jwa-20250131

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 January 31, 2025


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 February 28, 2025 were:

Class A, par value $1.00 – 44,892,855

Class B, par value $1.00 – 8,958,212

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 January 31, 202 5 and as of April 30, 2024	5

	Condensed Consolidated Statements of Net (Loss) Inc ome – Unaudited for the three and nine months ended January 31, 2025 and 2024	6

	Condensed Consolidated Statements of Comprehensive (Loss) Income – Unaudited for the three and nine months ended January 31, 202 5 and 202 4	7

	Condensed Consolidated Statements of Cash Flows – Unaudited for the nine months ended January 31, 202 5 and 202 4	8

	Condensed Consolidated Statements of Shareholders' Equity – Unaudited for the three and nine months ended January 31, 202 5 and 202 4	9

	Notes to Unaudited Condensed Consolidated Financial Statements
	Note 1. Basis of Presentation	10
	Note 2. Recent Accounting Standards	10
	Note 3. Divestitures	12
	Note 4. Revenue Recognition, Contracts with Customers	16
	Note 5. Operating Leases	20
	Note 6. Stock-Based Compensation	22
	Note 7. Accumulated Other Comprehensive Loss	24
	Note 8. Reconciliation of Weighted Average Shares Outstanding	25
	Note 9. Restructuring and Related Charges	26
	Note 10. Segment Information	28
	Note 11. Inventories	29
	Note 12. Goodwill and Intangible Assets	30
	Note 13. Income Taxes	32
	Note 14. Retirement Plans	32
	Note 15. Debt and Available Credit Facilities	33
	Note 16. Derivative Instruments and Hedging Activities	34
	Note 17. Capital Stock and Changes in Capital Accounts	35
	Note 18. Commitments and Contingencies	36

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	61

Item 4.	Controls and Procedures	62

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	63

Item 1A.	Risk Factors	63

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	63

Item 5.	Other Information	63

Item 6.	Exhibits	64

SIGNATURES		65

INDEX

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

This report contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 concerning our business, consolidated financial condition, and results of operations. The Securities and Exchange Commission (SEC) encourages companies to disclose forward-looking information so that investors can better understand a company’s prospects and make informed investment decisions. Forward-looking statements are subject to risks and uncertainties, many of which are outside our control, which could cause actual results to differ materially from these statements. Therefore, you should not rely on any of these forward-looking statements. Forward-looking statements can be identified by such words as “anticipates,” “believes,” “plan,” “assumes,” “could,” “should,” “estimates,” “expects,” “intends,” “potential,” “seek,” “predict,” “may,” “will,” and similar references to future periods. All statements other than statements of historical facts included in this report regarding our strategies, prospects, financial condition, operations, costs, plans, and objectives are forward-looking statements. Examples of forward-looking statements include, among others, 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 2025 in connection with our multiyear Global Restructuring Program and completed dispositions; (xi) cyber risk and the failure to maintain the integrity of our operational or security systems or infrastructure, or those of third parties with which we do business; (xii) as a result of acquisitions, we have and may record a significant amount of goodwill and other identifiable intangible assets and we may never realize the full carrying value of these assets; (xiii) our ability to leverage artificial intelligence technologies in our products and services, including generative artificial intelligence, large language models, machine learning, and other artificial intelligence tools; and (xiv) 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 on Form 10-Q for important factors that we believe could cause actual results to differ materially from those in our forward-looking statements. Any forward-looking statement made by us in this report is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Non-GAAP Financial Measures:

We present financial information that conforms to Generally Accepted Accounting Principles in the United States of America (US GAAP). We also present financial information that does not conform to US GAAP, which we refer to as non-GAAP.

In this report, we may present the following non-GAAP performance measures:

•Adjusted Earnings Per Share (Adjusted EPS);

•Free Cash Flow less Product Development Spending;

•Adjusted Revenue;

•Adjusted Operating Income and margin;

•Adjusted Income Before Taxes;

•Adjusted Income Tax Provision;

•Adjusted Effective Tax Rate;

•EBITDA (earnings before interest, taxes, depreciation and amortization), Adjusted EBITDA and margin;

•Organic revenue; and

•Results on a constant currency basis.

INDEX

Management uses these non-GAAP performance measures as supplemental indicators of our operating performance and financial position as well as for internal reporting and forecasting purposes, when publicly providing our outlook, to evaluate our performance and calculate incentive compensation. We present these non-GAAP performance measures in addition to US GAAP financial results because we believe that these non-GAAP performance measures provide useful information to certain investors and financial analysts for operational trends and comparisons over time. The use of these non-GAAP performance measures may also provide a consistent basis to evaluate operating profitability and performance trends by excluding items that we do not consider to be controllable activities for this purpose.

The performance metric used by our chief operating decision maker to evaluate performance of our reportable segments is Adjusted Operating Income. We present both Adjusted Operating Income and Adjusted EBITDA for each of our reportable segments as we believe Adjusted EBITDA provides additional useful information to certain investors and financial analysts for operational trends and comparisons over time. It removes the impact of depreciation and amortization expense, as well as presents a consistent basis to evaluate operating profitability and compare our financial performance to that of our peer companies and competitors.

For example:

•Adjusted EPS, Adjusted Revenue, Adjusted Operating Income and margin, Adjusted Income Before Taxes, Adjusted Income Tax Provision, Adjusted Effective Tax Rate, EBITDA, Adjusted EBITDA and margin, and organic revenue (excluding acquisitions) provide a more comparable basis to analyze operating results and earnings and are measures commonly used by shareholders to measure our performance.

•Free Cash Flow less Product Development Spending helps assess our ability, over the long term, to create value for our shareholders as it represents cash available to repay debt, pay common stock dividends, and fund share repurchases and acquisitions.

•Results on a constant currency basis remove distortion from the effects of foreign currency movements to provide better comparability of our business trends from period to period. We measure our performance excluding the impact of foreign currency (or at constant currency), which means that we apply the same foreign currency exchange rates for the current and equivalent prior period.

In addition, we have historically provided these or similar non-GAAP performance measures and understand that some investors and financial analysts find this information helpful in analyzing our operating margins and net income, and in comparing our financial performance to that of our peer companies and competitors. Based on interactions with investors, we also believe that our non-GAAP performance measures are regarded as useful to our investors as supplemental to our US GAAP financial results, and that there is no confusion regarding the adjustments or our operating performance to our investors due to the comprehensive nature of our disclosures.

Non-GAAP performance measures do not have standardized meanings prescribed by US GAAP and therefore may not be comparable to the calculation of similar measures used by other companies and should not be viewed as alternatives to measures of financial results under US GAAP. The adjusted metrics have limitations as analytical tools, and should not be considered in isolation from, or as a substitute for, US GAAP information. It does not purport to represent any similarly titled US GAAP information and is not an indicator of our performance under US GAAP. Non-GAAP financial metrics that we present may not be comparable with similarly titled measures used by others. Investors are cautioned against placing undue reliance on these non-GAAP measures.

INDEX

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

JOHN WILEY & SONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION – UNAUDITED

In thousands


	January 31, 2025		April 30, 2024
Assets:
Current assets
Cash and cash equivalents	$	104,510	$	83,249
Accounts receivable, net of allowance for credit losses of $15.1 million and $17.3 million, respectively	184,672		224,198
Inventories, net	25,305		26,219
Prepaid expenses and other current assets	80,277		85,954
Current assets held-for-sale	—		34,422
Total current assets	394,764		454,042

Technology, property and equipment, net	164,502		192,438
Intangible assets, net	572,123		615,694
Goodwill	1,079,175		1,091,368
Operating lease right-of-use assets	66,947		69,074
Other non-current assets	322,341		283,719
Non-current assets held-for-sale	—		19,160
Total assets	$	2,599,852	$	2,725,495

Liabilities and shareholders' equity:
Current liabilities
Accounts payable	$	53,220	$	55,659
Accrued royalties	156,271		97,173
Short-term portion of long-term debt	10,000		7,500
Contract liabilities	313,278		483,778
Accrued employment costs	74,307		96,980
Short-term portion of operating lease liabilities	17,969		18,294
Other accrued liabilities	92,213		76,266
Current liabilities held-for-sale	—		37,632
Total current liabilities	717,258		873,282

Long-term debt	877,205		767,096
Accrued pension liability	69,647		70,832
Deferred income tax liabilities	94,567		97,186
Operating lease liabilities	83,602		94,386
Other long-term liabilities	72,329		71,760
Long-term liabilities held-for-sale	—		11,237
Total liabilities	1,914,608		1,985,779
Commitments and contingencies (Note 18)
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 - 70,289 and 70,259 as of January 31, 2025 and April 30, 2024, respectively	70,289		70,259
Class B common stock, $1 par value per share: Authorized shares - 72 million, Issued shares - 12,893 and 12,923 as of January 31, 2025 and April 30, 2024, respectively	12,893		12,923
Additional paid-in-capital	482,367		474,406
Retained earnings	1,541,990		1,583,348
Accumulated other comprehensive loss, net of tax	(519,399)		(528,439)
Less treasury shares at cost (Class A – 25,403 and 24,828 as of January 31, 2025 and April 30, 2024, respectively; Class B – 3,930 and 3,928 as of January 31, 2025 and April 30, 2024, respectively)	(902,896)		(872,781)
Total shareholders’ equity	685,244		739,716
Total liabilities and shareholders' equity	$	2,599,852	$	2,725,495