Months Ended October 31,
	2022		2021		2022		2021
US GAAP Operating Income	$	57,439	$	73,888	$	40,474	$	114,856
Adjustments:
Restructuring and related charges (credits) (1)	13,956		(1,333)		36,397		(1,609)
Accelerated amortization of an intangible asset (2)	—		—		4,594		—
Non-GAAP Adjusted Operating Income	$	71,395	$	72,555	$	81,465	$	113,247

(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 and six months ended October 31, 2022 and 2021.

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Inventories

6 Months Ended

Oct. 31, 2022

Inventory Disclosure [Abstract]

Inventories

Inventories

Inventories, net consisted of the following:

	October 31, 2022		April 30, 2022
Finished goods	$	30,245	$	31,270
Work-in-process	1,182		1,729
Paper and other materials	182		275
Total inventories before estimated sales returns and LIFO reserve	$	31,609	$	33,274
Inventory value of estimated sales returns	7,347		7,820
LIFO reserve	(4,509)		(4,509)
Inventories, net	$	34,447	$	36,585

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Goodwill and Intangible Assets

6 Months Ended

Oct. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Goodwill

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

	April 30, 2022		Foreign Translation Adjustment		October 31, 2022
Research (1)	$	610,416	$	(26,417)	$	583,999
Academic & Professional Learning	498,136		(6,322)		491,814
Education Services (2)	193,590		(1,091)		192,499
Total	$	1,302,142	$	(33,830)	$	1,268,312

(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.

Intangible Assets

Intangible assets, net were as follows:

	October 31, 2022		April 30, 2022 ⁽¹⁾
Intangible assets with definite lives, net:
Content and publishing rights	$	462,238	$	499,937
Customer relationships	226,841		242,058
Developed technology	47,991		54,721
Brands and trademarks (2)	9,731		16,021
Covenants not to compete	346		393
Total intangible assets with definite lives, net	747,147		813,130
Intangible assets with indefinite lives:
Brands and trademarks	37,000		37,000
Publishing rights	76,429		81,299
Total intangible assets with indefinite lives	113,429		118,299
Total intangible assets, net	$	860,576	$	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.

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Income Taxes

6 Months Ended

Oct. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Our effective tax rate fluctuates based on, among other factors, where income is earned and the level of income relative to tax attributes. The effective tax rate for the three and six months ended October 31, 2022, was 21.0% and 18.4%, respectively, compared with 20.7% and 39.1% for the three and six months ended October 31, 2021, respectively.

The rate for the three months ended October 31, 2022, was equal to the US statutory rate after taking into account the geographic mix of earnings, the impact of US state taxes, and a discrete item relating to restricted stock compensation. The rate for the six months ended October 31, 2022 was lower than the US statutory rate due to the same factors described above.

The rate for the six months ended October 31, 2022, was lower than the rate for the six months ended October 31, 2021, primarily due to an increase in the UK statutory rate announced during the first three months of fiscal 2022 and reflected in the effective tax rate for the six months ended October 31, 2021. The UK enacted legislation on June 10, 2021, that increased its statutory rate from 19% to 25% effective April 1, 2023, 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.

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Retirement Plans

6 Months Ended

Oct. 31, 2022

Retirement Benefits [Abstract]

Retirement Plans

Retirement Plans

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

	Three Months Ended October 31,				Six Months Ended October 31,
	2022		2021		2022		2021
Service cost	$	192	$	300	$	392	$	607
Interest cost	5,994		5,178		12,183		10,401
Expected return on plan assets	(8,038)		(10,142)		(16,422)		(20,401)
Amortization of prior service cost	(24)		(22)		(47)		(44)
Amortization of net actuarial loss	1,467		1,877		2,991		3,774
Net pension income	$	(409)	$	(2,809)	$	(903)	$	(5,663)

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

Employer defined benefit pension plan contributions were $3.5 million and $7.4 million for the three and six months ended October 31, 2022, respectively, and $4.0 million and $8.5 million for the three and six months ended October 31, 2021, respectively.

Defined Contribution Savings Plans

The expense for employer defined contribution savings plans was $6.8 million and $15.6 million for the three and six months ended October 31, 2022, respectively, and $6.5 million and $15.6 million for the three and six months ended October 31, 2021, respectively.

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Debt and Available Credit Facilities

6 Months Ended

Oct. 31, 2022

Debt Disclosure [Abstract]

Debt and Available Credit Facilities

Debt and Available Credit Facilities

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

	October 31, 2022		April 30, 2022
Short-term portion of long-term debt (1)	$	25,000	$	18,750
Term loan A - Amended and Restated RCA (2)	191,925		204,343
Revolving credit facility - Amended and Restated RCA	786,758		563,934
Total long-term debt, less current portion	978,683		768,277
Total debt	$	1,003,683	$	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 October 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.

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 RCA for borrowings denominated in Euro from a LIBOR-based rate to a EURIBOR-based rate or a Euro Short Term Rate subject to certain adjustments specified in the Amended and Restated RCA, and (iii) updates certain other provisions regarding successor interest rates to LIBOR.

The Amended and Restated RCA contains certain customary affirmative and negative covenants, including a financial covenant in the form of a consolidated net leverage ratio and consolidated interest coverage ratio, which we were in compliance with as of October 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 and $0.5 million for the three and six months ended October 31, 2022, respectively and is included in Interest expense on our Unaudited Condensed Consolidated Statements of Net Income. Total amortization expense was $0.3 million and $0.5 million for the three and six months ended October 31, 2021, respectively and is included in Interest expense on our Unaudited Condensed Consolidated Statements of Net Income.

As of October 31, 2022, we had approximately $464.2 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 and six months ended October 31, 2022 were 3.70% and 3.31%, respectively. The weighted average interest rates on total debt outstanding during the three and six months ended October 31, 2021 were 1.92% and 1.97%, respectively. As of October 31, 2022 and April 30, 2022, the weighted average interest rates for total debt were 3.99% and 2.55%, respectively.

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Derivative Instruments and Hedging Activities

6 Months Ended

Oct. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities

Derivative Instruments and Hedging Activities

From time-to-time, we enter into forward exchange and interest rate swap contracts as a hedge against foreign currency asset and liability commitments, changes in interest rates and anticipated transaction exposures, including intercompany sales and purchases. All derivatives are recognized as assets or liabilities and measured at fair value. Derivatives that are not determined to be effective hedges are adjusted to fair value with a corresponding adjustment to earnings. We do not use financial instruments for trading or speculative purposes.

Interest Rate Contracts

As of October 31, 2022, we had total debt outstanding of $1,003.7 million, net of unamortized issuance costs of $0.3 million of which $1,004.0 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 $400.0 million and $500.0 million as of October 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 August 7, 2019, we entered into a forward starting interest rate swap agreement which fixed a portion of the variable interest due on our Amended and Restated RCA. Under the terms of the agreement, which expired on August 15, 2022, we paid a fixed rate of 1.400% and received a variable rate of interest based on one-month LIBOR from the counterparty which was reset every month for a three-year period ending August 15, 2022. Prior to expiration, the notional amount of the interest rate swap was $100.0 million.

On June 16, 2022 we entered into a forward starting interest rate swap agreement, which fixed a portion of the variable interest due on our Amended and Restated RCA. Under the terms of the agreement, we pay a fixed rate of 3.500% and receive a variable rate of interest based on one-month LIBOR from the counterparty which is reset every month for a three-year period ending May 15, 2024. As of October 31, 2022, the notional amount of the interest rate swap was $100.0 million.

We record the fair value of our interest rate swaps on a recurring basis using Level 2 inputs of quoted prices for similar assets or liabilities in active markets. The fair value of the interest rate swaps as of October 31, 2022 was a deferred gain of $12.6 million. Based on the maturity dates of the contracts, $1.3 million of the deferred gain as of October 31, 2022 was recorded within Prepaid expenses and other current assets and $11.3 million of the deferred gain was recorded within Other non-current assets.

The fair value of the interest rate swaps as of April 30, 2022 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 gains that were reclassified from Accumulated other comprehensive loss into Interest expense for the three and six months ended October 31, 2022 were $0.7 million and $0.3 million, respectively. The pretax (losses) that were reclassified from Accumulated other comprehensive loss into Interest expense for the three and six months ended October 31, 2021 were $(1.1) million and $(2.2) million, respectively.

Foreign Currency Contracts

We may enter into forward exchange contracts to manage our exposure on certain foreign currency denominated assets and liabilities. The forward exchange contracts are marked to market through Foreign exchange transaction gains (losses) on our Unaudited Condensed Consolidated Statements of Net 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 gains (losses) on our Unaudited Condensed Consolidated Statements of Net Income.

As of October 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 six months ended October 31, 2022 and 2021.

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Capital Stock and Changes in Capital Accounts

6 Months Ended

Oct. 31, 2022

Stockholders' Equity Note [Abstract]

Capital Stock and Changes in Capital Accounts

Capital Stock and Changes in Capital Accounts

Share Repurchases

The following table summarizes the share repurchases of Class A and Class B Common Stock (shares in thousands):

	Three Months Ended October 31,				Six Months Ended October 31,
	2022		2021		2022		2021
Shares repurchased - Class A	170		183		382		312
Shares repurchased - Class B	—		—		—		1
Average Price - Class A and Class B	$	44.24	$	54.54	$	45.84	$	55.51

Dividends

The following table summarizes the cash dividends paid during the six months ended October 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
September 29, 2022	$0.3475 per common share	$19.3 million	Class A and Class B	October 26, 2022	October 11, 2022

Changes in Common Stock

The following is a summary of changes during the six months ended October 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	2	3
Number of shares issued, end of period	70,228	70,211
Changes in Common Stock A in treasury:
Number of shares held, beginning of year	23,515	23,419
Purchases of treasury shares	382	312
Restricted shares issued under stock-based compensation plans – non-PSU Awards	(125)	(129)
Restricted shares issued under stock-based compensation plans – PSU Awards	(150)	(108)
Shares issued under the Director Plan to Directors	(3)	(2)
Restricted shares issued from exercise of stock options	—	(24)
Shares withheld for taxes	100	93
Number of shares held, end of period	23,719	23,561
Number of Common Stock A outstanding, end of period	46,509	46,650

Changes in Common Stock B:	2022	2021
Number of shares, beginning of year	12,956	12,974
Common stock class conversions	(2)	(3)
Number of shares issued, end of period	12,954	12,971
Changes in Common Stock B in treasury:
Number of shares held, beginning of year	3,924	3,922
Purchase of treasury shares	—	1
Number of shares held, end of period	3,924	3,923
Number of Common Stock B outstanding, end of period	9,030	9,048

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Commitments and Contingencies	6 Months Ended
	Oct. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and ContingenciesWe are involved in routine litigation in the ordinary course of our business. A provision for litigation is accrued when information available to us indicates that it is probable a liability has been incurred and the amount of loss can be reasonably estimated. Significant judgment may be required to determine both the probability and estimates of loss. When the amount of the loss can only be estimated within a range, the most likely outcome within that range is accrued. If no amount within the range is a better estimate than any other amount, the minimum amount within the range is accrued. When uncertainties exist related to the probable outcome of litigation and/or the amount or range of loss, we do not record a liability, but disclose facts related to the nature of the contingency and possible losses if management considers the information to be material. Reserves for legal defense costs are recognized when incurred. The accruals for loss contingencies and legal costs are reviewed regularly and may be adjusted to reflect updated information on the status of litigation and advice of legal counsel. In the opinion of management, the ultimate resolution of all pending litigation as of October 31, 2022, will not have a material effect on our consolidated financial condition or results of operations.

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Subsequent Events

6 Months Ended

Oct. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

Segment Realignment:

In the third quarter of fiscal year 2023, we are realigning our segments around our customers to drive impact and improve efficiency. Our new segment reporting structure will consist of three reportable segments which includes Research (no changes), Academic, and Talent, as well as a Corporate category.

The Academic segment will consist of Academic Publishing (which includes Education Publishing and Professional Publishing), and University Services (previously included in the Education Services segment).

The Talent segment will consist of Talent Development, as well as Corporate Training and Corporate Learning, which were both previously included in the Academic & Professional Learning segment.

Amended and Restated Credit Agreement:

On November 30, 2022, Wiley entered into an amendment to its Amended and Restated RCA that provides for senior unsecured credit facilities comprised of (i) five-year credit commitments with the principal amount of $1.315 billion, extended to a maturity date in November 2027, and (ii) $185 million in existing credit commitments to remain through the existing maturity date in May 2024. The agreement contains certain customary affirmative and negative covenants, including a financial covenant in the form of a consolidated net leverage ratio and consolidated interest coverage ratio. We incurred approximately $5 million of costs related to this agreement.

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Recent Accounting Standards (Policies)

6 Months Ended

Oct. 31, 2022

Accounting Standards Update and Change in Accounting Principle [Abstract]

Basis of Accounting

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.

Recently Adopted and Issued 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.

Revenue from Contract with Customer

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 $271.4 million and $546.3 million in the three and six months ended October 31, 2022, respectively.

We disaggregated revenue by Research Publishing & Research Solutions to reflect the different type of products and services provided.

Research Publishing Products

Research Publishing products provide scientific, technical, medical, and scholarly journals, as well as related content and services, to academic, corporate, and government libraries, learned societies, and individual researchers and other professionals. Research Publishing revenue was $232.6 million and $472.2 million in the three and six months ended October 31, 2022, respectively, and the majority is recognized over time.

Research Publishing products generate approximately 87% in both the three and six months ended October 31, 2022, respectively, 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 and the EJP business. J&J is a publishing services company providing expert offerings in editorial operations, production, copyediting, system support and consulting. EJP is a technology platform company with an established journal submission and peer-review management system. Research Solutions revenue was $38.7 million and $74.1 million in the three and six months ended October 31, 2022, respectively, 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 $152.6 million and $285.6 million in the three and six months ended October 31, 2022, respectively.

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 $86.2 million and $149.3 million in the three and six months ended October 31, 2022, respectively. Education Publishing products generate approximately 57% and 64% in the three and six months ended October 31, 2022, respectively, of its revenue from contracts with its customers from Education (print and digital) Publishing, which is recognized at a point in time, and 32% and 22% in the three and six months ended October 31, 2022, respectively, 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 $66.4 million and $136.3 million in the three and six months ended October 31, 2022, respectively. Professional Learning (print and digital) products generate approximately 54% and 56% in the three and six months ended October 31, 2022, respectively, 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 46% and 44% of Professional Learning products revenue in the three and six months ended October 31, 2022, respectively, is from contracts with its customers from Corporate Training and Corporate Learning, which is recognized mainly over time.

Education Services

Education Services revenue was $90.8 million and $170.5 million in the three and six months ended October 31, 2022, respectively, 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 $57.8 million and $105.6 million in the three and six months ended October 31, 2022, respectively, and is mainly recognized over time. University Services primarily engages in 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 $33.1 million and $65.0 million in the three and six months ended October 31, 2022, respectively, and is recognized at the point in time the services are provided to its customers. Talent Development Services 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.

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Revenue Recognition, Contracts with Customers (Tables)

6 Months Ended

Oct. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue from Contracts With Customers Disaggregated by Segment and Product Type

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

	Three Months Ended October 31,				Six Months Ended October 31,
	2022		2021		2022		2021
Research (1):
Research Publishing (2)	$	232,641	$	238,853	$	472,164	$	482,137
Research Solutions (2)	38,718		36,301		74,108		67,773
Total Research	271,359		275,154		546,272		549,910
Academic & Professional Learning:
Education Publishing	86,200		98,581		149,256		164,961
Professional Learning	66,441		77,948		136,344		150,832
Total Academic & Professional Learning	152,641		176,529		285,600		315,793
Education Services:
University Services (3)	57,759		58,630		105,570		113,598
Talent Development Services (3)	33,077		22,690		64,963		42,090
Total Education Services	90,836		81,320		170,533		155,688
Total Revenue	$	514,836	$	533,003	$	1,002,405	$	1,021,391

(1) The Research segment was previously referred to as Research Publishing & Platforms.

(2) As previously announced, in May 2022 our revenue by product type previously referred to as Research Platforms was changed to Research Solutions. Research Solutions includes infrastructure and publishing services that help societies and corporations thrive in a complex knowledge ecosystem. In addition to Platforms (Atypon), certain product offerings such as corporate sales which included the recent acquisitions of Madgex Holdings Limited (Madgex), and Bio-Rad Laboratories Inc.’s Informatics products (Informatics) that were previously included in Research Publishing moved to Research Solutions to align with our strategic focus. Research Solutions also includes product offerings related to certain recent acquisitions such as J&J, and EJP. Prior period results have been revised to the new presentation. There were no changes to the total Research segment or our consolidated financial results. The revenue reclassified to Research Solutions was $24.0 million and $44.1 million for the three and six months ended October 31, 2021, respectively.

(3) In May 2022, we moved the WileyNXT product offering from Talent Development Services to University Services and the prior period results have been included in University Services. There were no changes to the total Education Services segment or our total consolidated financial results. The revenue reclassified was $0.5 million and $1.1 million for the three and six months ended October 31, 2021, respectively.

Contract with Customer, Contract Asset, Contract Liability, and Receivable

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

	October 31, 2022		April 30, 2022		Increase/ (Decrease)
Balances from contracts with customers:
Accounts receivable, net	$	260,026	$	331,960	$	(71,934)
Contract liabilities (1)	263,821		538,126		(274,305)
Contract liabilities (included in Other long-term liabilities)	$	20,857	$	19,072	$	1,785

(1) The sales return reserve recorded in Contract liabilities is $28.9 million and $31.1 million, as of October 31, 2022 and April 30, 2022, respectively.

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Operating Leases (Tables)

6 Months Ended

Oct. 31, 2022

Leases [Abstract]

ROU Assets and Liabilities

For operating leases, the ROU assets and liabilities are presented on our Unaudited Condensed Consolidated Statement of Financial Position as follows:

	October 31, 2022		April 30, 2022
Operating lease ROU assets	$	93,334	$	111,719
Short-term portion of operating lease liabilities	19,043		20,576
Operating lease liabilities, non-current	$	120,559	$	132,541

Total Net Lease Costs

Our total net lease costs are as follows:

	Three Months Ended October 31,				Six Months Ended October 31,
	2022		2021		2022		2021
Operating lease cost	$	4,528	$	6,325	$	9,710	$	12,242
Variable lease cost	264		397		542		741
Short-term lease cost	146		36		261		56
Sublease income	(172)		(190)		(370)		(391)
Total net lease cost (1)	$	4,766	$	6,568	$	10,143	$	12,648

(1) Total net lease cost does not include those costs and sublease income included in Restructuring and related charges (credits) on our Unaudited Condensed Consolidated Statements of Net Income. This includes those operating leases we had identified as part of our restructuring programs that would be subleased. See Note 9, “Restructuring and Related Charges (Credits)” for more information on this program.

Other Supplemental Information for Operating Leases

Other supplemental information includes the following:

	Six Months Ended October 31,
	2022			2021
Weighted-average remaining contractual lease term (years)	8			9
Weighted-average discount rate	5.93		%	5.79		%
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	13,756		$	14,846

Reconciliation of Undiscounted Cash Flows to Operating Lease Liabilities

The table below reconciles the undiscounted cash flows for the first five years and total of the remaining years to the operating lease liabilities recorded in our Unaudited Condensed Consolidated Statement of Financial Position as of October 31, 2022:

Fiscal Year	Operating Lease Liabilities
2023 (remaining 6 months)	$	13,522
2024	25,110
2025	23,691
2026	21,721
2027	17,692
Thereafter	77,499
Total future undiscounted minimum lease payments	179,235
Less: Imputed interest	39,633
Present value of minimum lease payments	139,602
Less: Current portion	19,043
Noncurrent portion	$	120,559

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Stock-Based Compensation (Tables)

6 Months Ended

Oct. 31, 2022

Share-based Payment Arrangement [Abstract]

Nonvested Restricted Stock Shares Activity

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

	Six Months Ended October 31,
	2022		2021
Restricted Stock:
Awards granted (shares)	539		455
Weighted average fair value of grant	$	45.35	$	57.16

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

The following table provides the estimated weighted average fair value for options granted during the six months ended October 31, 2022 and 2021 using the Black-Scholes option-pricing model, and the significant weighted average assumptions used in their determination.

	Six Months Ended October 31,
	2022			2021
Weighted average fair value of options on grant date	$	9.42		$	11.71
Weighted average assumptions:
Expected life of options (years)	5.9			6.3
Risk-free interest rate	0.5		%	1.1		%
Expected volatility	31.2		%	30.7		%
Expected dividend yield	3.0		%	2.4		%
Fair value of common stock on grant date	$	45.99		$	56.79
Exercise price of stock option grant	$	45.99		$	62.36

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Accumulated Other Comprehensive Loss (Tables)

6 Months Ended

Oct. 31, 2022

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Changes in Accumulated Other Comprehensive Loss by Component, Net of Tax

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

	Foreign Currency Translation		Unamortized Retirement Costs		Interest Rate Swaps		Total
Balance at July 31, 2022	$	(349,346)	$	(177,145)	$	3,202	$	(523,289)
Other comprehensive (loss) income before reclassifications	(36,148)		7,089		5,804		(23,255)
Amounts reclassified from accumulated other comprehensive loss	—		1,057		(499)		558
Total other comprehensive (loss) income	(36,148)		8,146		5,305		(22,697)
Balance at October 31, 2022	$	(385,494)	$	(168,999)	$	8,507	$	(545,986)
Balance at April 30, 2022	$	(329,566)	$	(182,226)	$	3,646	$	(508,146)
Other comprehensive (loss) income before reclassifications	(55,928)		11,068		5,067		(39,793)
Amounts reclassified from accumulated other comprehensive loss	—		2,159		(206)		1,953
Total other comprehensive (loss) income	(55,928)		13,227		4,861		(37,840)
Balance at October 31, 2022	$	(385,494)	$	(168,999)	$	8,507	$	(545,986)

	Foreign Currency Translation		Unamortized Retirement Costs		Interest Rate Swaps		Total
Balance at July 31, 2021	$	(263,878)	$	(226,557)	$	(4,165)	$	(494,600)
Other comprehensive (loss) income before reclassifications	(9,483)		2,639		978		(5,866)
Amounts reclassified from accumulated other comprehensive loss	—		1,426		831		2,257
Total other comprehensive (loss) income	(9,483)		4,065		1,809		(3,609)
Balance at October 31, 2021	$	(273,361)	$	(222,492)	$	(2,356)	$	(498,209)
Balance at April 30, 2021	$	(257,941)	$	(228,146)	$	(4,703)	$	(490,790)
Other comprehensive (loss) income before reclassifications	(15,420)		2,781		685		(11,954)
Amounts reclassified from accumulated other comprehensive loss	—		2,873		1,662		4,535
Total other comprehensive (loss) income	(15,420)		5,654		2,347		(7,419)
Balance at October 31, 2021	$	(273,361)	$	(222,492)	$	(2,356)	$	(498,209)

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Reconciliation of Weighted Average Shares Outstanding (Tables)

6 Months Ended

Oct. 31, 2022

Earnings Per Share [Abstract]

Schedule of Weighted Average Number of Shares

A reconciliation of the shares used in the computation of earnings per share follows (shares in thousands):

	Three Months Ended October 31,		Six Months Ended October 31,
	2022	2021	2022	2021
Weighted average shares outstanding	55,622	55,806	55,679	55,833
Shares used for basic earnings per share	55,622	55,806	55,679	55,833
Dilutive effect of unvested restricted stock units and other stock awards	573	582	647	644
Shares used for diluted earnings per share	56,195	56,388	56,326	56,477
Antidilutive options to purchase Class A common shares, restricted shares, warrants to purchase Class A common shares, and contingently issuable restricted stock which are excluded from the table above	523	1,074	491	1,006

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Restructuring and Related Charges (Credits) (Tables)

6 Months Ended

Oct. 31, 2022

Restructuring and Related Activities [Abstract]

Restructuring and Related Costs

The following tables summarize the pretax restructuring charges related to this program:

	Three Months Ended October 31,		Six Months Ended October 31,		Total Charges Incurred to Date
	2022		2022
Charges by Segment:
Research	$	1,179	$	1,260	$	1,260
Academic & Professional Learning	3,325		9,239		9,239
Education Services	504		1,334		1,334
Corporate Expenses	8,673		23,589		23,589
Total Restructuring and Related Charges	$	13,681	$	35,422	$	35,422
Charges by Activity:
Severance and termination benefits	$	5,467	$	17,564	$	17,564
Impairment of operating lease ROU assets and property and equipment	6,590		12,696		12,696
Acceleration of expense related to operating lease ROU assets and property and equipment	—		1,840		1,840
Facility related charges, net	999		2,697		2,697
Consulting costs	430		430		430
Other activities	195		195		195
Total Restructuring and Related Charges	$	13,681	$	35,422	$	35,422

The following tables summarize the pretax restructuring charges (credits) related to this program:

	Three Months Ended October 31,				Six Months Ended October 31,				Total Charges Incurred to Date
	2022		2021		2022		2021
Charges (Credits) by Segment:
Research	$	—	$	22	$	—	$	238	$	3,882
Academic & Professional Learning	114		(465)		(10)		(294)		13,240
Education Services	2		6		5		(28)		4,318
Corporate Expenses	159		(896)		980		(1,525)		44,370
Total Restructuring and Related Charges (Credits)	$	275	$	(1,333)	$	975	$	(1,609)	$	65,810
Charges (Credits) by Activity:
Severance and termination benefits	$	127	$	(1,956)	$	13	$	(2,570)	$	35,132
Impairment of operating lease ROU assets and property and equipment	—		—		—		—		15,079
Acceleration of expense related to operating lease ROU assets and property and equipment	—		—		—		—		3,378
Facility related charges, net	148		623		962		961		10,481
Other activities	—		—		—		—		1,740
Total Restructuring and Related Charges (Credits)	$	275	$	(1,333)	$	975	$	(1,609)	$	65,810

Activity for Restructuring Liability

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

	April 30, 2022		Charges		Payments		Foreign Translation & Other Adjustments		October 31, 2022
Severance and termination benefits	$	—	$	17,564	$	(7,871)	$	(113)	$	9,580
Consulting costs	—		430		(430)		—		—
Other activities	—		195		(29)		—		166
Total	$	—	$	18,189	$	(8,330)	$	(113)	$	9,746

The following table summarizes the activity for the Business Optimization Program liability for the six months ended October 31, 2022:

	April 30, 2022		Charges		Payments		Foreign Translation & Other Adjustments		October 31, 2022
Severance and termination benefits	$	2,079	$	13	$	(173)	$	(65)	$	1,854
Total	$	2,079	$	13	$	(173)	$	(65)	$	1,854

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Segment Information (Tables)

6 Months Ended

Oct. 31, 2022

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

Segment information is as follows:

	Three Months Ended October 31,				Six Months Ended October 31,
	2022		2021		2022		2021
Revenue:
Research (1)	$	271,359	$	275,154	$	546,272	$	549,910
Academic & Professional Learning	152,641		176,529		285,600		315,793
Education Services	90,836		81,320		170,533		155,688
Total revenue	$	514,836	$	533,003	$	1,002,405	$	1,021,391
Adjusted Contribution to Profit:
Research (1)	$	74,458	$	77,053	$	143,562	$	156,077
Academic & Professional Learning	33,850		40,606		35,225		48,929
Education Services (2)	6,588		727		(5,154)		(1,134)
Total adjusted contribution to profit	114,896		118,386		173,633		203,872
Adjusted corporate contribution to profit	(43,501)		(45,831)		(92,168)		(90,625)
Total adjusted operating income	$	71,395	$	72,555	$	81,465	$	113,247
Depreciation and Amortization:
Research (1)	$	23,384	$	23,464	$	47,185	$	47,226
Academic & Professional Learning	16,152		18,148		32,684		36,512
Education Services (2)	8,975		8,813		22,765		17,116
Total depreciation and amortization	48,511		50,425		102,634		100,854
Corporate depreciation and amortization	3,910		4,130		8,066		8,267
Total depreciation and amortization	$	52,421	$	54,555	$	110,700	$	109,121

(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.

Reconciliation of Consolidated US GAAP Operating Income to Non-GAAP Adjusted Contribution to Profit

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

	Three Months Ended October 31,				Six Months Ended October 31,
	2022		2021		2022		2021
US GAAP Operating Income	$	57,439	$	73,888	$	40,474	$	114,856
Adjustments:
Restructuring and related charges (credits) (1)	13,956		(1,333)		36,397		(1,609)
Accelerated amortization of an intangible asset (2)	—		—		4,594		—
Non-GAAP Adjusted Operating Income	$	71,395	$	72,555	$	81,465	$	113,247

(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.

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Inventories (Tables)

6 Months Ended

Oct. 31, 2022

Inventory Disclosure [Abstract]

Schedule of Inventory, Current

Inventories, net consisted of the following:

	October 31, 2022		April 30, 2022
Finished goods	$	30,245	$	31,270
Work-in-process	1,182		1,729
Paper and other materials	182		275
Total inventories before estimated sales returns and LIFO reserve	$	31,609	$	33,274
Inventory value of estimated sales returns	7,347		7,820
LIFO reserve	(4,509)		(4,509)
Inventories, net	$	34,447	$	36,585

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Goodwill and Intangible Assets (Tables)

6 Months Ended

Oct. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

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

	April 30, 2022		Foreign Translation Adjustment		October 31, 2022
Research (1)	$	610,416	$	(26,417)	$	583,999
Academic & Professional Learning	498,136		(6,322)		491,814
Education Services (2)	193,590		(1,091)		192,499
Total	$	1,302,142	$	(33,830)	$	1,268,312

(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.

Intangible Assets, Net

Intangible assets, net were as follows:

	October 31, 2022		April 30, 2022 ⁽¹⁾
Intangible assets with definite lives, net:
Content and publishing rights	$	462,238	$	499,937
Customer relationships	226,841		242,058
Developed technology	47,991		54,721
Brands and trademarks (2)	9,731		16,021
Covenants not to compete	346		393
Total intangible assets with definite lives, net	747,147		813,130
Intangible assets with indefinite lives:
Brands and trademarks	37,000		37,000
Publishing rights	76,429		81,299
Total intangible assets with indefinite lives	113,429		118,299
Total intangible assets, net	$	860,576	$	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.

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Retirement Plans (Tables)

6 Months Ended

Oct. 31, 2022

Retirement Benefits [Abstract]

Schedule of Net Benefit Costs

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

	Three Months Ended October 31,				Six Months Ended October 31,
	2022		2021		2022		2021
Service cost	$	192	$	300	$	392	$	607
Interest cost	5,994		5,178		12,183		10,401
Expected return on plan assets	(8,038)		(10,142)		(16,422)		(20,401)
Amortization of prior service cost	(24)		(22)		(47)		(44)
Amortization of net actuarial loss	1,467		1,877		2,991		3,774
Net pension income	$	(409)	$	(2,809)	$	(903)	$	(5,663)

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Debt and Available Credit Facilities (Tables)

6 Months Ended

Oct. 31, 2022

Debt Disclosure [Abstract]

Total Debt Outstanding

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

	October 31, 2022		April 30, 2022
Short-term portion of long-term debt (1)	$	25,000	$	18,750
Term loan A - Amended and Restated RCA (2)	191,925		204,343
Revolving credit facility - Amended and Restated RCA	786,758		563,934
Total long-term debt, less current portion	978,683		768,277
Total debt	$	1,003,683	$	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 October 31, 2022 and $0.3 million as of April 30, 2022.

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Capital Stock and Changes in Capital Accounts (Tables)

6 Months Ended

Oct. 31, 2022

Stockholders' Equity Note [Abstract]

Summary of Shares Repurchased

The following table summarizes the share repurchases of Class A and Class B Common Stock (shares in thousands):

	Three Months Ended October 31,				Six Months Ended October 31,
	2022		2021		2022		2021
Shares repurchased - Class A	170		183		382		312
Shares repurchased - Class B	—		—		—		1
Average Price - Class A and Class B	$	44.24	$	54.54	$	45.84	$	55.51

Cash Dividends Paid

The following table summarizes the cash dividends paid during the six months ended October 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
September 29, 2022	$0.3475 per common share	$19.3 million	Class A and Class B	October 26, 2022	October 11, 2022

Schedule of Stock by Class

The following is a summary of changes during the six months ended October 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	2	3
Number of shares issued, end of period	70,228	70,211
Changes in Common Stock A in treasury:
Number of shares held, beginning of year	23,515	23,419
Purchases of treasury shares	382	312
Restricted shares issued under stock-based compensation plans – non-PSU Awards	(125)	(129)
Restricted shares issued under stock-based compensation plans – PSU Awards	(150)	(108)
Shares issued under the Director Plan to Directors	(3)	(2)
Restricted shares issued from exercise of stock options	—	(24)
Shares withheld for taxes	100	93
Number of shares held, end of period	23,719	23,561
Number of Common Stock A outstanding, end of period	46,509	46,650

Changes in Common Stock B:	2022	2021
Number of shares, beginning of year	12,956	12,974
Common stock class conversions	(2)	(3)
Number of shares issued, end of period	12,954	12,971
Changes in Common Stock B in treasury:
Number of shares held, beginning of year	3,924	3,922
Purchase of treasury shares	—	1
Number of shares held, end of period	3,924	3,923
Number of Common Stock B outstanding, end of period	9,030	9,048

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Acquisitions (Details) - USD ($) shares in Thousands		3 Months Ended		6 Months Ended		12 Months Ended
	Dec. 29, 2021	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2022	Oct. 31, 2021	Apr. 30, 2022
Business Acquisition [Line Items]
Revenue, net		$ 514,836,000	$ 533,003,000	$ 1,002,405,000	$ 1,021,391,000
Operating income (loss)		57,439,000	$ 73,888,000	40,474,000	114,856,000
Goodwill		1,268,312,000		1,268,312,000		$ 1,302,142,000
Payments to acquire business, net of cash acquired				96,000	$ 13,615,000
Education Services
Business Acquisition [Line Items]
Goodwill		192,499,000		192,499,000		193,590,000
Research
Business Acquisition [Line Items]
Goodwill		583,999,000		583,999,000		610,416,000
XYZ Media
Business Acquisition [Line Items]
Fair value of consideration transferred	$ 45,400,000
Total cash consideration transferred	38,000,000
Intangible assets, net	$ 22,700,000
XYZ Media | Class A common stock
Business Acquisition [Line Items]
Issuance of common shares in consideration transferred (in shares)	129
Issuance of common shares in consideration transferred	$ 7,400,000
XYZ Media | Education Services
Business Acquisition [Line Items]
Revenue, net		2,900,000		5,400,000
Operating income (loss)		(800,000)		(2,300,000)
Goodwill	$ 22,200,000
Other Acquisitions
Business Acquisition [Line Items]
Fair value of consideration transferred						41,200,000
Total cash consideration transferred						36,200,000
Intangible assets, net		15,600,000		15,600,000
Cash to be paid after acquisition date						5,000,000
Cash acquired from acquisition						1,200,000
Payments to acquire business, net of cash acquired						$ 34,900,000
Other Acquisitions | Education Services
Business Acquisition [Line Items]
Goodwill		0		0
Other Acquisitions | Research
Business Acquisition [Line Items]
Revenue, net		4,500,000		9,100,000
Operating income (loss)		200,000		(2,100,000)
Goodwill		$ 24,800,000		$ 24,800,000

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Revenue Recognition, Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2022	Oct. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue, net	$ 514,836	$ 533,003	$ 1,002,405	$ 1,021,391
Research | Research Publishing | Journal Subscriptions, Open Access and Comprehensive Agreements | Product Concentration Risk | Revenue from Contract with Customers
Disaggregation of Revenue [Line Items]
Revenue percentage	87.00%		87.00%
Academic & Professional Learning | Education Publishing | Print and Digital | Transferred at Point in Time | Product Concentration Risk | Revenue from Contract with Customers
Disaggregation of Revenue [Line Items]
Revenue percentage	57.00%		64.00%
Academic & Professional Learning | Education Publishing | Digital Courseware | Transferred over Time | Product Concentration Risk | Revenue from Contract with Customers
Disaggregation of Revenue [Line Items]
Revenue percentage	32.00%		22.00%
Academic & Professional Learning | Professional Learning | Professional Publishing, and Licensing and Other | Transferred at Point in Time | Product Concentration Risk | Revenue from Contract with Customers
Disaggregation of Revenue [Line Items]
Revenue percentage	54.00%		56.00%
Academic & Professional Learning | Professional Learning | Corporate Training and Corporate Learning | Transferred over Time | Product Concentration Risk | Revenue from Contract with Customers
Disaggregation of Revenue [Line Items]
Revenue percentage	46.00%		44.00%
Operating Segments | Research
Disaggregation of Revenue [Line Items]
Revenue, net	$ 271,359	275,154	$ 546,272	549,910
Operating Segments | Research | Research Publishing
Disaggregation of Revenue [Line Items]
Revenue, net	232,641	238,853	472,164	482,137
Operating Segments | Research | Research Solutions
Disaggregation of Revenue [Line Items]
Revenue, net	38,718	36,301	74,108	67,773
Operating Segments | Research | Research Solutions | Revision of Prior Period, Reclassification, Adjustment
Disaggregation of Revenue [Line Items]
Revenue, net		24,000		44,100
Operating Segments | Academic & Professional Learning
Disaggregation of Revenue [Line Items]
Revenue, net	152,641	176,529	285,600	315,793
Operating Segments | Academic & Professional Learning | Education Publishing
Disaggregation of Revenue [Line Items]
Revenue, net	86,200	98,581	149,256	164,961
Operating Segments | Academic & Professional Learning | Professional Learning
Disaggregation of Revenue [Line Items]
Revenue, net	66,441	77,948	136,344	150,832
Operating Segments | Education Services
Disaggregation of Revenue [Line Items]
Revenue, net	90,836	81,320	170,533	155,688
Operating Segments | Education Services | University Services
Disaggregation of Revenue [Line Items]
Revenue, net	57,759	58,630	105,570	113,598
Operating Segments | Education Services | University Services | WileyNXT | Revision of Prior Period, Reclassification, Adjustment
Disaggregation of Revenue [Line Items]
Revenue, net		500		1,100
Operating Segments | Education Services | Talent Development Services
Disaggregation of Revenue [Line Items]
Revenue, net	$ 33,077	$ 22,690	$ 64,963	$ 42,090

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Revenue Recognition, Contracts with Customers - Accounts Receivable, net and Contract Liability Balances (Details) - USD ($) $ in Thousands	6 Months Ended
	Oct. 31, 2022	Apr. 30, 2022
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract]
Accounts receivable, net	$ 260,026	$ 331,960
Contract liabilities	263,821	538,126
Contract liabilities (included in Other long-term liabilities)	20,857	19,072
Increase/(decrease) [Abstract]
Accounts receivable, net	(71,934)
Contract liabilities	(274,305)
Contract liabilities (included in Other long-term liabilities)	1,785
Sales return reserve recorded in contract liability	$ 28,900	$ 31,100
Revenue recognized from beginning contract liability, percentage	73.00%

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Revenue Recognition, Contracts with Customers - Remaining Performance Obligations included in Contract Liability (Details) - USD ($) $ in Millions	Oct. 31, 2022	Apr. 30, 2022
Revenue, Performance Obligation Satisfied over Time [Abstract]
Remaining performance obligation to be recognized	$ 284.7
Sales return reserve recorded in contract liability	28.9	$ 31.1
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-11-01
Revenue, Performance Obligation Satisfied over Time [Abstract]
Remaining performance obligation to be recognized	$ 234.9
Remaining performance obligation, expected timing of satisfaction	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-11-01
Revenue, Performance Obligation Satisfied over Time [Abstract]
Remaining performance obligation to be recognized	$ 20.9
Remaining performance obligation, expected timing of satisfaction

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Revenue Recognition, Contracts with Customers - Assets Recognized for the Costs to Fulfill a Contract (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2022	Oct. 31, 2021	Apr. 30, 2022
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Costs capitalized	$ 10,600		$ 10,600		$ 10,900
Amortization of capitalized contract cost	1,100	$ 1,300	2,300	$ 2,800
Operating and administrative expenses	253,029	264,190	535,780	524,779
Shipping and Handling
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Operating and administrative expenses	$ 7,100	$ 7,200	$ 13,500	$ 14,000

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Operating Leases (Details) - USD ($) $ in Thousands	6 Months Ended
	Oct. 31, 2022	Apr. 30, 2022
Leases [Abstract]
Operating lease ROU assets	$ 93,334	$ 111,719
Short-term portion of operating lease liabilities	19,043	20,576
Operating lease liabilities, non-current	120,559	$ 132,541
Increase (decrease) in ROU assets due to new leases as well as modifications and remeasurements to existing operating leases	(500)
Increase (decrease) in operating lease liabilities due to new leases as well as modifications and remeasurements to existing operating leases	$ (500)

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Operating Leases - Total Net Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2022	Oct. 31, 2021
Leases [Abstract]
Operating lease cost	$ 4,528	$ 6,325	$ 9,710	$ 12,242
Variable lease cost	264	397	542	741
Short-term lease cost	146	36	261	56
Sublease income	(172)	(190)	(370)	(391)
Total net lease cost	$ 4,766	$ 6,568	$ 10,143	$ 12,648

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Operating Leases - Other Supplemental Information for Operating Leases (Details) - USD ($) $ in Thousands	6 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Leases [Abstract]
Weighted-average remaining contractual lease term (in years)	8 years	9 years
Weighted-average discount rate	5.93%	5.79%
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 13,756	$ 14,846

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Operating Leases - Reconciliation of Undiscounted Cash Flows to Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Oct. 31, 2022	Apr. 30, 2022
Operating Lease Liabilities
2023 (remaining 6 months)	$ 13,522
2024	25,110
2025	23,691
2026	21,721
2027	17,692
Thereafter	77,499
Total future undiscounted minimum lease payments	179,235
Less: Imputed interest	39,633
Present value of minimum lease payments	139,602
Less: Current portion	19,043	$ 20,576
Operating lease liabilities, non-current	$ 120,559	$ 132,541

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Stock-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2022	Oct. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 6,900	$ 6,700	$ 13,998	$ 13,059
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Period for achievement of performance-based targets (in years)			3 years

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Stock-Based Compensation - Performance-Based and Other Restricted Stock Activity (Details) - $ / shares shares in Thousands	6 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Period for achievement of performance-based targets (in years)	3 years
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards granted (in shares)	539	455
Weighted average fair value of grant (in dollars per share)	$ 45.35	$ 57.16

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Stock-Based Compensation - Stock Option Activity (Details) - Share-based Payment Arrangement, Option - $ / shares	6 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract]
Grants in period, stock option awards (in shares)	10,000	260,000
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Weighted average fair value of options on grant date (in dollars per share)	$ 9.42	$ 11.71
Weighted Average Assumptions [Abstract]
Expected life of options (in years)	5 years 10 months 24 days	6 years 3 months 18 days
Risk-free interest rate	0.50%	1.10%
Expected volatility	31.20%	30.70%
Expected dividend yield	3.00%	2.40%
Fair value of common stock on grant date (in dollars per share)	$ 45.99	$ 56.79
Exercise price of stock option grant (in dollars per share)	$ 45.99	$ 62.36
Maximum
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract]
Exercisable period	10 years
First Anniversary
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract]
Options generally vesting, as a percent	10.00%
Second Anniversary
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract]
Options generally vesting, as a percent	20.00%
Third Anniversary
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract]
Options generally vesting, as a percent	30.00%
Fourth Anniversary
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract]
Options generally vesting, as a percent	40.00%

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Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2022	Oct. 31, 2021
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	$ 1,082,326	$ 1,077,905	$ 1,142,269	$ 1,091,291
Other comprehensive (loss) income before reclassifications	(23,255)	(5,866)	(39,793)	(11,954)
Amounts reclassified from accumulated other comprehensive loss	558	2,257	1,953	4,535
Total other comprehensive loss	(22,697)	(3,609)	(37,840)	(7,419)
Ending balance	1,077,807	1,106,665	1,077,807	1,106,665
Accumulated other comprehensive loss, net of tax
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(523,289)	(494,600)	(508,146)	(490,790)
Ending balance	(545,986)	(498,209)	(545,986)	(498,209)
Foreign Currency Translation
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(349,346)	(263,878)	(329,566)	(257,941)
Other comprehensive (loss) income before reclassifications	(36,148)	(9,483)	(55,928)	(15,420)
Amounts reclassified from accumulated other comprehensive loss	0	0	0	0
Total other comprehensive loss	(36,148)	(9,483)	(55,928)	(15,420)
Ending balance	(385,494)	(273,361)	(385,494)	(273,361)
Unamortized Retirement Costs
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(177,145)	(226,557)	(182,226)	(228,146)
Other comprehensive (loss) income before reclassifications	7,089	2,639	11,068	2,781
Amounts reclassified from accumulated other comprehensive loss	1,057	1,426	2,159	2,873
Total other comprehensive loss	8,146	4,065	13,227	5,654
Ending balance	(168,999)	(222,492)	(168,999)	(222,492)
Interest Rate Swaps
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	3,202	(4,165)	3,646	(4,703)
Other comprehensive (loss) income before reclassifications	5,804	978	5,067	685
Amounts reclassified from accumulated other comprehensive loss	(499)	831	(206)	1,662
Total other comprehensive loss	5,305	1,809	4,861	2,347
Ending balance	$ 8,507	$ (2,356)	$ 8,507	$ (2,356)

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Accumulated Other Comprehensive Loss, Reclassification out of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2022	Oct. 31, 2021
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Pension expense	$ (409)	$ (2,809)	$ (903)	$ (5,663)
Reclassification out of Accumulated Other Comprehensive Loss
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Pension expense	$ 1,400	$ 1,900	$ 2,900	$ 3,700

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Reconciliation of Weighted Average Shares Outstanding (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2022	Oct. 31, 2021
Earnings Per Share [Abstract]
Weighted average shares outstanding, basic (in shares)	55,622	55,806	55,679	55,833
Shares used for basic earnings per share (in shares)	55,622	55,806	55,679	55,833
Dilutive effect of unvested restricted stock units and other stock awards (in shares)	573	582	647	644
Shares used for diluted earnings per share (in shares)	56,195	56,388	56,326	56,477
Antidilutive options to purchase Class A common shares, restricted shares, warrants to purchase Class A common shares, and contingently issuable restricted stock which are exclude from table above (in shares)	523	1,074	491	1,006

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Restructuring and Related Charges (Credits) - Pretax Restructuring Charges (Credits) (Details) $ in Thousands	1 Months Ended	3 Months Ended			6 Months Ended
	May 31, 2022	Oct. 31, 2022 USD ($)	Jul. 31, 2022 USD ($)	Oct. 31, 2021 USD ($)	Oct. 31, 2022 USD ($)	Oct. 31, 2021 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring and related charges (credits)		$ 13,956		$ (1,333)	$ 36,397	$ (1,609)
Fiscal Year 2023 Restructuring Program
Restructuring Cost and Reserve [Line Items]
Reduction to square footage occupancy (as a percent)	0.22
Restructuring and related charges (credits)		13,681			35,422
Restructuring and related charges, total		35,422			35,422
Pretax restructuring charges			$ 20,000		32,100
Charges					18,189
Fair value of operating lease ROU assets		12,100			12,100
Fiscal Year 2023 Restructuring Program | Severance and termination benefits
Restructuring Cost and Reserve [Line Items]
Restructuring and related charges (credits)		5,467			17,564
Restructuring and related charges, total		17,564			17,564
Charges					17,564
Fiscal Year 2023 Restructuring Program | Impairment of operating lease ROU assets and property and equipment
Restructuring Cost and Reserve [Line Items]
Restructuring and related charges (credits)		6,590			12,696	12,700
Restructuring and related charges, total		12,696			12,696
Fiscal Year 2023 Restructuring Program | Acceleration of expense related to operating lease ROU assets and property and equipment
Restructuring Cost and Reserve [Line Items]
Restructuring and related charges (credits)		0			1,840
Restructuring and related charges, total		1,840			1,840
Fiscal Year 2023 Restructuring Program | Facility related charges, net
Restructuring Cost and Reserve [Line Items]
Restructuring and related charges (credits)		999			2,697
Restructuring and related charges, total		2,697			2,697
Fiscal Year 2023 Restructuring Program | Consulting costs
Restructuring Cost and Reserve [Line Items]
Restructuring and related charges (credits)		430			430
Restructuring and related charges, total		430			430
Charges					430
Fiscal Year 2023 Restructuring Program | Other activities
Restructuring Cost and Reserve [Line Items]
Restructuring and related charges (credits)		195			195
Restructuring and related charges, total		195			195
Charges					195
Fiscal Year 2023 Restructuring Program | Employee severance and impairment
Restructuring Cost and Reserve [Line Items]
Pretax restructuring charges		12,100
Fiscal Year 2023 Restructuring Program | Impairment of operating lease right of use assets, certain leases
Restructuring Cost and Reserve [Line Items]
Restructuring and related charges (credits)					7,600
Fiscal Year 2023 Restructuring Program | Impairment of property and equipment
Restructuring Cost and Reserve [Line Items]
Restructuring and related charges (credits)					5,100
Fiscal Year 2023 Restructuring Program | Acceleration of expense of operating lease right of use assets, certain leases
Restructuring Cost and Reserve [Line Items]
Restructuring and related charges (credits)					900
Fiscal Year 2023 Restructuring Program | Acceleration of expense related to depreciation and amortization of property and equipment
Restructuring Cost and Reserve [Line Items]
Restructuring and related charges (credits)					900
Business Optimization Program
Restructuring Cost and Reserve [Line Items]
Restructuring and related charges (credits)		275		(1,333)	975	(1,609)
Restructuring and related charges, total		65,810			65,810
Charges					13
Business Optimization Program | Severance and termination benefits
Restructuring Cost and Reserve [Line Items]
Restructuring and related charges (credits)		127		(1,956)	13	(2,570)
Restructuring and related charges, total		35,132			35,132
Charges					13
Business Optimization Program | Impairment of operating lease ROU assets and property and equipment
Restructuring Cost and Reserve [Line Items]
Restructuring and related charges (credits)		0		0	0	0
Restructuring and related charges, total		15,079			15,079
Business Optimization Program | Acceleration of expense related to operating lease ROU assets and property and equipment
Restructuring Cost and Reserve [Line Items]
Restructuring and related charges (credits)		0		0	0	0
Restructuring and related charges, total		3,378			3,378
Business Optimization Program | Facility related charges, net
Restructuring Cost and Reserve [Line Items]
Restructuring and related charges (credits)		148		623	962	961
Restructuring and related charges, total		10,481			10,481
Business Optimization Program | Other activities
Restructuring Cost and Reserve [Line Items]
Restructuring and related charges (credits)		0		0	0	0
Restructuring and related charges, total		1,740			1,740
Research | Fiscal Year 2023 Restructuring Program
Restructuring Cost and Reserve [Line Items]
Restructuring and related charges (credits)		1,179			1,260
Restructuring and related charges, total		1,260			1,260
Research | Business Optimization Program
Restructuring Cost and Reserve [Line Items]
Restructuring and related charges (credits)		0		22	0	238
Restructuring and related charges, total		3,882			3,882
Academic & Professional Learning | Fiscal Year 2023 Restructuring Program
Restructuring Cost and Reserve [Line Items]
Restructuring and related charges (credits)		3,325			9,239
Restructuring and related charges, total		9,239			9,239
Academic & Professional Learning | Business Optimization Program
Restructuring Cost and Reserve [Line Items]
Restructuring and related charges (credits)		114		(465)	(10)	(294)
Restructuring and related charges, total		13,240			13,240
Education Services | Fiscal Year 2023 Restructuring Program
Restructuring Cost and Reserve [Line Items]
Restructuring and related charges (credits)		504			1,334
Restructuring and related charges, total		1,334			1,334
Education Services | Business Optimization Program
Restructuring Cost and Reserve [Line Items]
Restructuring and related charges (credits)		2		6	5	(28)
Restructuring and related charges, total		4,318			4,318
Corporate Expenses | Fiscal Year 2023 Restructuring Program
Restructuring Cost and Reserve [Line Items]
Restructuring and related charges (credits)		8,673			23,589
Restructuring and related charges, total		23,589			23,589
Corporate Expenses | Business Optimization Program
Restructuring Cost and Reserve [Line Items]
Restructuring and related charges (credits)		159		$ (896)	980	$ (1,525)
Restructuring and related charges, total		$ 44,370			$ 44,370

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Restructuring and Related Charges (Credits) - Activity for Business Optimization Program (Details) $ in Thousands	6 Months Ended
	Oct. 31, 2022 USD ($)
Fiscal Year 2023 Restructuring Program
Activity for Restructuring and Related Charges Liability [Roll Forward]
Restructuring liability, beginning of period	$ 0
Charges	18,189
Payments	(8,330)
Foreign translation and other adjustments	(113)
Restructuring liability, end of period	9,746
Fiscal Year 2023 Restructuring Program | Severance and termination benefits
Activity for Restructuring and Related Charges Liability [Roll Forward]
Restructuring liability, beginning of period	0
Charges	17,564
Payments	(7,871)
Foreign translation and other adjustments	(113)
Restructuring liability, end of period	9,580
Fiscal Year 2023 Restructuring Program | Consulting costs
Activity for Restructuring and Related Charges Liability [Roll Forward]
Restructuring liability, beginning of period	0
Charges	430
Payments	(430)
Foreign translation and other adjustments	0
Restructuring liability, end of period	0
Fiscal Year 2023 Restructuring Program | Other activities
Activity for Restructuring and Related Charges Liability [Roll Forward]
Restructuring liability, beginning of period	0
Charges	195
Payments	(29)
Foreign translation and other adjustments	0
Restructuring liability, end of period	166
Business Optimization Program
Activity for Restructuring and Related Charges Liability [Roll Forward]
Restructuring liability, beginning of period	2,079
Charges	13
Payments	(173)
Foreign translation and other adjustments	(65)
Restructuring liability, end of period	1,854
Business Optimization Program | Severance and termination benefits
Activity for Restructuring and Related Charges Liability [Roll Forward]
Restructuring liability, beginning of period	2,079
Charges	13
Payments	(173)
Foreign translation and other adjustments	(65)
Restructuring liability, end of period	$ 1,854

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Segment Information (Details) $ in Thousands	3 Months Ended			6 Months Ended
	Oct. 31, 2022 USD ($)	Jul. 31, 2022 USD ($)	Oct. 31, 2021 USD ($)	Oct. 31, 2022 USD ($) Segment	Oct. 31, 2021 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments | Segment				3
Revenue, net	$ 514,836		$ 533,003	$ 1,002,405	$ 1,021,391
Adjusted contribution to profit	71,395		72,555	81,465	113,247
Depreciation and amortization	52,421		54,555	110,700	109,121
Accelerated amortization expense	0	$ 4,600	0	4,594	0
Operating Segments
Segment Reporting Information [Line Items]
Adjusted contribution to profit	114,896		118,386	173,633	203,872
Depreciation and amortization	48,511		50,425	102,634	100,854
Operating Segments | Research
Segment Reporting Information [Line Items]
Revenue, net	271,359		275,154	546,272	549,910
Adjusted contribution to profit	74,458		77,053	143,562	156,077
Depreciation and amortization	23,384		23,464	47,185	47,226
Operating Segments | Academic & Professional Learning
Segment Reporting Information [Line Items]
Revenue, net	152,641		176,529	285,600	315,793
Adjusted contribution to profit	33,850		40,606	35,225	48,929
Depreciation and amortization	16,152		18,148	32,684	36,512
Operating Segments | Education Services
Segment Reporting Information [Line Items]
Revenue, net	90,836		81,320	170,533	155,688
Adjusted contribution to profit	6,588		727	(5,154)	(1,134)
Depreciation and amortization	8,975		8,813	22,765	17,116
Corporate, Non-Segment
Segment Reporting Information [Line Items]
Adjusted contribution to profit	(43,501)		(45,831)	(92,168)	(90,625)
Depreciation and amortization	$ 3,910		$ 4,130	$ 8,066	$ 8,267

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Segment Information - Reconciliation of Consolidated US GAAP Operating Income to Non-GAAP Adjusted Contribution to Profit (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Oct. 31, 2022	Jul. 31, 2022	Oct. 31, 2021	Oct. 31, 2022	Oct. 31, 2021
Segment Reporting [Abstract]
US GAAP Operating Income	$ 57,439		$ 73,888	$ 40,474	$ 114,856
Adjustments [Abstract]
Restructuring and related charges (credits)	13,956		(1,333)	36,397	(1,609)
Accelerated amortization expense	0	$ 4,600	0	4,594	0
Non-GAAP Adjusted Contribution to Profit	$ 71,395		$ 72,555	$ 81,465	$ 113,247

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Inventories (Details) - USD ($) $ in Thousands	Oct. 31, 2022	Apr. 30, 2022
Inventory Disclosure [Abstract]
Finished goods	$ 30,245	$ 31,270
Work-in-process	1,182	1,729
Paper and other materials	182	275
Total inventories before estimated sales returns and LIFO reserve	31,609	33,274
Inventory value of estimated sales returns	7,347	7,820
LIFO reserve	(4,509)	(4,509)
Inventories, net	$ 34,447	$ 36,585

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Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands	6 Months Ended
	Oct. 31, 2022	Apr. 30, 2022
Goodwill [Roll Forward]
Balance, beginning of period	$ 1,302,142
Foreign translation adjustment	(33,830)
Balance, end of period	1,268,312
Cumulative pretax noncash goodwill impairment		$ 110,000
Research
Goodwill [Roll Forward]
Balance, beginning of period	610,416
Foreign translation adjustment	(26,417)
Balance, end of period	583,999
Academic & Professional Learning
Goodwill [Roll Forward]
Balance, beginning of period	498,136
Foreign translation adjustment	(6,322)
Balance, end of period	491,814
Education Services
Goodwill [Roll Forward]
Balance, beginning of period	193,590
Foreign translation adjustment	(1,091)
Balance, end of period	$ 192,499

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Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Oct. 31, 2022	Jul. 31, 2022	Oct. 31, 2021	Oct. 31, 2022	Oct. 31, 2021	Apr. 30, 2022
Intangible assets with definite lives, net [Abstract]
Intangible assets with definite lives, net	$ 747,147			$ 747,147		$ 813,130
Intangible assets with indefinite lives	113,429			113,429		118,299
Total intangible assets, net	860,576			860,576		931,429
Accelerated amortization expense	0	$ 4,600	$ 0	4,594	$ 0
Brands and trademarks
Intangible assets with definite lives, net [Abstract]
Intangible assets with indefinite lives	37,000			37,000		37,000
Indefinite assets, accumulated impairment						93,100
Artistic-Related Intangible Assets
Intangible assets with definite lives, net [Abstract]
Intangible assets with indefinite lives	76,429			76,429		81,299
Artistic-Related Intangible Assets
Intangible assets with definite lives, net [Abstract]
Intangible assets with definite lives, net	462,238			462,238		499,937
Customer relationships
Intangible assets with definite lives, net [Abstract]
Intangible assets with definite lives, net	226,841			226,841		242,058
Developed technology
Intangible assets with definite lives, net [Abstract]
Intangible assets with definite lives, net	47,991			47,991		54,721
Finite assets, accumulated impairment						2,800
Brands and trademarks
Intangible assets with definite lives, net [Abstract]
Intangible assets with definite lives, net	9,731			9,731		16,021
Covenants not to compete
Intangible assets with definite lives, net [Abstract]
Intangible assets with definite lives, net	$ 346			$ 346		$ 393

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Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2022	Oct. 31, 2021
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Effective tax rate reconciliation (as a percent)	21.00%	20.70%	18.40%	39.10%
Her Majesty's Revenue and Customs (HMRC)
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Non-cash deferred tax expense from re-measurement of net deferred tax liabilities				$ 20.7
Minimum | Her Majesty's Revenue and Customs (HMRC)
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Foreign statutory tax rate				19.00%
Maximum | Her Majesty's Revenue and Customs (HMRC)
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Foreign statutory tax rate				25.00%

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Retirement Plans (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2022	Oct. 31, 2021
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Service cost	$ 192	$ 300	$ 392	$ 607
Interest cost	5,994	5,178	12,183	10,401
Expected return on plan assets	(8,038)	(10,142)	(16,422)	(20,401)
Amortization of prior service cost	(24)	(22)	(47)	(44)
Amortization of net actuarial loss	1,467	1,877	2,991	3,774
Net pension income	(409)	(2,809)	(903)	(5,663)
Employer defined benefit pension plan contributions	3,500	4,000	7,400	8,500
Defined Contribution Savings Plans [Abstract]
Employer defined contribution savings plan expense	$ 6,800	$ 6,500	$ 15,600	$ 15,600

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Debt and Available Credit Facilities (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2022	Oct. 31, 2021	Apr. 30, 2022	May 30, 2019
Long-term Debt, by Current and Noncurrent [Abstract]
Short-term portion of long-term debt	$ 25,000		$ 25,000		$ 18,750
Long-term debt, less current portion	978,683		978,683		768,277
Total debt	1,003,683		1,003,683		787,027
Unamortized debt issuance costs	300		$ 300		300
Amended and Restated RCA
Debt and Available Credit Facilities [Abstract]
Term of credit facility			5 years
Amortization of debt issuance costs	300	$ 300	$ 500	$ 500
Term Loan A Facility
Debt and Available Credit Facilities [Abstract]
Term of credit facility			5 years
Term Loan A Facility | Amended and Restated RCA
Long-term Debt, by Current and Noncurrent [Abstract]
Long-term debt, less current portion	191,925		$ 191,925		204,343
Debt and Available Credit Facilities [Abstract]
Debt instrument, face amount						$ 250,000
Revolving Credit Facility
Debt and Available Credit Facilities [Abstract]
Term of credit facility			5 years
Revolving Credit Facility | Amended and Restated RCA
Long-term Debt, by Current and Noncurrent [Abstract]
Long-term debt, less current portion	786,758		$ 786,758		$ 563,934
Debt and Available Credit Facilities [Abstract]
Amount of financing available under credit facilities						$ 1,250,000
Revolving Credit Facility | Amended and Restated RCA | Syndicate Bank Group led by Bank of America
Debt and Available Credit Facilities [Abstract]
Optional credit limit increase available on request	500,000		500,000
Minimum increments in which optional credit limit increase may be requested	50,000		50,000
Existing credit commitments	$ 464,200		$ 464,200
Revolving Credit Facility | Amended and Restated RCA | Syndicate Bank Group led by Bank of America | Minimum
Debt and Available Credit Facilities [Abstract]
Line of credit facility fee percentage			0.15%
Revolving Credit Facility | Amended and Restated RCA | Syndicate Bank Group led by Bank of America | Maximum
Debt and Available Credit Facilities [Abstract]
Line of credit facility fee percentage			0.25%
Revolving Credit Facility | LIBOR | Amended and Restated RCA | Syndicate Bank Group led by Bank of America | Minimum
Debt and Available Credit Facilities [Abstract]
Applicable margin			0.98%
Revolving Credit Facility | LIBOR | Amended and Restated RCA | Syndicate Bank Group led by Bank of America | Maximum
Debt and Available Credit Facilities [Abstract]
Applicable margin			1.50%
Revolving Credit Facility | Base Rate | Amended and Restated RCA | Syndicate Bank Group led by Bank of America | Minimum
Debt and Available Credit Facilities [Abstract]
Applicable margin			0.00%
Revolving Credit Facility | Base Rate | Amended and Restated RCA | Syndicate Bank Group led by Bank of America | Maximum
Debt and Available Credit Facilities [Abstract]
Applicable margin			0.50%
Revolving Credit Facility | Federal Funds Effective Rate | Amended and Restated RCA | Syndicate Bank Group led by Bank of America
Debt and Available Credit Facilities [Abstract]
Margin rate over reference rate used in determining base rate			0.50%
Revolving Credit Facility | Eurocurrency Rate | Amended and Restated RCA | Syndicate Bank Group led by Bank of America
Debt and Available Credit Facilities [Abstract]
Margin rate over reference rate used in determining base rate			1.00%
Line of Credit
Debt and Available Credit Facilities [Abstract]
Average interest rates on total debt outstanding	3.70%	1.92%	3.31%	1.97%
Weighted average interest rates	3.99%		3.99%		2.55%

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Derivative Instruments and Hedging Activities (Details) - USD ($) $ in Thousands				3 Months Ended		6 Months Ended
	Jun. 16, 2022	Aug. 07, 2019	Jun. 24, 2019	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2022	Oct. 31, 2021	Apr. 30, 2022
Derivative [Line Items]
Long term debt				$ 1,003,683		$ 1,003,683		$ 787,027
Unamortized debt issuance costs				300		300		300
Long term debt, percentage bearing variable interest				1,004,000		1,004,000
Interest Rate Swap | Designated as Hedging Instrument | Cash Flow Hedging
Derivative [Line Items]
Derivative liability, notional amount				400,000		400,000		500,000
Interest Rate Swap | Designated as Hedging Instrument | Cash Flow Hedging | Interest Expense
Derivative [Line Items]
Net gains (losses) reclassified from accumulated other comprehensive loss				700	$ (1,100)	300	$ (2,200)
Interest Rate Swap | Fair Value, Recurring | Fair Value, Inputs, Level 2 | Designated as Hedging Instrument | Cash Flow Hedging
Derivative [Line Items]
Derivative asset				12,600		12,600		5,800
Derivative liability								(200)
Interest Rate Swap | Fair Value, Recurring | Fair Value, Inputs, Level 2 | Designated as Hedging Instrument | Cash Flow Hedging | Other Non-current Assets
Derivative [Line Items]
Derivative asset				11,300		11,300		4,900
Interest Rate Swap | Fair Value, Recurring | Fair Value, Inputs, Level 2 | Designated as Hedging Instrument | Cash Flow Hedging | Prepaid Expenses and Other Current Assets
Derivative [Line Items]
Derivative asset				$ 1,300		$ 1,300		$ 900
Interest Rate Swap | June 2019 Interest Rate Swap (Variable Rate Loans) | Designated as Hedging Instrument
Derivative [Line Items]
Derivative liability, notional amount			$ 100,000
Fixed rate on interest rate swap agreement			1.65%
Interest Rate Swap | June 2019 Interest Rate Swap (Variable Rate Loans) | LIBOR | Designated as Hedging Instrument
Derivative [Line Items]
Interest on period, variable rate			1 month
Derivative, term of contract (in years)			3 years
Interest Rate Swap | August 2019 Interest Rate Swap (Variable Rate Loans) | Designated as Hedging Instrument
Derivative [Line Items]
Derivative liability, notional amount		$ 100,000
Fixed rate on interest rate swap agreement		1.40%
Interest Rate Swap | August 2019 Interest Rate Swap (Variable Rate Loans) | LIBOR | Designated as Hedging Instrument
Derivative [Line Items]
Interest on period, variable rate		1 month
Derivative, term of contract (in years)		3 years
Interest Rate Swap | June 2022 Interest Rate Swap Variable Rate Loans | Designated as Hedging Instrument
Derivative [Line Items]
Derivative liability, notional amount	$ 100,000
Fixed rate on interest rate swap agreement	3.50%
Interest Rate Swap | June 2022 Interest Rate Swap Variable Rate Loans | LIBOR | Designated as Hedging Instrument
Derivative [Line Items]
Interest on period, variable rate	1 month
Derivative, term of contract (in years)	3 years

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Capital Stock and Changes in Capital Accounts - Share Repurchases (Details) - $ / shares shares in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2022	Oct. 31, 2021
Class A common stock
Equity, Class of Treasury Stock [Line Items]
Shares repurchased during period (in shares)	170	183	382	312
Treasury stock acquired (in dollars per share)	$ 44.24	$ 54.54	$ 45.84	$ 55.51
Class B common stock
Equity, Class of Treasury Stock [Line Items]
Shares repurchased during period (in shares)	0	0	0	1
Treasury stock acquired (in dollars per share)	$ 44.24	$ 54.54	$ 45.84	$ 55.51

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Capital Stock and Changes in Capital Accounts - Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended		6 Months Ended
	Oct. 26, 2022	Jul. 20, 2022	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2022	Oct. 31, 2021
Dividends Payable [Line Items]
Total dividend					$ 38,749	$ 38,619
Class A common stock
Dividends Payable [Line Items]
Quarterly cash dividend (in dollars per share)			$ 0.3475	$ 0.3450	$ 0.3475	$ 0.3450
Class B common stock
Dividends Payable [Line Items]
Quarterly cash dividend (in dollars per share)			$ 0.3475	$ 0.3450	$ 0.3475	$ 0.3450
Dividend Declared in Q1 2021 | Class A common stock
Dividends Payable [Line Items]
Quarterly cash dividend (in dollars per share)		$ 0.3475
Total dividend		$ 19,400
Dividend Declared in Q1 2021 | Class B common stock
Dividends Payable [Line Items]
Quarterly cash dividend (in dollars per share)		$ 0.3475
Total dividend		$ 19,400
Dividend Declared in Q2 2021 | Class A common stock
Dividends Payable [Line Items]
Quarterly cash dividend (in dollars per share)	$ 0.3475
Total dividend	$ 19,300
Dividend Declared in Q2 2021 | Class B common stock
Dividends Payable [Line Items]
Quarterly cash dividend (in dollars per share)	$ 0.3475
Total dividend	$ 19,300

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Capital Stock and Changes in Capital Accounts - Changes in Common Stock (Details) - shares shares in Thousands	6 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Class A common stock
Changes in Common Stock [Abstract]
Number of shares, beginning of year (in shares)	70,226	70,208
Conversion of stock, shares issued (in shares)	2	3
Number of shares issued, end of period (in shares)	70,228	70,211
Changes in Common Stock in Treasury [Abstract]
Number of shares held, beginning of year (in shares)	23,515	23,419
Purchases of treasury shares (in shares)	382	312
Shares issued under the Director Plan to Directors (in shares)	(3)	(2)
Restricted shares issued from exercise of stock options (in shares)	0	(24)
Shares withheld for taxes (in shares)	100	93
Number of shares held, end of period (in shares)	23,719	23,561
Common stock, shares outstanding (in shares)	46,509	46,650
Class A common stock | Non-PSU Awards
Changes in Common Stock in Treasury [Abstract]
Restricted shares issued under stock-based compensation plans (in shares)	(125)	(129)
Class A common stock | PSU Awards
Changes in Common Stock in Treasury [Abstract]
Restricted shares issued under stock-based compensation plans (in shares)	(150)	(108)
Class B common stock
Changes in Common Stock [Abstract]
Number of shares, beginning of year (in shares)	12,956	12,974
Conversion of stock, shares issued (in shares)	(2)	(3)
Number of shares issued, end of period (in shares)	12,954	12,971
Changes in Common Stock in Treasury [Abstract]
Number of shares held, beginning of year (in shares)	3,924	3,922
Purchases of treasury shares (in shares)	0	1
Number of shares held, end of period (in shares)	3,924	3,923
Common stock, shares outstanding (in shares)	9,030	9,048

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Subsequent Events (Details) $ in Millions		3 Months Ended	6 Months Ended
	Nov. 30, 2022 USD ($)	Jan. 31, 2023 Segment	Oct. 31, 2022 USD ($) Segment	Apr. 30, 2022 USD ($)
Subsequent Event [Line Items]
Number of reportable segments | Segment			3
Unamortized debt issuance costs			$ 0.3	$ 0.3
Amended and Restated RCA
Subsequent Event [Line Items]
Term of credit facility			5 years
Subsequent Event
Subsequent Event [Line Items]
Number of reportable segments | Segment		3
Subsequent Event | Unsecured Debt | Amended and Restated RCA
Subsequent Event [Line Items]
Unamortized debt issuance costs	$ 5.0
Subsequent Event | Unsecured Debt | Amended And Restated Revolving Credit Agreement, Credit Commitments Maturing November 2027
Subsequent Event [Line Items]
Term of credit facility	5 years
Credit commitments, principal amount	$ 1,315.0
Subsequent Event | Unsecured Debt | Amended And Restated Revolving Credit Agreement, Credit Commitments Maturing May 2024
Subsequent Event [Line Items]
Existing credit commitments	$ 185.0