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JOHN WILEY SONS INC

For the period ended Jan 31, 2025. Filed Mar 7, 2025.

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.

Jan 31, 2025 · Filed Mar 7, 2025

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

0000107140-24-000237

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

Current report: 10-Q

Period ended 2025-01-31; filed 2025-03-07.

0000107140-25-000018

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 196 previous paragraphs and 200 current paragraphs.

94 unchanged; 78 reworded; 26 added; 18 removed; 6 previous and 2 current paragraphs rearranged.

Tables are not compared: 38 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 (26)

Current report

On a constant currency basis excluding the $9 million content rights project for training GenAI large language models, Adjusted Revenue for the three months ended January 31, 2025 decreased 1% as compared with the prior year.

Current report

As a result of signing a stock and asset purchase agreement to sell Wiley Edge (Edge Agreement) with Inspirit Vulcan Bidco Limited, a private limited company incorporated in England & Wales, and the decrease in the fair value of the business, we tested the goodwill of the Wiley Edge reporting unit within the Held for Sale or Sold segment for impairment. We concluded that the carrying value of the Wiley Edge reporting unit was above its fair value which resulted in a pretax noncash goodwill impairment of $81.7 million in the three months ended January 31, 2024. Such impairment reduced the goodwill of the Wiley Edge reporting unit to zero.

Current report

Net foreign exchange transaction gains of $0.5 million for the three months ended January 31, 2024 were primarily due to gains on our foreign currency denominated intercompany accounts receivable and payable balances, partially offset by losses on our third-party receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar.

Current report

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

Current report

In the three months ended January 31, 2024, we recorded a held-for-sale pretax impairment of$26.4 million which includes$20.6 million for Wiley Edge and$5.8 million for CrossKnowledge. The initial pretax loss on the sale of University Services was $101.4 million. Prior to the disposition, we had recorded a held-for-sale impairment of $75.4 million which resulted in an additional loss of $26.0 million in the three months ended January 31, 2024.

Current report

Diluted loss per share for the three months ended January 31, 2025 was $(0.43) per share compared with a loss per share of $(2.08) per share for the three months ended January 31, 2024. This increase was primarily due to operating income for the three months ended January 31, 2025 compared to an operating loss in the prior year, a decrease in the net loss on sale of businesses, and impairment charges related to assets held-for-sale, partially offset by an increase in the income tax provision in the three months ended January 31, 2025 compared to the three months ended January 31, 2024.

Current report

Research revenue for the three months ended January 31, 2025 increased$11.3 million, or 4%, as compared with the prior year on a reported basis. On a constant currency basis, Research revenue increased 5% as compared with the prior year. This increase was due to a content rights project for training GenAI large language models, author funded open access and, to a lesser extent, audience solutions, partially offset by institutional models. In the three months ended January 31, 2025 we recognized $9 million of GenAI revenue due to expanding a previously executed content licensing project for training. On a constant currency basis excluding GenAI revenue, Research revenue increased 2% as compared with the prior year. Open access article output growth was approximately 12% as compared with the prior year.

Current report

On a constant currency basis, Adjusted EBITDA increased 12% as compared with the prior year. This increase was primarily due to higher revenue, partially offset by higher employment costs.

Current report

Learning revenue decreased $9.3 million, or 6%, as compared with the prior year on a reported basis. On a constant currency basis, revenue decreased 6% as compared with the prior year. Academic revenue decreased due to lower licensing revenue and, to a lesser extent, a decrease in digital content sales, partially offset by an increase in zyBooks digital courseware. Professional revenue decreased due to lower licensing revenue, partially offset by an increase in print and digital content sales.

Current report

Revenue for Held for Sale or Sold decreased $58.2 million as compared with the prior year due to the sale of the University Services, Wiley Edge, and CrossKnowledge businesses.

Current report

On a constant currency basis, Adjusted EBITDA decreased $4.1 million as compared with the prior year due to the sale of the University Services, Wiley Edge, and CrossKnowledge businesses.

Current report

On a constant currency basis, adjusted corporate expenses of$42.2 million on an Adjusted EBITDA basis increased 9% with the prior year. This was primarily due to an increase in enterprise modernization and consulting fees related to strategic initiatives, including the re-engineering of our cost structure.

Current report

RESULTS OF OPERATIONS – NINE MONTHS ENDED JANUARY 31, 2025

Current report

On a constant currency basis excluding $30 million in content rights projects for training GenAI large language models, Adjusted Revenue for the nine months ended January 31, 2025 increased 1% as compared with the prior year.

Current report

As a result of signing the Edge Agreement and the decrease in the fair value of the business, we tested the goodwill of the Wiley Edge reporting unit within the Held for Sale or Sold segment for impairment. We concluded that the carrying value of the Wiley Edge reporting unit was above its fair value which resulted in a pretax noncash goodwill impairment of approximately $81.7 million. Such impairment reduced the goodwill of the Wiley Edge reporting unit to zero.

Current report

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

Current report

We are required to prepare our Unaudited Condensed Consolidated Financial Statements in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) which is the source for all authoritative US GAAP. The FASB ASC is subject to updates by the FASB, which are known as Accounting Standards Updates (ASU). See Note 2, "Recent Accounting Standards" of Part I, Item 1, "Notes to Unaudited Condensed Consolidated Financial Statements" for further information.
Removed paragraphs (18)

Previous 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.

Previous report

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 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.

Previous report

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

Previous 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.

Previous 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.

Previous 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.

Previous report

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.

Previous 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.

Previous report

RESULTS OF OPERATIONS – SIX MONTHS ENDED OCTOBER 31, 2024

Previous 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.

Previous report

Net Gain (Loss) on Sale of Businesses, Assets, and Impairment Charges Related to Assets Held-for-Sale:
Reworded paragraphs (78)

Previous wording

•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 wording

•US GAAP Results: Consolidated Revenue of $404.6 million (-12%, compared with the prior year), decrease due to the divested businesses, Operating Income of $51.8 million ($+98.2 million, compared with the prior year operating loss), and Diluted Loss per Share of $(0.43) (+$1.65 per share, compared with the prior year diluted loss per share).

Previous wording

•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 wording

•Adjusted Results at Constant Currency(excluding Held for Sale or Sold segment results): Adjusted Revenue of $404.6 million (+1%, compared with the prior year), Adjusted Operating Income of $57.4 million (+27%, compared with the prior year), Adjusted EBITDA of $93.9 million (+4%, compared with the prior year), and Adjusted EPS of $0.84 (+39%, compared with the prior year).

Previous wording

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 wording

Revenue for the three months ended January 31, 2025, decreased $56.1 million, or 12%, as compared with the prior year. On a constant currency basis, revenue decreased 12% as compared with the prior year.

Previous wording

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

Current wording

Excluding the revenues from the Held for Sale or Sold segment, Adjusted Revenue increased 1% on a constant currency basis.

Previous 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.

Current wording

Cost of sales for the three months ended January 31, 2025 of $104.2 million decreased $39.4 million, or 27%, as compared with the prior year. On a constant currency basis, cost of sales decreased 27% 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

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 wording

Excluding the cost of sales from the Held for Sale or Sold segment, cost of sales decreased 4% as compared with the prior year on a constant currency basis primarily due to lower royalty costs and, to a lesser extent, lower product development and print product costs.

Previous wording

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 wording

Operating and administrative expenses for the three months ended January 31, 2025 of $230.0 million decreased $23.4 million, or 9% as compared with the prior year. On a constant currency basis, operating and administrative expenses decreased 9% as compared with the prior year primarily due to lower employee related costs and, to a lesser extent, lower depreciation, and technology related costs, partially offset by higher professional fees.

Previous wording

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 wording

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

Previous 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).

Current wording

We recorded restructuring and related charges in the three months ended January 31, 2025 and 2024 of$5.6 million and$14.8 million, respectively. These charges are reflected in Restructuring and related charges on our Unaudited Condensed Consolidated Statements of Net (Loss) Income.

Previous 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.

Current wording

Excluding actions related to the Held for Sale or Sold segment, we anticipate to yield annualized cost savings of approximately $90 million, with approximately $80 million of that to be realized this fiscal year from actions taken starting in fiscal year 2024.

Previous 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.

Current wording

For the three months ended January 31, 2025 and 2024, we recorded pretax restructuring charges of $5.6 million and $14.4 million, respectively, related to this program.

Previous wording

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

Current wording

With the completion of our divestitures, we are now focused on optimizing our cost structure, with particular emphasis on aligning our technology costs and other corporate expenses. As a result of these initiatives, we expect to incur additional restructuring charges in future periods, as well ongoing facility-related costs associated with certain properties.

Previous 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.

Current wording

For the three months ended January 31, 2025 and 2024, we recorded pretax restructuring credits of less than $(0.1) million and charges of $0.4 million, respectively, related to this program.

Previous wording

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

Current wording

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

Previous wording

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 wording

Amortization of intangible assets was $13.0 million for the three months ended January 31, 2025, a decrease of $0.5 million, or 4%, as compared with the prior year. On a constant currency basis, amortization of intangible assets decreased 3% as compared with the prior year primarily due to the completion of amortization of certain acquired intangible assets.

Previous wording

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 wording

Operating income was $51.8 million for the three months ended January 31, 2025, compared with the prior year operating loss of $46.4 million. The increase was primarily due to the $81.7 million impairment of goodwill in the prior year, lower costs of sales, and operating and administrative expenses, partially offset by a decrease in revenue.

Previous wording

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 wording

Adjusted OI on a constant currency basis increased 27% 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 andoperating and administrative expenses.

Previous 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.

Current wording

Adjusted EBITDA on a constant currency basis increased 4% as compared with the prior year primarily due to an increase in Adjusted Revenue and, to a lesser extent, lower cost of sales, partially offset by higher operating and administrative expenses.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous 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.

Current wording

Interest expense for the three months ended January 31, 2025, was $14.0 million compared with the prior year of $13.3 million. This increase was primarily due to a higher weighted average effective interest rate.

Previous wording

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 wording

Net foreign exchange transaction losses of $(4.2) million for the three months ended January 31, 2025 were primarily due to losses on our foreign currency denominated 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.

Previous 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:

Current wording

For the three months ended January 31, 2025 and 2024, we recorded net pretax loss on sale of businesses, assets and impairment charges related to assets held-for-sale as follows:

Previous 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).

Current wording

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

Previous 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.

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 $51.2 million. In connection with the held-for-sale classification, we recognized cumulative impairment charges of $51.0 million which included $55.4 million recognized in fiscal year 2024 and a reduction of $4.4 million in the first quarter of fiscal year 2025. Upon the completion of the sale, we recognized a net gain of $4.2 million in the nine months ended January 31, 2025 due to subsequent changes in the fair value less costs to sell, as well as changes in the carrying amount of the disposal group. We recognized a net gain of $0.3 million in the three months ended January 31, 2025 due to subsequent changes in the carrying amount of the disposal group.

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 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 in the year ended April 30, 2024. 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 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 which sold on August 31, 2024. The total pretax loss on sale was $34.2 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 loss of $14.8 million in the nine months ended January 31, 2025 primarily due to subsequent changes in the fair value less costs to sell, partially offset by the sale of the India operations. We recognized a net loss of $15.6 million in the three months ended January 31, 2025 due to subsequent changes in the fair value less costs to sell. In the three months ended January 31, 2025, we reduced the fair value of the Wiley Edge Earnout from $15.0 million at the time of sale to zero. See Note 3, "Divestitures" for further details.

Previous wording

On January 1, 2024 we completed the sale of University Services, which was included in our Held for Sale or Sold segment. The pretax loss on sale was $105.6 million which was reduced during the six months ended October 31, 2024 due to third-party customer consents and working capital adjustments of $1.5 million that occurred in the first quarter of fiscal year 2025. In thesix months ended October 31, 2024, 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 of $0.1 million due to a selling price adjustment for cash received after the closing.

Current wording

On January 1, 2024, we completed the sale of University Services, which was included in our Held for Sale or Sold segment. The pretax loss on sale was $106.2 million which was reduced by $0.9 million during the nine months ended January 31, 2025 due to third-party customer consents, and working capital adjustments, partially offset by subsequent changes in the costs to sell. We recognized a loss of $0.6 million in the three months ended January 31, 2025 due to subsequent changes in the costs to sell.

Previous wording

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 wording

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:

Previous 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.

Current wording

The US GAAP effective tax rate for the three months ended January 31, 2025, was 222.9% compared to (1.4)% for the three months ended January 31, 2024. The US GAAP effective tax rate for the three months ended January 31, 2025 was greater than the US GAAP effective tax rate for the three months ended January 31, 2024 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 23.1% 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.

Current wording

The Non-GAAP Adjusted Effective Tax Rate was 21.6% for the three months ended January 31, 2025 compared to 25.5% for the three months ended January 31, 2024. The decrease in the Non-GAAP Adjusted Effective Tax Rate for the three months ended January 31, 2025 compared with the three months ended January 31, 2024 was primarily due to the mix of income and the impact of a discrete item related to the release of a tax reserve.

Previous 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.”

Current 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 for Income Taxes.”

Previous wording

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

Current wording

On a constant currency basis, Adjusted EPS increased 39% primarily due to an increase in Adjusted Operating Income and, to a lesser extent, a lower Adjusted Effective Tax Rate, and an increase in interest income.

Previous wording

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.

Current wording

On a constant currency basis, Adjusted EBITDA decreased 5% as compared with the prior year. This decrease was primarily due to lower revenuesand, to a lesser extent, an increase in employee costs, partially offset by lower royalty costs and a decrease in technology related costs.

Previous 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).

Current wording

•US GAAP Results: Consolidated Revenue of $1,235.0 million (-12%, compared with the prior year), Operating Income of $144.9 million (+$161.5 million, compared with the prior year operating loss), and Diluted Earnings per Share of $0.29 ($+4.39 per share, compared with the prior year diluted loss per share).

Previous 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).

Current wording

•Adjusted Results at Constant Currency(excluding Held for Sale or Sold segment results): Adjusted Revenue of $1,217.6 million (+3%, compared with the prior year), Adjusted Operating Income of $161.6 million (+38%, compared with the prior year), Adjusted EBITDA of $272.0 million (+12%, compared with the prior year), and Adjusted EPS of $2.28 (+43%, compared with the prior year).

Previous wording

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 wording

Cost of sales for the nine months ended January 31, 2025 of$320.4 million decreased $135.9 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.

Previous wording

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 wording

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 and inventory related costs, partially offsetby higher royalty costs in Learning.

Previous 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.

Current wording

Operating and administrative expenses for the nine months ended January 31, 2025 of $717.7 million decreased $43.8 million, or 6% as compared with the prior year. On a constant currency basis, operating and administrative expenses decreased 6% as compared with the prior year primarily reflecting lower employee related costs and, to a lesser extent, lower depreciation and amortization, and technology related costs, partially offset by higher professional fees.

Previous 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.

Current wording

Excluding operating and administrative expenses from the Held for Sale or Sold segment, operating and administrative expenses on a constant currency basis was consistent with the prior year primarily due to higher professional fees and, to a lesser extent, travel and entertainment costs, offset by lower depreciation and amortization, technology related costs, and employment costs.

Previous 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).

Current wording

We recorded an impairment of goodwill for the nine months ended January 31, 2024, of $108.4 million. This charge is reflected in the Impairment of goodwill in the Unaudited Condensed Consolidated Statements of Net (Loss) Income.

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Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

We recorded an impairment of goodwill in the three months ended January 31, 2024 of $81.7 million. This charge is reflected in the Impairment of goodwill in the Unaudited Condensed Consolidated Statements of Net (Loss) Income.

Current report — wording carried from elsewhere

Revenue for the nine months ended January 31, 2025, decreased $169.5 million, or 12%, as compared with the prior year. On a constant currency basis, revenue decreased 12% as compared with the prior year.
Rearranged previous paragraphs (6)

Previous report — wording carried elsewhere

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.

Previous report — wording carried elsewhere

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.

Previous report — wording carried elsewhere

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 report — wording carried elsewhere

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

Previous report — wording carried elsewhere

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 which included $55.4 million recognized in fiscal year 2024 and a reduction of $4.4 million in the three months ended July 31, 2024. Upon completion of the sale, we recognized a net reduction in the loss of $3.9 million in thesix months ended October 31, 2024.

Previous report — wording carried 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.