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JOHN WILEY SONS INC

For the period ended Oct 31, 2024. Filed Dec 6, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Oct 31, 2024 · Filed Dec 6, 2024

WLY$50.23-0.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-07-31; filed 2024-09-06.

0000107140-24-000189

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsNot meaningfulNot meaningful

Current report: 10-Q

Period ended 2024-10-31; filed 2024-12-06.

0000107140-24-000237

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 122 previous paragraphs and 196 current paragraphs.

58 unchanged; 54 reworded; 58 added; 10 removed; 0 previous and 26 current paragraphs rearranged.

Tables are not compared: 21 previous and 38 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (58)

Current report

•US GAAP Results: Consolidated Revenue of $426.6 million (-13%, compared with the prior year), decrease due to the divested businesses, Operating Income of $64.1 million (+39%, compared with the prior year), and Diluted Earnings per Share of $0.74 (+$1.09 per share, compared with the prior year diluted loss per share).

Current report

Revenue for the three months ended October 31, 2024, decreased $66.2 million, or 13%, as compared with the prior year. On a constant currency basis, revenue decreased 14% as compared with the prior year.

Current report

Excluding the cost of sales from the Held for Sale or Sold segment, cost of sales decreased 2% as compared with the prior year on a constant currency basis primarily due to lower product development related costs in both Learning and Research.

Current report

Operating and administrative expenses for the three months ended October 31, 2024 of $238.9 million decreased $13.4 million, or 5% as compared with the prior year. On a constant currency basis, operating and administrative expenses decreased 6% as compared with the prior year primarily due to lower employee related costs.

Current report

Excluding operating and administrative expenses from the Held for Sale or Sold segment, operating and administrative expenses were consistent with the prior year on a constant currency basis primarily due to lower employee related costs, offset by higher professional fees.

Current report

Operating income of $64.1 million for the three months ended October 31, 2024, increased $17.9 million or 39% as compared with the prior year on a reported basis. On a constant currency basis, operating income increased 39% as compared with prior year. The increase was primarily due to lower costs of sales, restructuring charges and operating and administrative expenses, partially offset by a decrease in revenue.

Current report

Net foreign exchange transaction losses of $(3.3) million for the three months ended October 31, 2024 were primarily due to losses on our foreign currency denominated intercompany accounts receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar.

Current report

Net foreign exchange transaction losses of $(2.4) million for the three months ended October 31, 2023 were primarily due to losses on our intercompany accounts receivable and payable balances, partially 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.

Current report

Net Gain (Loss) on Sale of Businesses, Assets, and Impairment Charges Related to Assets Held-For-Sale:

Current report

On May 31, 2024, we completed the sale of Wiley Edge which was included in our Held for Sale or Sold segment, with the exception of its India operations which sold on August 31, 2024. The total pretax loss on sale was $18.6 million. In connection with the held-for-sale classification, we recognized cumulative impairment charges of $19.4 million. Upon the completion of the sale, we recognized a net gain of $0.8 million in the six months ended October 31, 2024, which included $1.0 million in the three months ended October 31, 2024, primarily due to the sale of the India operations, partially offset by subsequent changes in the costs to sell.

Current report

In the three months ended October 31, 2024 we sold a facility which was reflected in Technology, property, and equipment, net in our Unaudited Condensed Consolidated Statements of Financial Position which resulted in a pretax loss on sale of $0.2 million.

Current report

Research revenue for the three months ended October 31, 2024 increased$4.2 million, or 2%, as compared with the prior year on a reported basis. On a constant currency basis, revenue increased 1% as compared with the prior year. Research Publishing revenue increased primarily due to gold open access and, to a lesser extent, institutional models, partially offset by a decline in legacy print and licensing revenue. Research Solutions revenue increased primarily due to managed services, databases and, to a lesser extent, career centers, partially offset by a decline in advertising. Open access article output growth was approximately 16% as compared with the prior year.

Current report

On a constant currency basis, Adjusted EBITDA increased 1% as compared with the prior year. This increase was primarily due to higher revenue and lower royalty costs, partially offset by higher professional fees, employment costs, and travel and entertainment costs.

Current report

Learning revenue increased $12.6 million, or 8%, as compared with the prior year on a reported basis. On a constant currency basis, revenue increased 7% as compared with the prior year. On a constant currency basis, excluding the $21 million content rights project for training GenAI large language models of which $4 million was recognized in the three months ended October 31, 2024, and $17 million in the three months ended July 31, 2024, Learning revenue increased 5% as compared with the prior year. Professional revenue on a constant currency basis excluding GenAI increased 8% due to an increase in print books due to an improved retail channel environment and increased sell through. Academic revenue on a constant currency basis excluding GenAI increased 3% due to licensing, inclusive access and, to a lesser extent, zyBooks digital courseware, partially offset by a decline in print books.

Current report

On a constant currency basis, adjusted corporate expenses of$43.3 million on an Adjusted EBITDA basis was consistent with the prior year. This was primarily due to higher executive severance costs in the prior year, and a decrease in employee costs, offset by higher technology related costs.

Current report

Revenue for the six months ended October 31, 2024, decreased $113.4 million, or 12%, as compared with the prior year. On a constant currency basis, revenue decreased 12% as compared with the prior year.

Current report

On a constant currency basis excluding the GenAI project as described above, Adjusted Revenue for the six months ended October 31, 2024 increased 2% as compared with the prior year.

Current report

Below is a reconciliation of our consolidated US GAAP Revenue, net to Non-GAAP Adjusted Revenue, net:

Current report

Excluding the cost of sales from the Held for Sale or Sold segment, cost of sales decreased 1% as compared with the prior year on a constant currency basis primarily due to lower product development and inventory related costs, partially offset by higher royalty costs in Learning.

Current report

For the six months ended October 31, 2024 and 2023, we recorded pretax restructuring charges of $11.2 million and $36.5 million, respectively, related to this program.

Current report

For the six months ended October 31, 2024 and 2023, we recorded pretax restructuring credits of $(3.7) million and charges of $0.7 million, respectively, related to this program.

Current report

Net Gain (Loss) on Sale of Businesses, Assets, and Impairment Charges Related to Assets Held-for-Sale:

Current report

For the six months ended October 31, 2024 and 2023, we recorded net pretax gain (loss) on sale of businesses, assets, and impairment charges related to assets held-for-sale as follows:

Current report

These charges are reflected in Net gain (loss) on sale of businesses, assets, and impairment charges related to assets held-for-sale on our Unaudited Condensed Consolidated Statements of Net Income (Loss).

Showing the first 40 of 58 passages. Open the source sections for the rest.

Removed paragraphs (10)

Previous report

Revenue for the three months ended July 31, 2024, decreased $47.2 million, or 10%, as compared with the prior year. On a constant currency basis, revenue decreased 10% as compared with the prior year.

Previous report

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

Previous report

Gains (Losses) on Sale of Businesses and Impairment Charges Related to Assets Held-for-Sale:

Previous report

As of July 31, 2024, Wiley Edge's India operations and CrossKnowledge continue to be reported as held-for-sale. We measured the CrossKnowledge disposal group at the lower of carrying value or fair value less costs to sell. In the three months ended July 31, 2024, we reduced the held-for-sale pretax impairment by $4.4 million related to CrossKnowledge. The total impairment charge for CrossKnowledge is $51.0 million, which includes $55.4 million recognized in fiscal year 2024. The reduction of the impairment was due to subsequent changes in the fair value less costs to sell resulting from the continued progression of the selling process and indications of changes in the expected consideration for the business, as well as changes in the carrying amount of the disposal group.

Previous report

Learning revenue increased $15.0 million, or 14%, as compared with the prior year on a reported basis. On a constant currency basis, revenue increased 14% as compared with the prior year. This increase was primarily due to approximately $16 million related to an executed $21 million content rights project for training GenAI large language models in both Academic and Professional and, to a lesser extent, continued growth in Academic courseware, partially offset by a decrease in print book sales. On a constant currency basis excluding the GenAI project, Learning revenue decreased 1% as compared with the prior year.
Reworded paragraphs (54)

Previous wording

On June 1, 2023, Wiley’s Board of Directors approved a plan to divest certain businesses that we determined are non-core businesses. Those businesses are University Services, Wiley Edge, and CrossKnowledge. On January 1, 2024 we completed the sale of University Services, and on May 31, 2024 we completed the sale of Wiley Edge with the exception of its India operations. The sale of Wiley Edge’s India operations closed on August 31, 2024. On August 2, 2024 we entered into an agreement to sell our CrossKnowledge business, which closed on August 31, 2024.

Current wording

On June 1, 2023, Wiley’s Board of Directors approved a plan to divest certain businesses that we determined are non-core businesses. Those businesses are University Services, Wiley Edge, and CrossKnowledge. On January 1, 2024 we completed the sale of University Services. On May 31, 2024 we completed the sale of Wiley Edge with the exception of its India operations which sold on August 31, 2024. On August 31, 2024 we completed the sale of CrossKnowledge.

Previous wording

•Held for Sale or Sold includes businesses held-for-sale including CrossKnowledge, as well as those sold in fiscal year 2025 which includes Wiley Edge, and in fiscal year 2024 University Services and Tuition Manager.

Current wording

•Held for Sale or Sold includes businesses sold in fiscal year 2025 which includes CrossKnowledge and Wiley Edge and in fiscal year 2024 which includes University Services and Tuition Manager.

Previous wording

•Adjusted Results at Constant Currency(excluding Held for Sale or Sold segment results): Adjusted Revenue of $389.6 million (+6%, compared with the prior year), Adjusted EBITDA of $72.6 million (+22%, compared with the prior year), and Adjusted EPS of $0.47 (+74%, compared with the prior year).

Current wording

•Adjusted Results at Constant Currency(excluding Held for Sale or Sold segment results): Adjusted Revenue of $423.4 million (+3%, compared with the prior year), Adjusted Operating Income of $68.8 million (+32%, compared with the prior year), Adjusted EBITDA of $105.5 million (+14%, compared with the prior year), and Adjusted EPS of $0.97 (+36%, compared with the prior year).

Previous wording

Excluding the revenues from the Held for Sale or Sold segment, Adjusted Revenue increased 6% on a constant currency basis.

Current wording

Excluding the revenues from the Held for Sale or Sold segment, Adjusted Revenue increased 3% on a constant currency basis.

Previous wording

We executed a $21 million content rights project for training GenAI large language models of which $17 million was recognized in the three months ended July 31, 2024 primarily all in the Learning segment. On a constant currency basis excluding the GenAI project, Adjusted Revenue increased 2% as compared with the prior year.

Current wording

We executed a $21 million content rights project for training GenAI large language models of which $4 million was recognized in the three months ended October 31, 2024, and $17 million in the three months ended July 31, 2024 primarilyall in the Learning segment. On a constant currency basis excluding the GenAI project, Adjusted Revenue for the three months ended October 31, 2024 increased 2% as compared with the prior year.

Previous wording

Below is a reconciliation of our consolidated US GAAP Revenue to Non-GAAP Adjusted Revenue:

Current wording

Below is a reconciliation of our consolidated US GAAP Revenue, net to Non-GAAP Adjusted Revenue, net:

Previous wording

Cost of sales for the three months ended July 31, 2024 of $109.2 million decreased $47.9 million, or 30%, as compared with the prior year. On a constant currency basis, cost of sales decreased 30% as compared with the prior year. This was primarily due to the prior year including employee and marketing costs related to the University Services business which was sold on January 1, 2024 and, to a lesser extent, lower employee costs related to the Wiley Edge business which was sold on May 31, 2024. Excluding the cost of sales from the Held for Sale or Sold segment, cost of sales increased 1% as compared with the prior year on a constant currency basis primarily due to higher royalty costs in both Research and Learning, partially offset by lower inventory and related costs.

Current wording

Cost of sales for the three months ended October 31, 2024 of $107.0 million decreased $48.6 million, or 31%, as compared with the prior year. On a constant currency basis, cost of sales decreased 32% as compared with the prior year. This was primarily due to the prior year including employee and marketing costs related to the University Services business which was sold on January 1, 2024 and, to a lesser extent, lower employee costs related to the Wiley Edge business which was sold on May 31, 2024.

Previous wording

We recorded restructuring and related charges in the three months ended July 31, 2024 and 2023 of$3.9 million and$12.1 million, respectively. These charges are reflected in Restructuring and related charges on our Unaudited Condensed Consolidated Statements of Net Loss.

Current wording

We recorded restructuring and related charges in the three months ended October 31, 2024 and 2023 of$3.6 million and$25.1 million, respectively. These charges are reflected in Restructuring and related charges on our Unaudited Condensed Consolidated Statements of Net Income (Loss).

Previous wording

Beginning in fiscal year 2023, the Company initiated a global program (Global Restructuring Program) which was expanded in fiscal year 2024 to include those actions that will focus Wiley on its leading global position in the development and application of new knowledge and drive greater profitability, growth, and cash flow. We will focus on our strongest and most profitable businesses and large market opportunities in Research and Learning, as well as streamline our organization and rightsize our cost structure to reflect these portfolio actions. Under this program, we reducedour real estate square footage occupancy by approximately 35%.

Current wording

Beginning in fiscal year 2023, the Company initiated the Global Restructuring Program which was expanded in fiscal year 2024 to include those actions that will focus Wiley on its leading global position in the development and application of new knowledge and drive greater profitability, growth, and cash flow. We will focus on our strongest and most profitable businesses and large market opportunities in Research and Learning, as well as streamline our organization and rightsize our cost structure to reflect these portfolio actions. Under this program, we reducedour real estate square footage occupancy by approximately 35%.

Previous wording

Excluding actions related to the Held for Sale or Sold segment, we anticipate to yield annualized cost savings of approximately $75 million, with approximately $70 million of that to be realized this fiscal year from actions taken starting in fiscal year 2024.

Current wording

Excluding actions related to the Held for Sale or Sold segment, we anticipate to yield annualized cost savings of approximately $80 million, with approximately $75 million of that to be realized this fiscal year from actions taken starting in fiscal year 2024.

Previous wording

For the three months ended July 31, 2024 and 2023, we recorded pretax restructuring charges of $7.5 million and $11.8 million, respectively, related to this program.

Current wording

For the three months ended October 31, 2024 and 2023, we recorded pretax restructuring charges of $3.7 million and $24.8 million, respectively, related to this program.

Previous wording

For the three months ended July 31, 2024 and 2023, we recorded pretax restructuring net credits of $(3.6) million and charges of $0.3 million, respectively, related to this program.

Current wording

For the three months ended October 31, 2024 and 2023, we recorded pretax restructuring credits of $(0.1) million and charges of $0.3 million, respectively, related to this program.

Previous wording

For the impact of our restructuring programs on diluted loss per share, see the section below, “Diluted Loss per Share.”

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

Interest expense for the three months ended July 31, 2024, was $12.8 million compared with the prior year of $11.3 million. This increase was primarily due to a higher weighted average effective interest rate.

Current wording

Interest expense for the three months ended October 31, 2024, was $14.5 million compared with the prior year of $12.9 million. This increase was primarily due to a higher weighted average effective interest rate.

Previous wording

For the three months ended July 31, 2024 and 2023, we recorded pretax gains (losses) on sale of businesses and impairment charges related to assets held-for-sale as follows:

Current wording

For the three months ended October 31, 2024 and 2023, we recorded net pretax gain (loss) on sale of businesses, assets and impairment charges related to assets held-for-sale as follows:

Previous wording

These charges are reflected in Gains (losses) on sale of businesses and impairment charges related to assets held-for-sale on our Unaudited Condensed Consolidated Statements of Net Loss.

Current wording

These charges are reflected in Net gain (loss) on sale of businesses, assets, and impairment charges related to assets held-for-sale on our Unaudited Condensed Consolidated Statements of Net Income (Loss).

Previous wording

On May 31, 2024, we completed the sale of Wiley Edge which was included in our Held for Sale or Sold segment, with the exception of its India operations. The pretax loss on sale was $19.6 million. In connection with the held-for-sale classification, we recognized cumulative impairment charges of $19.4 million in the year ended April 30, 2024. Upon the completion of the sale, we recognized an additional loss of $0.2 million in the three months ended July 31, 2024 due to subsequent changes in the fair value less costs to sell, as well as changes in the carrying amount of the disposal group.

Current wording

On August 31, 2024, we completed the sale of CrossKnowledge which was included in our Held for Sale or Sold segment. The pretax loss on sale was $51.5 million. In connection with the held-for-sale classification, we recognized cumulative impairment charges of $51.0 million. Upon the completion of the sale, we recognized an additional loss of $0.5 million in the three months ended October 31, 2024 due to subsequent changes in the fair value less costs to sell, as well as changes in the carrying amount of the disposal group.

Previous wording

In the three months ended July 31, 2023, we recorded a held-for-sale pretax impairment of $73.9 million which includes $40.6 million for University Services and $33.3 million for CrossKnowledge.

Current wording

In the three months ended October 31, 2023, we recorded a held-for-sale pretax impairment of $51.9 million which includes $34.8 million for University Services and $17.1 million for CrossKnowledge. Additionally, in the three months ended October 31, 2023, there was a reduction in the pretax loss on the sale of our Tuition Manager business previously in our Held for Sale or Sold segment due to cash received after the closing of approximately $0.5 million.

Previous wording

See Note 3, “Divestitures” for more details on the divestitures and the held-for-sale businesses.

Current wording

See Note 3, “Divestitures” for more details on the divestitures.

Previous wording

The US GAAP effective tax rate for the three months ended July 31, 2024, was 106.2% compared to 13.5% for the three months ended July 31, 2023. The US GAAP effective tax rate for the three months ended July 31, 2024 was greater than the US GAAP effective tax rate for the three months ended July 31, 2023 primarily driven by US ordinary losses for which no tax benefit can be recognized as a result of the valuation allowance recorded against the net deferred tax assets.

Current wording

The US GAAP effective tax rate for the three months ended October 31, 2024, was 17.3% compared to 11.7% for the three months ended October 31, 2023. The US GAAP effective tax rate for the three months ended October 31, 2024 was greater than the US GAAP effective tax rate for the three months ended October 31, 2023 primarily driven by US ordinary losses for which no tax benefit can be recognized as a result of the valuation allowance recorded against the net deferred tax assets.

Previous wording

The Non-GAAP Adjusted Effective Tax Rate was 23.6% for the three months ended July 31, 2024 compared to 23.8% for the three months ended July 31, 2023. The slight decrease in the Non-GAAP Adjusted Effective Tax Rate for the three months ended July 31, 2024 compared with the three months ended July 31, 2023 was primarily due to the mix of income.

Current wording

The Non-GAAP Adjusted Effective Tax Rate was 23.1% for the three months ended October 31, 2024 compared to 23.7% for the three months ended October 31, 2023. The slight decrease in the Non-GAAP Adjusted Effective Tax Rate for the three months ended October 31, 2024 compared with the three months ended October 31, 2023 was primarily due to the mix of income.

Previous wording

Diluted loss per share for the three months ended July 31, 2024 was $(0.03) per share compared with a loss per share of $(1.67) per share for the three months ended July 31, 2023. This decrease in the loss was primarily due to impairment charges related to assets held-for-sale in the prior year and, to a lesser extent, an operating loss in the prior year compared to operating income in the three months ended July 31, 2024. This was partially offset by an income tax benefit in the prior year compared to income tax expense in the three months ended July 31, 2024.

Current wording

Diluted earnings per share for the three months ended October 31, 2024 was $0.74 per share compared with a loss per share of $(0.35) per share for the three months ended October 31, 2023. This increase was primarily due to impairment charges related to assets held-for-sale in the prior year and, to a lesser extent, an increase in operating income in the three months ended October 31, 2024. This was partially offset by an income tax benefit in the prior year compared to income tax expense in the three months ended October 31, 2024.

Previous wording

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

Current wording

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

Previous wording

On a constant currency basis, Adjusted EPS increased 74% primarily due to an increase in Adjusted Operating Income.

Current wording

On a constant currency basis, Adjusted EPS increased 36% primarily due to an increase in Adjusted Operating Income.

Previous wording

On a constant currency basis, Adjusted EBITDA increased 60% as compared with the prior year. This increase was primarily due to revenue performanceand, to a lesser extent, a decrease in employee costs after recent restructuring actions and technology costs, partially offset by higher royalty costs, bad debt and marketing expenses.

Current wording

On a constant currency basis, Adjusted EBITDA increased 23% as compared with the prior year. This increase was primarily due to revenue performanceand, to a lesser extent, a decrease in employee costs after recent restructuring actions, partially offset by higher royalty costs.

Previous wording

On a constant currency basis, Adjusted EBITDA decreased $9.0 million as compared with the prior year. This decrease was primarily due to lower revenue, partially offset by lower employment and marketing costs due to the sale of the University Services and Wiley Edge businesses.

Current wording

On a constant currency basis, Adjusted EBITDA decreased $20.2 million as compared with the prior year. This decrease was primarily due to lower revenue, partially offset by lower employment and marketing costs due to the sale of the University Services and Wiley Edge businesses.

Previous wording

•US GAAP Results: Consolidated Revenue of $403.8 million (-10%, compared with the prior year), Operating Income of $29.0 million (+$45.3 million, compared with the prior year operating loss), and Diluted Loss per Share of $(0.03) (+$1.64 per share, compared with the prior year diluted loss per share).

Current wording

•US GAAP Results: Consolidated Revenue of $830.4 million (-12%, compared with the prior year), Operating Income of $93.1 million (+$63.2 million, compared with the prior year), and Diluted Earnings per Share of $0.71 ($+2.73 per share, compared with the prior year diluted loss per share).

Previous wording

Operating and administrative expenses for the three months ended July 31, 2024 of $248.8 million decreased $7.0 million, or 3% as compared with the prior year. On a constant currency basis, operating and administrative expenses decreased 3% as compared with the prior year primarily reflecting lower employee related costs.

Current wording

Operating and administrative expenses for the six months ended October 31, 2024 of $487.7 million decreased $20.4 million, or 4% as compared with the prior year. On a constant currency basis, operating and administrative expenses decreased 4% as compared with the prior year primarily reflecting lower employee related costs.

Previous wording

Excluding operating and administrative expenses from the Held for Sale or Sold segment, operating and administrative expenses increased 3% on a constant currency basis as compared with the prior year primarily due to higher technology related costs, bad debt expense, advertising and marketing costs and, to a lesser extent, higher travel and entertainment costs.

Current wording

Excluding operating and administrative expenses from the Held for Sale or Sold segment, operating and administrative expenses increased 1% on a constant currency basis as compared with the prior year primarily due to higher professional fees, travel and entertainment costs, and advertising and marketing costs, partially offset by lower employment costs and, to a lesser extent, lower technology related costs, depreciation, and facility costs.

Previous wording

We recorded an impairment of goodwill for the three months ended July 31, 2023 of $26.7 million. This charge is reflected in the Impairment of goodwill in the Unaudited Condensed Consolidated Statements of Net Loss.

Current wording

We recorded an impairment of goodwill for the six months ended October 31, 2023, of $26.7 million. This charge is reflected in the Impairment of goodwill in the Unaudited Condensed Consolidated Statements of Net Income (Loss).

Previous wording

See Note 9, “Restructuring and Related Charges” for more details on the Business Optimization Program net credits and charges.

Current wording

See Note 9, “Restructuring and Related Charges” for more details on the Business Optimization Program credits and charges.

Previous wording

Amortization of intangible assets was $12.9 million for the three months ended July 31, 2024, a decrease of $2.7 million, or 17%, as compared with the prior year. On a constant currency basis, amortization of intangible assets decreased 17% as compared with the prior year primarily due to the cessation of amortization for held-for-sale assets and, to a lesser extent, the completion of amortization of certain acquired intangible assets. See Note 3, “Divestitures” for more details on these held-for-sale assets.

Current wording

Amortization of intangible assets was $25.9 million for the six months ended October 31, 2024, a decrease of$3.3 million, or 11%, as compared with the prior year. On a constant currency basis, amortization of intangible assets decreased 12% as compared with the prior year primarily due to the cessation of amortization for held-for-sale assets and, to a lesser extent, the completion of amortization of certain acquired intangible assets. See Note 3, “Divestitures” for more details on these divestitures.

Previous wording

Our operating income was $29.0 million for the three months ended July 31, 2024, compared with the prior year operating loss of $16.4 million. The increase was primarily due to lower costs of sales, and a goodwill impairment in the three months ended July 31, 2023, partially offset by a decrease in revenue.

Current wording

Operating income of $93.1 million for the six months ended October 31, 2024, increased$63.2 million compared with the prior year. The increase was primarily due to lower costs of sales, restructuring charges, a goodwill impairment in thesix months ended October 31, 2023, and lower operating and administrative expenses, partially offset by a decrease in revenue.

Previous wording

Adjusted OI on a constant currency basis increased 83% as compared with the prior year. The increase in Adjusted OI was primarily due to an increase in Adjusted Revenue, partially offset by higher operating and administrative expenses.

Current wording

Adjusted OI on a constant currency basis increased 46% as compared with the prior year. The increase in Adjusted OI was primarily due to an increase in Adjusted Revenue and, to a lesser extent, lower costs of sales, partially offset by higher operating and administrative expenses.

Previous wording

Adjusted EBITDA on a constant currency basis increased 22% as compared with the prior year primarily due to an increase in Adjusted Revenue, partially offset by higher operating and administrative expenses.

Current wording

Adjusted EBITDA on a constant currency basis increased 17% as compared with the prior year primarily due to an increase in Adjusted Revenue, partially offset by higher operating and administrative expenses and, to a lesser extent higher cost of sales.

Previous wording

Foreign exchange transaction gains of $0.2 million for the three months ended July 31, 2024 were primarily due to gains on our foreign currency denominated intercompany accounts receivable and payable balances, offset by losses on our third-party receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar. In fiscal year 2023 due to the closure of our operations in Russia, the Russia entity was deemed substantially liquidated. In the three months ended July 31, 2024, we wrote off an additional $0.5 million cumulative translation adjustment in earnings.

Current wording

Net foreign exchange transaction losses of $(3.1) million for the six months ended October 31, 2024 were primarily due to losses on our third-party receivable and payable balances and, to a lesser extent, losses on our foreign currency denominated intercompany accounts receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar. In the six months ended October 31, 2024, we wrote off an additional net $0.3 million in cumulative translation adjustments in earnings due to the closure of our operations in Russia.

Previous wording

Foreign exchange transaction losses of $1.6 million for the three months ended July 31, 2023 were primarily due to losses on our third-party accounts receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar. In the three months ended July 31, 2023, we wrote off an additional $0.9 million cumulative translation adjustment in earnings related to the closure of our operations in Russia.

Current wording

Foreign exchange transaction losses of $(4.0) million for the six months ended October 31, 2023 were primarily due to losses on our intercompany accounts receivable and payable balances and, to a lesser extent, 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. In fiscal year 2023, due to the closure of our operations in Russia, our Russian entity was deemed substantially liquidated. As a result, cumulative translation adjustments associated with that entity were recognized. In the six months ended October 31, 2023, we wrote off an additional $1.0 million in cumulative translation adjustments from our Russian entity.

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Rearranged current paragraphs (26)

Current report — wording carried from elsewhere

See Note 9, “Restructuring and Related Charges” for more details on the Business Optimization Program charges.

Current report — wording carried from elsewhere

Amortization of intangible assets was $12.9 million for the three months ended October 31, 2024, a decrease of $0.6 million, or 5%, as compared with the prior year. On a constant currency basis, amortization of intangible assets decreased 6% as compared with the prior year primarily due to the completion of amortization of certain acquired intangible assets.

Current report — wording carried from elsewhere

Adjusted OI on a constant currency basis increased 32% as compared with the prior year. The increase in Adjusted OI was primarily due to an increase in Adjusted Revenue and, to a lesser extent, lower cost of sales.

Current report — wording carried from elsewhere

Adjusted EBITDA on a constant currency basis increased 14% as compared with the prior year primarily due to an increase in Adjusted Revenue.

Current report — wording carried from elsewhere

Revenue for Held for Sale or Sold decreased $83.0 million, or 96%, as compared with the prior year on a reported basis. On a constant currency basis, revenue decreased 96% as compared with the prior year. This was primarily due to a decrease in University Services revenue due to the sale of the business on January 1, 2024, placement revenues due to the sale of the Wiley Edge business on May 31, 2024 and, to a lesser extent, a decrease in CrossKnowledge revenue due to the sale of the business on August 31, 2024.

Current report — wording carried from elsewhere

•Adjusted Results at Constant Currency(excluding Held for Sale or Sold segment results): Adjusted Revenue of $813.0 million (+5%, compared with the prior year), Adjusted Operating Income of $104.2 million (+46%, compared with the prior year), Adjusted EBITDA of $178.2 million (+17%, compared with the prior year), and Adjusted EPS of $1.44 (+47%, compared with the prior year).

Current report — wording carried from elsewhere

Excluding the revenues from the Held for Sale or Sold segment, Adjusted Revenue increased 5% on a constant currency basis.

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

Cost of sales for the six months ended October 31, 2024 of$216.2 million decreased $96.5 million, or 31%, as compared with the prior year. On a constant currency basis, cost of sales decreased 31% as compared with the prior year. This was primarily due to the prior year including employee and marketing costs related to the University Services business which was sold on January 1, 2024 and, to a lesser extent, lower employee costs related to the Wiley Edge business which was sold on May 31, 2024.

Current report — wording carried from elsewhere

We recorded restructuring and related charges in the six months ended October 31, 2024 and 2023 of$7.5 million and$37.2 million, respectively. These charges are reflected in Restructuring and related charges on our Unaudited Condensed Consolidated Statements of Net Income (Loss).

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

See Note 9, “Restructuring and Related Charges” for more details on the Global Restructuring Program charges.

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

Interest expense for the six months ended October 31, 2024, was $27.3 million compared with the prior year of $24.3 million. This increase was primarily due to a higher weighted average effective interest rate.

Current report — wording carried from elsewhere

See Note 3, “Divestitures” for more details on the divestitures.

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

The US GAAP effective tax rate for the six months ended October 31, 2024, was 45.8% compared to 13.2% for the six months ended October 31, 2023. The US GAAP effective tax rate for the six months ended October 31, 2024 was greater than the US GAAP effective tax rate for the six months ended October 31, 2023 primarily driven by US ordinary losses for which no tax benefit can be recognized as a result of the valuation allowance recorded against the net deferred tax assets.

Current report — wording carried from elsewhere

The Non-GAAP Adjusted Effective Tax Rate was 23.3% for the six months ended October 31, 2024 compared to 23.7% for the six months ended October 31, 2023. The slight decrease in the Non-GAAP Adjusted Effective Tax Rate for the six months ended October 31, 2024 compared with the six months ended October 31, 2023 was primarily due to the mix of income.

Current report — wording carried from elsewhere

Diluted earnings per share for the six months ended October 31, 2024 was$0.71 per share compared with a loss per share of$(2.02) per share for the six months ended October 31, 2023. This increase was primarily due to impairment charges related to assets held-for-sale in the prior year and, to a lesser extent, an increase in operating income, partially offset by an income tax benefit in the prior year compared to income tax expense in the six months ended October 31, 2024.

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

On a constant currency basis, Adjusted EBITDA increased 33% as compared with the prior year. This increase was primarily due to revenue performanceand, to a lesser extent, a decrease in employee costs after recent restructuring actions, partially offset by higher royalty costs.

Current report — wording carried from elsewhere

On a constant currency basis, Adjusted EBITDA decreased $29.2 million as compared with the prior year. This decrease was primarily due to lower revenue, partially offset by lower employment and marketing costs due to the sale of the University Services and Wiley Edge businesses.