John Wiley & Sons Inc. Annual Report 2023

Plain-text annual report

IndexUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549FORM 10-K(Mark One)xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended: April 30 , 2023ORoTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _________ to _________Commission file number 001-11507JOHN WILEY & SONS, INC.(Exact name of Registrant as specified in its charter)New York13-5593032State or other jurisdiction of incorporation or organizationI.R.S. Employer Identification No.111 River Street , Hoboken , NJ07030Address of principal executive officesZip Code( 201 ) 748-6000Registrant’s telephone number including area codeSecurities registered pursuant to Section 12(b) of theAct:Title of each classTrading SymbolName of each exchange on which registeredClass A Common Stock, par value $1.00 per shareWLYNew York Stock ExchangeClass B Common Stock, par value $1.00 per shareWLYBNew York Stock ExchangeSecurities registered pursuant to Section 12(g) of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No oIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes o No xIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No oIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter periodthat the registrant was required to submit such files). Yes x No oIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filer xAccelerated filer oNon-accelerated filer oSmaller reporting company oEmerging growth company oIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.oIndicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b))by the registered public accounting firm that prepared or issued its audit report. xIf securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements. oIndicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuantto §240.10D-1(b). oIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No xThe aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to the closingprice as of the last business day of the registrant’s most recently completed second fiscal quarter, October 31, 2022, wasapproximately $ 1,821 million. The registrant has no non-voting common stock.The number of shares outstanding of the registrant’s Class A and Class B Common Stock as of May 31, 2023 was 46,255,091and 9,026,142 respectively.DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s definitive proxy statement for use in connection with its annual meeting of stockholders scheduled tobe held on September 28, 2023, are incorporated by reference into Part III of this Annual Report on Form 10-K.IndexJOHN WILEY & SONS, INC. AND SUBSIDIARIESFORM 10-KFOR THE FISCAL YEAR ENDED APRIL 30, 2023INDEXPART IPAGEITEM 1.Business5ITEM 1A.Risk Factors15ITEM 1B.Unresolved Staff Comments25ITEM 2.Properties25ITEM 3.Legal Proceedings26ITEM 4.Mine Safety Disclosures26Information About Our Executive Officers27PART IIITEM 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities28ITEM 6.[Reserved]28ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29ITEM 7A.Quantitative and Qualitative Disclosures About Market Risk58ITEM 8.Financial Statements and Supplementary Data59ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure118ITEM 9A.Controls and Procedures118ITEM 9B.Other Information118ITEM 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections118PART IIIITEM 10.Directors, Executive Officers and Corporate Governance119ITEM 11.Executive Compensation119ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters119ITEM 13.Certain Relationships and Related Transactions, and Director Independence120ITEM 14.Principal Accountant Fees and Services120PART IVITEM 15.Exhibits and Financial Statement Schedules120ITEM 16.Form 10-K Summary125SIGNATURES1262IndexCautionary Notice Regarding Forward-Looking Statements “Safe Harbor” Statement under the Private SecuritiesLitigation Reform Act of 1995:This report contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private SecuritiesLitigation Reform Act of 1995 concerning our business, consolidated financial condition and results of operations. TheSecurities and Exchange Commission (SEC) encourages companies to disclose forward-looking information so that investorscan better understand a company’s prospects and make informed investment decisions. Forward-looking statements are subjectto risks and uncertainties, many of which are outside our control, which could cause actual results to differ materially fromthese statements. Therefore, you should not rely on any of these forward-looking statements. Forward-looking statements can beidentified 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 ofhistorical facts included in this report regarding our strategies, prospects, financial condition, operations, costs, plans andobjectives are forward-looking statements. Examples of forward-looking statements include, among others, statements we makeregarding our fiscal year 2024 outlook, anticipated restructuring charges and savings, operations, performance, and financialcondition. Reliance should not be placed on forward-looking statements, as actual results may differ materially from thosedescribed in any forward-looking statements. Any such forward-looking statements are based upon many assumptions andestimates that are inherently subject to uncertainties and contingencies, many of which are beyond our control, and are subjectto change based on many important factors. Such factors include, but are not limited to (i) the level of investment by Wiley innew technologies and products; (ii) subscriber renewal rates for our journals; (iii) the financial stability and liquidity of journalsubscription agents; (iv) the consolidation of book wholesalers and retail accounts; (v) the market position and financial stabilityof key retailers; (vi) the seasonal nature of our educational business and the impact of the used book market; (vii) worldwideeconomic and political conditions; (viii) our ability to protect our copyrights and other intellectual property worldwide; (ix) ourability to successfully integrate acquired operations and realize expected opportunities; (x) the ability to realize operatingsavings over time and in fiscal year 2024 in connection with our multiyear Business Optimization Program and our Fiscal Year2023 Restructuring Program; and (xi) other factors detailed from time to time in our filings with the SEC. We undertake noobligation 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 for important factors that we believe couldcause actual results to differ materially from those in our forward-looking statements. Any forward-looking statement made byus in this report is based only on information currently available to us and speaks only as of the date on which it is made. Weundertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from timeto 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 Contribution to Profit and margin;• Adjusted Operating Income and margin;• Adjusted Income Before Taxes;• Adjusted Income Tax Provision;• Adjusted Effective Tax Rate;• EBITDA, Adjusted EBITDA and margin;• Organic revenue; and• Results on a constant currency basis.3IndexManagement uses these non-GAAP performance measures as supplemental indicators of our operating performance andfinancial position as well as for internal reporting and forecasting purposes, when publicly providing our outlook, to evaluateour performance and calculate incentive compensation. We present these non-GAAP performance measures in addition to USGAAP financial results because we believe that these non-GAAP performance measures provide useful information to certaininvestors and financial analysts for operational trends and comparisons over time. The use of these non-GAAP performancemeasures may also provide a consistent basis to evaluate operating profitability and performance trends by excluding items thatwe 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 isAdjusted Contribution to Profit. We present both Adjusted Contribution to Profit and Adjusted EBITDA for each of ourreportable segments as we believe Adjusted EBITDA provides additional useful information to certain investors and financialanalysts for operational trends and comparisons over time. It removes the impact of depreciation and amortization expense, aswell as presents a consistent basis to evaluate operating profitability and compare our financial performance to that of our peercompanies and competitors.For example:• Adjusted EPS, Adjusted Revenue, Adjusted Contribution to Profit, Adjusted Operating Income, Adjusted IncomeBefore Taxes, Adjusted Income Tax Provision, Adjusted Effective Tax Rate, Adjusted EBITDA, and organic revenue(excluding acquisitions) provide a more comparable basis to analyze operating results and earnings and are measurescommonly 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 forour shareholders as it represents cash available to repay debt, pay common stock dividends, and fund share repurchasesand acquisitions.• Results on a constant currency basis remove distortion from the effects of foreign currency movements to providebetter comparability of our business trends from period to period. We measure our performance excluding the impactof foreign currency (or at constant currency), which means that we apply the same foreign currency exchange rates forthe current and equivalent prior period.In addition, we have historically provided these or similar non-GAAP performance measures and understand that some investorsand financial analysts find this information helpful in analyzing our operating margins and net income, and in comparing ourfinancial performance to that of our peer companies and competitors. Based on interactions with investors, we also believe thatour non-GAAP performance measures are regarded as useful to our investors as supplemental to our US GAAP financialresults, and that there is no confusion regarding the adjustments or our operating performance to our investors due to thecomprehensive nature of our disclosures. We have not provided our fiscal year 2024 outlook for the most directly comparableUS GAAP financial measures, as they are not available without unreasonable effort due to the high variability, complexity, andlow visibility with respect to certain items, including restructuring charges and credits, gains and losses on foreign currency, andother gains and losses. These items are uncertain, depend on various factors, and could be material to our consolidated resultscomputed in accordance with US GAAP.Non-GAAP performance measures do not have standardized meanings prescribed by US GAAP and therefore may not becomparable to the calculation of similar measures used by other companies and should not be viewed as alternatives tomeasures of financial results under US GAAP. The adjusted metrics have limitations as analytical tools, and should not beconsidered in isolation from, or as a substitute for, US GAAP information. It does not purport to represent any similarly titledUS GAAP information and is not an indicator of our performance under US GAAP. Non-GAAP financial metrics that wepresent may not be comparable with similarly titled measures used by others. Investors are cautioned against placing unduereliance on these non-GAAP measures.4IndexPART IItem 1. BusinessThe Company, founded in 1807, was incorporated in the state of New York on January 15, 1904. Throughout this report, whenwe refer to “Wiley,” the “Company,” “we,” “our,” or “us,” we are referring to John Wiley & Sons, Inc. and all of oursubsidiaries, except where the context indicates otherwise.Please refer to Part II, Item 8, “Financial Statements and Supplementary Data,” for financial information about the Companyand its subsidiaries, which is incorporated herein by reference. Also, when we cross reference to a “Note,” we are referring toour “Notes to Consolidated Financial Statements,” in Part II, Item 8, “Financial Statements and Supplementary Data” unless thecontext indicates otherwise.Wiley is a global leader in scientific research and career-connected education, unlocking human potential by enabling discovery,powering education, and shaping workforces. For over 200 years, Wiley has fueled the world’s knowledge ecosystem. Today,our high-impact content, platforms, and services help researchers, learners, institutions, and corporations achieve their goals inan ever-changing world. Wiley is a predominantly digital company with approximately 85% of revenue generated by digitalproducts and tech-enabled services. For the year ended April 30, 2023, approximately 57% of our revenue is recurring whichincludes revenue that is contractually obligated or set to recur with a high degree of certainty.We have reorganized our Education lines of business into two new customer-centric segments. The Academic segmentaddresses the university customer group and includes Academic Publishing and University Services. The Talent segmentaddresses the corporate customer group and is focused on delivering training, sourcing, and upskilling solutions. Prior periodsegment results have been revised to the new segment presentation. There were no changes to our consolidated financial results.Our new segment reporting structure consists of three reportable segments, as well as a Corporate expense category (nochange), which includes certain costs that are not allocated to the reportable segments:• Research includes Research Publishing and Research Solutions, and no changes were made as a result of thisrealignment;• Academic includes the Academic Publishing and University Services lines. Academic Publishing is the combination ofthe former Education Publishing line and professional publishing offerings;• Talent is the combination of the former Talent Development line, and our assessments (corporate training) andcorporate learning offerings.Through the Research segment, we provide peer-reviewed scientific, technical, and medical (STM) publishing, contentplatforms, and related services to academic, corporate, and government customers, academic societies, and individualresearchers. The Academic segment provides scientific, professional, and education print and digital books, digital courseware,and test preparation services, as well as engages in the comprehensive management of online degree programs for universities.The Talent segment services include sourcing, training, and preparing aspiring students and professionals to meet the skill needsof today’s technology careers and placing them with large companies and government agencies. It also includes assessments(corporate training) and corporate learning offerings. Our operations are primarily located in the United States (US), UnitedKingdom (UK), India, Sri Lanka, and Germany. In the year ended April 30, 2023, approximately 45% of our consolidatedrevenue was from outside the US.Wiley’s business strategies are tightly aligned with long term growth trends, including open research, career-connectededucation, and workforce optimization. Research strategies include driving publishing output to meet the global demand forpeer-reviewed research and expanding platform and service offerings for corporations and societies. Education strategies includeexpanding online degree programs and driving online enrollment for university partners, scaling digital content and courseware,and expanding IT talent placement and reskilling programs for corporate partners.5IndexBusiness SegmentsWe report financial information for the following reportable segments, as well as a Corporate expense category, which includescertain costs that are not allocated to the reportable segments:• Research• Academic• TalentResearch:Research’s mission is to support researchers, professionals and learners in the discovery and use of research knowledge to helpthem achieve their goals. Research provides scientific, technical, medical, and scholarly journals, as well as related content andservices, to academic, corporate, and government libraries, learned societies, and individual researchers and other professionals.Journal publishing categories include the physical sciences and engineering, health sciences, social sciences and humanities, andlife sciences. Research also includes Atypon Systems, Inc. (Atypon), a publishing software and service provider that enablesscholarly and professional societies and publishers to deliver, host, enhance, market, and manage their content on the webthrough the Literatum ™ platform. Research customers include academic, corporate, government, and public libraries, fundersof research, researchers, scientists, clinicians, engineers and technologists, scholarly and professional societies, and students andprofessors. Research products are sold and distributed globally through multiple channels, including research libraries andlibrary consortia, independent subscription agents, direct sales to professional society members, and other customers. Publishingcenters include Australia, China, Germany, India, the UK, and the US. Research revenue accounted for approximately 54% ofour consolidated revenue in the year ended April 30, 2023, with a 34.9% Adjusted EBITDA margin. See Part II, Item 7,"Management’s Discussion and Analysis of Financial Condition and Results of Operations" in the section "Segment OperatingResults" of this Annual Report on Form 10-K for further details. Approximately 95% of Research revenue is generated bydigital and online products, and services.Research revenue by product type includes Research Publishing and Research Solutions. The graphs below present revenue byproduct type for the years ended April 30, 2023 and 2022:20232022Key growth strategies for the Research segment include evolving and developing new licensing models for our institutionalcustomers (“pay to read and publish”), developing new open access journals and revenue streams (“pay to publish”), focusingresources on high-growth and emerging markets, and developing new digital products, services, and workflow solutions to meetthe needs of researchers, authors, societies, and corporate customers.Research PublishingResearch Publishing generates the majority of its revenue from contracts with its customers in the following revenue streams:• Journal Subscriptions (“pay to read”), Open Access (“pay to publish”), and Transformational Models (“pay to readand publish”); and• Licensing, Backfiles, and Other.6IndexJournal Subscriptions, Open Access, and Transformational Model sAs of April 30, 2023, we publish over 1,900 academic research journals. We sell journal subscriptions directly to thousands ofresearch institutions worldwide through our sales representatives, indirectly through independent subscription agents, throughpromotional campaigns, and through memberships in professional societies for those journals that are sponsored by societies.Journal subscriptions are primarily licensed through contracts for digital content available online through our Wiley OnlineLibrary platform. Contracts are negotiated by us directly with customers or their subscription agents. Subscription periodstypically cover calendar years. Subscription revenue is generally collected in advance. Approximately 53% of JournalSubscription revenue is derived from publishing rights owned by Wiley. Long-term publishing alliances also play a major rolein Research Publishing’s success. Approximately 47% of Journal Subscriptions revenue is derived from publication rights thatare owned by professional societies and other publishing partners such as charitable organizations or research institutions, andare published by us pursuant to long-term contracts or owned jointly with such entities . These alliances bring mutual benefit:The partners gain Wiley’s publishing, marketing, sales, and distribution expertise, while Wiley benefits from being affiliatedwith prestigious organizations and their members. Societies that sponsor or own such journals generally receive a royalty and/orother financial consideration. We may procure editorial services from such societies on a prenegotiated fee basis. We also enterinto agreements with outside independent editors of journals that define their editorial duties and the fees and expenses for theirservices. Contributors of articles to our journal portfolio transfer publication rights to us or a professional society, as applicable.We publish the journals of many prestigious societies, including the American Cancer Society, the American Heart Association,the American Anthropological Association, the American Geophysical Union, and the German Chemical Society.Wiley Online Library, which is delivered through our Literatum platform, provides the user with intuitive navigation, enhanceddiscoverability, expanded functionality, and a range of personalization options. Access to abstracts is free and full content isaccessible through licensing agreements or as individual article purchases. Large portions of the content are provided free or atnominal cost to developing nations through partnerships with certain nonprofit organizations. Our online publishing platformsprovide revenue growth opportunities through new applications and business models, online advertising, deeper marketpenetration, and individual sales and pay-per-view options.Wiley’s performance in the 2021 release of Clarivate Analytics’ Journal Citation Reports (JCR) remains strong, maintaining itstop 3 position in terms of citations received and sits in 4 place for journals indexed and articles published. Wiley has 7% oftitles, 8% of articles, and 11% of citations.A total of 1,540 Wiley journals were included in the reports. Wiley journals ranked #1 in 19 categories across 17 of its titlesand achieved 270 top-10 category rankings.The annual JCR are one of the most widely used sources of citation metrics used to analyze the performance of peer-reviewedjournals. The most famous of these metrics, the Impact Factor, is based on the frequency with which an average article is citedin the JCR report year. Alongside other metrics, this makes it an important tool for evaluating a journal’s impact on ongoingresearch.Under the Open Access business model, accepted research articles are published subject to payment of Article PublicationCharges (APCs) and then all open articles are immediately free to access online. Contributors of open access articles retainmany rights and typically license their work under terms that permit reuse.Open Access offers authors choices in how to share and disseminate their work, and it serves the needs of researchers who maybe required by their research funder to make articles freely accessible without embargo. APCs are typically paid by theindividual author or by the author’s funder, and payments are often mediated by the author’s institution. We provide specificworkflows and infrastructure to authors, funders, and institutions to support the requirements of Open Access.We offer two Open Access publishing models. The first of these is Hybrid Open Access where authors publishing in themajority of our paid subscription journals, after article acceptance, are offered the opportunity to make their individual researcharticle openly available online.The second offering of the Open Access model is a growing portfolio of fully open access journals, also known as Gold OpenAccess Journals. All Open Access articles are subject to the same rigorous peer-review process applied to oursubscription-based journals. As with our subscription portfolio, a number of the Gold Open Access Journals are published undercontract for, or in partnership with, prestigious societies, including the American Geophysical Union, the American HeartAssociation, the European Molecular Biology Organization, and the British Ecological Society. The Open Access portfoliospans life, physical, medical, and social sciences and includes a choice of high impact journals and broad-scope titles that offerth a responsive, author-centered service.7IndexTransformational agreements (“read and publish”), are an innovative model that blends Journal Subscription and Open Accessofferings. Essentially, for a single fee, a national or regional consortium of libraries pays for and receives full read access to ourjournal portfolio and the ability to publish under an open access arrangement. Like subscriptions, transformational agreementsinvolve recurring revenue under multiyear contracts. Transformational models accelerate the transition to open access whilemaintaining subscription access.Licensing, Backfiles, and OtherLicensing, Backfiles, and Other includes backfile sales, the licensing of publishing rights, and individual article sales. Abackfile license provides access to a historical collection of Wiley journals, generally for a one-time fee. We also engage withinternational publishers and receive licensing revenue from reproductions, translations, and other digital uses of our content.Through the Article Select and PayPerView programs, we provide fee-based access to non-subscribed journal articles, content,book chapters, and major reference work articles. The Research Publishing business is also a provider of content and services inevidence-based medicine (EBM). Through our alliance with The Cochrane Collaboration, we publish The Cochrane Library , apremier source of high-quality independent evidence to inform healthcare decision-making. EBM facilitates the effectivemanagement of patients through clinical expertise informed by best practice evidence that is derived from medical literature.Research SolutionsResearch Solutions is principally comprised of our Atypon platforms business and our corporate and society services offerings,including advertising, career-centers, knowledge hubs, databases, consulting, and reprints.Atypon Platforms and ServicesLiteratum , our online publishing platform for societies and other research publishers, delivers integrated access to more than 10million articles from approximately 2,100 publishers and societies, as well as over 27,000 online books and hundreds ofmultivolume reference works, laboratory protocols and databases.Corporate and Society Service OfferingsCorporate and society service offerings include advertising, spectroscopy software and spectral databases, and job boardsoftware and career center services, which includes the products and services from our acquisition of Madgex Holdings Limited(Madgex) and Bio-Rad Laboratories Inc.’s Informatics products (Informatics). In addition, it also includes product and serviceofferings related to recent acquisitions such as J&J Editorial Services, LLC. (J&J) on October 1, 2021, and the e JournalPressbusiness (EJP) on November 30, 2021. J&J is a publishing services company providing expert offerings in editorial operations,production, copyediting, system support and consulting. EJP is a technology platform company with an established journalsubmission and peer-review management system.We generate advertising revenue from print and online journal subscription and controlled circulation products, our onlinepublishing platform, Literatum, online events such as webinars and virtual conferences, community interest websites such asanalyticalscience.wiley.com, and other websites. Journal and article reprints are primarily used by pharmaceutical companiesand other industries for marketing and promotional purposes.Academic:Our Academic segment includes Academic Publishing and University Services, whose products and services include scientific,professional, and education print and digital books, and digital courseware to support libraries, corporations, students,professionals, and researchers, as well as online program management or OPM services for higher education institutions.Communities served include business, finance, accounting, management, leadership, computer science, data science, technology,behavioral health, engineering and architecture, mathematics, science and medicine, and education. Products are developed forworldwide distribution through multiple channels, including brick-and-mortar and online retailers, libraries, colleges anduniversities, corporations, direct-to-consumer, distributor networks, and through other channels. Publishing centers includeAustralia, Germany, India, the UK, and the US. Academic accounted for approximately 34% of our consolidated revenue in theyear ended April 30, 2023, with a 21.4% Adjusted EBITDA margin. See Part II, Item 7, "Management’s Discussion andAnalysis of Financial Condition and Results of Operations" in the section "Segment Operating Results" of this Annual Reporton Form 10-K for further details. Approximately 65% of Academic revenue is from digital and online products and services.8IndexAcademic revenue by product type includes Academic Publishing and University Services. The graphs below present revenueby product type for the years ended April 30, 2023 and 2022:20232022Key strategies for the Academic business include developing high-impact, career-aligned courseware, products, brands,franchises, and solutions to meet the evolving needs of global learners and university partners while expanding globaldiscoverability and distribution. We continue to implement strategies to efficiently and effectively manage print revenuedeclines while driving growth in our digital lines of business.Book sales for Academic Publishing are generally made on a returnable basis with certain restrictions. We provide for estimatedfuture returns on sales made during the year based on historical return experience and current market trends.Materials for book publications are obtained from authors throughout most of the world, utilizing the efforts of a best-in-classinternal editorial staff, external editorial support, and advisory boards. Most materials originate by the authors themselves or asthe result of suggestions or solicitations by editors. We enter into agreements with authors that state the terms and conditionsunder which the materials will be published, the name in which the copyright will be registered, the basis for any royalties, andother matters. Author compensation models include royalties, which vary depending on the nature of the product andwork-for-hire. We may make advance royalty payments against future royalties to authors of certain publications. Royaltyadvances are reviewed for recoverability and a reserve for loss is maintained, if appropriate.We continue to add new titles, revise existing titles, and discontinue the sale of others in the normal course of our business. Wealso create adaptations of original content for specific markets based on customer demand. Our general practice is to revise ourtextbooks every 3-5 years, as warranted, and to revise other titles as appropriate. Subscription-based products are updated on amore frequent basis.We generally contract independent printers and binderies globally for their services, using a variety of suppliers and materials tosupport our range of needs.We have an agreement to outsource our US-based book distribution operations to Cengage Learning, with the continued aim ofimproving efficiency in our distribution activities and moving to a more variable cost model. As of April 30, 2023, we had oneglobal warehousing and distribution facility remaining, which is in the UK.Academic PublishingAcademic Publishing generates the majority of its revenue from contracts with its customers in the following revenue streams:• Print and Digital Publishing• Digital Courseware• Test Preparation and Certification• Licensing and Other9IndexPrint and Digital PublishingEducation textbooks, related supplementary material, and digital products are sold primarily to bookstores and online retailersserving both for-profit and nonprofit educational institutions (primarily colleges and universities), and direct-to-students. Weemploy sales representatives who call on faculty responsible for selecting books to be used in courses and on the bookstoresthat serve such institutions and their students. The textbook business is seasonal, with the majority of textbook sales occurringduring the July-through-October and December-through-February periods. There are various channels to drive affordability forprint and digital materials within the higher education market, including used, rental, and inclusive access.STM books (Reference) are sold and distributed globally in digital and print formats through multiple channels, includingresearch libraries and library consortia, independent subscription agents, direct sales to professional society members,bookstores, online booksellers, and other customers.Professional books, which include business and finance, technology, professional development for educators, and otherprofessional categories, as well as the For Dummies ® brand, are sold to brick-and-mortar and online retailers, wholesalers whosupply such bookstores, college bookstores, individual practitioners, corporations, and government agencies. We employ salesrepresentatives who call upon independent bookstores, national and regional chain bookstores, wholesalers, and corporationsglobally. Sales of professional books also result from direct marketing outreach, conferences, and other industry-relevantoutreach.We also promote active and growing custom professional and education publishing programs. Professional organizations use ourcustom professional publications for marketing outreach. This outreach includes customized digital and print books written for aspecific customer and includes custom cover art, such as imprints, messages, and slogans. More specific are customized ForDummies ® publications, which leverage the power of this well-known brand to meet the specific information needs of a widerange of organizations around the world.We develop content in a digital format that can be used for both digital and print products, resulting in productivity andefficiency savings and enabling print-on-demand delivery. Book content is available online through Wiley Online Library(delivered through our Literatum platform), WileyPLUS , zyBooks®, alta ™, and other proprietary platforms. Digital books aredelivered to intermediaries, including Amazon, Apple, and Google, for sale to individuals in various industry-standard formats.These are now the preferred deliverable for licensees of all types, including foreign language publishers. Digital books are alsolicensed to libraries through aggregators. Specialized formats for digital textbooks go to distributors servicing the academicmarket, and digital book collections are sold by subscription through independent third-party aggregators servicing distinctcommunities. Custom deliverables are provided to corporations, institutions, and associations to educate their employees,generate leads for their products, and extend their brands. Digital content is also used to create online articles, mobile apps,newsletters, and promotional collateral. Continually reusing content improves margins, speeds delivery, and helps satisfy a widerange of evolving customer needs. Our online presence not only enables us to deliver content online, but also to sell morebooks. The growth of online booksellers benefits us because they provide unlimited virtual “shelf space” for our entire backlist.Publishing alliances and franchise products are important to our strategy. Education and STM publishing alliance partnersinclude IEEE, American Institute of Chemical Engineers, and many others. The ability to join Wiley’s product development,sales, marketing, distribution, and technology with a partner’s content, technology, and/or brand name has contributed to oursuccess.Digital CoursewareWe offer high-quality online learning solutions, including WileyPLUS , a research-based online environment for effectiveteaching and learning that is integrated with a complete digital textbook. WileyPLUS improves student learning through instantfeedback, personalized learning plans, and self-evaluation tools, as well as a full range of course-oriented activities, includingonline planning, presentations, study, homework, and testing. In selected courses, WileyPLUS includes a personalized adaptivelearning component.The highly interactive zyBooks platform enables learners to learn by doing while allowing professors to be more efficient anddevote more time to teaching. The platform maximizes learner engagement and retention through demonstration and hands-onlearning experiences using interactive question sets, animations, tools, and embedded labs. The zyBooks platform will becomean essential component of Wiley’s differentiated digital learning experience and, when combined with alta’s adaptive learningtechnology and WileyPLUS, powers high-impact education across Wiley’s Academic segment.10IndexTest Preparation and CertificationThe Test Preparation and Certification business represents learning solutions, training activities, and print and digital formatsthat are delivered to customers directly through online digital delivery platforms, bookstores, online booksellers, and othercustomers. Products include CPAExcel®, a modular, digital platform comprised of online self-study, videos, mobile apps, andsophisticated planning tools to help professionals prepare for the CPA exam, and test preparation products for the GMAT™,ACT®, CFA®, CMA®, CIA®, CMT®, FRM®, FINRA®, Banking, and PMP® exams. In the last quarter of fiscal year 2023we sold a portion of our test preparation and certification products referred to as Wiley's Efficient Learning test prep portfoliowhich focused on test prep for finance, accounting and business certifications. See Note 4, "Acquisitions and Divestitures" ofthe Notes to Consolidated Financial Statements for further details.Licensing and OtherLicensing and distribution services are made available to other publishers under agency arrangements. We also engage inco-publishing titles with international publishers and receive licensing revenue from photocopies, reproductions, translations,and digital uses of our content and use of the Knewton® adaptive engine. Wiley also realizes advertising revenue from brandedwebsites (e.g., Dummies.com) and online applications.University ServicesOur University Services business offers institutions and their students a rich portfolio of education technology and student andfaculty support services, allowing the institutions to reach more students online with their own quality academic programs.Many of Wiley’s client institutions are regional state universities or small liberal arts colleges. Our resources, expertise andinnovations meaningfully impact their ability to increase access to their programs online, as many students now seek these typesof flexible offerings. University Services provides institutions with a bespoke suite of services that each institution hasdetermined it needs to serve students, including market research, marketing and recruitment, program development, onlineplatform technology, student retention support, instructional design, faculty development and support, and access to the EngageLearning Management System, which facilitates the online education experience. Graduate degree programs include BusinessAdministration, Finance, Accounting, Healthcare, Engineering, Communications, and others. Revenue is derived frompre-negotiated contracts with institutions that provide for a share of revenue generated after students have enrolled anddemonstrated initial persistence. While the majority of our contracts are revenue-share arrangements, we also offer theopportunity to contract on a fee-for-service basis, unlike many other third-party online providers. As of April 30, 2023, theUniversity Services business had 64 university partners under contract.Talent:Our Talent segment consists of talent development (Wiley Edge, formerly mthree) for professionals and businesses, assessments(corporate training) and corporate learning offerings. Our key growth strategy includes bridging the IT skills gap through talentdevelopment for corporations around the world. Talent accounted for approximately 12% of our consolidated revenue in theyear ended April 30, 2023, with a 21.1% Adjusted EBITDA margin. See Part II, Item 7, "Management’s Discussion andAnalysis of Financial Condition and Results of Operations" in the section "Segment Operating Results" of this Annual Reporton Form 10-K for further details. Talent generated 98% of its revenue from digital and online products and services.On January 1, 2020, Wiley acquired mthree, a talent placement provider that addresses the IT skills gap by finding, training,and placing job-ready technology talent in roles with leading corporations worldwide. In late May 2022, Wiley renamed mthreeas Wiley Edge. Wiley Edge sources, trains, and prepares aspiring students and professionals to meet the skill needs of today’stechnology and banking services careers, and then places them with some of the world’s largest financial institutions,technology companies, and government agencies. Wiley Edge also works with its clients to retrain and retain existingemployees so they can continue to meet the changing demands of today’s technology landscape. In fiscal year 2023, WileyEdge signed 15 new corporate clients and expanded into new industry verticals beyond financial services, such as technologyand consumer goods.11IndexOur assessments (corporate training) offerings include high-demand soft-skills training solutions that are delivered toorganizational clients through online digital delivery platforms, either directly or through an authorized distributor network ofindependent consultants, trainers, and coaches. Wiley’s branded assessment solutions include Everything DiSC®, The FiveBehaviors® based on Patrick Lencioni’s perennial bestseller The Five Dysfunctions of a Team , and Leadership PracticesInventory® from Kouzes and Posner’s bestselling The Leadership Challenge ®, as well as PXT Select™, a pre-hire selectiontool. Our solutions help organizations hire and develop effective managers, leaders, and teams.We also offer online learning and training solutions for global corporations and small and medium-sized enterprises, which aresold on a subscription or fee basis. Learning experiences, formats and modules on topics such as leadership development, valuecreation, client orientation, change management, and corporate strategy are delivered on a cloud-based CrossKnowledgeLearning Management System (LMS) platform that hosts more than 20,000 content assets (videos, digital learning modules,written files, etc.) in 18 languages. Its offering includes a collaborative e-learning publishing and program creation system. Inaddition, learning experiences, content, and LMS offerings are continuously refreshed and expanded to serve a wider variety ofcustomer needs. These digital learning solutions are either sold directly to corporate customers or through our global partners’network.Fiscal Year 2024 Dispositions, Segment Realignment, and RestructuringOn June 1, 2023, Wiley’s Board of Directors approved a plan to dispose of certain education businesses. Those businesses areUniversity Services (formerly Online Program Management) in our Academic segment, and Wiley Edge (formerly TalentDevelopment) and CrossKnowledge in our Talent segment. These dispositions are expected to be completed in fiscal year 2024,and will be reported as held for sale in the first quarter of fiscal year 2024. In fiscal year 2023, these businesses, combined withthe two dispositions disclosed in Note 4, "Acquisitions and Divestitures" generated approximately $393 million of revenue(approximately 19% of our consolidated revenue) and $43 million of Adjusted EBITDA (approximately 10% of ourconsolidated Adjusted EBITDA). We are evaluating the financial statement impact of these planned dispositions. During fiscalyear 2024, it is anticipated that additional restructuring actions will be undertaken to rightsize the Company’s expenses. Thetiming of much of these restructuring actions will be influenced by the completion of the dispositions. The amount of suchcharges has not yet been determined.In the first quarter of fiscal year 2024, we are realigning our segments. Our new segment structure will consist of two reportablesegments which includes (1) Research (no change) and (2) Learning, as well as a Corporate expense category (no change),which includes certain costs that are not allocated to the reportable segments. Research will continue to have reporting lines ofResearch Publishing and Research Solutions. Learning will include reporting lines of Academic (education publishing) andProfessional (professional publishing and assessments).Human CapitalAs of April 30, 2023, we employed approximately 8,800 colleagues, including 1,800 placement candidates in the Wiley Edgeproduct offering, on a full-time equivalent basis worldwide.We view our colleagues as one of our most significant assets and investments to deliver on our mission to unlock humanpotential and to champion and advocate for our customers who want to make impacts in their fields, their workplaces, and theirlives, through knowledge creation, use and dissemination. Our success depends on our ability to develop, attract, reward, andretain a diverse population of talented, qualified, and highly skilled colleagues at all levels of our organization and across ourglobal workforce so that they can deliver on our promise to our customers to clear the way to their successes. This includesprograms, policies, and initiatives that promote diversity, equity, and inclusion (DEI); talent acquisition; ongoing employeelearning and development; competitive compensation and benefits; health and well-being; and emphasis on employeesatisfaction and engagement.Our culture differentiates us as an organization and our core values define how we work together. We ask colleagues to embodyour three values—Learning Champion, Needle Mover, and Courageous Teammate—and assess their performance against thesein addition to what they achieve against their goals. These values define who we are as a company and what we stand for.12IndexOur human capital metrics summary (excluding placement candidates in Wiley Edge) as of April 30, 2023:CATEGORYMETRICEMPLOYEESBy RegionAmericas48 %APAC20 %EMEA32 %DIVERSITY AND INCLUSIONGlobal Gender Representation% Female Colleagues59 %% Female Senior Leaders(Vice President and Above)43 %US Person of Color (POC)Representation*% POC27 %% POC Senior Leaders(Vice President and Above)19 %* US POC includes employees who self-identify as Hispanic or Latino, Black or African American, Asian, American Indian orAlaskan Native, Native Hawaiian or other Pacific Islander, Other, or two or more races.Health & Well-BeingSafeguarding and promoting colleague well-being is central to what we do, as it is critical we provide tools and resources tohelp colleagues be healthy, and an environment that allows us to be at our best. We support our colleagues in maintaining theirphysical, emotional, social, and financial well-being through working practices, education, and benefit programs.Our recently implemented post pandemic hybrid work model provides the majority of our colleagues the flexibility to workremotely at least some of the time. The hybrid work model is intended to support colleague health and well-being, whilemaintaining a culture of innovation and collaboration.Diversity, Equity & InclusionThrough our DEI strategy, we are operationalizing critical priorities. We are focused on four DEI Strategic Pillars—Fostering anInclusive Community, Enhancing our Foundation, Understanding our People, and Creating Impact Through our Business.These pillars reflect our DEI near-term priorities to propel a sustainable, inclusive organization that embodies diversity andequity throughout our policies, programs, and processes, and fosters an inclusive culture that celebrates the unique contributionsof our colleagues and supports human connectivity. In addition, we develop partnerships and launch pilot programs to supportcommunities that are underrepresented in higher education, the workforce, and the field of publishing.Our Employee Resource Groups help amplify our DEI priorities through learning, community engagement, and allyship andadvocacy. As a member of the CEO Action for Diversity and Inclusion, Wiley demonstrates its commitment to sustained,concrete actions that advance diversity and inclusive thinking, behavior, and business practices in the workplace.Careers & EngagementInvestment in colleague development and growth for current and future roles is central to our culture. Our goal is to providecolleagues with learning opportunities and experiences at every stage of their journey at Wiley. We help colleagues upskill andthrive by leveraging the power of our internal products and tapping into our external partnerships. We focus on deliveringquality curated resources, customized learning paths, and comprehensive development programs. We offer interactivedevelopment programs that allow our colleagues to share lessons learned, adopt best practices, and have interactiveopportunities with their peers. Through our Champion Your Career program, our colleagues get practical advice on updatingtheir resumes and honing their interviewing skills, and have career conversations with our Talent team. Leveraging Wiley'sEverything DiSC assessment tools and resources, our colleagues can better understand themselves and others, creating acommon language that makes interactions more collaborative and effective.13IndexThrough our Pay@Wiley journey, we enhanced our colleague and manager understanding of pay through our educationprograms, and raised transparency by sharing segment in range and publishing our first global equitable pay study. Weintroduced Achievers, our recognition platform that was designed so our colleagues can recognize each other to create a cultureof recognition and celebrate success.We conduct our Talent Review annually, focusing on high-performing and high-potential talent, diversity, and succession for ourmost critical roles. We are committed to identifying, growing, and retaining top talent and ensuring we have the right skills forthe future. We establish key development action planning opportunities for each colleague to build bench strength and reviewdevelopment progress and mobility regularly.EnvironmentWe continue our journey to support the sustainability of our planet. We believe environmental responsibility and businessobjectives are fundamentally connected and essential to our operations. This is why we are acting now to protect theenvironment by making informed choices and limiting our impact on natural resources.For the fourth consecutive year, we are a CarbonNeutral® certified company across our global operations, in accordance withthe CarbonNeutral Protocol. Our locations use 100% renewable energy through green tariffs and energy attribute certificates(EACs). Most of our global office real estate is leased and, whenever possible, we work with property owners to optimizesustainability.This year, we furthered our commitment by setting a science-based target with the Science Based Targets Initiative (SBTi). Weset a near and long-term company-wide emissions target, including being net zero by 2040. We are responding to the SBTi’surgent call for corporate climate action by aligning with 1.5°C and net-zero through the Business Ambition for 1.5°C campaign.We also work with publishing partners, where possible, to reduce print production and consumption, reduce excess inventorythrough print-on-demand, and encourage digital consumption of our products. We begun implementing measures to ensure oursubcontractors who assist us in providing material aspects of the products and services are held to the same high standards aswe hold ourselves.In July 2022, we submitted to Carbon Disclosure Project (CDP) Climate for the first time. We continue to track and trace ourpaper usage and submitted a CDP Forests disclosure for the second year. Our commitment to sustainably sourced paper issupported by our Paper Selection and Use Policy. We continually evaluate climate and environmental reporting and plan toexpand our disclosures in the coming years.Our partnership with Trees for the Future continues. We plant a tree for every copy of a journal we actively stop printing, up toone million trees, resulting in more than 600,000 trees to date.We are always seeking opportunities to improve environmental performance. We comply with environmental laws andregulations, thoughtfully investing resources toward managing environmental affairs and raising awareness of globalenvironmental issues through education and research.Financial Information About Business SegmentsThe information set forth in Part II, Item 8, “Financial Statements and Supplementary Data” in Note 3, “Revenue Recognition,Contracts with Customers,” and Note 20, “Segment Information,” of the Notes to Consolidated Financial Statements and Item 7,“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form10-K are incorporated herein by reference.Available InformationOur investor site is investors.wiley.com. Our internet address is www.wiley.com . We make available, free of charge, on orthrough our investors.wiley.com website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reportson Form 8-K, and amendments to those reports that we file or furnish pursuant to Sections 13(a) or 15(d) of the SecuritiesExchange Act of 1934, or the Exchange Act, as soon as reasonably practicable after we electronically file these materials with,or furnish them to, the SEC. The information contained on, or that may be accessed through our website is not incorporated byreference into, and is not a part of, this Annual Report on Form 10-K.14IndexItem 1A. Risk FactorsIntroductionThe risks described below should be carefully considered before making an investment decision. You should carefully considerall the information set forth in this Annual Report on Form 10-K, including the following risk factors, before deciding to investin any of our securities. This Annual Report on Form 10-K also contains, or may incorporate by reference, forward-lookingstatements that involve risks and uncertainties. See the “Cautionary Notice Regarding Forward-Looking Statements,”immediately preceding Part I of this Annual Report on Form 10-K. The risks below are not the only risk factors we face.Additional risks not currently known to us or that we presently deem insignificant could impact our consolidated financialposition and results of operations. Our businesses, consolidated financial position, and results of operations could be materiallyadversely affected by any of these risks. The trading price of our securities could decline due to any of these risks, and investorsmay lose all or part of their investment.Strategic RisksWe may not be able to realize the expected benefits of our growth strategies, which are described in Item 1. Business,including successfully integrating acquisitions, which could adversely impact our consolidated financial position and resultsof operations .Our growth strategy includes business acquisitions, including knowledge-enabled services, which complement our existingbusinesses. Acquisitions may have a substantial impact on our consolidated financial position and results of operations.Acquisitions involve risks and uncertainties, including difficulties in integrating acquired operations and in realizing expectedopportunities, cost synergies, diversions of management resources, loss of key employees, challenges with respect to operatingnew businesses, and other uncertainties.We have announced our intent to explore the sale of certain of our businesses, and such proposed divestitures may introducesignificant risks and uncertainties.We have initiated a strategic review of our non-core education businesses which could result in the future divestiture of certainassets or businesses that no longer fit with our strategic direction or growth targets. Divestitures involve significant risks anduncertainties that could adversely affect our business, consolidated financial position and consolidated results of operations.These include, among others, the inability to find potential buyers on favorable terms, disruption to our business and/ordiversion of management attention from other business concerns, the potential loss of key employees, difficulties in separatingthe operations of the divested business, and retention of certain liabilities related to the divested business. Significant time andexpenses could be incurred to divest these non-core businesses which may adversely affect operations as dispositions mayrequire our continued financial involvement, such as through transition service agreements, guarantees, and indemnities or othercurrent or contingent financial obligations and liabilities.The demand for digital and lower cost books could impact our sales volumes and pricing in an adverse way.A common trend facing each of our businesses is the digitization of content and proliferation of distribution channels throughthe Internet and other electronic means, which are replacing traditional print formats. This trend towards digital content has alsocreated contraction in the print book retail market which increases the risk of bankruptcy for certain retail customers, potentiallyleading to the disruption of short-term product supply to consumers, as well as potential bad debt write-offs. New distributionchannels, such as digital formats, the Internet, online retailers, and growing delivery platforms (e.g., tablets and e-readers),combined with the concentration of retailer power, present both risks and opportunities to our traditional publishing models,potentially impacting both sales volumes and pricing.As the market has shifted to digital products, customer expectations for lower-priced products have increased due to customerawareness of reductions in production costs and the availability of free or low-cost digital content and products. As a result,there has been pressure to sell digital versions of products at prices below their print versions. Increased customer demand forlower prices could reduce our revenue.15IndexWe publish educational content for undergraduate, graduate, and advanced placement students, lifelong learners, and, inAustralia, for secondary school students. Due to growing student demand for less expensive textbooks, many collegebookstores, online retailers, and other entities, offer used or rental textbooks to students at lower prices than new textbooks. TheInternet has made the used and rental textbook markets more efficient and has significantly increased student access to used andrental textbooks. Further expansion of the used and rental textbook markets could further adversely affect our sales of printtextbooks, subsequently affecting our consolidated financial position and results of operations.A reduction in enrollment at colleges and universities could adversely affect the demand for our higher education products.Enrollment in US colleges and universities can be adversely affected by many factors, including changes in government andprivate student loan and grant programs, uncertainty about current and future economic conditions, increases in tuition, generaldecreases in family income and net worth, and record low unemployment due to an active job market. In addition, enrollmentlevels at colleges and universities outside the US are influenced by global and local economic factors, local political conditions,and other factors that make predicting foreign enrollment levels difficult. Reductions in expected levels of enrollment atcolleges and universities both within and outside the US could adversely affect demand for our higher education offerings,which could adversely impact our consolidated financial position and results of operations.If we are unable to retain key talent and other colleagues, our consolidated financial condition or results of operations maybe adversely affected.The Company and industry are highly dependent on the loyal engagement of key leaders and colleagues. Loss of talent due toinadequate skills and career path development or maintaining competitive salaries and benefits could have a significant impacton Company performance.We are highly dependent on the continued services of key talent who have in-depth market and business knowledge and/or keyrelationships with business partners. The loss of the services of key talent for any reason and our inability to replace them withsuitable candidates quickly or at all, as well as any negative market perception resulting from such loss, could have a materialadverse effect on our business, consolidated financial position, and results of operations.We have a significant investment in our colleagues around the world. We offer competitive salaries and benefits in order toattract and retain the highly skilled workforce needed to sustain and develop new products and services required for growth.Employment costs are affected by competitive market conditions for qualified individuals and factors such as healthcare andretirement benefit costs.The competitive pressures we face in our business, as well as our ability to retain our business relationships with ourauthors and professional societies, could adversely affect our consolidated financial position and results of operations.The contribution of authors and their professional societies is one of the more important elements of the highly competitivepublishing business. Success and continued growth depend greatly on developing new products and the means to deliver themin an environment of rapid technological change. Attracting new authors and professional societies while retaining our existingbusiness relationships is critical to our success. If we are unable to retain our existing business relationships with authors andprofessional societies, this could have an adverse impact on our consolidated financial position and results of operations.16IndexInformation Technology Systems and Cybersecurity RisksOur company is highly dependent on information technology systems and their business management and customer-facingcapabilities critical for the long-term competitive sustainability of the business. If we fail to innovate in response to rapidlyevolving technological and market developments, our competitive position may be negatively impacted.We must continue to invest in technology and other innovations to adapt and add value to our products and services to remaincompetitive. This is particularly true in the current environment, where investment in new technology is ongoing and there arerapid changes in the products competitors are offering, the products our customers are seeking, and our sales and distributionchannels. In some cases, investments will take the form of internal development; in others, they may take the form of anacquisition. There are uncertainties whenever developing or acquiring new products and services, and it is often possible thatsuch new products and services may not be launched, or, if launched, may not be profitable or as profitable as existing productsand services. If we are unable to introduce new technologies, products, and services, our ability to be profitable may beadversely affected.In addition, our ability to effectively compete, may be affected by our ability to anticipate and respond effectively to theopportunity and threat presented by new technology disruption and developments, including generative artificial intelligence(GAI). We may be exposed to competitive risks related to the adoption and application of new technologies by establishedmarket participants or new entrants, and others.We cannot predict the effect of technological changes on our business. Failure to keep pace with these technologicaldevelopments or otherwise bring to market products that reflect these technologies could have a material adverse impact on ouroverall business and results of operations. We may not be successful in anticipating or responding to these developments on atimely and cost-effective basis. Additionally, the effort to gain technological expertise and develop new technologies in ourbusiness requires us to incur significant expenses. If we cannot offer new technologies as quickly as our competitors, or if ourcompetitors develop more cost-effective technologies or product offerings, we could experience a material adverse effect on ouroperating results, growth and financial condition.We may be susceptible to information technology risks that may adversely impact our business, consolidated financialposition and results of operations.Information technology is a key part of our business strategy and operations. As a business strategy, Wiley’s technology enablesus to provide customers with new and enhanced products and services and is critical to our success in migrating from print todigital business models. Information technology is also a fundamental component of all our business processes, collecting andreporting business data, and communicating internally and externally with customers, suppliers, employees, and others. We facetechnological risks associated with digital products and service delivery in our businesses, including with respect to informationtechnology capability, reliability, security, enterprise resource planning, system implementations, and upgrades. Across ourbusinesses, we hold personal data, including that of employees and customers. Failures of our information technology systemsand products (including operational failure, natural disaster, computer virus, or cyberattacks) could interrupt the availability ofour digital products and services, result in corruption or loss of data or breach in security, and result in liability or reputationaldamage to our brands and/or adversely impact our consolidated financial position and results of operations.Management has designed and implemented policies, processes, and controls to mitigate risks of information technology failureand to provide security from unauthorized access to our systems. In addition, we have disaster recovery plans in place tomaintain business continuity for our key financial systems. While key financial systems have backup and tested disasterrecovery systems, other applications and services have limited backup and recovery procedures which may delay or preventrecovery in case of disaster. The size and complexity of our information technology and information security systems, and thoseof our third-party vendors with whom we contract, make such systems potentially vulnerable to cyberattacks common to mostindustries from inadvertent or intentional actions by employees, vendors, or malicious third parties. While we have taken stepsto address these risks, there can be no assurance that a system failure, disruption, or data security breach would not adverselyaffect our business and could have an adverse impact on our consolidated financial position and results of operations.17IndexWe are continually improving and upgrading our computer systems and software. We have implemented a global EnterpriseResource Planning (ERP) system as part of a multiyear plan to integrate and upgrade our operational and financial systems andprocesses. We have also implemented record-to-report, purchase-to-pay, and several other business processes within alllocations. We implemented order-to-cash for certain businesses and have continued to roll out additional processes andfunctionality of the ERP system in phases. Implementation of an ERP system involves risks and uncertainties. Any disruptions,delays, or deficiencies in the design or implementation of a new system could result in increased costs, disruptions inoperations, or delays in the collection of cash from our customers, as well as having an adverse effect on our ability to timelyreport our financial results, all of which could materially adversely affect our business, consolidated financial position, andresults of operations. We currently use out of support systems for order management for certain businesses. While we havecontingency support available, any major disruptions, while unlikely, may require longer remediation time. This could impactour ability to process and fulfill orders for those businesses. We currently use a legacy platform with limited support for ordermanagement of the global Academic business. Any defects and disruptions in the legacy systems which cannot be addressed ina timely manner could impact our ability to process orders and reconcile financial statements.Cyber risk and the failure to maintain the integrity of our operational or security systems or infrastructure, or those of thirdparties with which we do business, could have a material adverse effect on our business, consolidated financial condition,and results of operations.The cybersecurity risks we face range from cyberattacks common to most industries, such as the development and deploymentof malicious software to gain access to our networks and attempt to steal confidential information, launch distributed denial ofservice attacks, or attempt other coordinated disruptions, to more advanced threats that target us because of our prominence inthe global research and advisory field. As a result of the COVID-19 pandemic, most of our employees continue to workremotely, at least some of the time, which magnifies the importance of the integrity of our remote access security measures.Like many multinational corporations, we, and some third parties upon which we rely, have experienced cyberattacks on ourcomputer systems and networks in the past and may experience them in the future, likely with more frequency andsophistication and involving a broader range of devices and modes of attack, all of which will increase the difficulty ofdetecting and successfully defending against them. To date, none have resulted in any material adverse impact to our business,operations, products, services, or customers. Wiley has invested heavily in Cybersecurity tools and resources to keep oursystems safe. We have implemented various security controls to meet our security obligations, while also defending againstconstantly evolving security threats. Our security controls help to secure our information systems, including our computersystems, intranet, proprietary websites, email and other telecommunications and data networks, and we scrutinize the security ofoutsourced website(s) and service providers prior to retaining their services. However, the security measures implemented by usor by our outside service providers may not be effective, and our systems (and those of our outside service providers) may bevulnerable to theft, loss, damage and interruption from a number of potential sources and events, including unauthorized accessor security breaches, cyber-attacks, computer viruses, power loss, or other disruptive events.The security compliance landscape continues to evolve, requiring us to stay apprised of changes in cybersecurity, privacy lawsand regulations, such as the European Union General Data Protection Regulation (GDPR), the California Consumer Privacy Act(CCPA), the Brazilian General Data Protection Law (LGPD), the Chinese Cybersecurity, Data Security and PersonalInformation Protection laws (PIPL). The United Kingdom ceased to be an EU Member State on January 31, 2020, but enactedthe UK data protection law. It is unclear how UK data protection laws will continue to develop; however, contractual clauseshave been established regulating data transfers to and from the United Kingdom. Some countries also are considering or haveenacted legislation requiring local storage and processing of data that could increase the cost and complexity of delivering ourservices.In addition, to new and proposed data protection laws, we also stay apprised and adopt certain security standards required byour clients, such as International Organization for Standardization (ISO), National Institute of Standards and Technology (NIST)and Center for Internet Security (CIS). Recent well-publicized security breaches at other companies have led to enhancedgovernment and regulatory scrutiny of the measures taken by companies to protect against cyberattacks and may in the futureresult in heightened cybersecurity requirements, including additional regulatory expectations for oversight of vendors andservice providers.18IndexA cyberattack could cause delays in initiating or completing sales, impede delivery of our products and services to our clients,disrupt other critical client-facing or business processes, or dislocate our critical internal functions. Additionally, any materialbreaches or other technology-related catastrophe, or media reports of perceived security vulnerabilities to our systems or thoseof our third parties, even if no breach has been attempted or has occurred, could cause us to experience reputational harm, lossof customers and revenue, fines, regulatory actions and scrutiny, sanctions or other statutory penalties, litigation, liability forfailure to safeguard our customers information, or financial losses that are either not insured against or not fully coveredthrough any insurance maintained by us.Operational RisksWe may not realize the anticipated cost savings and benefits from, or our business may be disrupted by, our businesstransformation and restructuring efforts.We continue to transform our business from a traditional publishing model to a global provider of content-enabled solutionswith a focus on digital products and services. We have made several acquisitions over the past few years that representexamples of strategic initiatives that were implemented as part of our business transformation. We will continue to exploreopportunities to develop new business models and enhance the efficiency of our organizational structure. The rapid pace andscope of change increases the risk that not all our strategic initiatives will deliver the expected benefits within the anticipatedtimeframes. In addition, these efforts may disrupt our business activities, which could adversely affect our consolidated financialposition and results of operations.We continue to restructure and realign our cost base with current and anticipated future market conditions, including ourBusiness Optimization Program and Fiscal Year 2023 Restructuring Program. Significant risks associated with these actions thatmay impair our ability to achieve the anticipated cost savings or that may disrupt our business, include delays in theimplementation of anticipated workforce reductions in highly regulated locations outside of the US, decreases in employeemorale, the failure to meet operational targets due to the loss of key employees, and disruptions of third parties to whom wehave outsourced business functions. In addition, our ability to achieve the anticipated cost savings and other benefits from theseactions within the expected timeframe is subject to many estimates and assumptions. These estimates and assumptions aresubject to significant economic, competitive, and other uncertainties, some of which are beyond our control. If these estimatesand assumptions are incorrect, if we experience delays, or if other unforeseen events occur, our business and consolidatedfinancial position and results of operations could be adversely affected.We may not realize the anticipated cost savings and processing efficiencies associated with the outsourcing of certainbusiness processes.We have outsourced certain business functions, principally in technology, content management, printing, warehousing,fulfillment, distribution, returns processing, and certain other transactional processing functions, to third-party service providersto achieve cost savings and efficiencies. If these third-party service providers do not perform effectively, we may not be able toachieve the anticipated cost savings, and depending on the function involved, we may experience business disruption orprocessing inefficiencies, all with potential adverse effects on our consolidated financial position and results of operations.Challenges and uncertainties associated with operating in certain global markets has a higher risk due to political instability,economic volatility, crime, terrorism, corruption, social and ethnic unrest, and other factors, which may adversely impact ourconsolidated financial position and results of operations.We sell our products to customers in certain sanctioned and previously sanctioned developing markets in accordance with suchrestrictions. While sales in these markets are not material to our consolidated financial position and results of operations,adverse developments related to the risks associated with these markets may cause actual results to differ from historical andforecasted future consolidated operating results.We have certain technology development operations in Sri Lanka, and previously in Russia, related to software developmentand architecture, digital content production, and system testing services. Due to the political instability within these regions,there is the potential for future government embargos and sanctions, which could disrupt our operations in these areas. Whilewe have developed business continuity plans to address these issues, further adverse developments in the region could have amaterial impact on our consolidated financial position and results of operations.19IndexIn February 2022, the Russian Federation and Belarus commenced a military action with Ukraine. As a result, the United States,as well as other nations, instituted economic sanctions against Russia and Belarus. The impact of this action and relatedsanctions on the world economy is not currently determinable but the impact of this conflict has not been material to ourconsolidated financial position and results of operations.In the third quarter of fiscal year 2023, due to the political instability and military actions between Russia and Ukraine, wemade the decision to close our operations in Russia, which primarily consists of technology development resources. We aresubstantially complete with this closure as of April 30, 2023, except for the formal liquidation of our Russian legal entity, whichwe expect to complete in fiscal year 2024. This action did not materially impact our overall operations. Prior to the closure, thenet assets of our Russian operations were not material to our overall consolidated financial position. We have customers inRussia, primarily for our Research offerings, which are not material to our overall consolidated results of operations. We do nothave operations in Ukraine or Belarus, and the business conducted in those countries is also not material to our consolidatedfinancial position and results of operations.In our Research segment, approximately 32% of the articles we published in 2022 included a China based author. Thiscompares to the industry percentage which is approximately 30% of articles published in 2022 which included a China basedauthor. Any restrictions on exporting intellectual property could adversely affect our business and consolidated financialposition and results of operations. Chinese governments and institutions are producing early warning lists of journals publishedby non-Chinese publishers that have high proportions of Chinese content which could have an impact on future article volumes.In our journal publishing business, we have a trade concentration and credit risk related to subscription agents, and in ourbook business the industry has a concentration of customers in national, regional, and online bookstore chains. Changes inthe financial position and liquidity of our subscription agents and customers could adversely impact our consolidatedfinancial position and results of operations.In the journal publishing business, subscriptions are primarily sourced through journal subscription agents who, acting as agentsfor library customers, facilitate ordering by consolidating the subscription orders/billings of each subscriber with variouspublishers. Cash is generally collected in advance from subscribers by the subscription agents and is principally remitted to usbetween the months of December and April. Although at fiscal year-end we had minimal credit risk exposure to these agents,future calendar year subscription receipts from these agents are highly dependent on their financial condition and liquidity.Subscription agents account for approximately 15% of total annual consolidated revenue and no one agent accounts for morethan 10% of total annual consolidated revenue.Our book business is not dependent upon a single customer; however, the industry is concentrated in national, regional, andonline bookstore chains. Although no book customer accounts for more than 6% of total consolidated revenue and 10% ofaccounts receivable at April 30, 2023, the top 10 book customers account for approximately 10% of total consolidated revenueand approximately 20% of accounts receivable at April 30, 2023.In our Research business, a lack of integrity in our published research could adversely impact our consolidated financialposition and results of operations.We publish research authored by individuals outside our Company. The integrity of that research could be compromised due tothe manipulation, misrepresentation and misconduct by those individuals or other outsiders involved in the publishing process.This activity could adversely impact our open access publishing and article output by causing us to potentially pausepublication, retract articles, or halt publication of a journal, which could adversely impact our business and consolidatedfinancial position and results of operations.20IndexFinancial RisksChanges in global economic conditions could impact our ability to borrow funds and meet our future financing needs.Changes in global financial markets have not had, nor do we anticipate they will have, a significant impact on our liquidity. Dueto our significant operating cash flow, financial assets, access to capital markets, and available lines of credit and revolvingcredit agreements, we continue to believe that we have the ability to meet our financing needs for the foreseeable future. Asmarket conditions change, we will continue to monitor our liquidity position. However, there can be no assurance that ourliquidity or our consolidated financial position and results of operations will not be adversely affected by possible futurechanges in global financial markets and global economic conditions. Unprecedented market conditions including illiquid creditmarkets, volatile equity markets, dramatic fluctuations in foreign currency and interest rates, and economic recession, couldaffect future results.Fluctuations in foreign currency exchange rates and interest rates could materially impact our consolidated financialcondition and results of operations.Non-US revenues, as well as our substantial non-US net assets, expose our consolidated results to volatility from changes inforeign currency exchange rates. The percentage of consolidated revenue for the year ended April 30, 2023 recognized in thefollowing currencies (on an equivalent US dollar basis) were approximately: 57% US dollar, 24% British pound sterling, 10%euro, and 9% other currencies. In addition, our interest-bearing loans and borrowings are subject to risk from changes in interestrates. We may, from time to time, use derivative instruments to hedge such risks. Notwithstanding our efforts to foresee andmitigate the effects of changes in external market or fiscal circumstances, we cannot predict with certainty changes in foreigncurrency exchange rates and interest rates, inflation, or other related factors affecting our business, consolidated financialposition, and results of operations .We may not be able to mitigate the impact of inflation and cost increases, which could have an adverse impact on ourconsolidated financial position and results of operations.From time to time, we experience cost increases reflecting, in part, general inflationary factors. There is no guarantee that wecan increase selling prices or reduce costs to fully mitigate the effect of inflation on our costs, which may adversely impact ourconsolidated financial position and results of operations.As a result of acquisitions, we have and may record a significant amount of goodwill and other identifiable intangible assetsand we may never realize the full carrying value of these assets .As a result of acquisitions, we recorded a significant amount of goodwill and other identifiable intangible assets. At April 30,2023, we had $1,204.1 million of goodwill and $854.8 million of intangible assets, of which $121.9 million are indefinite-livedintangible assets, on our Consolidated Statements of Financial Position. The intangible assets are principally composed ofcontent and publishing rights, customer relationships, brands and trademarks, and developed technology. Failure to achievebusiness objectives and financial projections could result in an asset impairment, which would result in a noncash charge to ourconsolidated results of operations. Goodwill and intangible assets with indefinite lives are tested for impairment on an annualbasis and when events or changes in circumstances indicate that impairment may have occurred. Intangible assets with definitelives, which were $732.9 million at April 30, 2023, are tested for impairment only when events or changes in circumstancesindicate that an impairment may have occurred. Determining whether an impairment exists can be difficult as a result ofincreased uncertainty and current market dynamics and requires management to make significant estimates and judgments. Anoncash intangible asset impairment charge could have a material adverse effect on our consolidated financial position andresults of operations. See Note 11, “Goodwill and Intangible Assets” for further information related to goodwill and intangibleassets, and the impairment charges recorded in the year ended April 30, 2023.21IndexChanges in pension costs and related funding requirements may impact our consolidated financial position and results ofoperations.We provide defined benefit pension plans for certain employees worldwide. Our Board of Directors approved amendments tothe US, Canada, and UK defined benefit plans that froze the future accumulation of benefits effective June 30, 2013, December31, 2015, and April 30, 2015, respectively. The retirement benefit pension plan in Russia was discontinued on February 28,2023 and we retain no further obligations for retirement benefits in Russia. The funding requirements and costs of these plansare dependent upon various factors, including the actual return on plan assets, discount rates, plan participant populationdemographics, and changes in global pension regulations. Changes in these factors affect our plan funding, consolidatedfinancial position, and results of operations.Legal, Regulatory, and Compliance RisksChanges in laws, tariffs, and regulations, including regulations related to open access, could adversely impact ourconsolidated financial position and results of operations.We maintain operations in Asia, Australia, Canada, Europe, South America, the Middle East, and the US. The conduct of ourbusiness, including the sourcing of content, distribution, sales, marketing, and advertising, is subject to various laws andregulations administered by governments around the world. Changes in laws, regulations, or government policies, including taxregulations and accounting standards, may adversely affect our future consolidated financial position and results of operations.The scientific research publishing industry generates much of its revenue from paid customer subscriptions to online and printjournal content. There is interest within government, academic, and library communities for such journal content to be madeavailable for free immediately or following a period of embargo after publication, referred to as open access. For instance,certain governments and privately held funding bodies have implemented mandates that require journal articles derived fromgovernment-funded research to be made available to the public at no cost immediately or after an embargo period. Open accesscan be achieved in two ways: Green, which enables authors to publish articles in subscription-based journals and self–archivethe author accepted version of the article for free public use after any embargo period; and Gold, which enables authors topublish their articles in journals that provide immediate free access to the final version of the article on the publisher’s website,and elsewhere under permissive licensing terms, following payment or waiver of an APC. These mandates have the potential toput pressure on subscription-based publications. If such regulations are widely implemented, our consolidated financial positionand results of operations could be adversely affected.To date, many of the governments and national research councils that have taken a position on open access have favored theGreen model and have generally specified embargo periods of twelve months. The publishing community generally takes theview that this period should be sufficient to protect subscription revenues, provided that publishers’ platforms offer sufficientadded value to the article. Governments in Europe have been more supportive of the Gold model, which thus far is generatingincremental revenue for publishers with active open access programs. Many institutions have signed on to the business modelwhich combines the purchasing of subscription content with the purchase of open access publishing for affiliated authors. Thisdevelopment removes an element of risk by fixing revenues from that market, provided that the terms, price, and rate oftransition negotiated are acceptable.On January 31, 2020, the UK exited the European Union (EU), an action referred to as Brexit. The uncertainty concerning theUK’s legal, political, and economic relationship with the EU after Brexit may be a source of instability in the internationalmarkets, create significant currency fluctuations, and/or otherwise adversely affect trading agreements or similar cross-bordercooperation arrangements (whether economic, tax, fiscal, legal, regulatory, or otherwise) beyond the date of Brexit.Additional Brexit-related impacts on our business could include potential inventory shortages in the UK, increased regulatoryburdens and costs to comply with UK-specific regulations, and higher transportation costs for our products coming into and outof the UK. Any of these effects, among others, could materially and adversely affect our business and consolidated financialposition and results of operations.22IndexChanges in global and local tax laws and regulations in, and the distribution of income among, jurisdictions in which theCompany operates could have a material impact on our consolidated financial position and results of operations.We are subject to tax laws in the jurisdictions where we conduct business, including the US and many foreign jurisdictions.Wiley's future results of operations could be adversely affected by changes in the effective tax rate as a result of a change in themix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, theresult of audits of previously filed tax returns, or changes in liabilities for uncertain tax positions, the cost of repatriation, orchanges in tax laws and regulations and the interpretations thereof in the jurisdictions where we operate.A number of international legislative and regulatory bodies have proposed legislation and begun investigations of the taxpractices of multinational companies and, in the European union, the tax policies of certain European Union member states. Oneof these efforts has been led by the Organization for Economic Co-operation and Development (OECD), which has finalizedrecommendations to revise corporate tax, transfer pricing, and tax treaty provisions in member countries. On December 15,2022, European Union member states unanimously adopted the Minimum Tax Directive ensuring a global minimum level oftaxation for multinational companies. Member states have until December 31, 2023, to transpose the Minimum Tax Directiveinto national legislation. The enactment of this and the heightened interest in and taxation of large multinational companiesincrease tax uncertainty and could ultimately have a material effect on our effective tax rate, income tax expense, net income, orcash flows.On August 16, 2022, the Inflation Reduction Act of 2022 was enacted into law in the United States, which, among other things,created a new corporate alternative minimum tax of 15% for certain corporations and a 1% excise tax on stock repurchasesmade by publicly traded US.companies after December 31, 2022. In addition, there are proposals to increase the rate andotherwise change US tax laws, which could significantly increase the Company's tax rate. Given the unpredictability of possiblefurther changes to, and the potential interdependency of, the United States or foreign tax laws and regulations, it is difficult topredict the cumulative effect of such laws and regulations on Wiley's results of operations.We are also subject to potential taxes in jurisdictions where we have sales even though we do not have a physical presence.These potential taxes could have a material impact on our consolidated financial position and results of operations assubstantially all our taxable income is earned outside the US. In addition, we are subject to examination by tax authorities andalthough we believe our tax estimates are reasonable, the final determination of tax audits could be materially different from ourhistorical income tax provisions and accruals and could have a material impact on our consolidated financial position andresults of operations.Our intellectual property rights may not be protected, which could adversely affect our consolidated financial position andresults of operations.A substantial portion of our publications are protected by copyright, held either in our name, in the name of the author of thework, or in the name of a sponsoring professional society. Such copyrights protect our exclusive right to publish the work inmany countries abroad for specified periods, in most cases, the author’s life plus 70 years. Our ability to continue to achieve ourexpected results depends, in part, upon our ability to protect our intellectual property rights. Our consolidated financial positionand results of operations may be adversely affected by lack of legal and/or technological protections for its intellectual propertyin some jurisdictions and markets.A disruption or loss of data sources could limit our collection and use of certain kinds of information, which could adverselyimpact our communication with our customers.Several of our businesses rely extensively upon content and data from external sources. Data is obtained from public records,governmental authorities, customers, and other information companies, including competitors. Legal regulations, such as theEU’s GDPR, relating to Internet communications, privacy and data protection, e-commerce, information governance, and use ofpublic records, are becoming more prevalent worldwide. The disruption or loss of data sources, either because of changes in thelaw or because data suppliers decide not to supply them, may impose limits on our collection and use of certain kinds ofinformation about individuals and our ability to communicate such information effectively with our customers. In addition,GDPR imposes a strict data protection compliance regime with severe penalties of up to 4% of worldwide revenue or €20million, whichever is greater.23IndexIf we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timelybasis could be impaired.We are subject to the reporting requirements of the Securities Exchange Act of 1934, the Sarbanes-Oxley Act (Sarbanes-OxleyAct) and the rules and regulations of the New York Stock Exchange. The Sarbanes-Oxley Act requires, among other things, thatwe maintain effective disclosure controls and procedures and internal control over financial reporting. We are required toperform system and process evaluations and testing of our internal control over financial reporting to allow management toreport on the effectiveness of our internal control over financial reporting in our Annual Report on Form 10-K, as required bySection 404 of the Sarbanes-Oxley Act. This may require us to incur substantial additional professional fees and internal coststo further expand our accounting and finance functions and expend significant management efforts.We may in the future discover material weaknesses in our system of internal financial and accounting controls and proceduresthat could result in a material misstatement of our financial statements. In addition, our internal control over financial reportingwill not prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide onlyreasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in allcontrol systems, no evaluation of controls can provide absolute assurance that misstatements due to errors or fraud will notoccur, or that all control issues and instances of fraud will be detected.If we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, or if we areunable to maintain proper and effective internal controls, we may not be able to produce timely and accurate financialstatements. If that were to happen, the market price of our stock could decline and we could be subject to sanctions orinvestigations by the SEC or other regulatory authorities.General RisksGlobal economic, market, public health and geopolitical conditions or other events could negatively impact our consolidatedfinancial positions and results of operations.We are exposed to risks and uncertainties caused by factors beyond our control, including global economic, public health andgeopolitical conditions. These include economic weakness, softness in consumer and corporate spending, uncertainty andvolatility, including the potential for a recession; a competitive labor market and evolving workforce expectations; inflation,rising interest rates; public health crisis, including pandemics; financial stability of the banking industry, and political andsociopolitical uncertainties and conflicts. These factors may result in declines and/or volatility in our results or stock price. Ourgeneral business strategy may be adversely affected by any such economic downturn, volatile business environment orcontinued unpredictable and unstable market conditions. Our business could also be impacted by volatility caused bygeopolitical events, such as the conflict in Ukraine. In addition, the actual or perceived effects of a disease outbreak, epidemic,pandemic or similar widespread public health concern, such as COVID-19, could also materially and adversely affect ourresults. The future impact that global economic, public health and geopolitical conditions will have on our business operationsand financial results is uncertain and will depend on numerous evolving factors and developments that we are not able toreliably predict or mitigate. It is also possible that these conditions may impact other risks discussed in this section.24IndexThe trading price of the shares of our common stock may fluctuate materially, and investors of our common stock couldincur substantial losses.Our stock price may fluctuate materially. The stock market in general has experienced significant volatility that has often beenunrelated to the operating performance of companies. As a result of this volatility, investors may not be able to sell theircommon stock at or above the price paid for the shares. The market price for our common stock may be influenced by manyfactors, including:• Actual or anticipated changes in our consolidated operating results;• Variances between actual consolidated operating results and the expectations of securities analysts, investors, and thefinancial community;• Changes in financial estimates by us or by any securities analysts who might cover our stock;• Conditions or trends in our industry, the stock market, or the economy;• The level of demand for our stock, the stock market price, and volume fluctuations of comparable companies;• Announcements by us or our competitors of new product or service offerings, significant acquisitions, strategicpartnerships, or divestitures;• Announcements of investigations or regulatory scrutiny of our operations or lawsuits filed against us;• Capital commitments;• Investors’ general perception of the Company and our business;• Recruitment or departure of key personnel; and• Sales of our common stock, including sales by our directors and officers or specific stockholders.Adverse publicity could negatively impact our reputation, which could adversely affect our consolidated financial positionand results of operations.Our professional customers worldwide rely upon many of our publications to perform their jobs. It is imperative that weconsistently demonstrate our ability to maintain the integrity of the information included in our publications. Adverse publicity,whether valid or not, may reduce demand for our publications and adversely affect our consolidated financial position andresults of operations.Item 1B. Unresolved Staff CommentsNone.25IndexItem 2. PropertiesWe occupy office, warehouse, and distribution facilities in various parts of the world, as listed below (excluding those locationswith less than 10,000 square feet of floor area, none of which is considered material property).Due to the increased use of virtual work arrangements for post-pandemic operations and our various restructuring programs, weexited certain leased office space, subleased certain office spaces, and reduced occupancy at other facilities. In Part II, Item 8,“Financial Statements and Supplementary Data” see Note 7, “Restructuring and Related Charges (Credits),” of the Notes toConsolidated Financial Statements for details of these restructuring programs.All of the current buildings and the equipment owned or leased are believed to be in good operating condition and are suitablefor the conduct of our business.LocationPurposeOwned or LeasedApprox. Sq. Ft.United States:New JerseyCorporate HeadquartersLeased294,000IndianaOfficeLeased42,000CaliforniaOfficesLeased21,000MassachusettsOfficeLeased26,000FloridaOfficeLeased58,000MinnesotaOfficeLeased28,000North CarolinaOfficeLeased12,000International:EnglandDistribution CentersLeased298,000OfficesLeased85,000OfficesOwned70,000FranceOfficesLeased17,000GermanyOfficeOwned104,000OfficeLeased14,000JordanOfficeLeased24,000ChinaOfficesLeased40,000IndiaDistribution CentersLeased12,000OfficeLeased25,000GreeceOfficeLeased11,000BrazilOfficeLeased12,000Sri LankaOfficeLeased38,000Item 3. Legal ProceedingsThe information set forth in Part II, Item 8, “Financial Statements and Supplementary Data” in Note 16, “Commitment andContingencies,” of the Notes to Consolidated Financial Statements is incorporated herein by reference.We are involved in routine litigation in the ordinary course of our business. In the opinion of management, the ultimateresolution of all pending litigation will not have a material effect upon our consolidated financial position or results ofoperations.Item 4. Mine Safety DisclosuresNot applicable.26IndexInformation About Our Executive OfficersSet forth below are the current executive officers of the Company.Name, Current and Former PositionsAgeFirst Elected toCurrent PositionBRIAN A. NAPACK61December 2017President and Chief Executive Officer and DirectorMarch 2012 – Senior Advisor, Providence Equity Partners LLCCHRISTINA VAN TASSELL52October 2021Executive Vice President and Chief Financial OfficerNovember 2017 – Chief Financial Officer – Dow Jones & Company, Inc.DEIRDRE SILVER55February 2020Executive Vice President, General CounselAugust 2015 – Associate General Counsel, Senior Vice President of Legal, ResearchJAMES FLYNN52September 2021Executive Vice President and General Manager, ResearchJuly 2018 – Chief Product Officer, Research, WileyMay 2015 – Senior Vice President and Managing Director, Research Publishing, WileyCHRISTOPHER F. CARIDI57October 2020Senior Vice President, Global Corporate Controller, and Chief Accounting OfficerJune 2020 – SVP, Chief Accounting Officer and Controller, Teladoc Health, Inc.March 2017 – SVP, Chief Accounting Officer and Controller, John Wiley & SonsMarch 2014 – Vice President, Finance, Thomson ReutersKEVIN MONACO59October 2018Senior Vice President, Treasurer and TaxOctober 2009 – SVP, Finance, Treasurer, and Investor Relations, Coty Inc.AREF MATIN64May 2018Executive Vice President, Chief Technology OfficerFebruary 2015 – Executive Vice President, Chief Technology Officer, Ascend LearningJuly 2012 – Executive Vice President, Chief Technology Officer, Pearson LearningTechnologies & Pearson Higher EducationMATTHEW LEAVY55September 2019Executive Vice President and General Manager, AcademicSeptember 2018 – SVP, Business DevelopmentJanuary 2018 – Principal Leavy Consulting LLCAugust 2013 – Managing Director Global Managed Services, Pearson plcDANIELLE MCMAHAN48November 2019Executive Vice President, Chief People & Operations OfficerJune 2017 – Chief Human Resources Officer, York Risk Services GroupJuly 2014 – VP, Global Talent, American ExpressTODD ZIPPER46June 2020Executive Vice President and General Manager, TalentNovember 2018 – Co-President, Wiley Education ServicesJanuary 2015 – President and CEO, The Learning House, IncSHARI HOFFER52December 2021Executive Vice President, Chief Marketing OfficerMay 2017 – SVP Marketing27IndexPART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesOur Class A and Class B shares are listed on the New York Stock Exchange under the symbols WLY and WLYB, respectively.On a quarterly basis, the Board of Directors considers the payment of cash dividends based upon its review of earnings, ourfinancial position, and other relevant factors. As of May 31, 2023, the approximate number of holders of our Class A and ClassB Common Stock were 672 and 44, respectively, based on the holders of record.During the year ended April 30, 2020, our Board of Directors approved an additional share repurchase program of $200 millionof Class A or B Common Stock. As of April 30, 2023, we had authorization from our Board of Directors to purchase up to$162.5 million that was remaining under this program.During the fourth quarter of fiscal year 2023, we made the following purchases of Class A and Class B Common Stock underthe publicly announced stock repurchase program.Total Numberof SharesPurchasedAverage PricePaid Per ShareTotal Numberof SharesPurchasedas Part of aPubliclyAnnouncedProgramMaximumNumberof Shares thatMay BePurchasedUnder theProgramMaximumDollar Valueof Shares thatMay YetBe PurchasedUnderAdditionalPlans orPrograms(Dollars inMillions)February 2023—$— ——$173.5 March 202315136.97 151—167.9 April 202314138.37 141—162.5 Total292$37.64 292—$162.5 Performance GraphThe below graph provides an indicator of the cumulative total return to shareholders of the Company’s Class A Common Stockas compared with the cumulative total return on the Russell 2000, the Dow Jones Publishing Index and the S&P 400 Midcap,for the period from April 30, 2018 to April 30, 2023. The Company has elected to use the Russell 2000 Index and the S&P 400Midcap index as its broad equity market indices because it is currently included in these indices. Cumulative total returnassumes $100.00 invested on April 30, 2018 and reinvestment of dividends throughout the period.April 30, 2018April 30, 2019April 30, 2020April 30, 2021April 30, 2022April 30, 2023WLY$100.00 $71.81 $60.24 $94.44 $86.54 $67.90 Russell 2000$100.00 $104.57 $87.41 $152.86 $127.04 $122.36 Dow Pub$100.00 $106.96 $104.62 $174.28 $154.93 $146.55 S&P 400$100.00 $106.98 $90.97 $152.73 $141.95 $143.77 Item 6. [Reserved]28IndexItem 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe information in our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)should be read together with our Consolidated Financial Statements and related notes set forth in Part II, Item 8, as well as thediscussion included in Part I, Item 1, “Business,” “Cautionary Notice Regarding Forward-Looking Statements “Safe Harbor”Statement under the Private Securities Litigation Reform Act of 1995” and “Non-GAAP Financial Measures,” along with Part I,Item 1A, “Risk Factors,” of this Annual Report on Form 10-K. All amounts and percentages are approximate due to roundingand all dollars are in thousands, except per share amounts or where otherwise noted. When we cross-reference to a “Note,” weare referring to our “Notes to Consolidated Financial Statements,” in Part II, Item 8, “Financial Statements and SupplementaryData” unless the context indicates otherwise.OverviewWiley is a global leader in scientific research and career-connected education, unlocking human potential by enabling discovery,powering education, and shaping workforces. For over 200 years, Wiley has fueled the world’s knowledge ecosystem. Today,our high-impact content, platforms, and services help researchers, learners, institutions, and corporations achieve their goals inan ever-changing world. Wiley is a predominantly digital company with approximately 85% of revenue for the year ended April30, 2023 generated by digital products and tech-enabled services. For the year ended April 30, 2023, approximately 57% of ourrevenue is recurring which includes revenue that is contractually obligated or set to recur with a high degree of certainty.We have reorganized our Education lines of business into two new customer-centric segments. The Academic segmentaddresses the university customer group and includes Academic Publishing and University Services. The Talent segmentaddresses the corporate customer group and will be focused on delivering training, sourcing, and upskilling solutions. Priorperiod segment results have been revised to the new segment presentation. There were no changes to our consolidated financialresults. Our new segment reporting structure consists of three reportable segments, as well as a Corporate expense category (nochange), which includes certain costs that are not allocated to the reportable segments:• Research includes Research Publishing and Research Solutions, and no changes were made as a result of thisrealignment;• Academic includes the Academic Publishing and University Services lines. Academic Publishing is the combination ofthe former Education Publishing line and professional publishing offerings;• Talent is the combination of the former Talent Development line, and our assessments (corporate training) andcorporate learning offerings.Through the Research segment, we provide peer-reviewed STM publishing, content platforms, and related services to academic,corporate, and government customers, academic societies, and individual researchers. The Academic segment providesscientific, professional, and education print and digital books, digital courseware, and test preparation services, as well asengages in the comprehensive management of online degree programs for universities. The Talent segment services includesourcing, training, and preparing aspiring students and professionals to meet the skill needs of today’s technology careers andplacing them with large companies and government agencies. It also includes assessments (corporate training) and corporatelearning offerings.Wiley’s business strategies are tightly aligned with long term growth trends, including open research, career-connectededucation, and workforce optimization. Research strategies include driving publishing output to meet the global demand forpeer-reviewed research and expanding platform and service offerings for corporations and societies. Education strategies includeexpanding online degree programs and driving online enrollment for university partners, scaling digital content and courseware,and expanding IT talent placement and reskilling programs for corporate partners.Wiley has announced for fiscal year 2024 strategic actions that will focus Wiley on its strongest and most profitable businessesand large market opportunities in Research and Learning. We are divesting non-core education businesses, including UniversityServices (known as online program management), Wiley Edge (formerly Talent Development) and CrossKnowledge. Theseassets will be reported as businesses held for sale starting in the first quarter of fiscal year 2024. We will be streamlining ourorganization and rightsizing our cost structure to reflect these portfolio actions. In addition, we will be changing our reportablesegments for fiscal year 2024 reporting. These actions and our fiscal year 2024 transition year outlook are described furtherbelow in the section "Fiscal Year 2024 Transition Year Outlook."29IndexConsolidated Results of OperationsFISCAL YEAR 2023 AS COMPARED TO FISCAL YEAR 2022 SUMMARY RESULTSSUMMARY• US GAAP Results: Revenue of $2,019.9 million (-3% compared with the prior year), Operating income of $55.9million (-$163.4 million compared with the prior year), and EPS of $0.31 (-$2.31 compared with prior year). USGAAP earnings performance primarily due to $99.8 million ($1.77 per share) of non-cash goodwill impairment inEducation Services/University Services and restructuring charges totaling $49.4 million ($0.66 per share).• Adjusted Results (at constant currency compared with the prior year) : Revenue of $2,019.9 million (flatcompared with the prior year), Adjusted EBITDA of $422.0 million (-2% compared with the prior year), and AdjustedEPS of $3.84 (-8% compared with the prior year).• Net Cash Provided by Operating Activities of $277.1 million ($-62.0 million compared with the prior year) and FreeCash Flow of $173.0 million ($-50.3 million compared with the prior year).Revenue:Revenue for the year ended April 30, 2023 decreased $63.0 million, or 3%, as compared with the prior year. On a constantcurrency basis, revenue was flat as compared with the prior year including contributions from acquisitions. Excluding thecontributions from acquisitions, revenue decreased 1% on a constant currency basis.See the “Segment Operating Results” below for additional details on each segment’s revenue and Adjusted EBITDAperformance .Cost of Sales:Cost of sales for the year ended April 30, 2023 decreased $8.1 million, or 1% as compared with the prior year. On a constantcurrency basis, cost of sales increased 2% as compared with the prior year. This increase was primarily due to higher employeecosts to support the growth in placements in the Talent segment, partially offset by lower royalty costs.Operating and Administrative Expenses:Operating and administrative expenses for the year ended April 30, 2023 decreased $42.2 million, or 4%, as compared with theprior year. On a constant currency basis, operating and administrative expenses were flat as compared with the prior yearprimarily reflecting higher technology related costs, travel and entertainment costs, and a $3.7 million charge related to thesettlement of a litigation matter related to consideration for a previous acquisition. These were offset by lower professional fees,employment costs and facility related costs.Impairment of Goodwill:We recorded an impairment of goodwill in the year ended April 30, 2023 of $99.8 million. T his charge is reflected in theImpairment of goodwill in the Consolidated Statements of Income.In accordance with applicable accounting standards, we were required to test goodwill for impairment immediately before andafter our segment realignment. Prior to the realignment, we concluded that the fair value of the Education Services reportingunit was below its carrying value, which resulted in a pretax non-cash goodwill impairment of $31.0 million. EducationServices was adversely impacted by market conditions and headwinds for online degree programs. This has led to a decline inprojected student enrollments from existing partners, pricing pressures and revenue share concessions, and a decline in newpartner additions over both the short-term and long-term, which adversely impacted forecasted revenue growth and operatingcash flows. This was partially offset by projected growth in talent placements, partially due to expansion into new regions andthe addition of new corporate clients, which are forecasted to have a positive impact on revenue growth and operating cashflows.30IndexAfter the realignment, we concluded that the fair value of the University Services reporting unit within the Academic segmentwas below its carrying value, which resulted in an additional pretax non-cash goodwill impairment of $68.8 million. UniversityServices was adversely impacted by market conditions and headwinds for online degree programs, which lead to a decline inprojected enrollments from existing partners, pricing pressures and revenue share concessions, and a decline in new partneradditions over both the short-term and long-term which adversely impacted forecasted revenue growth and operating cash flows.See Note 11, "Goodwill and Intangible Assets" for details on these charges.Restructuring and Related Charges (Credits):Fiscal Year 2023 Restructuring ProgramIn May 2022, the Company initiated a global program to restructure and align our cost base with current and anticipated futuremarket conditions. This program includes severance related charges for the elimination of certain positions, the exit of certainleased office space which began in the first quarter of fiscal year 2023 and the reduction of our occupancy at other facilities. Weare reducing our real estate square footage occupancy by approximately 22%. We realized $35 million in savings from actionsstarting in fiscal year 2023.In the three months ended January 31, 2023, due to the political instability and military actions between Russia and Ukraine, wemade the decision to close our operations in Russia which primarily consisted of technology development resources. We weresubstantially complete with our closure as of April 30, 2023, except for the formal liquidation of our Russian legal entity, whichwe expect to complete in our fiscal year 2024.For the year ended April 30, 2023, we recorded pretax restructuring charges of $48.9 million related to this program, whichincludes $8.3 million related to the closure of our operations in Russia as described above. These charges are reflected inRestructuring and related charges (credits) on our Consolidated Statements of Income. This restructuring charge primarilyreflects the following charges:• Severance charges of $25.8 million for the elimination of certain positions;• Impairment charges of $12.7 million, which included the impairment of operating lease right-of-use (ROU) assets of$7.6 million related to certain leases that will be subleased, and the related property and equipment of $5.1 million;• Acceleration of expense of $2.1 million, which included the acceleration of rent expense associated with operatinglease ROU assets of $0.9 million related to certain leases that will be abandoned or terminated and the relateddepreciation and amortization of property and equipment of $1.2 million;• Ongoing facility-related costs with previously vacated properties that resulted in additional restructuring charges of$4.2 million; and• Consulting, relocation and other costs of $4.1 million.These actions are anticipated to yield annualized cost savings estimated to be approximately $70 million. We anticipate ongoingfacility-related costs associated with certain properties to result in additional restructuring charges in future periods.See Note 7, “Restructuring and Related Charges (Credits)” for more details on these charges.Business Optimization ProgramFor the years ended April 30, 2023 and 2022, we recorded pretax restructuring charges of $0.5 million and credits of $1.4million, respectively, related to this program.These charges (credits) are reflected in Restructuring and related charges (credits) in the Consolidated Statements of Income.See Note 7, “Restructuring and Related Charges (Credits)” for more details on these charges (credits).For the impact of our restructuring programs on diluted earnings per share, see the section below, “Diluted Earnings per Share(EPS).”31IndexAmortization of Intangible Assets:Amortization of intangible assets was $84.9 million for the year ended April 30, 2023, and was flat as compared to the prioryear. On a constant currency basis, amortization of intangible assets increased 3% as compared with the prior year primarily dueto the acceleration of expense of $4.6 million related to the discontinued use of the mthree trademark.On January 1, 2020, Wiley acquired mthree, a talent placement provider that addresses the IT skills gap by finding, training,and placing job-ready technology talent in roles with leading corporations worldwide. Its results of operations are included inour Talent segment. In late May 2022, Wiley renamed the mthree talent development solution to Wiley Edge and discontinueduse of the mthree trademark during the three months ended July 31, 2022. As a result of these actions, we determined that arevision of the useful life was warranted, and the intangible asset was fully amortized over its remaining useful life resulting inaccelerated amortization expense of $4.6 million in the three months ended July 31, 2022.Operating Income, Adjusted Operating Income (OI) and Adjusted EBITDA:Operating income for the year ended April 30, 2023, decreased $163.4 million, or 75% as compared with the prior year. On aconstant currency basis, operating income decreased 76% as compared with the prior year. The decrease was primarily due tothe impairment of goodwill in the three months ended January 31, 2023 as described above, an increase in restructuring chargesand, to a lesser extent, higher cost of sales.Adjusted OI on a constant currency basis and excluding restructuring charges (credits), impairment of goodwill, legalsettlement, and the accelerated amortization of an intangible asset, decreased 3% as compared with the prior year primarily dueto an increase in cost of sales as described above, partially offset by lower operating and administrative expenses.Adjusted EBITDA on a constant currency basis and excluding restructuring charges (credits), decreased 2% as compared withthe prior year primarily due to a decrease in Adjusted OI.Adjusted OIBelow is a reconciliation of our consolidated US GAAP Operating Income to Non-GAAP Adjusted OI:Year EndedApril 30,20232022Operating Income$55,890 $219,276 Adjustments:Restructuring charges (credits)49,389 (1,427)Impairment of goodwill99,800 — Legal settlement 3,671 — Accelerated amortization of an intangible asset 4,594 — Non-GAAP Adjusted Operating Income$213,344 $217,849 (1)We settled a litigation matter related to consideration for a previous acquisition for $3.7 million during the three monthsended January 31, 2023. This amount is reflected in Operating and administrative expenses on our ConsolidatedStatements of Income.(2)As described above, we determined that a revision of the useful life of the mthree trademark was warranted, and theintangible asset was fully amortized over its remaining useful life resulting in accelerated amortization expense of $4.6million in the three months ended July 31, 2022.(1)(2)32IndexAdjusted EBITDABelow is a reconciliation of our consolidated US GAAP Net Income to Non-GAAP EBITDA and Adjusted EBITDA:Year EndedApril 30,20232022Net Income$17,233 $148,309 Interest expense37,745 19,802 Provision for income taxes15,867 61,352 Depreciation and amortization213,253 215,170 Non-GAAP EBITDA284,098 444,633 Impairment of goodwill99,800 — Legal settlement3,671 — Restructuring and related charges (credits)49,389 (1,427)Foreign exchange (gains) losses on intercompany transactions, including the write off ofcertain cumulative translation adjustments(894)3,192 Gain on sale of businesses and certain assets(10,177)(3,694)Other income, net(3,884)(9,685)Non-GAAP Adjusted EBITDA$422,003 $433,019 Interest Expense:Interest expense for the year ended April 30, 2023, was $37.7 million compared with the prior year of $19.8 million. Thisincrease was primarily due to a higher weighted average effective interest rate.Foreign Exchange Transaction Gains (Losses):Foreign exchange transaction gains were $0.9 million for the year ended April 30, 2023, and were primarily due to the write offof the $1.1 million cumulative translation adjustment in earnings since the Russia entity was deemed substantially liquidated. Asdescribed above, we were substantially complete with our exit from Russia as of April 30, 2023.Foreign exchange transaction losses were $3.2 million for the year ended April 30, 2022, and were primarily due to losses onour foreign currency denominated third-party and, to a lesser extent, intercompany accounts receivable and payable balancesdue to the impact of the change in average foreign exchange rates as compared to the US dollar.Gain on Sale of Businesses and Certain Assets:The pretax gain on sale of businesses for the year ended April 30, 2023, was $10.2 million. As part of our ongoing initiatives tosimplify our portfolio and focus our attention on strategic growth areas, we have completed two dispositions during the yearended April 30, 2023. Both were included in our Academic segment. On February 28, 2023, we completed the sale of Wiley'sEfficient Learning test prep portfolio business. In addition, on March 31, 2023, we completed the sale of our advancementcourses business. Neither disposition constituted a strategic shift, and the impact on our overall operations and financial resultswas not material. Accordingly, the operations associated with the dispositions are not reported in discontinued operations. SeeNote 4, "Acquisitions and Divestitures" for more details on these divestitures.The gain on sale of certain assets for the year ended April 30, 2022, was due to the sale of our world languages productportfolio which was included in our Academic segment and resulted in a pretax gain of approximately $3.7 million.33IndexOther Income, Net:Other income, net was $3.9 million for the year ended April 30, 2023, a decrease of $5.8 million, or 60%, as compared with theprior year. On a constant currency basis, other income, net decreased 51%. This decrease was primarily due to lower pensionincome for our defined benefit plans, partially offset by a decrease in donations and pledges to humanitarian organizations toprovide aid to those impacted by the crisis in Ukraine, and a curtailment and settlement credit due to the wind up of the Russiapension plan of $1.8 million.Provision for Income Taxes:Below is a reconciliation of our US GAAP Income Before Taxes to Non-GAAP Adjusted Income Before Taxes:Year EndedApril 30,20232022US GAAP Income Before Taxes$33,100 $209,661 Pretax Impact of Adjustments:Impairment of goodwill99,800 — Legal settlement3,671 — Pension income related to the wind up of the Russia plan(1,750)— Restructuring and related charges (credits)49,389 (1,427)Foreign exchange losses on intercompany transactions, including the write off ofcertain cumulative translation adjustments457 1,513 Amortization of acquired intangible assets89,177 89,346 Gain on sale of businesses and certain assets(10,177)(3,694)Non-GAAP Adjusted Income Before Taxes$263,667 $295,399 Below is a reconciliation of our US GAAP Income Tax Provision to Non-GAAP Adjusted Income Tax Provision, including ourUS GAAP Effective Tax Rate and our Non-GAAP Adjusted Effective Tax Rate:Year EndedApril 30,20232022US GAAP Income Tax Provision$15,867$61,352Income Tax Impact of Adjustments :Legal settlement716—Pension income related to the wind up of the Russia plan(437)—Restructuring and related charges (credits)12,151(260)Foreign exchange losses on intercompany transactions, including the write off ofcertain cumulative translation adjustments132597Amortization of acquired intangible assets20,18320,816Gain on sale of businesses and certain assets(3,860)(922)Income Tax AdjustmentsImpact of increase in UK statutory rate on deferred tax balances 2,370(21,415)Non-GAAP Adjusted Income Tax Provision$47,122$60,168US GAAP Effective Tax Rate47.9 %29.3 %Non-GAAP Adjusted Effective Tax Rate17.9 %20.4 %(1) (2)34Index(1)For the years ended April 30, 2023 and 2022, substantially all of the tax impact was from deferred taxes.(2)In the three months ended July 31, 2021, the UK enacted legislation that increased its statutory rate from 19% to 25%effective April 1, 2023. This resulted in a $21.4 million non-cash deferred tax expense from the re-measurement of theCompany’s applicable UK net deferred tax liabilities during the three months ended July 31, 2021. These adjustmentsimpacted deferred taxes. For the year ended April 30, 2023, we recorded a $2.4 million non-cash deferred tax benefitrelated to pensions due to the UK statutory rate change. These adjustments impacted deferred taxes.The effective tax rate was 47.9% for the year ended April 30, 2023, compared to 29.3% for the year ended April 30, 2022. Ourrate for the year ended April 30, 2023, was higher due to the rate differential with respect to certain restructuring charges, theimpairment of non-deductible goodwill resulting from the segment realignment described in Note 11, "Goodwill and IntangibleAssets," offset by a benefit of $2.4 million relating to the effect of the increase in the UK statutory tax rate on UK pensions. OnJune 10, 2021, the UK increased its statutory corporate tax rate from 19% to 25% effective April 1, 2023. The 29.3% effectivetax rate for the year ended April 30, 2022, was increased by a similar $21.4 million nonrecurring, noncash US GAAP deferredtax expense relating to the UK statutory tax rate increase described above.Excluding the UK rate change, the tax implications of certain restructuring and related actions, and other unusual items, theNon-GAAP Adjusted Effective Tax Rate for the year ended April 30, 2023, was 17.9%. The Non-GAAP Adjusted EffectiveTax Rate for the year ended April 30, 2022, excluding the impact of the UK statutory rate change, was 20.4%. The decrease inthe Non-GAAP Adjusted Effective Tax Rate before these items was primarily due to a more favorable mix of earnings byjurisdiction for the year ended April 30, 2023.Diluted Earnings Per Share (EPS):Diluted earnings per share for the year ended April 30, 2023, was $0.31 per share compared to $2.62 per share in the prior year.This decrease was due to lower operating income and, to a lesser extent, higher interest expense and lower other income. Thesewere partially offset by a lower provision for income taxes and, to a lesser extent, an increase in the gain on sale of businessesand certain assets, and foreign exchange transaction gains.Below is a reconciliation of our US GAAP EPS to Non-GAAP Adjusted EPS. The amount of the pretax and the related incometax impact for the adjustments included in the table below are presented in the section above, “Provision for Income Taxes.”Year EndedApril 30,20232022US GAAP EPS$0.31 $2.62 Adjustments:Impairment of goodwill1.77 — Legal settlement0.05 — Pension income related to the wind up of the Russia plan(0.02)— Restructuring and related charges (credits)0.66 (0.02)Foreign exchange losses on intercompany transactions, including the write off ofcertain cumulative translation adjustments0.01 0.02 Amortization of acquired intangible assets1.21 1.21 Gain on sale of businesses and certain assets(0.11)(0.05)Income tax adjustments(0.04)0.38 Non-GAAP Adjusted EPS$3.84 $4.16 On a constant currency basis, Adjusted EPS decreased 8% primarily due to an increase in interest expense, lower pensionincome, and lower Adjusted OI. These were partially offset by a lower provision for income taxes.35IndexSEGMENT OPERATING RESULTS:Year EndedApril 30,% ChangeFavorable(Unfavorable)ConstantCurrency% ChangeFavorable(Unfavorable)RESEARCH20232022Revenue:Research Publishing $926,773 $963,715 (4)%(1)%Research Solutions 153,538 147,628 4 %7 %Total Research1,080,311 1,111,343 (3)%— %Cost of Sales286,361 300,373 5 %2 %Operating Expenses463,731 468,012 1 %(4)%Amortization of Intangibles46,235 47,731 3 %(1)%Restructuring Charges (see Note 7)2,182 238 ##Contribution to Profit281,802 294,989 (4)%(4)%Restructuring Charges (see Note 7)2,182 238 ##Adjusted Contribution to Profit283,984 295,227 (4)%(3)%Depreciation and Amortization93,008 94,899 2 %(1)%Adjusted EBITDA$376,992 $390,126 (3)%(2)%Adjusted EBITDA Margin34.9 %35.1 %# Not meaningful(1)As previously announced in May 2022, our revenue by product type previously referred to as Research Platforms waschanged to Research Solutions. Research Solutions includes infrastructure and publishing services that help societies andcorporations thrive in a complex knowledge ecosystem. In addition to Platforms (Atypon), certain product offerings suchas corporate sales which included the recent acquisitions of Madgex Holdings Limited (Madgex), and Bio-RadLaboratories Inc.’s Informatics products (Informatics) that were previously included in Research Publishing moved toResearch Solutions to align with our strategic focus. Research Solutions also includes product offerings related to certainrecent acquisitions such as J&J, and EJP. Prior period results have been revised to the new presentation. There were nochanges to the total Research segment or our consolidated financial results. The revenue reclassified was $93.3 millionand $80.3 million for the years ended April 30, 2022 and 2021, respectively.Revenue:Research revenue for the year ended April 30, 2023 decreased $31.0 million, or 3%, as compared with the prior year. On aconstant currency basis, revenue was flat as compared with the prior year. Excluding revenue from acquisitions, organic revenuedecreased 1% on a constant currency basis. This decrease was primarily due to lower article volume in Research Publishing,notably in Hindawi, and to a lesser extent corporate spending headwinds in Research Solutions. Starting in the three monthsended January 31, 2023, open access publishing was adversely impacted by the publishing pause in a Hindawi special issuesprogram. The program was suspended temporarily due to the presence in certain special issues of compromised articles. As aresult, Hindawi revenue for the year ended April 30, 2023 decreased $3.0 million on a constant currency basis as comparedwith the prior year. We have closed four Hindawi journals and retracted over 1,700 articles. We expect a decrease in fiscal year2024 revenue of $30 to $35 million due to this disruption.Excluding Hindawi, Wiley’s Research revenue for the year ended April 30, 2023 on a constant currency basis was flat ascompared with the prior year. Open access article output was flat for the year ended April 30, 2023, as compared with the prioryear. Excluding Hindawi, open access article output growth was approximately 6% for the year ended April 30, 2023.(1)(1)36IndexAdjusted EBITDA:On a constant currency basis, Adjusted EBITDA decreased 2% as compared with the prior year. This decrease was primarilydue to investments to optimize and scale publishing and solutions, higher employment costs and, to a lesser extent, travel andentertainment costs due to the resumption of in-person activities. These were partially offset by lower royalty costs largely dueto the product mix. We expect a decrease in fiscal year 2024 Adjusted EBITDA of $25 to $30 million due to the Hindawidisruption as described above.Year EndedApril 30,% ChangeFavorable(Unfavorable)ConstantCurrency% ChangeFavorable(Unfavorable)ACADEMIC:20232022Revenue: Academic Publishing$481,752 $531,705 (9)%(7)%University Services208,656 227,407 (8)%(8)%Total Academic Revenue690,408 759,112 (9)%(7)%Cost of Sales286,647 309,220 7 %6 %Operating Expenses312,159 333,098 6 %4 %Impairment of Goodwill (see Note 11)99,800 — ##Amortization of Intangibles23,323 25,547 9 %9 %Restructuring Charges (Credits) (see Note 7)10,366 (470)##Contribution to Profit(41,887)91,717 ##Restructuring Charges (Credits) (see Note 7)10,366 (470)##Impairment of Goodwill (see Note 11)99,800 — ##Adjusted Contribution to Profit68,279 91,247 (25)%(23)%Depreciation and Amortization79,741 81,721 2 %1 %Adjusted EBITDA$148,020 $172,968 (14)%(13)%Adjusted EBITDA Margin21.4 %22.8 % # Not meaningfulRevenue:Academic revenue decreased $68.7 million, or 9%, as compared with the prior year. On a constant currency basis, revenuedecreased 7% as compared with prior year. Excluding revenue from acquisitions, organic revenue decreased 8% on a constantcurrency basis. This decrease was primarily due to a decrease in Academic Publishing due to a decline in print, partially offsetby an increase in digital courseware. University Services revenue decreased primarily due to continued online enrollmentchallenges, and lower tuition share in services. For the year ended April 30, 2023, University Services experienced a 5% declinein online enrollment.Adjusted EBITDA:On a constant currency basis, Adjusted EBITDA decreased 13% as compared with the prior year. This decrease was primarilydue to lower revenues and, to a lesser extent, inflationary impacts on inventory, and higher technology and distribution costs.These were partially offset by expense savings from restructuring activities, and lower annual incentive compensation.37IndexYear EndedApril 30,% ChangeFavorable(Unfavorable)ConstantCurrency% ChangeFavorable(Unfavorable)TALENT:20232022Total Talent Revenue$249,181 $212,473 17 %24 %Cost of Sales119,533 91,065 (31)%(40)%Operating Expenses86,032 85,891 — %(5)%Amortization of Intangibles15,203 11,558 (32)%(35)%Restructuring Charges (see Note 7)3,009 23 ##Contribution to Profit25,404 23,936 6 %10 %Restructuring Charges (see Note 7)3,009 23 ##Accelerated Amortization of an Intangible Asset4,594 — ##Adjusted Contribution to Profit33,007 23,959 38 %41 %Depreciation and Amortization19,448 21,997 12 %7 %Adjusted EBITDA$52,455 $45,956 14 %18 %Adjusted EBITDA Margin21.1 %21.6 % # Not meaningfulRevenue:Talent revenue increased $36.7 million, or 17%, as compared with the prior year on a reported basis. On a constant currencybasis, revenue increased 24% as compared with prior year. This increase was primarily due to double-digit growth inplacements and, to a lesser extent, an increase in assessments (corporate training), partially offset by a decrease in corporatelearning. For the year ended April 30, 2023, we delivered approximately 18% growth in talent placements in talent development(Wiley Edge).Adjusted EBITDA:On a constant currency basis, Adjusted EBITDA increased 18% as compared with the prior year. This was due to revenue,partially offset by increased inflationary impacts on placements, and investments to scale talent development (Wiley Edge).CORPORATE EXPENSES:Corporate expenses for the year ended April 30, 2023, increased $18.1 million, or 9%, as compared with the prior year. On aconstant currency basis and excluding restructuring charges (credits) and a legal settlement, these expenses decreased 7% ascompared with the prior year. On a constant currency basis, Adjusted EBITDA decreased 8% as compared with the prior year.This was primarily due to lower employee related costs, including lower annual incentive compensation for fiscal year 2023.FISCAL YEAR 2022 AS COMPARED TO FISCAL YEAR 2021 SUMMARY RESULTSRevenue:Revenue for the year ended April 30, 2022, increased $141.4 million, or 7%, as compared with the prior year on a reported andon a constant currency basis including contributions from acquisitions. Excluding the contributions from acquisitions, revenueincreased 5% on a constant currency basis.See the “Segment Operating Results” below for additional details on each segment’s revenue and Adjusted EBITDAperformance .38IndexCost of Sales:Cost of sales for the year ended April 30, 2022, increased $75.3 million, or 12%, as compared with the prior year. On aconstant currency basis, cost of sales increased 11% as compared with the prior year. This increase was primarily due to higheremployee costs and, to a lesser extent, higher student acquisition costs in Academic and increased royalty costs in Research.Operating and Administrative Expenses:Operating and administrative expenses for the year ended April 30, 2022, increased $56.9 million, or 6%, as compared with theprior year. On a constant currency basis, operating and administrative expenses increased 5% as compared with the prior yearprimarily reflecting higher editorial costs due to additional resources to support investments in growth, technology costs tosupport growth initiatives, higher advertising and marketing costs and, to a lesser extent, higher employee-related costs.Restructuring and Related (Credits) Charges:For the years ended April 30, 2022 and 2021, we recorded pretax restructuring credits of $1.4 million and charges of $33.3million, respectively primarily related to our Business Optimization Program.In November 2020, in response to the COVID-19 pandemic and the Company’s successful transition to a virtual workenvironment, we increased use of virtual work arrangements for postpandemic operations. As a result, we expanded the scopeof the Business Optimization Program to include the exit of certain leased office space beginning in the third quarter of fiscalyear 2021, and the reduction of our occupancy at other facilities. We are reducing our real estate square footage occupancy byapproximately 12%. These actions resulted in a pretax restructuring charge of $18.3 million in the year ended April 30, 2021.In addition, we also incurred ongoing facility-related costs associated with certain properties that resulted in additionalrestructuring charges of $1.8 million and $3.7 million in the years ended April 30, 2022 and 2021, respectively.We anticipate ongoing facility-related costs associated with certain properties to result in additional restructuring charges infuture periods.These (credits) charges are reflected in Restructuring and related (credits) charges in the Consolidated Statements of Income(Loss). See Note 7, “Restructuring and Related (Credits) Charges” for more details on these (credits) charges.For the impact of our restructuring program on diluted earnings per share, see the section below, “Diluted Earnings per Share(EPS).”Amortization of Intangible Assets:Amortization of intangible assets was $84.8 million for the year ended April 30, 2022, an increase of $10.2 million, or 14%, ascompared with the prior year. On a constant currency basis, amortization of intangible assets increased 13% as compared withthe prior year primarily due to the intangibles acquired as part of the Hindawi acquisition completed in fiscal year 2021 and, toa lesser extent, other acquisitions completed in fiscal year 2022, partially offset by the completion of amortization of certainacquired intangible assets. See Note 4, “Acquisitions and Divestitures” for more details on our acquisitions.Operating Income, Adjusted Operating Income (OI) and Adjusted EBITDA:Operating income for the year ended April 30, 2022 increased $33.8 million, or 18% as compared with the prior year on areported and on a constant currency basis. The increase was primarily due to the increase in revenue and, to a lesser extent,lower restructuring charges, partially offset by an increase in cost of sales and operating and administrative expenses.39IndexAdjusted OI on a constant currency basis and excluding restructuring (credits) charges decreased 1% as compared with the prioryear primarily due to an increase in cost of sales, operating and administrative expenses and, to a lesser extent, amortization ofintangible assets, partially offset by higher revenues as described above.Adjusted EBITDA on a constant currency basis and excluding restructuring (credits) charges, increased 3%, as compared withthe prior year primarily due to revenue performance, partially offset by an increase in operating and administrative expenses,and cost of sales.Adjusted OIBelow is a reconciliation of our consolidated US GAAP Operating Income to Non-GAAP Adjusted OI:Year EndedApril 30,20222021US GAAP Operating Income$219,276 $185,511 Adjustments: Restructuring and related (credits) charges(1,427)33,310 Non-GAAP Adjusted OI$217,849 $218,821 Adjusted EBITDABelow is a reconciliation of our consolidated US GAAP Net Income to Non-GAAP EBITDA and Adjusted EBITDA:Year EndedApril 30,20222021Net Income$148,309 $148,256 Interest expense19,802 18,383 Provision for income taxes61,352 27,656 Depreciation and amortization215,170 200,189 Non-GAAP EBITDA444,633 394,484 Restructuring and related (credits) charges(1,427)33,310 Foreign exchange transaction losses3,192 7,977 Gain on sale of certain assets(3,694)— Other income, net(9,685)(16,761)Non-GAAP Adjusted EBITDA$433,019 $419,010 Interest Expense:Interest expense for the year ended April 30, 2022 was $19.8 million compared with the prior year of $18.4 million. Thisincrease was due to a higher average debt balance outstanding, which included borrowings for the funding of acquisitions and,to a lesser extent, higher weighted average effective interest rate.Foreign Exchange Transaction Losses:Foreign exchange transaction losses were $3.2 million for the year ended April 30, 2022 and were primarily due to losses onour foreign currency denominated third-party and, to a lesser extent, intercompany accounts receivable and payable balancesdue to the impact of the change in average foreign exchange rates as compared to the US dollar.40IndexForeign exchange transaction losses were $8.0 million for the year ended April 30, 2021 and were due to the unfavorableimpact of the changes in exchange rates on US dollar cash balances held in the UK to fund the acquisition of Hindawi and thenet impact of changes in average foreign exchange rates as compared to the US dollar on our third-party accounts receivableand payable balances.Gain on Sale of Certain Assets:The gain on the sale of certain assets is due to the sale of our world languages product portfolio which was included in ourAcademic segment and resulted in a pretax gain of approximately $3.7 million during the year ended April 30, 2022.Other Income, Net:Other income, net was $9.7 million for the year ended April 30, 2022, a decrease of $7.1 million, or 42%, as compared with theprior year. This decrease was primarily due to $3 million in donations and pledges made in the year ended April 30, 2022 tohumanitarian organizations to provide aid to those impacted by the crisis in Ukraine.Provision for Income Taxes:Below is a reconciliation of our US GAAP Income Before Taxes to Non-GAAP Adjusted Income Before Taxes:Year EndedApril 30,20222021US GAAP Income Before Taxes$209,661 $175,912 Pretax Impact of Adjustments: Restructuring and related (credits) charges(1,427)33,310 Foreign exchange losses (gains) on intercompany transactions1,513 (1,457)Amortization of acquired intangible assets89,346 79,421 Gain on sale of certain assets(3,694)— Non-GAAP Adjusted Income Before Taxes$295,399 $287,186 Below is a reconciliation of our US GAAP Income Tax Provision to Non-GAAP Adjusted Income Tax Provision, including ourUS GAAP Effective Tax Rate and our Non-GAAP Adjusted Effective Tax Rate:Year EndedApril 30,20222021US GAAP Income Tax Provision$61,352$27,656Income Tax Impact of Adjustments : Restructuring and related (credits) charges(260)8,065Foreign exchange losses (gains) on intercompany transactions597(363)Amortization of acquired intangible assets20,81618,511Gain on sale of certain assets(922)—Income Tax Adjustments: Impact of increase in UK statutory rate on deferred tax balances (21,415)(3,511)Impact of US CARES Act —13,998Impact of change in certain US state tax rates in 2021 —(3,225)Non-GAAP Adjusted Income Tax Provision$60,168$61,131 US GAAP Effective Tax Rate29.3 %15.7 %Non-GAAP Adjusted Effective Tax Rate20.4 %21.3 %(1) (2)(3)(2)41Index(1)For the year ended April 30, 2022, substantially all of the tax impact was from deferred taxes. For the year ended April30, 2021, except for the $8.4 million current tax impact from the US CARES Act noted below, substantially all of the taximpact was from deferred taxes.(2)These adjustments impacted deferred taxes in the years ended April 30, 2022 and 2021.(3)The tax impact was $8.4 million from current taxes and $5.6 million from deferred taxes in the year ended April 30,2021.The effective tax rate was 29.3% for the year ended April 30, 2022, compared to 15.7% for the year ended April 30, 2021. Oureffective tax rate for the year ended April 30, 2022, was increased by $21.4 million due to an increase in the UK statutory rateduring the three months ended July 31, 2021. On June 10, 2021, the UK announced an increase to its statutory corporateincome tax rate from 19% to 25% effective April 1, 2023, resulting in this nonrecurring, noncash US GAAP deferred taxexpense. The 15.7% tax expense rate for the year ended April 30, 2021, benefited by $14.0 million from provisions in theCoronavirus Aid Relief and Economic Security Act (the CARES Act) and certain regulations issued in late July 2020, whichenabled us to carry certain net operating losses back to a year with a higher statutory tax rate.Excluding the expense from the UK rate change, the Non-GAAP Adjusted Effective Tax Rate for the year ended April 30,2022, was 20.4%. The Non-GAAP Adjusted Effective Tax Rate for the year ended April 30, 2021, excluding the impact of theUK statutory rate change, the CARES Act, and state tax expense from rate changes, was 21.3%. The Non-GAAP AdjustedEffective Tax Rate before these items decreased because the year ended April 30, 2021, included US state tax expenses fromour expanded presence due to employees working in additional locations given the COVID-19 pandemic.Diluted Earnings Per Share (EPS):Diluted earnings per share for the year ended April 30, 2022 was $2.62 per share compared to $2.63 per share in the prior year.This decrease was due to a higher weighted average number of common shares outstanding in the year ended April 30, 2022 asnet income was flat compared to the year ended April 30, 2021. Net income was flat as higher operating income and, to a lesserextent, lower foreign exchange losses and the gain on sale of certain assets were offset by higher provision for income taxesand, to a lesser extent, lower other income, net.Below is a reconciliation of our US GAAP EPS to Non-GAAP Adjusted EPS. The amount of the pretax and the related incometax impact for the adjustments included in the table below are presented in the section above, “Provision for Income Taxes.”Year EndedApril 30,20222021US GAAP EPS$2.62 $2.63 Adjustments: Restructuring and related (credits) charges(0.02)0.44 Foreign exchange losses (gains) on intercompany transactions0.02 (0.02)Amortization of acquired intangible assets1.21 1.08 Gain on sale of certain assets(0.05)— Income tax adjustments0.38 (0.13)Non-GAAP Adjusted EPS$4.16 $4.00 On a constant currency basis, Adjusted EPS increased 1% primarily due to a lower Non-GAAP Adjusted Effective Tax Rate,partially offset by lower Other income, net and, to a lesser extent, lower Adjusted OI.42IndexSEGMENT OPERATING RESULTS:Year EndedApril 30,% ChangeFavorable(Unfavorable)ConstantCurrency% ChangeFavorable(Unfavorable)RESEARCH:20222021Revenue:Research Publishing $963,715 $892,176 8 %8 %Research Solutions 147,628 123,173 20 %20 %Total Research Revenue1,111,343 1,015,349 9 %9 %Cost of Sales300,373 275,377 (9)%(8)%Operating Expenses468,012 429,916 (9)%(9)%Amortization of Intangible Assets47,731 37,033 (29)%(28)%Restructuring Charges (Credits) (see Note 7)238 (36)##Contribution to Profit294,989 273,059 8 %9 %Restructuring Charges (Credits) (see Note 7)238 (36)##Adjusted Contribution to Profit295,227 273,023 8 %9 %Depreciation and Amortization94,899 83,866 (13)%(13)%Adjusted EBITDA$390,126 $356,889 9 %10 %Adjusted EBITDA Margin35.1 %35.1 %# Not meaningful(1)As previously announced in May 2022, our revenue by product type previously referred to as ResearchPlatforms was changed to Research Solutions. Research Solutions includes infrastructure and publishingservices that help societies and corporations thrive in a complex knowledge ecosystem. In addition toPlatforms (Atypon), certain product offerings such as corporate sales which included the recentacquisitions of Madgex Holdings Limited (Madgex), and Bio-Rad Laboratories Inc.’s Informaticsproducts (Informatics) that were previously included in Research Publishing moved to Research Solutionsto align with our strategic focus. Research Solutions also includes product offerings related to certainrecent acquisitions such as J&J, and EJP. Prior period results have been revised to the new presentation.There were no changes to the total Research segment or our consolidated financial results. The revenuereclassified was $93.3 million and $80.3 million for the years ended April 30, 2022 and 2021,respectively.Revenue:Research revenue for the year ended April 30, 2022 increased $96.0 million, or 9%, as compared with the prior year on areported and constant currency basis. Excluding revenue from acquisitions, organic revenue increased 5% on a constantcurrency basis. This increase was primarily due to an increase in publishing and, to a lesser extent corporate solutions. ResearchPublishing has continued growth due to Transformational Agreements (read and publish). Excluding the impact fromacquisitions, Open Access article output growth was approximately 27% for the year ended April 30, 2022 as compared withthe prior year.Adjusted EBITDA:On a constant currency basis, Adjusted EBITDA increased 10% as compared with the prior year. This increase was primarilydue to higher revenue, partially offset by higher editorial costs due to additional resources to support investments in growth,which includes the impact of the acquisition of Hindawi and, to a lesser extent, higher cost of sales including the incremental(1)(1)impact of acquisitions, technology, and sales-related costs.43IndexYear EndedApril 30,% ChangeFavorable(Unfavorable)ConstantCurrency% ChangeFavorable(Unfavorable)ACADEMIC:20222021Revenue: Academic Publishing$531,705 $538,643 (1)%(2)%University Services227,407 230,371 (1)%(1)%Total Academic Revenue759,112 769,014 (1)%(2)%Cost of Sales309,220 294,365 (5)%(5)%Operating Expenses333,098 333,858 — %1 %Amortization of Intangible Assets25,547 23,786 (7)%(7)%Restructuring (Credits) Charges (see Note 7)(470)3,457 ##Contribution to Profit91,717 113,548 (19)%(20)%Restructuring (Credits) Charges (see Note 7)(470)3,457 ##Adjusted Contribution to Profit91,247 117,005 (22)%(23)%Depreciation and Amortization81,721 77,823 (5)%(5)%Adjusted EBITDA$172,968 $194,828 (11)%(12)%Adjusted EBITDA Margin22.8 %25.3 % # Not meaningfulRevenue:Academic revenue decreased $9.9 million, or 1%, as compared with the prior year on a reported basis. On a constant currencybasis, revenue decreased 2% as compared with prior year. Excluding revenue from acquisitions, organic revenue decreased 2%on a constant currency basis. This decrease was due to Academic Publishing due to a decrease in education publishing due tolower US college enrollment and some easing of prior year COVID-19-related favorability for courseware and content and, to alesser extent, test preparation. This was partially offset by an increase in professional publishing. This decrease was also dueUniversity Services due to a decrease in student enrollments. For the year ended April 30, 2022, University Servicesexperienced an 8% decrease in online enrollment.Adjusted EBITDA:On a constant currency basis, Adjusted EBITDA decreased 12% as compared with the prior year. This decrease was due tolower revenue, higher student acquisition costs in University Services, and higher print product costs. This was partially offsetby lower operating expenses.44IndexYear EndedApril 30,% ChangeFavorable(Unfavorable)ConstantCurrency% ChangeFavorable(Unfavorable)TALENT:20222021Total Talent Revenue$212,473 $157,138 35 %35 %Cost of Sales91,065 55,593 (64)%(63)%Operating Expenses85,891 91,833 6 %6 %Amortization of Intangible Assets11,558 13,866 17 %17 %Restructuring Charges (see Note 7)23 577 (96)%(96)%Contribution to Profit23,936 (4,731)##Restructuring Charges (see Note 7)23 577 (96)%(96)%Adjusted Contribution to Profit23,959 (4,154)##Depreciation and Amortization21,997 23,828 8 %7 %Adjusted EBITDA$45,956 $19,674 ##Adjusted EBITDA Margin21.6 %12.5 % # Not meaningfulRevenue:Talent revenue increased $55.3 million, or 35%, as compared with the prior year on a reported and constant currency basis. Thisincrease was primarily due to an increase in placements in talent development (Wiley Edge) and, to a lesser extent, driven by astrong recovery in assessments (corporate training) from prior year COVID-19 lockdown impacts. For the year ended April 30,2022, we delivered approximately 112% growth in IT talent placements in talent development (Wiley Edge).Adjusted EBITDA:On a constant currency basis, Adjusted EBITDA increased $26.3 million as compared with the prior year. This was due to anincrease in revenue, partially offset by higher employee-related costs due to increased investments to accelerate growth in talentdevelopment (Wiley Edge).CORPORATE EXPENSES:Corporate expenses for the year ended April 30, 2022 decreased $5.0 million, or 3%, as compared with the prior year. On aconstant currency basis and excluding restructuring (credits) charges, these expenses increased 16% as compared with the prioryear. This was primarily due to higher employee-related costs, marketing costs and, to a lesser extent, technology-relatedspending.45IndexFISCAL YEAR 2024 TRANSITION YEAR OUTLOOKWiley has announced strategic actions that will focus Wiley on its strongest and most profitable businesses and large marketopportunities in Research and Learning. We are divesting non-core education businesses, including University Services (knownas online program management), Wiley Edge (formerly Talent Development) and CrossKnowledge. These assets will bereported as businesses held for sale starting in the first quarter of fiscal year 2024. We will be streamlining our organization andrightsizing our cost structure to reflect these portfolio actions. The benefits of these actions will be realized in fiscal year 2025and fiscal year 2026.Wiley’s fiscal year 2024 outlook excludes businesses held for sale: University Services, Wiley Edge (Talent Development), andCrossKnowledge, as well as those businesses sold in fiscal year 2023 (test prep and advancement courses). Collectively, thesebusinesses generated $393 million of revenue (19% of our consolidated revenue) and $43 million of Adjusted EBITDA (10% ofour consolidated Adjusted EBITDA) in fiscal year 2023.Wiley’s go-forward reporting structure will consist of two reportable segments: (1) Research and (2) Learning, as well as aCorporate expense category (no change), which includes certain costs that are not allocated to the reportable segments. Researchis unchanged with reporting lines of Research Publishing and Research Solutions. Learning will include reporting lines ofAcademic (education publishing) and Professional (professional publishing and assessments). Wiley will begin to report on thisstructure in the first quarter of fiscal year 2024.(amounts in millions, except Adjusted EPS)MetricFiscal Year 2023All CompanyFiscal Year 2023Ex-DivestituresFiscal Year 2024 OutlookEx-DivestituresAdjusted Revenue $2,020$1,627$1,580 to $1,630Research$1,080Flat (+3% ex-Hindawi)Learning$547Down low single digitsAdjusted EBITDA $422$379$305 to $330Adjusted EPS $3.84$3.48$2.05 to $2.40(1)Wiley’s fiscal year 2024 outlook (“Adjusted Revenue,” “Adjusted EBITDA,” and “Adjusted EPS”) exclude businessesheld for sale, including University Services, Wiley Edge (formerly Talent Development), and CrossKnowledge, as well asthose sold in fiscal year 2023, Test Prep and Advancement Courses.Fiscal Year 2024 Transition Year Outlook• Adjusted Revenue – Projected year-over-year performance excluding divestitures primarily due to the Hindawispecial issues publishing pause and continued softness in consumer and corporate spending. Research revenue isexpected to be flat. Excluding Hindawi, our base business is anticipated to grow 3% driven by open access andsolutions. In Learning, we are anticipating a low-single decline. We expect steadier market conditions in professionalpublishing than we saw in fiscal year 2023, but enrollment and print demand remain constrained in higher education,offsetting a modest growth expectation in our professional line. Note, this is a new metric defined as revenue adjustedto exclude businesses held for sale or sold.• Adjusted EBITDA – Projected year-over-year decline excluding divestitures primarily due to projected revenueperformance, notably Hindawi, particularly in the first half of the year, and to a lesser extent the Learning revenuedecline. Other contributors include higher employment costs, notably a standard reset of incentive compensation afterfiscal year 2023 underperformance ($30 million of Adjusted EBITDA impact) and wage inflation ($20 million ofAdjusted EBITDA impact). Wiley is implementing its multi-year business optimization program by expanding itsscope to drive operating efficiency and modernization while reducing corporate overhead. Wiley’s Adjusted EBITDAmargin for its go-forward business is projected to be 19-20%, down from 23.3% in fiscal year 2023. The Companyexpects to more than recover its fiscal 2023 margin of 23.3% as it exits fiscal year 2024 and progress from there infiscal year 2025 and fiscal year 2026.• Adjusted EPS – Projected year-over-year decline excluding divestitures due to lower projected Adjusted EBITDA,and further impacted by $0.42 of non-operational items including a higher tax rate (-$0.21/share), pension expense(1)(1)(1)(-$0.11/share), and interest expense (-$0.10/share). Our Adjusted Effective Tax Rate is expected to rise from 17.9% infiscal year 2023 to approximately 25% in fiscal year 2024. Wiley’s higher tax rate is primarily due to a less favorablemix of earnings by country and an increase in the UK statutory rate. Wiley froze its US and UK pension programs in2015, and they are approximately 90% funded.46IndexWiley is not providing a Free Cash Flow outlook due to the uncertainty around both the timing of divestitures and the size andscope of restructuring payments.In August 2022, the White House Office of Science and Technology Policy (OSTP) issued guidance for US federal agencies tomake federally funded research freely available starting no later than December 31, 2025, without an embargo. For reference,approximately 10% of Wiley’s published articles today are funded by US federal departments impacted by this guidance, andapproximately 27% of those articles are already open access. Wiley has been working for several years with the OSTP andother stakeholders around the world to support the orderly transition to open research. This new guidance is aligned withWiley’s stated strategy and mission and is supported by the growth the Company is seeing in open research publishing. Wileysupports multiple publishing models to execute against the industry’s shared objective of unlocking access to scientific researchand improving the efficiency of peer review and publication. Those models include journal subscriptions (“pay to read”),transformational agreements (“pay to read and publish”), and open access (“pay to publish”). In the past three years, our openaccess revenues, including from transformational agreements, have increased from less than 9% of total Research Publishingrevenues to approximately 32% today. Based on our assessment of the guidance, we do not believe it will have a materialfinancial impact on our Company.LIQUIDITY AND CAPITAL RESOURCES:Principal Sources of LiquidityWe believe that our operating cash flow, together with our revolving credit facilities and other available debt financing, will beadequate to meet our operating, investing, and financing needs in the foreseeable future. Operating cash flow provides theprimary source of cash to fund operating needs and capital expenditures. Excess operating cash is used to fund shareholderdividends. Other discretionary uses of cash flow include share repurchases and acquisitions to complement our portfolio ofbusinesses. As necessary, we may supplement operating cash flow with debt to fund these activities. The overall cash positionof the Company reflects our durable business results and a global cash management strategy that considers liquiditymanagement, economic factors and tax considerations. Our cash and cash equivalents are maintained at a number of financialinstitutions. To mitigate the risk of uninsured balances, we select financial institutions based on their credit ratings and financialstrength, and we perform ongoing evaluations of these institutions to limit our concentration risk exposure to any financialinstitution.As of April 30, 2023, we had cash and cash equivalents of $106.7 million, of which approximately $104.6 million, or 98%, waslocated outside the US. Maintenance of these cash and cash equivalent balances outside the US does not have a material impacton the liquidity or capital resources of our operations. We intend to repatriate earnings from our non-US subsidiaries, and to theextent we repatriate these funds to the US, we will be required to pay income taxes in various US state and local jurisdictionsand applicable non-US withholding or similar taxes in the periods in which such repatriation occurs. Accordingly, as ofApril 30, 2023, we have recorded an approximately $2.8 million deferred tax liability related to the estimated taxes that wouldbe incurred upon repatriating certain non-US earnings to the US.On November 30, 2022, we entered into the second amendment to the Third Amended and Restated Credit Agreement(collectively, the Amended and Restated CA). See Note 14, “Debt and Available Credit Facilities” for more details on theamendment. The Amended and Restated CA provided for senior unsecured credit facilities comprised of a (i) five-yearrevolving credit facility in an aggregate principal amount up to $1.115 billion, (ii) a five-year term loan A facility consisting of$200 million, and (iii) $185 million aggregate principal amount revolving credit facility through May 2024.47IndexAs of April 30, 2023, we had approximately $748.3 million of debt outstanding, net of unamortized issuance costs of $0.7million, and approximately $749.5 million of unused borrowing capacity under our Amended and Restated CA and otherfacilities. Our Amended and Restated CA contains certain restrictive covenants related to our consolidated leverage ratio andinterest coverage ratio, which we were in compliance with as of April 30, 2023.Contractual Obligations and Commercial CommitmentsA summary of contractual obligations and commercial commitments, excluding unrecognized tax benefits further described inNote 13, “Income Taxes,” of the Notes to Consolidated Financial Statements , as of April 30, 2023 is as follows:Payments Due by Period(in millions)TotalWithinYear 12–3Years4–5YearsAfter 5YearsTotal debt $749.0 $5.0 $35.0 $709.0 $— Interest on debt 164.3 33.9 74.4 56.0 — Non-cancellable leases171.5 26.5 48.5 32.3 64.2 Minimum royalty obligations385.5 98.1 147.5 93.6 46.3 Other operating commitments85.2 51.4 33.7 0.1 — Total$1,555.5 $214.9 $339.1 $891.0 $110.5 (1)Total debt is exclusive of unamortized issuance costs of $0.7 million.(2)Interest on debt includes the effect of our interest rate swap agreements and the estimated future interest payments on ourunhedged variable rate debt, assuming that the interest rates as of April 30, 2023 remain constant until the maturity of thedebt.Analysis of Historical Cash FlowThe following table shows the changes in our Consolidated Statements of Cash Flows:Years Ended April 30,202320222021Net cash provided by operating activities$277,071 $339,100 $359,923 Net cash used in investing activities(98,398)(194,024)(433,154)Net cash used in financing activities(168,568)(131,638)(47,086)Effect of foreign currency exchange rate changes on cash, cashequivalents, and restricted cash$(3,570)$(7,070)$11,629 Cash flow from operations is seasonally a use of cash in the first half of Wiley’s fiscal year principally due to the timing ofcollections for annual journal subscriptions, which typically occurs in the beginning of the second half of our fiscal year.Free cash flow less product development spending helps assess our ability, over the long term, to create value for ourshareholders, as it represents cash available to repay debt, pay common dividends, and fund share repurchases, and acquisitions.Below are the details of Free cash flow less product development spending.(1)(2)48IndexFree Cash Flow Less Product Development Spending:Years Ended April 30,202320222021Net cash provided by operating activities$277,071 $339,100 $359,923 Less: Additions to technology, property and equipment(81,155)(88,843)(77,407)Less: Product development spending(22,958)(27,015)(25,954)Free cash flow less product development spending$172,958 $223,242 $256,562 Net Cash Provided By Operating Activities2023 compared to 2022The following is a summary of the $62.0 million change in Net cash provided by operating activities for the year endedApril 30, 2023, as compared with the year ended April 30, 2022 (amounts in millions).Net cash provided by operating activities – Year ended April 30, 2022$339.1 Net income adjusted for items to reconcile net income to net cash provided by operating activities, whichwould include such noncash items as depreciation and amortization, impairment of goodwill, restructuringand related charges (credits), and the change in deferred taxes(27.8)Working capital changes:Accounts receivable, net and contract liabilities6.6 Accounts payable and accrued royalties6.5 Changes in other assets and liabilities(47.3)Net cash provided by operating activities – Year ended April 30, 2023$277.1 The favorable change in accounts receivable, net and contract liabilities was primarily due to the timing of collections andbillings with customers.The favorable change in accounts payable and accrued royalties was due to the timing of payments.The unfavorable changes in other assets and liabilities noted in the table above was primarily due to higher restructuringpayments in fiscal year 2023, and lower employee related costs due to lower annual incentive compensation for fiscal year2023.Our negative working capital (current assets less current liabilities) was $354.3 million and $418.6 million as of April 30, 2023and April 30, 2022, respectively. The primary driver of the negative working capital is the benefit realized from unearnedcontract liabilities related to subscriptions for which cash has been collected in advance. The contract liabilities will berecognized as income when the products are shipped or made available online to the customers over the term of thesubscription. Current liabilities as of April 30, 2023 and as of April 30, 2022 include contract liabilities of $504.7 million and$538.1 million, respectively, primarily related to deferred subscription revenue for which cash was collected in advance.Cash collected in advance for subscriptions is used by us for a number of purposes, including funding operations, capitalexpenditures, acquisitions, debt repayments, dividend payments, and share repurchases.2022 compared to 2021The following is a summary of the $20.8 million change in Net cash provided by operating activities for the year ended April30, 2022 as compared with the year ended April 30, 2021 (amounts in millions).49IndexNet cash provided by operating activities – Year ended April 30, 2021$359.9 Net income adjusted for items to reconcile net income to net cash provided by operating activities, whichwould include such noncash items as depreciation and amortization and the change in deferred taxes(16.3)Working capital changes:Accounts payable and accrued royalties47.5 Accounts receivable, net and contract liabilities(23.3)Changes in other assets and liabilities(28.7)Net cash provided by operating activities – Year ended April 30, 2022$339.1 The favorable change in accounts payable and accrued royalties was due to the timing of payments.The unfavorable change in accounts receivable, net and contract liabilities was primarily the result of sales growth, as well asthe timing of billings and collections with customers.The unfavorable changes in other assets and liabilities noted in the table above was primarily due to an increase in employee-related costs, including payments due to higher annual incentive compensation payments in fiscal year 2022, partially offset bya favorable change in income taxes, and a decrease in restructuring payments.Our negative working capital (current assets less current liabilities) was $418.6 million and $462.7 million as of April 30, 2022and April 30, 2021, respectively. The primary driver of the negative working capital is the benefit realized from unearnedcontract liabilities related to subscriptions for which cash has been collected in advance. The contract liabilities will berecognized as income when the products are shipped or made available online to the customers over the term of thesubscription. Current liabilities as of April 30, 2022 and as of April 30, 2021 include contract liabilities of $538.1 million and$545.4 million, respectively, primarily related to deferred subscription revenue for which cash was collected in advance.Cash collected in advance for subscriptions is used by us for a number of purposes, including funding operations, capitalexpenditures, acquisitions, debt repayments, dividend payments, and share repurchases.Net Cash Used In Investing Activities2023 Compared to 2022Net cash used in investing activities in the year ended April 30, 2023 was $98.4 million compared to $194.0 million in the prioryear. The decrease in cash used in investing activities was primarily due to a decrease of $68.4 million in cash used to acquirebusinesses. Additionally, cash proceeds related to the sale of businesses and certain assets increased $12.2 million. See Note 4,“Acquisitions and Divestitures” for more information related to the acquisitions and divestitures that occurred in the years endedApril 30, 2023 and 2022. For additions of technology, property, and equipment and product development spending decreased$7.7 million and $4.1 million, respectively.2022 Compared to 2021Net cash used in investing activities in the year ended April 30, 2022 was $194.0 million compared to $433.2 million in theprior year. The decrease in cash used in investing activities was due to a decrease of $224.2 million in cash used to acquirebusinesses. See Note 4, “Acquisitions and Divestitures” for more information related to the acquisitions that occurred in theyears ended April 30, 2022 and 2021. Additionally, cash outflows for the acquisitions of publication rights and other activitiesdecreased $24.0 million. This was partially offset by an increase of $11.4 million for additions of technology, property, andequipment.50IndexNet Cash Used In Financing Activities2023 Compared to 2022Net cash used in financing activities in the year ended April 30, 2023 was $168.6 million compared to $131.6 million in theyear ended April 30, 2022. This change was primarily due to an increase in net debt repayments of $27.9 million and, to alesser extent, a $5.0 million increase in cash used for purchases of treasury shares, and $4.5 million of cash used for costsrelated to the second amendment of the Amended and Restated CA.2022 Compared to 2021Net cash used in financing activities was $131.6 million in the year ended April 30, 2022 compared to net cash used of $47.1million in the year ended April 30, 2021. This change was primarily due to net debt repayments of $11.0 million in the yearended April 30, 2022 compared with net debt borrowings of $30.7 million in the year ended April 30, 2021 and, to a lesserextent, a $24.7 million change from book overdrafts, and a $14.2 million increase in cash used for purchases of treasury shares.Dividends and Share RepurchasesIn the year ended April 30, 2023, we increased our quarterly dividend to shareholders to $1.39 per share annualized versus$1.38 per share annualized in the prior year.In the year ended April 30, 2022, we increased our quarterly dividend to shareholders to $1.38 per share annualized versus$1.37 per share annualized in the prior year.During the year ended April 30, 2020, our Board of Directors approved an additional share repurchase program of $200 millionof Class A or B Common Stock. As of April 30, 2023, we had authorization from our Board of Directors to purchase up to$162.5 million that was remaining under this program. During the years ended April 30, 2023 and 2022, we purchased $35.0million and $2.5 million, respectively, under this program. No share repurchases were made under this program during the yearended April 30, 2021. The share repurchase program described above is in addition to the share repurchase program approvedby our Board of Directors during the year ended April 30, 2017 of four million shares of Class A or B Common Stock. As ofApril 30, 2022, no additional shares were remaining under this program for purchase.The following table summarizes the shares repurchased of Class A and B Common Stock (shares in thousands):Years Ended April 30,202320222021Shares repurchased – Class A831542308Shares repurchased – Class B122Average Price – Class A and Class B$42.07 $55.14 $50.93 RECENTLY ISSUED STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS, ACCOUNTING GUIDANCE,AND DISCLOSURE REQUIREMENTSWe are subject to numerous recently issued statements of financial accounting standards, accounting guidance, and disclosurerequirements. The information set forth in Part II, Item 8, “Financial Statements and Supplementary Data” in Note 2, “Summaryof Significant Accounting Policies, Recently Issued and Recently Adopted Accounting Standards,” of the Notes to ConsolidatedFinancial Statements of this Annual Report on Form 10-K is incorporated by reference and describes these new accountingstandards.51IndexCRITICAL ACCOUNTING POLICIES AND ESTIMATES:The preparation of our Consolidated Financial Statements and related disclosures in conformity with US GAAP requires ourmanagement to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure ofcontingent assets and liabilities as of the date of the financial statements, and revenue and expenses during the reporting period.These estimates include, among other items, sales return reserves, allocation of acquisition purchase price to assets acquired andliabilities assumed, goodwill and indefinite-lived intangible assets, intangible assets with definite lives and other long-livedassets, and retirement plans. We review these estimates and assumptions periodically using historical experience and otherfactors and reflect the effects of any revisions on the Consolidated Financial Statements in the period we determine anyrevisions to be necessary. Actual results could differ from those estimates, which could affect the reported results. In Part II,Item 8, “Financial Statements and Supplementary Data” in Note 2, “Summary of Significant Accounting Policies, RecentlyIssued and Recently Adopted Accounting Standards” of the Notes to Consolidated Financial Statements includes a summary ofthe significant accounting policies and methods used in preparation of our Consolidated Financial Statements. Set forth below isa discussion of our more critical accounting policies and methods.Revenue Recognition:In Part II, Item 8, “Financial Statements and Supplementary Data,” see Note 3, “Revenue Recognition, Contracts withCustomers,” of the Notes to Consolidated Financial Statements for details of our revenue recognition policy.Sales Return Reserves:In Part II, Item 8, “Financial Statements and Supplementary Data,” see Note 2, “Summary of Significant Accounting Policies,Recently Issued, and Recently Adopted Accounting Standards” in the section “Summary of Significant Accounting Policies” ofthe Notes to Consolidated Financial Statements for details of our sales return reserves.A one percent change in the estimated sales return rate could affect net income by approximately $2.6 million. A change in thepattern or trends in returns could also affect the estimated allowance.Allocation of Acquisition Purchase Price to Assets Acquired and Liabilities Assumed :In connection with acquisitions, we allocate the cost of the acquisition to the assets acquired and the liabilities assumed basedon the estimates of fair value for such items, including intangible assets. The excess of the purchase consideration over the fairvalue of assets acquired and liabilities assumed is recorded as goodwill. The determination of the acquisition date fair value ofthe assets acquired, and liabilities assumed, requires us to make significant estimates and assumptions, such as, if applicable,forecasted revenue growth rates and operating cash flows, royalty rates, customer attrition rates, obsolescence rates of developedtechnology, and discount rates. We may use a third-party valuation consultant to assist in the determination of such estimates.In Part II, Item 8, “Financial Statements and Supplementary Data,” see Note 4, “Acquisitions and Divestitures” of the Notes toConsolidated Financial Statements for details of our acquisitions.Goodwill and Indefinite-lived Intangible Assets:Goodwill is reviewed for possible impairment at least annually on a reporting unit level during the fourth quarter of each year.Our annual impairment assessment date is February 1. A review of goodwill may be initiated before or after conducting theannual analysis if events or changes in circumstances indicate the carrying value of goodwill may no longer be recoverable.A reporting unit is the operating segment unless, at businesses one level below that operating segment– the “component” level,discrete financial information is prepared and regularly reviewed by management, and the component has economiccharacteristics that are different from the economic characteristics of the other components of the operating segment, in whichcase the component is the reporting unit.52IndexAs part of the annual impairment test, we may elect to first assess qualitative factors to determine whether it is more likely thannot that the fair value of a reporting unit is less than its carrying amount. In a qualitative assessment, we would consider themacroeconomic conditions, including any deterioration of general conditions and industry and market conditions, including anydeterioration in the environment where the reporting unit operates, increased competition, changes in the products/services andregulatory and political developments, cost of doing business, overall financial performance, including any declining cash flowsand performance in relation to planned revenues and earnings in past periods, other relevant reporting unit specific facts, suchas changes in management or key personnel or pending litigation, and events affecting the reporting unit, including changes inthe carrying value of net assets.If the results of our qualitative assessment indicate it is more likely than not that the fair value of a reporting unit is less than itscarrying amount, we are required to perform a quantitative assessment to determine the fair value of the reporting unit.Alternatively, if an optional qualitative goodwill impairment assessment is not performed, we may perform a quantitativeassessment. Under the quantitative assessment, we compare the fair value of each reporting unit to its carrying value, includingthe goodwill allocated to the reporting unit. If the fair value of the reporting unit exceeded its carrying value, there would be noindication of impairment. If the fair value of the reporting unit were less than the carrying value, an impairment charge wouldbe recognized for the difference.We derive an estimate of fair values for each of our reporting units using a combination of an income approach and a marketapproach, each based on an applicable weighting. We assess the applicable weighting based on such factors as current marketconditions and the quality and reliability of the data. Absent an indication of fair value from a potential buyer or similar specifictransactions, we believe that the use of these methods provides a reasonable estimate of a reporting unit’s fair value.Fair value computed by these methods is arrived at using a number of key assumptions including forecasted revenues andrelated growth rates, forecasted operating cash flows, the discount rate, and the selection of relevant market multiples ofcomparable publicly-traded companies with similar characteristics to the reporting unit. There are inherent uncertainties,however, related to these factors and to our judgment in applying them to this analysis. We believe that the combination ofthese methods provides a reasonable approach to estimate the fair value of our reporting units. Assumptions for sales, netearnings, and cash flows for each reporting unit were consistent among these methods.Fiscal Year 2023 and 2022 Annual Goodwill Impairment TestAs of February 1, 2023, we completed a quantitative assessment for our annual goodwill impairment test for our UniversityServices reporting unit. We concluded that the fair value of the reporting unit was above the carrying value and, therefore, therewas no indication of impairment. For our other reporting units, we performed a qualitative assessment by reporting unit as ofFebruary 1, 2023. This assessment included consideration of key factors including macroeconomic conditions, industry andmarket considerations, cost factors, financial performance, and other relevant entity and reporting unit-specific events. Based onour qualitative assessment, we determined it was not more likely than not that the fair value of any reporting unit was less thanits carrying amount. As such, it was not necessary to perform a quantitative test. There have been no significant events orcircumstances affecting the valuation of goodwill subsequent to the qualitative assessment performed as of February 1, 2023.As of February 1, 2022, we completed a quantitative assessment for our annual goodwill impairment test for our reporting units.We concluded that the fair values of our reporting units were above their carrying values and, therefore, there was no indicationof impairment.Income Approach Used to Determine Fair ValuesThe income approach is based upon the present value of expected cash flows. Expected cash flows are converted to presentvalue using factors that consider the timing and risk of the future cash flows. The estimate of cash flows used is prepared on anunleveraged debt-free basis. We use a discount rate that reflects a market-derived weighted average cost of capital. We believethat this approach is appropriate because it provides a fair value estimate based upon the reporting unit’s expected long-termoperating and cash flow performance. The projections are based upon our best estimates of forecasted economic and marketconditions over the related period including growth rates, expected changes in forecasted operating cash flows, and cashexpenditures. Other estimates and assumptions include terminal value long-term growth rates, provisions for income taxes,future capital expenditures, and changes in future cashless, debt-free working capital.53IndexChanges in any of these assumptions could materially impact the estimated fair value of our reporting units. As noted below, theUniversity Services reporting unit incurred an interim goodwill impairment. If the University Services reporting unit fair valuedecreases further in future periods, we could potentially have an additional impairment which would be limited to the remainingallocated goodwill of approximately $11 million as of April 30, 2023. Our forecasts take into account the near and long-termexpected business performance, considering the long-term market conditions and business trends within the reporting units.However, changes in these assumptions may impact our ability to recover the allocated goodwill in the future. For furtherdiscussion of the factors that could result in a change in our assumptions, see “Risk Factors” in this Annual Report on Form10-K.Market Approach Used to Determine Fair ValuesThe market approach estimates the fair value of the reporting unit by applying multiples of operating performance measures tothe reporting unit’s operating performance (the Guideline Public Company Method). These multiples are derived fromcomparable publicly-traded companies with similar investment characteristics to the reporting unit, and such comparable dataare reviewed and updated as needed annually. We believe that this approach is appropriate because it provides a fair valueestimate using multiples from entities with operations and economic characteristics comparable to our reporting units and Wiley.The key estimates and assumptions that are used to determine fair value under this market approach include current and forward12-month revenue and EBITDA results, as applicable, and the selection of the relevant multiples to be applied. Under theGuideline Public Company Method, a control premium, or an amount that a buyer is usually willing to pay over the currentmarket price of a publicly traded company is considered, and applied to the calculated equity values to adjust the public tradingvalue upward for a 100% ownership interest, where applicable.In order to assess the reasonableness of the calculated fair values of our reporting units, we also compare the sum of thereporting units’ fair values to our market capitalization and calculate an implied control premium (the excess of the sum of thereporting units’ fair values over the market capitalization). We evaluate the control premium by comparing it to controlpremiums of recent comparable market transactions. If the implied control premium is not reasonable in light of these recenttransactions, we will reevaluate our fair value estimates of the reporting units by adjusting the discount rates and/or otherassumptions.If our assumptions and related estimates change in the future, or if we change our reporting unit structure or other events andcircumstances change (such as a sustained decrease in the price of our common stock, a decline in current market multiples, asignificant adverse change in legal factors or business climates, an adverse action or assessment by a regulator, heightenedcompetition, strategic decisions made in response to economic or competitive conditions, or a more-likely-than-not expectationthat a reporting unit or a significant portion of a reporting unit will be sold or disposed of), we may be required to recordimpairment charges in future periods. Any impairment charges that we may take in the future could be material to ourconsolidated results of operations and financial condition.Fiscal Year 2023 Segment Realignment Goodwill Impairment TestIn the third quarter of fiscal year 2023, we began to operate under a new organizational structure, which resulted in a change inour composition of our reportable segments, which resulted in a change in our reporting units. See Note 20, “SegmentInformation,” for more details. The Academic reportable segment includes two reporting units, Academic Publishing andUniversity Services, and the Talent reportable segment includes two reporting units, Talent Development and ProfessionalLearning. No changes were made to the Research reportable segment. As a result of this realignment, we are required to testgoodwill for impairment immediately before and after the realignment. Since there were no changes to the Research reportablesegment, no interim impairment test of the Research reportable segment goodwill was required.We estimated the fair value of the reporting units using a weighting of fair values derived from an income and a marketapproach. Under the income approach, we determined the fair value of a reporting unit based on the present value of estimatedfuture cash flows. Cash flow projections are based on our best estimates of forecasted economic and market conditions over theperiod including growth rates, expected changes in operating cash flows. The discount rate used is based on a weighted averagecost of capital adjusted for the relevant risk associated with the characteristics of the business and the projected cash flows. Themarket approach estimates fair value based on market multiples of current and forward 12-month revenue or EBITDA, asapplicable, derived from comparable publicly traded companies with similar operating and investment characteristics as thereporting unit.54IndexGoodwill Impairment Before RealignmentPrior to the realignment, we concluded that the fair value of the Academic & Professional Learning reporting unit was above itscarrying value. Therefore, there was no indication of impairment. The carrying value of the Education Services reporting unitwas above its fair value which resulted in a pretax non-cash goodwill impairment of $31.0 million. This charge is reflected inImpairment of goodwill in the Consolidated Statements of Income.Education Services was adversely impacted by market conditions and headwinds for online degree programs. This has led to adecline in projected student enrollments from existing partners, pricing pressures and revenue share concessions, and a declinein new partner additions over both the short-term and long-term, which adversely impacted forecasted revenue growth andoperating cash flows. This was partially offset by projected growth in talent placements, partially due to expansion into newregions and the addition of new corporate clients, which are forecasted to have a positive impact on revenue growth andoperating cash flows.The key assumptions underlying the estimate of the fair value of the Education Services reporting unit included the following:• Future cash flow assumptions – the projections for future cash flows utilized in the model were derived from historicalexperience and assumptions regarding future growth and profitability of the reporting unit. These projections includeforecasted revenues and related growth rates, and forecasted operating cash flows, and are consistent with ouroperating budget and strategic plan. We applied a compounded annual growth rate of approximately 8.5% forforecasted sales in our projected cash flows through fiscal year 2036. Beyond the forecasted period, a terminal valuewas determined using a perpetuity growth rate of 3.0% to reflect our estimate of stable and perpetual growth.• Discount rate based on the weighted average cost of capital (WACC) – the WACC is the rate used to discount thereporting unit’s estimated future cash flows. The WACC is calculated based on a proportionate weighting of the cost ofdebt and equity. The cost of equity is based on a capital asset pricing model and includes a company-specific riskpremium to capture the perceived risks and uncertainties associated with the reporting unit’s projected cash flows. Thecost of debt component is calculated based on the after-tax cost of debt of Moody’s Baa-rated corporate bonds. Thecost of debt and equity is weighted based on the debt to market capitalization ratio of publicly traded companies withsimilarities to the Education Services reporting unit. The WACC applied to the Education Services reporting unit was15%.• Valuation Multiples – for the Guideline Public Company Method, we applied relevant current and forward 12-monthrevenue multiples based on an evaluation of multiples of publicly-traded companies with similarities to the EducationServices reporting unit. The multiples applied ranged from 1.1x to 1.2x revenue.The following hypothetical changes in the valuation of the Education Services reporting unit would have impacted the goodwillimpairment as follows (absent of any related impact in discount rates applies):• A hypothetical 1% increase to revenue growth and EBITDA margins would have reduced the impairment charge byapproximately $30 million.• A hypothetical 1% decrease to revenue growth and EBITDA margins would have increased the impairment charge byapproximately $25 million.Prior to performing the goodwill impairment test for Education Services, we also evaluated the recoverability of long-livedassets of the reporting unit. The carrying value of the long-lived assets that were tested for impairment was approximately$467.0 million. When indicators of impairment are present, we test definite lived and long-lived assets for recoverability bycomparing the carrying value of an asset group to an estimate of the future undiscounted cash flows expected to result from theuse and eventual disposition of the asset group. We considered the lower-than-expected revenue and forecasted operating cashflows over a sustained period of time, and downward revisions to our cash flow forecasts for this reporting unit to be indicatorsof impairment for their long-lived assets. Based on the results of the recoverability test, we determined that the undiscountedcash flows of the asset group of the Education Services reporting unit exceeded the carrying value. Therefore, there was noimpairment.Goodwill Impairment After RealignmentAfter the realignment, we concluded that the fair value of the Academic Publishing, Talent Development and ProfessionalLearning reporting units were above their carrying values. Therefore, there was no indication of impairment. The carrying valueof the University Services reporting unit was above its fair value which resulted in a pretax non-cash goodwill impairment of$68.8 million. This charge is reflected in Impairment of goodwill in the Consolidated Statements of Income.55IndexUniversity Services was adversely impacted by market conditions and headwinds for online degree programs which led to adecline in projected enrollments from existing partners, pricing pressures and revenue share concessions, and a decline in newpartner additions over both the short-term and long-term which adversely impacted forecasted revenue growth and operatingcash flows.The key assumptions underlying the estimate of the fair value of the University Services reporting unit included the following:• Future cash flow assumptions – the projections for future cash flows utilized in the model were derived from historicalexperience and assumptions regarding future growth and profitability of the reporting unit. These projections includeforecasted revenues and related growth rates, and forecasted operating cash flows, and are consistent with ouroperating budget and strategic plan. We applied a compounded annual growth rate of approximately 3.7% forforecasted sales in our projected cash flows through fiscal year 2036. Beyond the forecasted period, a terminal valuewas determined using a perpetuity growth rate of 3.0% to reflect our estimate of stable and perpetual growth.• Discount rate based on the weighted average cost of capital (WACC) – the WACC is the rate used to discount thereporting unit’s estimated future cash flows. The WACC is calculated based on a proportionate weighting of the cost ofdebt and equity. The cost of equity is based on a capital asset pricing model and includes a company-specific riskpremium to capture the perceived risks and uncertainties associated with the reporting unit’s projected cash flows. Thecost of debt component is calculated based on the after-tax cost of debt of Moody’s Baa-rated corporate bonds. Thecost of debt and equity is weighted based on the debt to market capitalization ratio of publicly traded companies withsimilarities to the University Services reporting unit. The WACC applied to the University Services reporting unit was11.0%.• Valuation Multiples – for the Guideline Public Company Method, we applied relevant current and forward 12-monthEBITDA multiples based on an evaluation of multiples of publicly-traded companies with similarities to the UniversityServices reporting unit. The multiples applied ranged from 6.0x to 7.0x EBITDA.The following hypothetical changes in the valuation of the University Services reporting unit would have impacted the goodwillimpairment as follows (absent of any related impact in discount rates applies):• A hypothetical 1% increase to revenue growth and EBITDA margins would have reduced the impairment charge byapproximately $15 million.• A hypothetical 1% decrease to revenue growth and EBITDA margins would have increased the impairment charge byapproximately $12 million.Prior to performing the goodwill impairment test for University Services, we also evaluated the recoverability of long-livedassets of the reporting unit. The carrying value of the long-lived assets that were tested for impairment was approximately$326.0 million. When indicators of impairment are present, we test definite lived and long-lived assets for recoverability bycomparing the carrying value of an asset group to an estimate of the future undiscounted cash flows expected to result from theuse and eventual disposition of the asset group. We considered the lower-than-expected revenue and forecasted operating cashflows over a sustained period of time, and downward revisions to our cash flow forecasts for this reporting unit to be indicatorsof impairment for their long-lived assets. Based on the results of the recoverability test, we determined that the undiscountedcash flows of the asset group of the University Services reporting unit exceeded the carrying value. Therefore, there was noimpairment.Fiscal Year 2023 and 2022 Annual Indefinite-lived Intangible Impairment TestWe also review our indefinite-lived intangible assets for impairment annually, which consists of brands and trademarks andcertain acquired publishing rights.For fiscal year 2023, we performed a qualitative assessment for our annual indefinite-lived intangible assets impairment test.This assessment included consideration of key factors including macroeconomic conditions, industry and market considerations,cost factors, financial performance, and other relevant entity and reporting unit-specific events. Based on our qualitativeassessment, we determined it was not more likely than not that the fair value of any indefinite-lived intangible asset was lessthan its carrying amount. As such, it was not necessary to perform a quantitative test.56IndexFor fiscal year 2022, we estimated the fair value of these indefinite-lived intangible assets using a relief from royalty methodunder an income approach. The key assumptions for this method were revenue projections, a royalty rate as determined bymanagement in consultation with valuation experts, and a discount rate. We concluded that the fair values of theseindefinite-lived intangible assets were above their carrying values and therefore, there was no indication of impairment.Intangible Assets with Definite Lives and Other Long-Lived Assets:See Note 2, “Summary of Significant Accounting Policies, Recently Issued, and Recently Adopted Accounting Standards,” inthe section “Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements for details ofdefinite lived intangible assets and other long-lived assets.Retirement Plans:We provide defined benefit pension plans for certain employees worldwide. Our Board of Directors approved amendments tothe US, Canada, and UK defined benefit plans that froze the future accumulation of benefits effective June 30, 2013, December31, 2015, and April 30, 2015, respectively. Under the amendments, no new employees will be permitted to enter these plans andno additional benefits for current participants for future services will be accrued after the effective dates of the amendments.The accounting for benefit plans is highly dependent on assumptions concerning the outcome of future events andcircumstances, including discount rates, long-term return rates on pension plan assets, healthcare cost trends, compensationincreases, and other factors. In determining such assumptions, we consult with outside actuaries and other advisors.The discount rates for the US, Canada, and UK pension plans are based on the derivation of a single-equivalent discount rateusing a standard spot rate curve and the timing of expected benefit payments as of the balance sheet date. The spot rate curvesare based upon portfolios of corporate bonds rated at Aa or above by a respected rating agency. The discount rate for Germanyis based on the expected benefit payments for the sample mixed population plan. The expected long-term rates of return onpension plan assets are estimated using forecasted returns for the asset classifications within the asset portfolio, and a compositereturn assumption range is determined using a weighted average based on each plan’s target asset allocation percentage. Salarygrowth and healthcare cost trend assumptions are based on our historical experience and future outlook. While we believe thatthe assumptions used in these calculations are reasonable, differences in actual experience or changes in assumptions couldmaterially affect the expense and liabilities related to our defined benefit pension plans. A hypothetical one percent increase inthe discount rate would increase net income and decrease the accrued pension liability by approximately $1.2 million and $76.2million, respectively. A one percent decrease in the discount rate would decrease net income and increase the accrued pensionliability by approximately $0.3 million and $89.2 million, respectively. A one percent change in the expected long-term rate ofreturn would affect net income by approximately $5.1 million.57IndexItem 7A. Quantitative and Qualitative Disclosures about Market RiskWe are exposed to market risk primarily related to interest rates, foreign exchange, and credit risk. It is our policy to monitorthese exposures, and to use derivative financial investments and/or insurance contracts from time to time to reduce fluctuationsin earnings and cash flows when it is deemed appropriate to do so. We do not use derivative financial instruments for trading orspeculative purposes.Interest Rates:From time to time, we may use interest rate swaps, collars, or options to manage our exposure to fluctuations in interest rates. Itis management’s intention that the notional amount of interest rate swaps be less than the variable rate loans outstanding duringthe life of the derivatives.The information set forth in Note 15, “Derivative Instruments and Activities,” of the Notes to Consolidated FinancialStatements under the caption “Interest Rate Contracts,” is incorporated herein by reference.On an annual basis, a hypothetical 1% change in interest rates for the $249.1 million of unhedged variable rate debt as ofApril 30, 2023 would affect net income and cash flow by approximately $2 million.Foreign Exchange Rates:Fluctuations in the currencies of countries where we operate outside the US may have a significant impact on financial results.We are primarily exposed to movements in British pound sterling, euros, Canadian and Australian dollars, and certain currenciesin Asia. The statements of financial position of non-US business units are translated into US dollars using period-end exchangerates for assets and liabilities and the Statements of Income are translated into US dollars using weighted-average exchangerates for revenues and expenses. The percentage of consolidated revenue for the year ended April 30, 2023 recognized in thefollowing currencies (on an equivalent US dollar basis) were approximately: 57% US dollar, 24% British pound sterling, 10%euro, and 9% other currencies.Our significant investments in non-US businesses are exposed to foreign currency risk. Adjustments resulting from translatingassets and liabilities are reported as a separate component of Total Accumulated Other Comprehensive Loss, Net of Tax withinShareholders’ Equity under the caption Foreign currency translation adjustment. During the year ended April 30, 2023, werecorded foreign currency translation gains in Total accumulated other comprehensive loss, net of tax of approximately $3.2million primarily as a result of the fluctuations of the US dollar relative to the euro and the British pound sterling, partiallyoffset by fluctuations of the US dollar relative to the Australian dollar. During the year ended April 30, 2022, we recordedforeign currency translation (losses) in Total accumulated other comprehensive loss, net of tax of approximately $(71.6) millionprimarily as a result of the fluctuations of the US dollar relative to the British pound sterling and, to a lesser extent, the euro.During the year ended April 30, 2021, we recorded foreign currency translation gains in Total accumulated other comprehensiveloss, net of tax of approximately $82.8 million, primarily as a result of the fluctuations of the US dollar relative to the Britishpound sterling and, to a lesser extent, the euro.Exchange rate gains or losses related to foreign currency transactions are recognized as transaction gains or losses on theConsolidated Statements of Income as incurred. Under certain circumstances, we may enter into derivative financial instrumentsin the form of foreign currency forward contracts to hedge against specific transactions, including intercompany purchases andloans.The information set forth in Note 15, “Derivative Instruments and Activities,” of the Notes to Consolidated FinancialStatements under the caption “Foreign Currency Contracts,” is incorporated herein by reference.Customer Credit Risk:In the journal publishing business, subscriptions are primarily sourced through journal subscription agents who, acting as agentsfor library customers, facilitate ordering by consolidating the subscription orders/billings of each subscriber with variouspublishers. Cash is generally collected in advance from subscribers by the subscription agents and is principally remitted to usbetween the months of December and April. Although at fiscal year-end we had minimal credit risk exposure to these agents,future calendar year subscription receipts from these agents are highly dependent on their financial condition and liquidity.Subscription agents account for approximately 15% of total annual consolidated revenue, and no one agent accounts for morethan 10% of total annual consolidated revenue.Our book business is not dependent upon a single customer; however, the industry is concentrated in national, regional, andonline bookstore chains. Although no book customer accounts for more than 6% of total consolidated revenue and 10% ofaccounts receivable at April 30, 2023, the top 10 book customers account for approximately 10% of total consolidated revenueand approximately 20% of accounts receivable at April 30, 2023.58IndexItem 8. Financial Statements and Supplementary DataThe following Consolidated Financial Statements and Notes are filed as part of this report.John Wiley & Sons, Inc. and SubsidiariesReports of Independent Registered Public Accounting FirmFinancial StatementsConsolidated Statements of Financial Position as of April 30, 2023 and 202264Consolidated Statements of Income for the years ended April 30, 2023 , 2022 , and 202165Consolidated Statements of Comprehensive ( Loss) Income for the years ended April 30, 2023 , 2022 , and 202166Consolidated Statements of Cash Flows for the years ended April 30, 2023 , 2022 , and 202167Consolidated Statements of Shareholders’ Equity for the years ended April 30, 2023 , 2022 , and 202168Notes to Consolidated Financial StatementsNote 1.Description of Business69Note 2.Summary of Significant Accounting Policies, Recently Issued, and Recently Adopted AccountingStandards69Note 3.Revenue Recognition, Contracts with Customers76Note 4.Acquisitions and Divestitures82Note 5.Reconciliation of Weighted Average Shares Outstanding85Note 6.Accumulated Other Comprehensive Loss86Note 7.Restructuring and Related Charges (Credits)86Note 8.Inventories90Note 9.Product Development Assets90Note 10.Technology, Property, and Equipment90Note 11.Goodwill and Intangible Assets91Note 12.Operating Leases95Note 13.Income Taxes97Note 14.Debt and Available Credit Facilities100Note 15.Derivative Instruments and Activities101Note 16.Commitment and Contingencies103Note 17.Retirement Plans104Note 18.Stock-Based Compensation109Note 19.Capital Stock and Changes in Capital Accounts112Note 20.Segment Information114Note 21 .Subsequent Events117Financial Statement ScheduleSchedule II – Valuation and Qualifying Accounts for the years ended April 30, 2023, 2022 , and 202112559IndexReport of Independent Registered Public Accounting FirmTo the Shareholders and Board of DirectorsJohn Wiley & Sons, Inc.:Opinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated statements of financial position of John Wiley & Sons, Inc. and subsidiaries(the Company) as of April 30, 2023 and 2022, the related consolidated statements of income, comprehensive (loss) income,cash flows, and shareholders’ equity for each of the years in the three-year period ended April 30, 2023, and the related notesand financial statement schedule II (collectively, the consolidated financial statements). In our opinion, the consolidatedfinancial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2023 and 2022,and the results of its operations and its cash flows for each of the years in the three-year period ended April 30, 2023, inconformity with U.S. generally accepted accounting principles.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)(PCAOB), the Company’s internal control over financial reporting as of April 30, 2023, based on criteria established in InternalControl – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission,and our report dated June 26, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control overfinancial reporting.Basis for OpinionThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express anopinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with thePCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities lawsand the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform theaudit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of theconsolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Suchprocedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financialstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management,as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide areasonable basis for our opinion.Critical Audit MattersThe critical audit matters communicated below are matters arising from the current period audit of the consolidated financialstatements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts ordisclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, orcomplex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidatedfinancial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separateopinions on the critical audit matters or on the accounts or disclosures to which they relate.Evaluation of the sufficiency of audit evidence over certain subscriber and publishing revenueAs discussed in Note 3 to the consolidated financial statements, the Company generated revenue of $926.7 millionfrom Research Publishing Products, including Journal Subscriptions, and $481.8 million from Academic PublishingProducts, including Print and Digital Publishing, for the year ended April 30, 2023. The Company uses multipleinformation technology (IT) systems to record revenue.60IndexWe identified the evaluation of the sufficiency of audit evidence over certain Journal Subscription and Print and DigitalPublishing revenue as a critical audit matter. Evaluating the sufficiency of audit evidence obtained involved ITprofessionals with specialized skills and knowledge and required especially subjective auditor judgment because of themultiple revenue recognition processes, IT applications, and data interfaces.The following are the primary procedures we performed to address this critical audit matter. We performed riskassessment procedures and applied auditor judgment to determine the nature and extent of procedures to be performedover certain Journal Subscription and Print and Digital Publishing revenue, including the determination of the ITsystems where those procedures were to be performed based on the nature of the information processed by thosesystems. We evaluated the design and tested the operating effectiveness of certain internal controls over the relatedrevenue recognition processes. We involved IT professionals with specialized skills and knowledge, who assisted intesting 1) certain general IT controls, and 2) certain application controls within those revenue recognition process,including the interface of relevant revenue data between different IT systems used therein. To assess certain JournalSubscription and Print and Digital Publishing revenue recognized during a portion of the year, we selected a sampleand traced the recorded amounts for specific transactions back to underlying documentation. Based on this assessmentand prior year revenue, we also developed an expectation of certain Journal Subscription and Print and DigitalPublishing revenue recorded for the remainder of the year and compared such expectation to the revenue recorded inthe consolidated financial statements. Additionally, for other Journal Subscription and Print and Digital Publishingrevenue recognized during the year, we selected a sample and traced the recorded amounts for specific transactionsback to underlying documentation. We evaluated the sufficiency of audit evidence obtained over revenue by assessingthe results of procedures performed.Assessment of fair value of the Education Services and University Services reporting unitsAs discussed in Note 11 to the consolidated financial statements, in the third quarter of the year ended April 30, 2023,the Company realigned its prior Academic & Professional Learning and Education Services segments into two newcustomer-centric segments, Academic and Talent. As a result of this change, the Company was required to testgoodwill for impairment immediately before and after the realignment. Evaluating goodwill for impairment involvescomparing the fair values of the Education Services reporting unit before realignment, and University Servicesreporting unit after realignment to their respective carrying values. The Company used a combination of an incomeapproach and a market approach to estimate the fair value of its reporting units, which requires the Company to makekey assumptions regarding forecasted revenues and related growth rates, forecasted operating cash flows, the discountrates, and the selection of relevant market multiples of comparable publicly traded companies with similarcharacteristics to each of these reporting units. The Company concluded that the fair values of the Education Servicesreporting unit pre-realignment and University Services reporting unit post-realignment were below their carrying valuesand an aggregated impairment loss of $99.8 million was recognized.We identified the assessment of the fair value of the Education Services and University Services reporting units as acritical audit matter. Testing the Company’s key assumptions described above that were used to estimate the fair valueof the Education Services and University Services reporting units, involved a high degree of auditor judgment aschanges to those assumptions could have had a significant effect on the Company’s assessment of the fair value.The following are the primary procedures we performed to address this critical audit matter. We tested certain internalcontrols over the Company’s goodwill impairment process, including controls related to the development of the keyassumptions. We evaluated (1) the revenue growth rates used by the Company to determine forecasted revenues, and(2) forecasted operating cash flows, by comparing them to industry, market and economic reports, and historical resultsof the Education Services and University Services reporting units. We performed a sensitivity analysis to assess theimpact of possible changes to the key assumptions on the measurement date fair value for the Education Services andUniversity Services reporting units. We involved valuation professionals with specialized skills and knowledge, whoassisted in:– evaluating the discount rates by comparing them to (1) a weighted average cost of capital that wasindependently developed using publicly available market data, including for comparable entities, (2) discountrates used in previous impairment analyses of the Education Services reporting unit, and (3) discount ratesutilized in historical acquisitions of the Education Services and University Services reporting units,61Index– evaluating the long-term revenue growth rates used in the impairment tests by comparing against economicdata and information specific to the respective reporting units, including projected long-term nominal andgross domestic product growth, inflation, as well as industry and forecasted growth for guideline publiccompanies,– evaluating selected market multiples of comparable publicly traded companies with similar characteristics tothe reporting units, and– developing independent estimated fair values of the Education Services and University Services reportingunits using the Company’s cash flow forecasts, and independently developed discount rates, long-term revenuegrowth rates under the income approach, and market multiples under the market approach, and thencomparing them to the Company’s fair value estimates./s/ KPMG LLPWe have served as the Company’s auditor since 2002.New York, New YorkJune 26, 202362IndexReport of Independent Registered Public Accounting FirmTo the Shareholders and Board of DirectorsJohn Wiley & Sons, Inc.:Opinion on Internal Control Over Financial ReportingWe have audited John Wiley & Sons, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of April30, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee ofSponsoring Organizations of the Treadway Commission . In our opinion, the Company maintained, in all material respects,effective internal control over financial reporting as of April 30, 2023, based on criteria established in Internal Control –Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)(PCAOB), the consolidated statements of financial position of the Company as of April 30, 2023 and 2022, the relatedconsolidated statements of income, comprehensive (loss) income, cash flows, and shareholders’ equity for each of the years inthe three-year period ended April 30, 2023, and the related notes and financial statement schedule II (collectively, theconsolidated financial statements), and our report dated June 26, 2023 expressed an unqualified opinion on those consolidatedfinancial statements.Basis for OpinionThe Company’s management is responsible for maintaining effective internal control over financial reporting and for itsassessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s ReportOn Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal controlover financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to beindependent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform theaudit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in allmaterial respects. Our audit of internal control over financial reporting included obtaining an understanding of internal controlover financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as weconsidered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.Definition and Limitations of Internal Control Over Financial ReportingA company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company’s internal control over financial reporting includes those policies and proceduresthat (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that receipts andexpenditures of the company are being made only in accordance with authorizations of management and directors of thecompany; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, ordisposition of the company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequatebecause of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate./s/ KPMG LLPNew York, New YorkJune 26, 202363IndexJohn Wiley & Sons, Inc. and SubsidiariesCONSOLIDATED STATEMENTS OF FINANCIAL POSITIONIn thousandsApril 30,20232022Assets:Current assetsCash and cash equivalents$106,714 $100,397 Accounts receivable, net310,121 331,960 Inventories, net30,733 36,585 Prepaid expenses and other current assets93,711 81,924 Total current assets541,279 550,866 Technology, property, and equipment, net247,149 271,572 Intangible assets, net854,794 931,429 Goodwill1,204,050 1,302,142 Operating lease right-of-use assets91,197 111,719 Other non-current assets170,341 193,967 Total assets$3,108,810 $3,361,695 Liabilities and shareholders’ equity:Current liabilitiesAccounts payable$84,325 $77,438 Accrued royalties113,423 101,596 Short-term portion of long-term debt5,000 18,750 Contract liabilities504,695 538,126 Accrued employment costs80,458 117,121 Short-term portion of operating lease liabilities19,673 20,576 Other accrued liabilities87,979 95,812 Total current liabilities895,553 969,419 Long-term debt743,292 768,277 Accrued pension liability86,304 78,622 Deferred income tax liabilities144,042 180,065 Operating lease liabilities115,540 132,541 Other long-term liabilities79,052 90,502 Total liabilities2,063,783 2,219,426 Shareholders’ equityPreferred stock, $ 1 par value: Authorized – 2 million, Issued – 0— — Class A common stock, $ 1 par value: Authorized – 180 million, Issued – 70,231 and70,226 as of April 30, 2023 and 2022, respectively70,231 70,226 Class B common stock, $ 1 par value: Authorized – 72 million, Issued – 12,951 and12,956 as of April 30, 2023 and 2022, respectively12,951 12,956 Additional paid-in capital469,802 459,297 Retained earnings1,860,872 1,921,160 Accumulated other comprehensive loss: Foreign currency translation adjustment( 326,346 )( 329,566 )Unamortized retirement costs, net of tax( 206,806 )( 182,226 )Unrealized gain on interest rate swaps, net of tax4,250 3,646 Total accumulated other comprehensive loss, net of tax( 528,902 )( 508,146 )Less: treasury shares at cost (Class A – 23,983 and 23,515 as of April 30, 2023 and2022, respectively, Class B – 3,925 and 3,924 as of April 30, 2023 and 2022,respectively)( 839,927 )( 813,224 )Total shareholders’ equity1,045,027 1,142,269 Total liabilities and shareholders’ equity$3,108,810 $3,361,695 See accompanying Notes to Consolidated Financial Statements.64IndexJohn Wiley & Sons, Inc. and SubsidiariesCONSOLIDATED STATEMENTS OF INCOMEDollars in thousands, except per share informationFor the Years Ended April 30,202320222021Revenue, net$2,019,900 $2,082,928 $1,941,501 Costs and expensesCost of sales692,541 700,658 625,335 Operating and administrative expenses1,037,399 1,079,585 1,022,660 Impairment of goodwill99,800 — — Restructuring and related charges (credits)49,389 ( 1,427 )33,310 Amortization of intangible assets84,881 84,836 74,685 Total costs and expenses1,964,010 1,863,652 1,755,990 Operating income55,890 219,276 185,511 Interest expense( 37,745 )( 19,802 )( 18,383 )Foreign exchange transaction gains (losses)894 ( 3,192 )( 7,977 )Gain on sale of businesses and certain assets10,177 3,694 — Other income, net3,884 9,685 16,761 Income before taxes33,100 209,661 175,912 Provision for income taxes15,867 61,352 27,656 Net income$17,233 $148,309 $148,256 Earnings per share:Basic$0.31 $2.66 $2.65 Diluted$0.31 $2.62 $2.63 Weighted average number of common shares outstanding:Basic55,55855,75955,930Diluted56,35556,59856,461See accompanying Notes to Consolidated Financial Statements.65IndexJohn Wiley & Sons, Inc. and SubsidiariesCONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOMEDollars in thousandsFor the Years Ended April 30,202320222021Net income$17,233 $148,309 $148,256 Other comprehensive income (loss):Foreign currency translation adjustment3,220 ( 71,625 )82,762 Unamortized retirement costs, net of tax benefit (expense) of $ 5,967 , $(13,440 ), and $( 2,103 ), respectively( 24,580 )45,920 ( 226 )Unrealized gain on interest rate swaps, net of tax (expense) of $( 393 ),$( 2,787 ), and $( 657 ), respectively604 8,349 2,171 Total other comprehensive (loss) income( 20,756 )( 17,356 )84,707 Comprehensive (loss) income$( 3,523 )$130,953 $232,963 See accompanying Notes to Consolidated Financial Statements.66IndexJohn Wiley & Sons, Inc. and SubsidiariesCONSOLIDATED STATEMENTS OF CASH FLOWSDollars in thousandsFor the Years Ended April 30,202320222021Operating activitiesNet income$17,233 $148,309 $148,256 Adjustments to reconcile net income to net cash provided by operatingactivities:Impairment of goodwill99,800 — — Amortization of intangible assets84,881 84,836 74,685 Amortization of product development assets32,366 35,162 34,365 Depreciation and amortization of technology, property, and equipment96,006 95,172 91,139 Restructuring and related charges (credits)49,389 ( 1,427 )33,310 Stock-based compensation expense26,504 25,705 21,982 Employee retirement plan expense26,956 19,146 12,975 Foreign exchange transaction (gains) losses( 894 )3,192 7,977 Gain on sale of businesses and certain assets( 10,217 )( 3,694 )— Other noncash (credits) charges( 6,319 )37,128 35,138 Changes in operating assets and liabilities Accounts receivable, net26,757 ( 26,318 )( 7,263 )Inventories, net( 522 )2,311 7,842 Accounts payable and accrued royalties22,908 16,373 ( 31,121 )Contract liabilities( 36,529 )9,973 14,164 Restructuring payments( 26,599 )( 5,911 )( 19,667 )Other accrued liabilities( 48,787 )( 13,476 )28,142 Employee retirement plan contributions( 45,985 )( 46,729 )( 40,676 )Operating lease liabilities( 26,919 )( 29,737 )( 32,344 )Other( 2,958 )( 10,915 )( 18,981 )Net cash provided by operating activities277,071 339,100 359,923 Investing activities Product development spending( 22,958 )( 27,015 )( 25,954 )Additions to technology, property, and equipment( 81,155 )( 88,843 )( 77,407 )Businesses acquired in purchase transactions, net of cash acquired( 7,292 )( 75,703 )( 299,942 )Proceeds related to the sale of businesses and certain assets15,585 3,375 — Acquisitions of publication rights and other( 2,578 )( 5,838 )( 29,851 )Net cash used in investing activities( 98,398 )( 194,024 )( 433,154 )Financing activities Repayments of long-term debt( 1,044,205 )( 661,873 )( 562,752 )Borrowings of long-term debt1,005,271 650,877 593,405 Payment of debt issuance costs( 4,493 )— — Purchases of treasury shares( 35,000 )( 30,000 )( 15,765 )Change in book overdrafts( 4,841 )( 6,327 )18,398 Cash dividends( 77,298 )( 77,205 )( 76,938 )Impact of tax withholding on stock-based compensation and other( 8,002 )( 7,110 )( 3,434 )Net cash used in financing activities( 168,568 )( 131,638 )( 47,086 )Effects of exchange rate changes on cash, cash equivalents, andrestricted cash( 3,570 )( 7,070 )11,629 Cash reconciliation: Cash and cash equivalents100,397 93,795 202,464 Restricted cash included in Prepaid expenses and other current assets330 564 583 Balance at beginning of year100,727 94,359 203,047 Increase/(decrease) for year6,535 6,368 ( 108,688 )Cash and cash equivalents106,714 100,397 93,795 Restricted cash included in Prepaid expenses and other current assets548 330 564 Balance at end of year$107,262 $100,727 $94,359 Cash paid during the year for: Interest$36,130 $17,834 $17,171 See accompanying Notes to Consolidated Financial Statements.67IndexJohn Wiley & Sons, Inc. and SubsidiariesCONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITYDollars in thousandsClass AcommonstockClass BcommonstockAdditionalpaid-incapitalRetainedearningsAccumulatedothercomprehensiveloss, net of taxTreasurystockTotalshareholders’equityBalance at April 30, 2020$70,166 $13,016 $431,680 $1,780,129 $( 575,497 )$(785,870)$933,624 — Cumulative effect of change inaccounting principle, net oftax— — — ( 1,390 )— — ( 1,390 )Restricted shares issued understock-based compensationplans— — ( 10,206 )1 — 10,454 249 Impact of tax withholding onstock-based compensation andother— — 902 — — ( 4,336 )( 3,434 )Stock-based compensationexpense— — 21,982 — — — 21,982 Purchases of treasury shares— — — — — ( 15,765 )( 15,765 )Class A common stockdividends ($ 1.37 per share)— — — ( 67,614 )— — ( 67,614 )Class B common stockdividends ($ 1.37 per share)— — — ( 9,324 )— — ( 9,324 )Common stock class conversions42 ( 42 )— — — — — Comprehensive income, net oftax— — — 148,256 84,707 — 232,963 Balance at April 30, 2021$70,208 $12,974 $444,358 $1,850,058 $( 490,790 )$(795,517)$1,091,291 Restricted shares issued understock-based compensationplans— — ( 12,578 )( 2 )— 12,854 274 Issuance of Class A commonstock related to the acquisitionof a business— — — — — 7,363 7,363 Impact of tax withholding onstock-based compensation andother— — 814 — — ( 7,924 )( 7,110 )Stock-based compensationexpense— — 26,703 — — — 26,703 Purchases of treasury shares— — — — — ( 30,000 )( 30,000 )Class A common stockdividends ($ 1.38 per share)— — — ( 64,724 )— — ( 64,724 )Class B common stockdividends ($ 1.38 per share)— — — ( 12,481 )— — ( 12,481 )Common stock class conversions18 ( 18 )— — — — — Comprehensive income, net oftax— — — 148,309 ( 17,356 )— 130,953 Balance at April 30, 2022$70,226 $12,956 $459,297 $1,921,160 $( 508,146 )$(813,224)$1,142,269 Restricted shares issued understock-based compensationplans— — ( 16,152 )3 — 16,436 287 Impact of tax withholding onstock-based compensation andother— — 137 — — ( 8,139 )( 8,002 )Stock-based compensationexpense— — 26,520 — — — 26,520 Purchases of treasury shares— — — — — ( 35,000 )( 35,000 )See accompanying Notes to Consolidated Financial Statements .68IndexJohn Wiley & Sons, Inc. and SubsidiariesNotes to Consolidated Financial StatementsNote 1 – Description of BusinessThe Company, founded in 1807, was incorporated in the state of New York on January 15, 1904. Throughout this report, whenwe refer to “Wiley,” the “Company,” “we,” “our,” or “us,” we are referring to John Wiley & Sons, Inc. and all our subsidiaries,except where the context indicates otherwise.Wiley is a global leader in scientific research and career-connected education, unlocking human potential by enabling discovery,powering education, and shaping workforces. We have reorganized our Education lines of business into two new customer-centric segments. The Academic segment addresses the university customer group and includes Academic Publishing andUniversity Services. The Talent segment addresses the corporate customer group and is focused on delivering training, sourcing,and upskilling solutions. Prior period segment results have been revised to the new segment presentation. There were nochanges to our consolidated financial results. Our new segment reporting structure consists of three reportable segments, as wellas a Corporate expense category (no change), which includes certain costs that are not allocated to the reportable segments:• Research includes Research Publishing and Research Solutions, and no changes were made as a result of thisrealignment;• Academic includes the Academic Publishing and University Services lines. Academic Publishing is the combination ofthe former Education Publishing line and professional publishing offerings;• Talent is the combination of the former Talent Development line, and our assessments (corporate training) andcorporate learning offerings.Through the Research segment, we provide peer-reviewed STM publishing, content, platforms, and related services toacademic, corporate, and government customers, academic societies, and individual researchers. The Academic segmentprovides scientific, professional, and education print and digital books, digital courseware, and test preparation services, as wellas engages in the comprehensive management of online degree programs for universities. The Talent segment services includesourcing, training, and preparing aspiring students and professionals to meet the skill needs of today’s technology careers andplacing them with large companies and government agencies. It also includes assessments (corporate training) and corporatelearning offerings. We have operations primarily located in the US, UK, India, Sri Lanka, and Germany.Note 2 – Summary of Significant Accounting Policies, Recently Issued, and Recently Adopted Accounting StandardsSummary of Significant Accounting PoliciesBasis of Presentation:Our Consolidated Financial Statements include all the accounts of the Company and our subsidiaries. We have eliminated allintercompany transactions and balances in consolidation. All amounts are in thousands, except per share amounts, andapproximate due to rounding.Reclassifications:Certain prior year amounts have been reclassified to conform to the current year’s presentation.Use of Estimates:The preparation of our Consolidated Financial Statements and related disclosures in conformity with US GAAP requires ourmanagement to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure ofcontingent assets and liabilities as of the date of the financial statements, and revenue and expenses during the reporting period.These estimates include, among other items, sales return reserves, allocation of acquisition purchase price to assets acquired andliabilities assumed, goodwill and indefinite-lived intangible assets, intangible assets with definite lives and other long-livedassets, and retirement plans. We review these estimates and assumptions periodically using historical experience and otherfactors and reflect the effects of any revisions on the Consolidated Financial Statements in the period we determine anyrevisions to be necessary. Actual results could differ from those estimates, which could affect the reported results.69IndexBook Overdrafts:Under our cash management system, a book overdraft balance exists for our primary disbursement accounts. This overdraftrepresents uncleared checks in excess of cash balances in individual bank accounts. Our funds are transferred from otherexisting bank account balances or from lines of credit as needed to fund checks presented for payment. As of April 30, 2023and 2022, book overdrafts of $ 14.6 million and $ 19.4 million, respectively, were included in Accounts payable on theConsolidated Statements of Financial Position.Revenue Recognition:Revenue from contracts with customers is recognized using a five-step model consisting of the following: (1) identify thecontract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4)allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) we satisfy aperformance obligation. Performance obligations are satisfied when we transfer control of a good or service to a customer,which can occur over time or at a point in time. The amount of revenue recognized is based on the consideration to which weexpect to be entitled in exchange for those goods or services, including the expected value of variable consideration. Thecustomer’s ability and intent to pay the transaction price is assessed in determining whether a contract exists with the customer.If collectability of substantially all the consideration in a contract is not probable, consideration received is not recognized asrevenue unless the consideration is nonrefundable, and we no longer have an obligation to transfer additional goods or servicesto the customer, or collectability becomes probable.See Note 3, “Revenue Recognition, Contracts with Customers,” for further details of our revenue recognition policy.Cash and Cash Equivalents:Cash and cash equivalents consist of highly liquid investments with an original maturity of three months or less at the time ofpurchase and are stated at cost, which approximates market value, because of the short-term maturity of the instruments.Allowance for Credit Losses:We are exposed to credit losses through our accounts receivable with customers. Accounts receivable, net, is stated at amortizedcost net of provision for credit losses. Our methodology to measure the provision for credit losses requires an estimation of lossrates based upon historical loss experience adjusted for factors that are relevant to determining the expected collectability ofaccounts receivable such as, delinquency trends, aging behavior of receivables, credit and liquidity indicators for industrygroups, customer classes or individual customers, and reasonable and supportable forecasts of the economic and geopoliticalconditions that may exist through the contractual life of the asset. Our provision for credit losses is reviewed and revisedperiodically. Our accounts receivable is evaluated on a pool basis that is based on customer groups with similar riskcharacteristics. This includes consideration of the following factors to develop these pools: size of the customer, industry,geographical location, historical risk, and types of services or products sold.Our customers’ ability to pay is assessed through our internal credit review processes. Based on the value of credit extended, weassess our customers’ credit by reviewing the total expected receivable exposure, expected timing of payments, and thecustomers’ established credit rating. In determining customer creditworthiness, we assess our customers’ credit utilizingdifferent resources including third-party validations and/or our own assessment through analysis of the customers’ financialstatements and review of trade/bank references. We also consider contract terms and conditions, country and geopolitical risk,and the customers’ mix of products purchased in our evaluation. A credit limit is established for each customer based on theoutcome of this review. Credit limits are periodically reviewed for existing customers and whenever an increase in the creditlimit is being considered. When necessary, we utilize collection agencies and legal counsel to pursue recovery of defaultedreceivables. We write off receivables only when deemed no longer collectible.70IndexThe following table presents the change in provision for credit losses, which is presented net in Accounts receivable on ourConsolidated Statements of Financial Position for the period indicated:Provision forCredit LossesBalance as of April 30, 2022$21,221 Current period provision347 Amounts written off, less recoveries( 2,592 )Foreign exchange translation adjustments and other( 314 )Balance as of April 30, 2023$18,662 Sales Return Reserves:The process that we use to determine our sales returns and the related reserve provision charged against revenue, is based onapplying an estimated return rate to current year returnable print book sales. This rate is based upon an analysis of actualhistorical return experience in the various markets and geographic regions in which we do business. We collect, maintain, andanalyze significant amounts of sales returns data for large volumes of homogeneous transactions. This allows us to makereasonable estimates of the amount of future returns. All available data is utilized to identify the returns by market and to whichfiscal year the sales returns apply. This enables management to track the returns in detail and identify and react to trendsoccurring in the marketplace, with the objective of being able to make the most informed judgments possible in setting reserverates. Associated with the estimated sales return reserves, we also include a related increase to inventory and a reduction toaccrued royalties as a result of the expected returns. Print book sales return reserves amounted to a net liability balance of $14.4 million and $ 19.4 million as of April 30, 2023 and 2022, respectively.The reserves are reflected in the following accounts of the Consolidated Statements of Financial Position as of April 30:20232022Increase in Inventories, net$6,923 $7,820 Decrease in Accrued royalties( 3,240 )( 3,893 )Increase in Contract liabilities24,582 31,135 Print book sales return reserve net liability balance$( 14,419 )$( 19,422 )Inventories:Inventories are carried at the lower of cost or net realizable value. US book inventories aggregating $ 16.6 million and $ 20.6million at April 30, 2023 and 2022, respectively, are valued using the last-in, first-out (LIFO) method. All other inventories arevalued using the first-in, first-out (FIFO) method. Finished goods not recorded at LIFO have been recorded at the lower of costor net realizable value.Product Development Assets:Product development assets consist of book composition costs and other product development costs and were included in Othernon-current assets on the Consolidated Statements of Financial Position. Costs associated with developing a book forpublication are expensed until the product is determined to be commercially viable. Book composition costs represent the costsincurred to bring an edited commercial manuscript to publication, which include typesetting, proofreading, design, illustrationcosts, and digital formatting. Book composition costs are capitalized and are generally amortized on a double-declining basisover their estimated useful lives, ranging from 1 to 3 years. Other product development costs represent the costs incurred indeveloping software, platforms, and digital content to be sold and licensed to third parties. Other product development costs arecapitalized and amortized on a straight-line basis over their estimated useful lives. As of April 30, 2023, the weighted averageestimated useful life of other product development costs was approximately 6 years.71IndexRoyalty Advances:Royalty advances are capitalized and, upon publication, are expensed as royalties earned based on sales of the published works.Royalty advances are reviewed for recoverability and a reserve for loss is maintained, if appropriate.Shipping and Handling Costs:Costs incurred for third party shipping and handling are primarily reflected in Operating and administrative expenses on theConsolidated Statements of Income. We incurred $ 27.1 million, $ 29.0 million, and $ 27.8 million in shipping and handlingcosts in the years ended April 30, 2023, 2022, and 2021, respectively.Advertising and Marketing Costs:Advertising and marketing costs are expensed as incurred. These costs are reflected in the Consolidated Statements of Incomeas follows:For the Years Ended April 30,202320222021Advertising and marketing costs$93,385 $100,572 $93,646 Cost of sales 55,907 62,889 56,956 Operating and administrative expenses37,478 37,683 36,690 (1)This includes certain advertising and marketing costs incurred by our Academic business to fulfill performanceobligations from contracts with educational institutions.Technology, Property, and Equipment:Technology, property, and equipment is recorded at cost, except for property and equipment that have been impaired, for whichwe reduce the carrying amount to the estimated fair value at the impairment date. Major renewals and improvements arecapitalized, while maintenance and repairs are expensed as incurred.Technology, property, and equipment is depreciated using the straight-line method based upon the following estimated usefullives: Computer Software – 3 to 10 years; Computer Hardware – 3 to 5 years; Buildings and Leasehold Improvements – thelesser of the estimated useful life of the asset up to 40 years or the duration of the lease; Furniture, Fixtures, and WarehouseEquipment – 5 to 10 years.Costs incurred for computer software internally developed or obtained for internal use are capitalized during the applicationdevelopment stage and expensed as incurred during the preliminary project and post-implementation stages. Costs incurredduring the application development stage include costs of materials, services, and payroll and payroll-related costs foremployees who are directly associated with the software project. Such costs are amortized over the expected useful life of therelated software, which is generally 3 to 5 years. Costs related to the investment in our Enterprise Resource Planning andrelated systems are amortized over an expected useful life of 10 years. Maintenance, training, and upgrade costs that do notresult in additional functionality are expensed as incurred.Allocation of Acquisition Purchase Price to Assets Acquired and Liabilities Assumed :In connection with acquisitions, we allocate the cost of the acquisition to the assets acquired and the liabilities assumed basedon the estimates of fair value for such items, including intangible assets and technology acquired. The excess of the purchaseconsideration over the fair value of assets acquired and liabilities assumed is recorded as goodwill. The determination of theacquisition-date fair value of the assets acquired, and liabilities assumed, requires us to make significant estimates andassumptions, such as forecasted revenue growth rates and operating cash flows, royalty rates, customer attrition rates,obsolescence rates of developed technology, and discount rates. We may use a third-party valuation consultant to assist in the(1)determination of such estimates.72IndexGoodwill and Indefinite-lived Intangible Assets:Goodwill represents the excess of the aggregate of the following: (1) consideration transferred, (2) the fair value of anynoncontrolling interest in the acquiree, and (3) if the business combination is achieved in stages, the acquisition-date fair valueof our previously held equity interest in the acquiree over the net of the acquisition-date amounts of the identifiable assetsacquired and the liabilities assumed.Indefinite-lived intangible assets primarily consist of brands and trademarks, and publishing rights, and are typicallycharacterized by intellectual property with a long and well-established revenue stream resulting from strong and well-establishedimprint/brand recognition in the market.We use the acquisition method of accounting for all business combinations and do not amortize goodwill or intangible assetswith indefinite useful lives. Goodwill and intangible assets with indefinite useful lives are tested for possible impairmentannually during the fourth quarter of each fiscal year, or more frequently if events or changes in circumstances indicate that theasset might be impaired.See Note 11, “Goodwill and Intangible Assets” for further details of our policy.Intangible Assets with Definite Lives and Other Long-Lived Assets:Definite-lived intangible assets principally consist of content and publishing rights, customer relationships, developedtechnology, brands and trademarks, and covenants not to compete agreements, and are amortized over their estimated usefullives. The most significant factors in determining the estimated lives of these intangibles are the history and longevity,combined with the strength and pattern of projected cash flows.Intangible assets with definite lives as of April 30, 2023 are amortized on a straight-line basis over the following weightedaverage estimated useful lives: content and publishing rights – 27 years, customer relationships – 16 years, developedtechnology – 7 years, brands and trademarks – 15 years, and covenants not to compete agreements – 5 years.Assets with definite lives are evaluated for impairment upon a significant change in the operating or macroeconomicenvironment. In these circumstances, if an evaluation of the projected undiscounted cash flows indicates impairment, the asset iswritten down to its estimated fair value based on the discounted future cash flows.Leases:We have contractual obligations as a lessee with respect to offices, warehouses and distribution centers, automobiles, and officeequipment. See Note 12, “Operating Leases” for further details of our policy.Employee Benefit Plans:We provide various defined benefit plans to our employees. We use actuarial assumptions to calculate pension and benefit costsas well as pension assets and liabilities included in the consolidated financial statements. See Note 17, “Retirement Plans” forfurther details of our policy.Income Taxes:Income taxes are recorded using the asset and liability method. Under this method, deferred income taxes are recognized fortemporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amountsused for income tax purposes. Deferred taxes are measured using rates the Company expects to apply to taxable income in yearsin which those temporary differences are expected to reverse. The financial effect of changes in tax laws or rates is accountedfor in the period of enactment. Future tax benefits are recognized to the extent that the realization of such benefits is morelikely than not. Valuation allowances are established when management determines that it is more likely than not that some orall of a deferred tax asset will not be realized.73IndexFrom time to time, the Company engages in transactions in which the tax consequences may be subject to uncertainty.Judgment is required in assessing and estimating the tax consequences of these transactions. The Company prepares and filestax returns based on its interpretation of tax laws and regulations. In the normal course of business, the Company’s tax returnsare subject to examination by various taxing authorities. Such examinations may result in future tax and interest assessments bythese taxing authorities.In determining the Company’s tax provision for financial reporting purposes, the Company establishes a reserve for uncertaintax positions, unless such positions are determined to be more likely than not of being sustained upon examination based ontheir technical merits, including the resolution of any appeals or litigation processes. The Company includes interest and, whereappropriate, penalties as a component of income tax expense. There is judgment involved in determining whether positionstaken on the Company’s tax returns are more likely than not of being sustained, which involve the use of estimates andassumptions with respect to the potential outcome of positions taken on tax returns that may be reviewed by tax authorities.Derivative Financial Instruments:From time to time, we enter into foreign exchange forward and interest rate swap contracts as a hedge against foreign currencyasset and liability commitments, changes in interest rates, and anticipated transaction exposures, including intercompanypurchases. All derivatives are recognized as assets or liabilities and measured at fair value. Derivatives that are not determinedto be effective hedges are adjusted to fair value with a corresponding adjustment to earnings. We do not use financialinstruments for trading or speculative purposes.Foreign Currency Gains/Losses:We maintain operations in many non-US locations. Assets and liabilities are translated into US dollars using end-of-periodexchange rates and revenues, and expenses are translated into US dollars using weighted average rates. Our significantinvestments in non-US businesses are exposed to foreign currency risk. Foreign currency translation adjustments are reported asa separate component of Accumulated Other Comprehensive Loss within Shareholders’ Equity. Foreign currency transactiongains or losses are recognized on the Consolidated Statements of Income as incurred.Stock-Based Compensation:We recognize stock-based compensation expense based on the fair value of the stock-based awards on the grant date, reducedby an estimate for future forfeited awards. As such, stock-based compensation expense is only recognized for those awards thatare expected to ultimately vest. The fair value of stock-based awards is recognized in net income generally on a straight-linebasis over the requisite service period. Stock-based compensation expense associated with performance-based stock awards isbased on actual financial results for targets established up to three years in advance, or less. The cumulative effect on currentand prior periods of a change in the estimated number of performance share awards, or estimated forfeiture rate, is recognizedas an adjustment to earnings in the period of the revision. If actual results differ significantly from estimates, our stock-basedcompensation expense and Consolidated Statements of Income could be impacted. The grant date fair value for stock options isestimated using the Black-Scholes option-pricing model. The determination of the assumptions used in the Black-Scholes modelinclude the expected life of an option, the expected volatility of our common stock over the estimated life of the option, arisk-free interest rate, and the expected dividend yield. Judgment was also required in estimating the amount of stock-basedawards that may be forfeited.74IndexRecently Adopted Accounting StandardsReference Rate ReformIn March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848), Facilitation of the Effects of ReferenceRate Reform on Financial Reporting.” In January 2021, the FASB clarified the scope of that guidance with the issuance of ASU2021-01, “Reference Rate Reform: Scope.” These ASUs provide optional guidance for a limited period of time to ease theburden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. This would apply tocompanies meeting certain criteria that have contracts, hedging relationships, and other transactions that reference LIBOR oranother reference rate expected to be discontinued because of reference rate reform. In December 2022, the FASB issued ASU2022-06, "Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848," which extended the date toDecember 31, 2024. This standard was effective for us immediately and may be applied prospectively to contract modificationsmade and hedging relationships entered into or evaluated on or before December 31, 2024. On November 30, 2022, weamended the Amended and Restated CA (as defined in Note 14, “Debt and Available Credit Facilities”) and as a result weamended our outstanding interest rate swaps designated as cash flow hedges to change the rates from LIBOR-based rates toSOFR-based rates. We applied ASU 2020-04 at the time of modification, and there was no impact on our ConsolidatedFinancial Statements. The future impact of this ASU on our consolidated financial statements will be based on any futurecontract modifications.Measurement of Credit Losses on Financial InstrumentsIn June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326), Measurement of CreditLosses on Financial Instruments,” and issued subsequent amendments to the initial guidance thereafter. ASU 2016-13 requiresentities to measure all expected credit losses for most financial assets held at the reporting date based on an expected loss modelwhich includes historical experience, current conditions, and reasonable and supportable forecasts. Entities will now useforward-looking information to better form their credit loss estimates. ASU 2016-13 also required enhanced disclosures to helpfinancial statement users better understand significant estimates and judgments used in estimating credit losses.We adopted the new standard on May 1, 2020, with a cumulative effect adjustment to retained earnings as of the beginning ofthe year of adoption. The adoption of ASU 2016-13 primarily impacted our trade receivables, specifically our allowance fordoubtful accounts. The adoption of the standard did not have an impact on our Consolidated Statements of Income, or ourConsolidated Statements of Cash Flows. See above under the caption “Allowance for Credit Losses” for a discussion of ourpolicy.Recently Issued Accounting StandardsAccounting for Contract Assets and Contract Liabilities from Contracts with CustomersIn October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets andContract Liabilities from Contracts with Customers.” This ASU requires that an acquirer recognize, and measure, contract assetsand contract liabilities acquired in a business combination in accordance with ASC 606 “Revenue from Contracts withCustomers” (Topic 606) as if it had originated the contracts. Generally, this would result in an acquirer recognizing andmeasuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in theacquiree’s financial statements if the acquiree prepared financial statements in accordance with US GAAP. This standard iseffective for us on May 1, 2023, including interim periods within the fiscal year. The standard is applied prospectively tobusiness combinations occurring on or after the effective date of the amendments. The impact will be based on future businesscombinations after we adopt the standard.75IndexNote 3 — Revenue Recognition, Contracts with CustomersDisaggregation of RevenueAs described in Note 1, "Description of Business", we have reorganized our Education lines of business into two new customer-centric segments. Our new segment reporting structure consists of three reportable segments which includes Research (nochanges), Academic, and Talent, as well as a Corporate expense category (no change), which includes certain costs that are notallocated to the reportable segments. Prior period segment results have been revised to the new segment presentation. Therewere no changes to our consolidated financial results. As a result of this realignment, we were required to test goodwill forimpairment immediately before and after the realignment. See Note 11, "Goodwill and Intangible Assets" for more details onthe interim goodwill impairment test and the impairment charges. See also Note 20, “Segment Information,” for more detailsregarding our reportable segments.The following tables present our revenue from contracts with customers disaggregated by segment and product type.For the Years Ended April 30,202320222021Research:Research Publishing $926,773 $963,715 $892,176 Research Solutions 153,538 147,628 123,173 Total Research1,080,311 1,111,343 1,015,349 Academic:Academic Publishing481,752 531,705 538,643 University Services208,656 227,407 230,371 Total Academic690,408 759,112 769,014 Talent249,181 212,473 157,138 Total Revenue$2,019,900 $2,082,928 $1,941,501 (1)As previously announced, in May 2022 our revenue by product type previously referred to as Research Platforms waschanged to Research Solutions. Research Solutions includes infrastructure and publishing services that help societies andcorporations thrive in a complex knowledge ecosystem. In addition to Platforms (Atypon), certain product offerings suchas corporate sales which included the recent acquisitions of Madgex Holdings Limited (Madgex), and Bio-RadLaboratories Inc.’s Informatics products (Informatics) that were previously included in Research Publishing moved toResearch Solutions to align with our strategic focus. Research Solutions also includes product offerings related to certainrecent acquisitions such as J&J, and EJP. Prior period results have been revised to the new presentation. There were nochanges to the total Research segment or our consolidated financial results. The revenue reclassified to ResearchSolutions was $ 93.3 million and $ 80.3 million for the years ended April 30, 2022 and 2021, respectively.The following information describes our disaggregation of revenue by segment and product type. Overall, the majority of ourrevenue is recognized over time.(1)(1)76IndexResearchResearch customers include academic, corporate, government, and public libraries, funders of research, researchers, scientists,clinicians, engineers and technologists, scholarly and professional societies, and students and professors. Research products aresold and distributed globally through multiple channels, including research libraries and library consortia, independentsubscription agents, direct sales to researchers and professional society members, and other customers. Publishing centersinclude Australia, China, Germany, India, the UK, and the US. The majority of revenue generated from Research products isrecognized over time. Total Research revenue was $ 1,080.3 million in the year ended April 30, 2023.We disaggregated revenue by Research Publishing and Research Solutions to reflect the different type of products and servicesprovided.Research Publishing ProductsResearch Publishing products provide scientific, technical, medical, and scholarly journals, as well as related content andservices, to academic, corporate, and government libraries, learned societies, and individual researchers and other professionals.Research Publishing revenue was $ 926.8 million in the year ended April 30, 2023, and the majority is recognized over time.In the year ended April 30, 2023, Research Publishing produc ts generated approximately 86 % of its revenue from contractswith its customers from Journal Subscriptions (pay to read), Open Access (pay to publish), and Transformational Agreements(read and publish), and the remainder from Licensing, Backfiles, and Other.Journal Subscriptions, Open Access, and Transformational ModelsJournal subscription contracts are negotiated by us directly with customers or their subscription agents. Subscription periodstypically cover calendar years. In a typical journal subscription sale, there is a written agreement between us and our customerthat covers multiple years. However, we typically account for these agreements as one-year contracts because our enforceablerights under the agreements are subject to an annual confirmation and negotiation process with the customer.In journal subscriptions, there are generally two performance obligations: a functional intellectual property license with astand-ready obligation to provide access to new content for one year , which includes online hosting of the content, and afunctional intellectual property perpetual license for access to historical journal content, which also includes online hosting ofthe content. The transaction price consists of fixed consideration. Journal subscription revenue is generally collected in advancewhen the annual license is granted and no significant financing component exists.The total transaction price is allocated to each performance obligation based on its relative standalone selling price. We allocaterevenue to the stand-ready obligation to provide access to new content for one year based on its observable standalone sellingprice which is generally the contractually stated price, and the revenue for new content is recognized over one year as we havea continuous stand-ready obligation to provide the right of access to additional intellectual property. The allocation of revenueto the perpetual licenses for access to historical journal content is done using the expected cost plus a margin approach aspermitted by the revenue standard. Revenue is recognized at the point in time when access to historical content is initiallygranted.Under the Open Access business model, we have a signed contract with the customer that contains enforceable rights. The OpenAccess business model in a typical model includes an over-time single performance obligation that combines a promise to hostthe customer’s content on our open access platform, and a promise to provide an Article Publication Charge (APC) at a discountto eligible users who are defined in the contract, in exchange for an upfront payment. Enforceable right to payment occurs overtime as we fulfill our obligation to provide a discount to eligible users, as defined, on future APCs. Therefore, the upfrontpayment is recorded as a contract liability and revenue is recognized over time.77IndexTransformational agreements (read and publish) are the innovative new model that blends journal subscription and open accessofferings. Essentially, for a single fee, a national or regional consortium of libraries pays for and receives full read access to ourjournal portfolio and the ability to publish under an open access arrangement. Like subscriptions, transformational deals involverecurring revenue under multiyear contracts. Unlike subscriptions, some transformational agreements also allow for furtherupside depending on how much publishing volume we generate. Transformational models accelerate the transition to openaccess while maintaining subscription access.Starting in calendar year 2022, we signed transformational agreements that generally include three performance obligations: (1)a functional intellectual property license with a stand-ready obligation to provide access to new content for one year , whichincludes online hosting of the content, (2) a functional intellectual property perpetual license for access to historical journalcontent, which also includes online hosting of the content, and (3) a publishing entitlement that generally allows for a fixednumber of articles to be published in hybrid open access journals each contract year. In addition, some of these transformationalagreements also include another performance obligation that includes the promise to provide an APC at a discount in gold openaccess journals and is recognized over time.Starting in calendar year 2023, we expanded our transformational agreements to include a model that generally includes fourperformance obligations. The publishing entitlement was expanded to include an additional performance obligation whichprovided the ability to publish in gold open access journals, as well as in hybrid open access journals as described above. Thetransaction price consists of fixed consideration and is allocated to the publishing entitlement performance obligation based onits observable standalone selling price, the residual approach for the license to access new content, and the expected cost plus amargin approach for the perpetual license. The revenue for the publishing entitlement and the license to access new content isgenerally recognized straight-line over the contract year due to the stand-ready obligations. The revenue for the perpetuallicense is recognized at the point in time when access to historical content is initially granted. Cash is generally collected inadvance.In January 2019, Wiley announced a contractual arrangement in support of open access, a countrywide partnership agreementwith Projekt DEAL, a representative of nearly 700 academic institutions in Germany. This three-year agreement, which wasextended for two years , provides all Projekt DEAL institutions with access to read Wiley’s academic journals back to the year1997, and researchers at Projekt DEAL institutions can publish articles open access in Wiley’s journals. The partnership willbetter support institutions and researchers in advancing open science, driving discovery, and developing and disseminatingknowledge. Projekt DEAL includes multiple performance obligations, which include a stand-ready obligation to provide accessto new content, perpetual license for access to historical journal content, and accepting articles to be hosted on our open accessplatform. We are compensated primarily through a fee per article published and a consolidated access fee. The consideration forProjekt DEAL consists of fixed and variable consideration. We allocated the total consideration to the fixed and variablecomponents based on its relative standalone selling prices for each performance obligation.Licensing, Backfiles, and OtherWithin licensing, the revenue derived from these contracts is primarily comprised of advance payments, including minimumguarantees and sales- or usage-based royalty agreements. Our intellectual property is considered to be functional intellectualproperty. Due to the stand-ready obligation to provide updates during the subscription period, which is generally an annualperiod, revenue for the minimum guarantee is recognized on a straight-line basis over the term of the agreement. For our sales-or usage-based royalty agreements, we recognize revenue in the period of usage based on the amounts earned. We recordrevenue under these arrangements for the amounts due and not yet reported to us based on estimates of the sales or usage ofthese customers and pursuant to the terms of the contracts. We also have certain licenses whereby we receive a non-refundableminimum guarantee against a volume-based royalty throughout the term of the agreement. We recognize volume-based royaltyincome only when cumulative consideration exceeds the minimum guarantee.For Backfiles, the performance obligation is the granting of a functional intellectual property license. Revenue is recognized atthe time the functional intellectual property license is granted.78IndexOther includes our Article Select offering, whereby we have a single performance obligation to our customers to give access toan article through the purchase of a token. The customer redeems the token for access to the article for a 24-hour period. Thecustomer purchases the tokens with an upfront cash payment. Revenue is recognized when access to the article is provided. Inaddition, we also provide subscriptions to certain databases in evidence-based medicine (EBM). These subscriptions generallyinclude a functional intellectual property license with a stand-ready promise to provide access to new content for one year .Revenue is generally recognized straight-line over the contract year due to the stand-ready obligations.Research Solutions Products and ServicesResearch Solutions revenue was $ 153.5 million in the year ended April 30, 2023 and the majority is recognized over time. Inthe year ended April 30, 2023, Research Solutions products and services generated approximately 68 % of their revenue fromcontracts with their customers from corporate and society offerings and 32 % from Atypon platforms and services.Corporate and Society Service OfferingsCorporate and society service offerings includes advertising, spectroscopy software and spectral databases, and job boardsoftware and career center services, which includes the products and services from our acquisition of Madgex and Informatics.In addition, it also includes product and service offerings related to recent acquisitions such as J&J and the EJP business. J&J isa publishing services company providing expert offerings in editorial operations, production, copyediting, system support andconsulting. EJP is a technology platform company with an established journal submission and peer-review management system.We generate advertising revenue from print and online journal subscription products, our online publishing platform, Literatum,online events such as webinars and virtual conferences, community interest websites such as s pectroscopyNOW.com, and otherwebsites. Journal and article reprints are primarily used by pharmaceutical companies and other industries for marketing andpromotional purposes.Generally these product and service offerings can include either a single or multiple performance obligations, and have a mix ofrevenue recognized at a point in time and over time.Atypon Platforms and ServicesAtypon is a publishing software and service provider that enables scholarly and professional societies and publishers to deliver,host, enhance, market, and manage their content on the web through the Literatum platform. Atypon services primarilyincludes a single performance obligation for the implementation and hosting of subscription services. The transaction price isfixed which may include price escalators that are fixed increases per year, and therefore, revenue is recognized upon theinitiation of the subscription period and recognized on a straight-line basis over the time of the contractual period. The durationof these contracts is generally multiyear ranging from 2 to 5 years.AcademicTotal Academic revenue was $ 690.4 million in the year ended April 30, 2023. We disaggregated revenue by type of productsprovided. Academic products are Academic Publishing and University Services.Academic Publishing ProductsAcademic Publishing products revenue was $ 481.8 million in the year ended April 30, 2023. Products and services includescientific, professional, and education print and digital books, digital courseware, and test preparation services to libraries,corporations, students, professionals, and researchers. Communities served include business, finance, accounting, workplacelearning, management, leadership, technology, behavioral health, engineering/architecture, science and medicine, and education.Products are developed for worldwide distribution through multiple channels, including chain and online booksellers, libraries,colleges and universities, corporations, direct to consumer, web sites, distributor networks and other online applications.Publishing centers include Australia, Germany, India, the UK, and the US.In the year ended April 30, 2023, Academic Publishing products generated approximately 67 % of their revenue from contractsTM with their customers for print and digital publishing, which is recognized at a point in time. Digital Courseware productsgenerate approximately 19 % of their revenue from contracts with their customers which is recognized over time. Theremainder of their revenues were from Test Preparation and Certification, and Licensing and Other, which has a mix of revenuerecognized at a point in time and over time.79IndexPrint and Digital PublishingOur performance obligations as they relate to print and digital publishing are primarily book products delivered in both printand digital form which could include single or multiple performance obligations based on the number of print or digital bookspurchased. Each is represented by an International Standard Book Number (ISBN), with each ISBN representing a performanceobligation. Each ISBN has an observable stand-alone selling price as Wiley sells the books separately.This revenue stream also includes variable consideration as it relates to discounts and returns for both print and digital books.Discounts are identifiable by performance obligation and therefore are applied at the point of sale by performance obligation.The process that we use to determine our sales returns and the related reserve provision charged against revenue, is based onapplying an estimated return rate to current year returnable print book sales. This rate is based upon an analysis of actualhistorical return experience in the various markets and geographic regions in which we do business. We collect, maintain, andanalyze significant amounts of sales returns data for large volumes of homogeneous transactions. This allows us to makereasonable estimates of the amount of future returns. All available data is utilized to identify the returns by market and to whichfiscal year the sales returns apply. This enables management to track the returns in detail and identify and react to trendsoccurring in the marketplace, with the objective of being able to make the most informed judgments possible in setting reserverates. Associated with the estimated sales return reserves, we also include a related increase to inventory and reduction toaccrued royalties as a result of the expected returns.As it relates to print and digital books, revenue is recognized at the point when control of the product transfers, which for printis upon shipment or for digital when fulfillment of the products has been rendered.Digital Courseware ProductsCourseware customers purchase access codes to utilize the product. This could include single or multiple performanceobligations based on the number of course ISBNs purchased. Revenue is recognized over time in the period from when theaccess codes are activated over the applicable semester term to which such product relates.Test Preparation and Certification ProductsTest Preparation and Certification contracts are generally three-year agreements. This revenue stream includes multipleperformance obligations as it relates to the online and printed course materials, including such items as textbooks, ebooks, videolectures, flashcards, study guides, and test banks. The transaction price is fixed; however, discounts are offered and returns ofcertain products are allowed. We allocate revenue to each performance obligation based on its relative standalone selling price.This standalone selling price is generally based upon the observable selling prices where the product is sold separately tocustomers. Depending on the performance obligation, revenue is recognized at the time the product is delivered and control haspassed to the customer or over time due to our stand-ready obligation to provide updates to the customer.In the three months ended April 30, 2023, we sold a portion of our test preparation and certification products referred to asWiley's Efficient Learning test prep portfolio which focused on test prep for finance, accounting and business certifications. SeeNote 4, "Acquisitions and Divestitures" for further details.Licensing and OtherRevenue derived from our licensing contracts is primarily comprised of advance payments and sales- or usage-based royalties.Revenue for advance payments is recognized at the point in time that the functional intellectual property license is granted. Forsales- or usage-based royalties, we record revenue under these arrangements for the amounts due and not yet reported to usbased on estimates of the sales or usage of these customers and pursuant to the terms of the contracts.University ServicesUniversity Services revenue was $ 208.7 million in the year ended April 30, 2023 and is mainly recognized over time. OurUniversity Services business offers institutions and their students a rich portfolio of education technology and student andfaculty support services, allowing the institutions to reach more students online with their own quality academic programs.80IndexUniversity Services provides institutions with a bespoke suite of services that each institution has determined it needs to servestudents, including market research, marketing and recruitment, program development, online platform technology, studentretention support, instructional design, faculty development and support, and access to the Engage Learning ManagementSystem, which facilitates the online education experience. Graduate degree programs include Business Administration, Finance,Accounting, Healthcare, Engineering, Communications, and others.Revenue is derived from pre-negotiated contracts with institutions that provide for a share of revenue generated after studentshave enrolled and demonstrated initial persistence. While the majority of our contracts are revenue-share arrangements, we alsooffer the opportunity to contract on a fee-for-service basis. As of April 30, 2023, the University Services business had 64university partners under contract. The University Services revenue-share contracts are generally multiyear agreements rangingfrom a period of 7 to 10 years, with some having optional renewal periods. These optional renewal periods are not a materialright and are not considered a separate performance obligation.University Services revenue-share contracts include a single performance obligation for the services provided because of theintegrated technology and services our institutional clients need to attract, enroll, educate, and support students. Consideration isvariable since it is based on the number of students enrolled in a program. We begin to recognize revenue at the start of thedelivery of the class within a semester overtime, which is also when the variable consideration contingency is resolved.TalentTalent revenue was $ 249.2 million in the year ended April 30, 2023. Our Talent segment consists of talent development (WileyEdge, formerly mthree) for professionals and businesses, assessments (corporate training) and corporate learning offerings.Talent development includes Wiley Edge which sources, trains, and prepares aspiring students and professionals to meet theskill needs of today’s technology careers, and then places them with some of the world's largest financial institutions,technology companies, and government agencies . Wiley Edge also works with its clients to retrain and retain existingemployees so they can continue to meet the changing demands of today’s technology landscape. Wiley Edge revenue isrecognized at the point in time the services are provided to its customers.Talent services also includes assessments (corporate training) for high-demand soft-skills training solutions that are delivered toorganizational clients through online digital delivery platforms, either directly or through an authorized distributor network ofindependent consultants, trainers, and coaches. This corporate training product offering i ncludes multiple performanceobligations. This includes a performance obligation that includes an annual membership which includes the right to purchaseproducts and services, access to the platform, support, and training. This performance obligation is recognized over time as wehave an obligation to stand-ready for the customer’s use of the services. In addition, there are performance obligations for theassessments and related products or services which are recognized at a point in time when the assessment, product, or service isprovided or delivered. The transaction price is allocated to each performance obligation based on its observable standaloneselling price which is generally the contractually stated price for the performance obligation related to the annual membership,and for the other performance obligations based on its relative observable selling price when sold separately. In addition,customers’ unexercised rights for situations where we have received a nonrefundable payment for a customer to receive anassessment and the customer is not expected to exercise such right, we will recognize such “breakage” amounts as revenue inproportion to the pattern of rights exercised by the customer, which is generally one year .In addition, Talent services includes corporate learning online learning and training solutions for global corporations,universities, and small and medium-sized enterprises sold on a subscription or fee basis. The transaction price for thesecorporate learning services consists of fixed consideration that is determined at the beginning of each year and received at thesame time. There are multiple performance obligations, which include the licenses to learning content and the learningapplication. Revenue is recognized over time as we have a continuous obligation to provide the right of access to theintellectual property which includes the licenses and learning applications.Accounts Receivable, net and Contract Liability BalancesWhen consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods orservices to the customer under the terms of a contract, a contract liability is recorded. Contract liabilities are recognized asrevenue when, or as, control of the products or services are transferred to the customer and all revenue recognition criteria havebeen met.81IndexThe following table provides information about accounts receivable, net and contract liabilities from contracts with customers.April 30, 2023April 30, 2022Increase/(Decrease)Balances from contracts with customers:Accounts receivable, net$310,121 $331,960 $( 21,839 )Contract liabilities 504,695 538,126 ( 33,431 )Contract liabilities (included in Other long-term liabilities)$17,426 $19,072 $( 1,646 )(1)The sales return reserve recorded in Contract liabilities is $ 24.6 million and $ 31.1 million as of April 30, 2023 andApril 30, 2022, respectively. See Note 2, “Summary of Significant Accounting Policies, Recently Issued, andRecently Adopted Accounting Standards” for further details of the sales return reserve.For the year ended April 30, 2023, we estimate that we recognized as revenue substantially all of the current contract liabilitybalance at April 30, 2022.The decrease in contract liabilities, excluding the sales return reserve, was primarily driven by revenue earned on journalsubscription agreements, transformational agreements, and open access and, to a lesser extent, the impact of foreign exchange.This was partially offset by an increase due to renewals of journal subscription agreements, transformational agreements, andopen access.Remaining Performance Obligations included in Contract LiabilityAs of April 30, 2023, the aggregate amount of the transaction price allocated to the remaining performance obligations isapproximately $ 522.1 million, which includes the sales return reserve of $ 24.6 million. Excluding the sales return reserve, weexpect that approximately $ 480.1 million will be recognized in the next twelve months with the remaining $ 17.4 million to berecognized thereafter.Assets Recognized for the Costs to Fulfill a ContractCosts to fulfill a contract are directly related to a contract that will be used to satisfy a performance obligation in the future andare expected to be recovered. These costs are amortized on a systematic basis that is consistent with the transfer to the customerof the goods or services to which the asset relates. These types of costs are incurred in the following product types: (1)Research Solutions services, which includes customer specific implementation costs per the terms of the contract and (2)University Services, which includes customer specific costs to develop courses per the terms of the contract.Our assets associated with incremental costs to fulfill a contract were $ 10.6 million and $ 10.9 million at April 30, 2023 and2022, respectively, and are included within Other non-current assets on our Consolidated Statements of Financial Position. Werecorded amortization expense of $ 4.5 million, $ 5.2 million, and $ 5.1 million in the years ended April 30, 2023, 2022, and2021, respectively, related to these assets within Cost of sales on the Consolidated Statements of Income.Sales and value-added taxes are excluded from revenues. Shipping and handling costs, which are primarily incurred within theAcademic segment, occur before the transfer of control of the related goods. Therefore, in accordance with the revenuestandard, it is not considered a promised service to the customer and would be considered a cost to fulfill our promise totransfer the goods. Costs incurred for third-party shipping and handling are primarily reflected in Operating and administrativeexpenses on the Consolidated Statements of Income. We incurred $ 27.1 million, $ 29.0 million, and $ 27.8 million in shippingand handling costs in the years ended April 30, 2023, 2022, and 2021, respectively.Note 4 – Acquisitions and DivestituresAcquisitionsPro forma financial information related to these acquisitions has not been provided as it is not material to our consolidated(1)results of operations.82IndexFiscal Year 2023On November 1, 2022, we completed the acquisition of an immaterial business included in our Academic segment. The fairvalue of consideration transferred was $ 6.1 million, which included $ 5.2 million of cash at the acquisition date and $ 0.9million to be paid after the acquisition date. The acquisition was accounted for using the acquisition method of accounting. Werecorded the preliminary aggregate excess purchase price over identifiable net tangible and intangible assets acquired andliabilities assumed, which included a preliminary allocation of $ 3.9 million of goodwill allocated to the Academic segment and$ 3.7 million of intangible assets subject to amortization.The allocation of the total consideration transferred to the assets acquired, including intangible assets and goodwill, and theliabilities assumed could be revised as a result of additional information obtained due to tax related matters and contingenciesand certain assets and liabilities, including receivables and payables, but such amounts will be finalized within the measurementperiod, which will not exceed one year from the acquisition date.Fiscal Year 2022XYZ MediaOn December 29, 2021, we completed the acquisition of certain assets of XYZ Media Inc. (XYZ Media). XYZ Media is acompany that generates leads for higher education institutions. The results of XYZ Media are included in our Academicsegment results. The fair value of consideration transferred at the date of acquisition was $ 45.4 million, which included $ 38.0million of cash and approximately 129 thousand shares of Wiley Class A common stock, or approximately $ 7.4 million. Wefinanced the payment of the cash consideration with a combination of cash on hand and borrowings under our Amended andRestated CA (as defined below in Note 14, “Debt and Available Credit Facilities”).The XYZ Media acquisition was accounted for using the acquisition method of accounting. The excess purchase price overidentifiable net tangible and intangible assets acquired, and liabilities assumed, has been recorded to Goodwill in ourConsolidated Statements of Financial Position. Goodwill represents synergies and economies of scale expected from thecombination of services. We recorded the fair value of the assets acquired and liabilities assumed on the acquisition date. Thegoodwill will be deductible for tax purposes. The acquisition related costs to acquire XYZ Media were expensed when incurredand were approximately $ 0.1 million for the year ended April 30, 2022. Such costs were allocated to the Academic segmentand are reflected in Operating and administrative expenses on the Consolidated Statements of Income for the year endedApril 30, 2022.XYZ Media’s incremental revenue and operating loss included in our Academic segment results for the year ended April 30,2023 was $ 6.9 million and $( 3.1 ) million, respectively. XYZ Media’s revenue and operating loss included in our Academicsegment results for the year ended April 30, 2022 was $ 3.6 million and $( 1.5 ) million, respectively.83IndexDuring the year ended April 30, 2023, no revisions were made to the allocation of the consideration transferred to the assetsacquired and liabilities assumed. The following table summarizes the consideration transferred to acquire XYZ Media and thefinal allocation of the purchase price among the assets acquired and liabilities assumed.Final AllocationTotal consideration transferred$45,363 Assets:Current assets913 Intangible assets, net22,711 Goodwill22,226 Other non-current assets46 Total assets$45,896 Liabilities:Current liabilities533 Total liabilities$533 The following table summarizes the identifiable intangible assets acquired and their weighted-average useful life at the date ofacquisition.Fair ValueWeighted-Average UsefulLife(in Years)Developed technology$20,930 7Customer relationships1,340 6Covenants not to compete323 5Tradename118 1Total$22,711 The allocation of the total consideration transferred to the assets acquired, including intangible assets and goodwill, and theliabilities assumed was finalized during the three months ended January 31, 2023.Other Acquisitions in Fiscal Year 2022On November 30, 2021, we acquired the assets of the eJournalPress (EJP) business from Precision Computer Works, Inc. EJP isa technology platform company with an established journal submission and peer review management system. The results of EJPare included in our Research segment results.On October 1, 2021, we completed the acquisition of certain assets of J&J Editorial Services, LLC. (J&J). J&J is a publishingservices company providing expert offerings in editorial operations, production, copyediting, system support, and consulting.The results of J&J are included in our Research segment results.We also completed in the year ended April 30, 2022 the acquisition of two immaterial businesses included in our Researchsegment and the acquisition of one immaterial business in our Talent segment.The aggregate fair value of consideration transferred for these other acquisitions was approximately $ 41.2 million during theyear ended April 30, 2022. This included $ 36.2 million of cash paid at the acquisition dates and $ 5.0 million of additionalcash to be paid after the acquisition dates, of which $ 2.0 million was paid in the year ended April 30, 2023. The fair value ofthe cash consideration transferred, net of $ 1.2 million of cash acquired was approximately $ 34.9 million.84IndexThese other acquisitions were accounted for using the acquisition method of accounting as of their respective acquisition dates.Associated with these other acquisitions, the aggregate excess purchase price over identifiable net tangible and intangible assetsacquired, and liabilities assumed of $ 24.8 million has been recorded to Goodwill on our Consolidated Statements of FinancialPosition as of April 30, 2022 and $ 15.6 million of intangible assets subject to amortization have been recorded, includingdeveloped technology, customer relationships, trademarks, covenants not to compete, and content that is being amortized overweighted-average useful lives of 4 , 8 , 2 , 4 , and 4 years, respectively. The fair value assessed for the majority of the tangibleassets acquired and liabilities assumed approximated their carrying value. Goodwill represents synergies and economies of scaleexpected from the combination of services. Goodwill of $ 24.8 million has been allocated to the Research segment and nonehas been allocated to the Talent segment. Approximately $ 18.7 million of the goodwill will be deductible for tax purposes, and$ 6.1 million will not be deductible for tax purposes. The aggregate acquisition related costs to acquire these other acquisitionswas expensed when incurred and was approximately $ 0.5 million for the year ended April 30, 2022. Such costs were allocatedto the Research segment and are reflected in Operating and administrative expenses on the Consolidated Statements of Incomefor the year ended April 30, 2022.The incremental revenue for the years ended April 30, 2023 and April 30, 2022 related to these other acquisitions wasapproximately $ 9.5 million and $ 8.1 million, respectively.During the year ended April 30, 2023, the allocation of the total consideration transferred to the assets acquired, includingintangible assets and goodwill, and the liabilities assumed was finalized for all of these other acquisitions.DivestituresAs part of our ongoing initiatives to simplify our portfolio and focus our attention on strategic growth areas, we have completedtwo dispositions during the year ended April 30, 2023. Both were included in our Academic segment.On February 28, 2023, we completed the sale of Wiley's Efficient Learning test prep portfolio business. In addition, on March31, 2023, we completed the sale of our advancement courses business.Neither dispositions constituted a strategic shift, and the impact on our overall operations and financial results was not material.Accordingly, the operations associated with the dispositions are not reported in discontinued operations. The selling price forboth dispositions was $ 16.5 million, which included $ 15.5 million of cash received net of transaction costs at the date ofdisposition, and $ 1.0 million to be received after the disposition date. The pretax gain on sale of $ 10.2 million, afteraccounting for the assets sold, liabilities transferred upon sale and transaction costs, is included in Gain on sale of businessesand certain assets in our Consolidated Statements of Income for the year ended April 30, 2023. As a result of the closing of thetransactions, we derecognized net assets of $ 6.4 million, including goodwill of $ 5.3 million and intangible assets of $ 2.4million.Note 5 – Reconciliation of Weighted Average Shares OutstandingA reconciliation of the shares used in the computation of earnings per share follows (shares in thousands):For the Years Ended April 30,202320222021Weighted average shares outstanding55,55855,75955,931Less: Unvested restricted shares——( 1 )Shares used for basic earnings per share55,55855,75955,930Dilutive effect of unvested restricted stock units and other stock awards797839531Shares used for diluted earnings per share56,35556,59856,461Antidilutive options to purchase Class A common shares, restrictedshares, warrants to purchase Class A common shares and contingentlyissuable restricted stock which are excluded from the table above39377298285IndexThe shares associated with performance-based stock awards (PSU) are considered contingently issuable shares and will beincluded in the diluted weighted average number of common shares outstanding when they have met the performanceconditions, and when their effect is dilutive.We included contingently issuable shares using the treasury stock method for certain PSU in the diluted weighted averagenumber of common shares outstanding based on the number of contingently issuable shares that would be issued assuming theend of our reporting period was the end of the relevant PSU contingency period.Note 6 – Accumulated Other Comprehensive LossChanges in Accumulated other comprehensive loss by component, net of tax, for the years ended April 30, 2023, 2022, and2021 were as follows:ForeignCurrencyTranslationUnamortizedRetirementCostsInterestRate SwapsTotalBalance at April 30, 2020$( 340,703 )$( 227,920 )$( 6,874 )$( 575,497 )Other comprehensive income (loss) beforereclassifications82,762 ( 6,273 )( 639 )75,850 Amounts reclassified from Accumulated othercomprehensive loss— 6,047 2,810 8,857 Total other comprehensive income (loss)82,762 ( 226 )2,171 84,707 Balance at April 30, 2021$( 257,941 )$( 228,146 )$( 4,703 )$( 490,790 )Other comprehensive (loss) income beforereclassifications( 71,625 )40,247 5,165 ( 26,213 )Amounts reclassified from Accumulated othercomprehensive loss— 5,673 3,184 8,857 Total other comprehensive (loss) income( 71,625 )45,920 8,349 ( 17,356 )Balance at April 30, 2022$( 329,566 )$( 182,226 )$3,646 $( 508,146 )Other comprehensive income (loss) beforereclassifications3,220 ( 29,053 )4,385 ( 21,448 )Amounts reclassified from Accumulated othercomprehensive loss— 4,473 ( 3,781 )692 Total other comprehensive income (loss)3,220 ( 24,580 )604 ( 20,756 )Balance at April 30, 2023$( 326,346 )$( 206,806 )$4,250 $( 528,902 )For the years ended April 30, 2023, 2022, and 2021, pretax actuarial losses included in Unamortized Retirement Costs ofapproximately $ 6.0 million, $ 7.2 million, and $ 7.8 million, respectively, were amortized from Accumulated othercomprehensive loss and recognized as pension and post-retirement benefit (expense) primarily in Operating and administrativeexpenses and Other income, net on our Consolidated Statements of Income.Our policy for releasing the income tax effects from accumulated other comprehensive (loss) income is to release when thecorresponding pretax accumulated other comprehensive (loss) income items are reclassified to earnings.Note 7 – Restructuring and Related Charges (Credits)Fiscal Year 2023 Restructuring ProgramIn May 2022, the Company initiated a global program to restructure and align our cost base with current and anticipated futuremarket conditions (Fiscal Year 2023 Restructuring Program). This program includes severance related charges for theelimination of certain positions, the exit of certain leased office space, and the reduction of our occupancy at other facilities. Weare reducing our real estate square footage occupancy by approximately 22 %.86IndexThe following tables summarize the pretax restructuring charges related to this program:For the Year EndedApril 30,2023Charges by Segment:Research$2,413 Academic10,335 Talent3,255 Corporate Expenses32,879 Total Restructuring and Related Charges$48,882 Charges by Activity:Severance and termination benefits$25,827 Impairment of operating lease ROU assets and property and equipment12,696 Acceleration of expense related to operating lease ROU assets and property and equipment2,140 Facility related charges, net4,150 Consulting costs2,285 Other activities1,784 Total Restructuring and Related Charges$48,882 The impairment charges of $ 12.7 million for the year ended April 30, 2023 included the impairment of operating lease ROUassets of $ 7.6 million related to certain leases that will be subleased, and the related property and equipment of $ 5.1 milliondescribed further below. These charges were recorded in corporate expenses.The acceleration of expense of $ 2.1 million for the year ended April 30, 2023 included the acceleration of rent expenseassociated with operating lease ROU assets of $ 0.9 million related to certain leases that will be abandoned or terminated, andthe related depreciation and amortization of property and equipment of $ 1.2 million.Due to the actions taken above, we tested the operating lease ROU assets and the related property and equipment for thosebeing subleased for recoverability by comparing the carrying value of the asset group to an estimate of the future undiscountedcash flows expected to result from the use and eventual disposition of the asset group. Based on the results of the recoverabilitytest, we determined that the undiscounted cash flows of the asset groups were below the carrying values. Therefore, there wasan indication of impairment. We then determined the fair value of the asset groups by utilizing the present value of theestimated future cash flows attributable to the assets. The fair value of these operating lease ROU assets and the property andequipment immediately subsequent to the impairment was $ 12.1 million and was categorized as Level 3 within the FASB ASCTopic 820 , “Fair Value Measurements” fair value hierarchy.In addition, we also incurred ongoing facility-related costs associated with certain properties that resulted in additionalrestructuring charges of $ 4.2 million in the year ended April 30, 2023. We also incurred consulting costs of $ 2.3 million andother activities of $ 1.8 million in the year ended April 30, 2023.In the three months ended January 31, 2023, due to the political instability and military actions between Russia and Ukraine, wemade the decision to close our operations in Russia which primarily consists of technology development resources. We weresubstantially complete with our closure as of April 30, 2023, except for the formal liquidation of the Russian legal entity, whichwe expect to complete in fiscal year 2024. Since we were substantially liquidated as of April 30, 2023, we wrote off the $ 1.1 million cumulative translation adjustment gain in earnings. This is reflected in Foreign exchange transaction gains (losses) inthe Consolidated Statements of Income. Included in the table above are restructuring charges for the year ended April 30, 2023of $ 8.3 million, related to these actions, and include the following:• Severance charges of $ 6.8 million for the elimination of certain positions;• Relocation and other charges of $ 1.1 million primarily for positions that will remain with the Company but will be inanother geographic location; and• Acceleration of depreciation and amortization of property and equipment of $ 0.3 million.87IndexThe following table summarizes the activity for the Fiscal Year 2023 Restructuring Program liability for the year endedApril 30, 2023:April 30, 2022ChargesPaymentsForeignTranslation& OtherAdjustmentsApril 30, 2023Severance and termination benefits$— $25,827 $( 21,247 )$( 8 )$4,572 Consulting costs— 2,285 ( 2,285 )— — Other activities— 1,784 ( 1,986 )211 9 Total$— $29,896 $( 25,518 )$203 $4,581 Approximately $ 3.8 million of the restructuring liability for accrued severance and termination benefits is reflected in Accruedemployment costs and approximately $ 0.8 million is reflected in Other long-term liabilities on our Consolidated Statements ofFinancial Position. The liability for Other activities is reflected in Other accrued liabilities on our Consolidated Statements ofFinancial Position .Business Optimization ProgramBeginning in fiscal year 2020, we initiated a multiyear Business Optimization Program (the Business Optimization Program) todrive efficiency improvement and operating savings.The following tables summarize the pretax restructuring charges (credits) related to this program:For the Years Ended April 30,Total ChargesIncurred toDate202320222021 Charges (Credits) by Segment:Research$( 231 )$238 $99 $3,652 Academic31 ( 470 )3,457 12,447 Talent( 246 )23 303 4,900 Corporate Expenses953 ( 1,218 )29,590 44,343 Total Restructuring and Related Charges (Credits)$507 $( 1,427 )$33,449 $65,342 Charges (Credits) by Activity:Severance and termination benefits$( 1,012 )$( 3,276 )$11,531 $34,107 Impairment of operating lease ROU assets andproperty and equipment— — 14,918 15,079 Acceleration of expense related to operating leaseROU assets and property and equipment— — 3,378 3,378 Facility related charges, net1,519 1,849 3,684 11,038 Other activities— — ( 62 )1,740 Total Restructuring and Related Charges (Credits)$507 $( 1,427 )$33,449 $65,342 The credits in severance and termination benefits activities for the years ended April 30, 2023 and 2022 primarily reflectchanges in the number of headcount reductions and estimates for previously accrued costs.88IndexIn November 2020, in response to the COVID-19 pandemic and the Company’s successful transition to a virtual workenvironment, we increased use of virtual work arrangements for post-pandemic operations. As a result, we expanded the scopeof the Business Optimization Program to include the exit of certain leased office space beginning in the three months endedJanuary 31, 2021, and the reduction of our occupancy at other facilities. These actions resulted in a pretax restructuring chargeof $ 18.3 million in the three months ended January 31, 2021. This restructuring charge primarily reflects the following noncashcharges:• Impairment charges of $ 14.9 million recorded in our corporate category, which included the impairment of operatinglease ROU assets of $ 10.6 million related to certain leases that will be subleased, and the related property andequipment of $ 4.3 million described further below, and• Acceleration of expense of $ 3.4 million, which included the acceleration of rent expense associated with operatinglease ROU assets of $ 2.9 million related to certain leases that will be abandoned or terminated and the relateddepreciation and amortization of property and equipment of $ 0.5 million.Due to the actions taken above, we tested the operating lease ROU assets and the related property and equipment for thosebeing subleased for recoverability by comparing the carrying value of the asset group to an estimate of the future undiscountedcash flows expected to result from the use and eventual disposition of the asset group. Based on the results of the recoverabilitytest, we determined that the undiscounted cash flows of the asset groups were below the carrying values. Therefore, there wasan indication of impairment. We then determined the fair value of the asset groups by utilizing the present value of theestimated future cash flows attributable to the assets. The fair value of these operating lease ROU assets and the property andequipment immediately subsequent to the impairment was $ 7.5 million and was categorized as Level 3 within the FASB ASCTopic 820, “Fair Value Measurements” fair value hierarchy.In addition, we also incurred ongoing facility related costs associated with certain properties that resulted in additionalrestructuring charges of $ 1.5 million, $ 1.8 million, and $ 3.7 million in the years ended April 30, 2023, 2022, and 2021respectively. Facilities related charges, net include sublease income related to those operating leases we had identified in theyear ended April 30, 2021 as part of our Business Optimization Program that would be subleased.The following table summarizes the activity for the Business Optimization Program liability for the year ended April 30, 2023:April 30,2022(Credits)PaymentsForeignTranslation &OtherAdjustmentsApril 30,2023Severance and termination benefits$2,079 $( 1,012 )$( 1,042 )$( 25 )$— Total$2,079 $( 1,012 )$( 1,042 )$( 25 )$— Severance and termination benefits were paid in full during the year ended April 30, 2023.We currently do not anticipate any further material charges related to the Business Optimization Program, except for ongoingfacility related charges.89IndexNote 8 – InventoriesInventories, net consisted of the following at April 30:20232022Finished goods$29,339 $31,270 Work-in-process1,031 1,729 Paper and other materials248 275 Total inventories before estimated sales returns and LIFO reserve30,618 33,274 Inventory value of estimated sales returns6,923 7,820 LIFO reserve( 6,808 )( 4,509 )Inventories, net$30,733 $36,585 See Note 2, “Summary of Significant Accounting Policies, Recently Issued and Recently Adopted Accounting Standards,”under the caption “Sales Return Reserves,” for a discussion of the Inventory value of estimated sales returns.Finished goods not recorded at LIFO have been recorded at the lower of cost or net realizable value, which resulted in areduction of $ 13.0 million and $ 11.2 million as of April 30, 2023 and 2022, respectively.Note 9 – Product Development AssetsProduct development assets, net were included in Other non-current assets on the Consolidated Statements of Financial Positionand consisted of the following at April 30:20232022Book composition costs$19,067 $20,574 Software costs11,338 17,479 Content development costs1,916 3,405 Product development assets, net$32,321 $41,458 Product development assets include $ 7.4 million and $ 4.4 million of work-in-process as of April 30, 2023 and 2022,respectively. As of April 30, 2023 and 2022 this is primarily for book composition costs.Product development assets are net of accumulated amortization of $ 297.4 million and $ 269.7 million as of April 30, 2023and 2022, respectively.Note 10 – Technology, Property, and EquipmentTechnology, property, and equipment, net consisted of the following at April 30:20232022Capitalized software$649,138 $605,503 Computer hardware57,670 55,386 Buildings and leasehold improvements89,056 94,861 Furniture, fixtures, and warehouse equipment34,990 38,816 Land and land improvements3,316 3,283 Technology, property, and equipment, gross834,170 797,849 Accumulated depreciation and amortization( 587,021 )( 526,277 )Technology, property, and equipment, net$247,149 $271,572 90IndexThe following table details our depreciation and amortization expense for technology, property, and equipment, net:For the Years Ended April 30,202320222021Capitalized software amortization expense$78,441 $73,847 $69,184 Depreciation and amortization expense, excluding capitalized software17,565 21,325 21,955 Total depreciation and amortization expense for technology, property andequipment$96,006 $95,172 $91,139 Technology, property, and equipment includes $ 0.1 million and $ 7.2 million of work-in-process as of April 30, 2023 and 2022,respectively, for capitalized software.The net book value of capitalized software costs was $ 189.3 million and $ 201.5 million as of April 30, 2023 and 2022,respectively.Note 11 – Goodwill and Intangible AssetsGoodwillThe following table summarizes the activity in goodwill by segment as of April 30:2022 Acquisition ImpairmentDivestitures ForeignTranslationAdjustment2023Research$610,416 $— $— $— $( 687 )$609,729 Academic442,015 3,878 ( 99,800 )( 5,306 )( 89 )340,698 Talent249,711 — — — 3,912 253,623 Total$1,302,142 $3,878 $( 99,800 )$( 5,306 )$3,136 $1,204,050 (1)The Academic goodwill balance as of April 30, 2022 includes a cumulative pretax noncash goodwill impairment of $110.0 million.(2)Refer to Note 4, “Acquisitions and Divestitures,” for more information related to the acquisition that occurred in the yearended April 30, 2023.(3)Represents the goodwill allocated to the disposition of Wiley's Efficient Learning test prep and advancement coursesbusinesses. Refer to Note 4, "Acquisitions and Divestitures," for more information.Change in Segment Reporting Structure and New Reporting UnitsIn the three months ended January 31, 2023, we reorganized our Education lines of business into two new customer-centricsegments. Our new segment reporting structure consists of three reportable segments which includes Research (no changes),Academic, and Talent, as well as a Corporate expense category (no change), which includes certain costs that are not allocatedto the reportable segments. See Note 20, “Segment Information,” for more details. The Academic reportable segment includestwo reporting units, Academic Publishing and University Services, and the Talent reportable segment includes two reportingunits, Talent Development and Professional Learning.Due to this realignment, we reallocated goodwill as of April 30, 2022 to our reporting units.As a result of this realignment, we were required to test goodwill for impairment immediately before and after the realignment.Since there were no changes to the Research reportable segment, no interim impairment test of the Research segment goodwillwas required.(1)(2)(3)91IndexWe estimated the fair value of the reporting units using a weighting of fair values derived from an income and a marketapproach. Fair value computed by these methods is arrived at using a number of key assumptions including forecasted revenuesand related growth rates, forecasted operating cash flows, the discount rate, and the selection of relevant market multiples ofcomparable publicly-traded companies with similar characteristics to the reporting unit. Under the income approach, wedetermined the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projectionsare based on our best estimates of forecasted economic and market conditions over the period including growth rates, expectedchanges in operating cash flows. The discount rate used is based on a weighted average cost of capital adjusted for the relevantrisk associated with the characteristics of the business and the projected cash flows. The market approach estimates fair valuebased on market multiples of current and forward 12-month revenue or EBITDA, as applicable, derived from comparablepublicly traded companies with similar operating and investment characteristics as the reporting unit.Goodwill Impairment Before RealignmentPrior to the realignment, we concluded that the fair value of the Academic & Professional Learning reporting unit was above itscarrying value. Therefore, there was no indication of impairment. The carrying value of the Education Services reporting unitwas above its fair value, which resulted in a pretax non-cash goodwill impairment of $ 31.0 million. This charge is reflected inImpairment of goodwill in the Consolidated Statements of Income.Education Services was adversely impacted by market conditions and headwinds for online degree programs. This has led to adecline in projected student enrollments from existing partners, pricing pressures and revenue share concessions, and a declinein new partner additions over both the short-term and long-term, which adversely impacted forecasted revenue growth andoperating cash flows. This was partially offset by projected growth in talent placements, partially due to expansion into newregions and the addition of new corporate clients, which are forecasted to have a positive impact on revenue growth andoperating cash flows.Prior to performing the goodwill impairment test for Education Services, we also evaluated the recoverability of long-livedassets of the reporting unit. The carrying value of the long-lived assets that were tested for impairment was approximately $467.0 million. When indicators of impairment are present, we test definite lived and long-lived assets for recoverability bycomparing the carrying value of an asset group to an estimate of the future undiscounted cash flows expected to result from theuse and eventual disposition of the asset group. We considered the lower-than-expected revenue and forecasted operating cashflows over a sustained period of time, and downward revisions to our cash flow forecasts for this reporting unit to be indicatorsof impairment for their long-lived assets. Based on the results of the recoverability test, we determined that the undiscountedcash flows of the asset group of the Education Services reporting unit exceeded the carrying value. Therefore, there was noimpairment.Goodwill Impairment After RealignmentAfter the realignment, we concluded that the fair value of the Academic Publishing, Talent Development and ProfessionalLearning reporting units were above their carrying values. Therefore, there was no indication of impairment. The carrying valueof the University Services reporting unit was above its fair value, which resulted in a pretax non-cash goodwill impairment of $68.8 million. This charge is reflected in Impairment of goodwill in the Consolidated Statements of Income.University Services was adversely impacted by market conditions and headwinds for online degree programs which led to adecline in projected enrollments from existing partners, pricing pressures and revenue share concessions, and a decline in newpartner additions over both the short-term and long-term which adversely impacted forecasted revenue growth and operatingcash flows.Prior to performing the goodwill impairment test for University Services, we also evaluated the recoverability of long-livedassets of the reporting unit. The carrying value of the long-lived assets that were tested for impairment was approximately $326.0 million. When indicators of impairment are present, we test definite lived and long-lived assets for recoverability bycomparing the carrying value of an asset group to an estimate of the future undiscounted cash flows expected to result from theuse and eventual disposition of the asset group. We considered the lower-than-expected revenue and forecasted operating cashflows over a sustained period of time, and downward revisions to our cash flow forecasts for this reporting unit to be indicatorsof impairment for their long-lived assets. Based on the results of the recoverability test, we determined that the undiscountedcash flows of the asset group of the University Services reporting unit exceeded the carrying value. Therefore, there was noimpairment.92IndexAnnual Goodwill Impairment Test as of February 1, 2023As of February 1, 2023, we completed a quantitative assessment for our annual goodwill impairment test for our UniversityServices reporting unit. We concluded that the fair value of the reporting unit was above the carrying value and, therefore, therewas no indication of impairment. For our other reporting units, we performed a qualitative assessment by reporting unit as ofFebruary 1, 2023. This assessment included consideration of key factors including macroeconomic conditions, industry andmarket considerations, cost factors, financial performance, weighted average cost of capital (WACC), market multiples ofcurrent and forward 12-month revenue or EBITDA, as applicable, and other relevant entity and reporting unit-specific events.Based on our qualitative assessment, we determined it was not more likely than not that the fair value of any reporting unit wasless than its carrying amount. As such, it was not necessary to perform a quantitative test. There have been no significant eventsor circumstances affecting the valuation of goodwill subsequent to the qualitative assessment performed as of February 1, 2023.We estimated the fair value of the University Services reporting unit using a weighting of fair values derived from an incomeand a market approach. Under the income approach, we determined the fair value of the reporting unit based on the presentvalue of estimated future cash flows. Cash flow projections are based on our best estimates of forecasted economic and marketconditions over the period including growth rates, expected changes in operating cash flows. The discount rate used is based ona weighted average cost of capital adjusted for the relevant risk associated with the characteristics of the business and theprojected cash flows. The market approach estimates fair value based on market multiples of current and forward 12-monthrevenue or EBITDA, as applicable, derived from comparable publicly traded companies with similar operating and investmentcharacteristics as the reporting unit.If the fair value of these reporting units decreases in future periods, we could potentially have an impairment. As noted above,the University Services reporting unit there was an impairment. If the University Services reporting unit fair value decreasesfurther in future periods, we could potentially have an additional impairment. The future occurrence of a potential indicator ofimpairment, such as a decrease in expected net earnings, changes in assumptions, adverse equity market conditions, a decline incurrent market multiples, a decline in our common stock price, a significant adverse change in legal factors or businessclimates, an adverse action or assessment by a regulator, unanticipated competition, strategic decisions made in response toeconomic or competitive conditions, or a more-likely-than-not expectation that a reporting unit or a significant portion of areporting unit will be sold or disposed of, could require an interim assessment for some or all of the reporting units before thenext required annual assessment.Annual Goodwill Impairment Test as of February 1, 2022As of February 1, 2022, we completed a quantitative assessment for our annual goodwill impairment test for our reporting units.We concluded that the fair values of our reporting units were above their carrying values and, therefore, there was no indicationof impairment.93IndexIntangible AssetsIntangible assets, net as of April 30 were as follows:20232022CostAccumulatedAmortizationNetCostAccumulatedAmortizationNetIntangible assets with definitelives, net :Content and publishing rights$1,100,463 $( 638,000 )$462,463 $1,099,778 $( 599,841 )$499,937 Customer relationships407,289 ( 189,943 )217,346 409,097 ( 167,039 )242,058 Developed technology 76,154 ( 30,654 )45,500 72,398 ( 17,677 )54,721 Brands and trademarks 44,230 ( 36,949 )7,281 47,533 ( 31,512 )16,021 Covenants not to compete1,663 ( 1,363 )300 1,655 ( 1,262 )393 Total intangible assets withdefinite lives, net1,629,799 ( 896,909 )732,890 1,630,461 ( 817,331 )813,130 Intangible assets withindefinite lives: Brands and trademarks 37,000 — 37,000 37,000 — 37,000 Publishing rights84,904 — 84,904 81,299 — 81,299 Total intangible assets withindefinite lives121,904 — 121,904 118,299 — 118,299 Total intangible assets, net$1,751,703 $( 896,909 )$854,794 $1,748,760 $( 817,331 )$931,429 (1)Refer to Note 4, “Acquisitions and Divestitures,” for more information related to the acquisitions that occurred in theyears ended April 30, 2023 and 2022.(2)The developed technology balance as of April 30, 2023 and 2022 is presented net of accumulated impairments andwrite-offs of $ 2.8 million. The indefinite-lived brands and trademarks balance as of April 30, 2023 and 2022 is net ofaccumulated impairments of $ 93.1 million.(3)On January 1, 2020, Wiley acquired mthree, a talent placement provider that addresses the IT skills gap by finding,training, and placing job-ready technology talent in roles with leading corporations worldwide. Its results ofoperations are included in our Talent segment. In late May 2022, Wiley renamed the mthree talent developmentsolution to Wiley Edge and discontinued use of the mthree trademark during the three months ended July 31, 2022.As a result of these actions, we determined that a revision of the useful life was warranted and the intangible assetwas fully amortized over its remaining useful life resulting in accelerated amortization expense of $ 4.6 million in thethree months ended July 31, 2022.Based on the current amount of intangible assets subject to amortization and assuming current foreign exchange rates, theestimated amortization expense for the following years are as follows:Fiscal YearAmount2024$77,287 202570,583 202668,077 202763,429 202857,347 Thereafter396,167 Total$732,890 (1) (2)(3)(2)94IndexAnnual Indefinite-lived Intangible Impairment Test as of February 1, 2023 and 2022We also review our indefinite-lived intangible assets for impairment annually, which consists of brands and trademarks andcertain acquired publishing rights.For fiscal year 2023, we performed a qualitative assessment for our annual indefinite-lived intangible assets impairment test.This assessment included consideration of key factors including macroeconomic conditions, industry and market considerations,cost factors, financial performance, and other relevant entity and reporting unit-specific events. Based on our qualitativeassessment, we determined it was not more likely than not that the fair value of any indefinite-lived intangible asset was lessthan its carrying amount. As such, it was not necessary to perform a quantitative test.For fiscal year 2022, we estimated the fair value of these indefinite-lived intangible assets using a relief from royalty methodunder an income approach. The key assumptions for this method were revenue projections, a royalty rate as determined bymanagement in consultation with valuation experts, and a discount rate. We concluded that the fair values of theseindefinite-lived intangible assets were above their carrying values and therefore, there was no indication of impairment.Note 12 – Operating LeasesWe have contractual obligations as a lessee with respect to offices, warehouses and distribution centers, automobiles, and officeequipment.We determine if an arrangement is a lease at inception of the contract in accordance with guidance detailed in the lease standardand we perform the lease classification test as of the lease commencement date. ROU assets represent our right to use anunderlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease paymentsover the lease term.The present value of the lease payments is calculated using an incremental borrowing rate, which was determined based on therate of interest that we would have to pay to borrow an amount equal to the lease payments on a collateralized basis over asimilar term. We use an unsecured borrowing rate and risk-adjust that rate to approximate a collateralized rate.We recognize operating lease expense on a straight-line basis over the term of the lease. Lease payments may be fixed orvariable. Only lease payments that are fixed, in-substance fixed or depend on a rate or index are included in determining thelease liability. Variable lease payments include payments made to the lessor for taxes, insurance and maintenance of the leasedasset and are recognized as operating costs as incurred.We apply certain practical expedients allowed by FASB Topic 842, "Leases". Leases that are more than one year in duration arecapitalized and recorded on our Consolidated Statements of Financial Position. Leases with an initial term of 12 months or lessare recognized as short term lease operating costs on a straight-line basis over the term. We have also elected to account for thelease and non-lease components as a single component. Some of our leases offer an option to extend the term of such leases.We utilize the reasonably certain threshold criteria in determining which options we will exercise.For operating leases, the ROU assets and liabilities as of April 30 are presented in our Consolidated Statements of FinancialPosition as follows:20232022Operating lease ROU assets$91,197 $111,719 Short-term portion of operating lease liabilities19,673 20,576 Operating lease liabilities, non-current$115,540 $132,541 During the year ended April 30, 2023, we added $ 2.4 million to the ROU assets and $ 2.7 million to the operating leaseliabilities due to new leases, as well as modifications and remeasurements to our existing operating leases.95IndexAs a result of the Fiscal Year 2023 Restructuring Program, which included the exit of certain leased office space beginning inthe three months ended July 31, 2022, we recorded restructuring charges. These charges included severance, impairment chargesand acceleration of expense associated with certain operating lease ROU assets. See Note 7, “Restructuring and Related Charges(Credits)” for more information on this program and the charges incurred.Our total net lease costs were as follows:For the Years Ended April 30,202320222021Operating lease cost$18,620 $24,180 $24,862 Variable lease cost1,326 1,496 2,135 Short-term lease cost744 187 248 Sublease income( 770 )( 945 )( 722 )Total net lease cost $19,920 $24,918 $26,523 (1)Total net lease cost does not include those costs and sublease income included in Restructuring and related charges(credits) on our Consolidated Statements of Income. This includes those operating leases we had identified as part of ourrestructuring programs that would be subleased. See Note 7, “Restructuring and Related Charges (Credits)” for moreinformation on these programs.Other supplemental information includes the following:For the Years Ended April 30,202320222021Weighted-average remaining contractual lease term (years)899Weighted-average discount rate5.95 %5.84 %5.89 %Cash paid for amounts included in the measurement of lease liabilities:Operating cash flows from operating leases$26,919 $29,737 $32,344 (1)96IndexThe table below reconciles the undiscounted cash flows for the first five years and total of the remaining years to the operatinglease liabilities recorded in the Consolidated Statement of Financial Position as of April 30, 2023:Fiscal YearOperatingLeaseLiabilities2024$26,508 202525,263 202623,225 202718,470 202813,848 Thereafter64,186 Total future undiscounted minimum lease payments171,500 Less: Imputed interest36,287 Present value of minimum lease payments135,213 Less: Current portion19,673 Noncurrent portion$115,540 Note 13 – Income TaxesThe provisions for income taxes were as follows:For the Years Ended April 30,202320222021Current ProvisionUS – Federal$2,857 $( 324 )$( 6,631 )International48,694 57,905 43,269 State and local1,797 221 1,359 Total current provision$53,348 $57,802 $37,997 Deferred provision (benefit)US – Federal$( 24,368 )$( 9,793 )$( 11,996 )International( 8,705 )15,882 1,175 State and local( 4,408 )( 2,539 )480 Total deferred provision (benefit)$( 37,481 )$3,550 $( 10,341 )Total provision$15,867 $61,352 $27,656 International and United States pretax income were as follows:For the Years Ended April 30,202320222021International$204,055 $256,456 $202,490 United States( 170,955 )( 46,795 )( 26,578 )Total$33,100 $209,661 $175,912 97IndexOur effective income tax rate as a percentage of pretax income differed from the US federal statutory rate as shown below:For the Years Ended April 30,202320222021US federal statutory rate21.0 %21.0 %21.0 %Cost (benefit) of higher (lower) taxes on non-US income( 9.2 )%9.7 %1.1 %Foreign tax credits related to CARES Act carryback and audit— %( 11.9 )%12.3 %Change in valuation allowance( 7.4 )%11.9 %( 12.3 )%State income taxes, net of US federal tax benefit( 7.2 )%( 1.0 )%0.8 %US NOL carryback under CARES Act— %— %( 8.0 )%Tax credits and related net benefits( 10.4 )%( 0.5 )%( 0.5 )%Impairment of goodwill66.7 %— %— %Other( 5.6 )%0.1 %1.3 %Effective income tax rate47.9 %29.3 %15.7 %The effective tax rate was 47.9 % for the year ended April 30, 2023, compared to 29.3 % for the year ended April 30, 2022.Our US GAAP effective tax rate for the year ended April 30, 2023, was higher primarily due to the rate differential with respectto certain restructuring items, which includes the impairment of non-deductible goodwill resulting from the segment realignmentdescribed in Note 11, "Goodwill and Intangible Assets," offset by the release of valuation allowances associated with foreigntax credits, and a more favorable mix of non-US income by jurisdiction. Our US GAAP effective tax rate for the year endedApril 30, 2022, included an increase in the UK statutory rate from 19 % to 25 % enacted during the period, which resulted in a$ 21.4 million noncash, nonrecurring deferred tax expense from the remeasurement of applicable UK net deferred tax liabilities.Accounting for Uncertainty in Income Taxes:As of April 30, 2023, and April 30, 2022, the total amount of unrecognized tax benefits were $ 9.4 million and $ 8.6 million,respectively, of which $ 0.3 million and $ 0.6 million represented accruals for interest and penalties recorded as additional taxexpense in accordance with our accounting policy. We recorded net interest expense on reserves for unrecognized andrecognized tax benefits of $ 0.2 million in each of the years ended April 30, 2023 and 2022. As of April 30, 2023, andApril 30, 2022, the total amounts of unrecognized tax benefits that would reduce our income tax provision, if recognized, wereapproximately $ 9.4 million and $ 8.6 million, respectively. We do not expect any significant changes to the unrecognized taxbenefits within the next twelve months.A reconciliation of the unrecognized tax benefits included within the Other long-term liabilities line item on the ConsolidatedStatements of Financial Position is as follows:20232022Balance at May 1$8,592 $9,144 Additions for current year tax positions1,236 947 Additions for prior year tax positions533 16 Reductions for prior year tax positions— — Foreign translation adjustment( 24 )( 55 )Payments and settlements— — Reductions for lapse of statute of limitations( 916 )( 1,460 )Balance at April 30$9,421 $8,592 Tax Audits:We file income tax returns in the US and various states and non-US tax jurisdictions. Our major taxing jurisdictions are theUnited States, the United Kingdom, and Germany. We are no longer subject to income tax examinations for years prior to fiscalyear 2014 in the major jurisdictions in which we are subject to tax.98IndexDeferred Taxes:Deferred taxes result from temporary differences in the recognition of revenue and expense for tax and financial reportingpurposes.W e believe that it is more likely than not that the results of future operations will generate sufficient taxable income to realizethe net deferred tax assets. The significant components of deferred tax assets and liabilities as of April 30 were as follows:20232022 Net operating losses$27,434 $20,847 Reserve for sales returns and doubtful accounts2,523 3,771 Accrued employee compensation24,928 26,722 Foreign and federal credits31,930 34,537 Other accrued expenses2,513 2,700 Retirement and post-employment benefits16,880 15,769 Operating lease liabilities26,631 28,111 Total gross deferred tax assets$132,839 $132,457 Less valuation allowance( 27,448 )( 30,000 )Total deferred tax assets$105,391 $102,457 Prepaid expenses and other current assets$( 2,927 )$( 2,684 )Unremitted foreign earnings( 2,835 )( 2,685 )Intangible and fixed assets( 216,251 )( 249,104 )Right-of-use assets( 16,049 )( 19,286 )Total deferred tax liabilities$( 238,062 )$( 273,759 )Net deferred tax liabilities$( 132,671 )$( 171,302 )Reported AsDeferred tax assets$11,371 $8,763 Deferred tax liabilities( 144,042 )( 180,065 )Net Deferred Tax Liabilities$( 132,671 )$( 171,302 )(1)Prior year amounts were updated to reflect an immaterial correction of previous netting of certain deferred taxes.The decrease in net deferred taxes was due to the decrease in net deferred tax liabilities, which was primarily attributable to adecrease in intangible and fixed assets. In addition, we had an increase in net deferred tax assets related to net operating lossesand retirement and post-employment benefits. We have concluded that, after valuation allowances, it is more likely than not thatwe will realize substantially all of the net deferred tax assets at April 30, 2023. In assessing the need for a valuation allowance,we take into account related deferred tax liabilities and estimated future reversals of existing temporary differences, futuretaxable earnings and tax planning strategies to determine which deferred tax assets are more likely than not to be realized in thefuture. Changes to tax laws, statutory tax rates and future taxable earnings can have an impact on our valuation allowances.We have provided a $ 27.4 million valuation allowance as of April 30, 2023, based primarily on the uncertainty of utilizing thetax benefits related to our deferred tax assets for foreign tax credits. This valuation allowance is decreased by approximately $2.6 million from the valuation allowance as of April 30, 2022.As of April 30, 2023, we have apportioned state net operating loss carryforwards totaling approximately $ 111 million, with atax effected value of $ 6.3 million net of federal benefits. Our state and federal NOLs and credits, to the extent they expire,expire in various amounts over 1 to 20 years.(1)99IndexWe intend to repatriate earnings from our non-US subsidiaries, and to the extent we repatriate these funds to the US, we will berequired to pay income taxes in various US state and local jurisdictions and applicable non-US withholding or similar taxes inthe periods in which such repatriation occurs. As of April 30, 2023, we have recorded a $ 2.8 million liability related to theestimated taxes that would be incurred upon repatriating certain non-US earnings to the US.Note 14 – Debt and Available Credit FacilitiesOur total debt outstanding as of April 30 consisted of the amounts set forth in the following table:20232022Short-term portion of long-term debt $5,000 $18,750 Term loan A - Amended and Restated CA 191,757 204,343 Revolving credit facility - Amended and Restated CA551,535 563,934 Total long-term debt, less current portion743,292 768,277 Total debt$748,292 $787,027 (1)Relates to our term loan A under the Amended and Restated CA.(2)Amounts are shown net of unamortized issuance costs of $ 0.7 million as of April 30, 2023 and $ 0.3 million as ofApril 30, 2022.The following table summarizes the scheduled annual maturities for the next five years of our long-term debt, including theshort-term portion of long-term debt. This schedule represents the principal portion amount of debt outstanding and thereforeexcludes unamortized issuance costs.Fiscal YearAmount2024$5,000 202512,500 202622,500 202735,000 2028674,035 Total$749,035 Amended and Restated CAOn November 30, 2022, we entered into the second amendment to the Third Amended and Restated Credit Agreement(collectively, the Amended and Restated CA). The Amended and Restated CA as of November 30, 2022 provided for seniorunsecured credit facilities comprised of a (i) five-year revolving credit facility in an aggregate principal amount up to $ 1.115 billion, (ii) a five-year term loan A facility consisting of $ 200 million, and (iii) $ 185 million aggregate principal amountrevolving credit facility through May 2024.Under the terms of the Amended and Restated CA, which can be drawn in multiple currencies, we have the option of borrowingat the following floating interest rates depending on the currency borrowed: (i) at a rate based on the US Secured OvernightFinancing Rate (SOFR), the Sterling Overnight Index Average Rate (SONIA) or a EURIBOR-based rate, each rate plus anapplicable margin ranging from 0.98 % to 1.50 %, depending on our consolidated net leverage ratio, as defined, or (ii) at thelender’s base rate plus an applicable margin ranging from zero to 0.50 %, depending on our consolidated net leverage ratio.With respect to SOFR loans, there is a SOFR adjustment of between 0.10 % and 0.25 % depending on the duration of the loan.The lender’s base rate is defined as the highest of (i) the US federal funds effective rate plus a 0.50 % margin, (ii) the DailySOFR rate, as defined, plus a 1.00 % margin, or (iii) the Bank of America prime lending rate. In addition, we pay a facility fee(1)(2)for the Amended and Restated CA ranging from 0.15 % to 0.25 % depending on our consolidated net leverage ratio. We alsohave the option to request an increase in the revolving credit facility by an amount not to exceed $ 500 million, in minimumincrements of $ 50 million, subject to the approval of the lenders.100IndexThe Amended and Restated CA contains certain customary affirmative and negative covenants, including a financial covenantin the form of a consolidated net leverage ratio and consolidated interest coverage ratio, which we were in compliance with asof April 30, 2023.In the three months ended January 31, 2023, we incurred $ 4.5 million of costs related to the second amendment of theAmended and Restated CA which resulted in total costs capitalized of $ 5.8 million for the Amended and Restated CA. Theamount related to the term loan A facility was $ 0.8 million, consisting of lender fees of $ 0.8 million recorded as a reductionto Long-term debt and non-lender fees of less than $ 0.1 million included in Other non-current assets on our ConsolidatedStatement of Financial Position. The amount related to the revolving credit facility of which a portion matures in May 2024 andin November 2027 was $ 0.2 million and $ 4.8 million, respectively, all of which is included in Other non-current assets onour Consolidated Statement of Financial Position.In the three months ended January 31, 2023, we incurred a loss of $( 0.2 ) million on the write-off of unamortized deferredcosts in connection with the second amendment of the Amended and Restated CA which is reflected in Other income, net onour Consolidated Statement of Income for the year ended April 30, 2023.The amortization expense of the costs incurred related to the Amended and Restated CA related to the lender and non-lenderfees is recognized over a five-year term for credit commitments that mature in November 2027 and an 18 -month term forcredit commitments that mature in May 2024. Total amortization expense was $ 1.1 million for each of the years endedApril 30, 2023 , 2022 , and 2021 and is included in Interest expense on our Consolidated Statements of Income.Lines of CreditWe have other lines of credit aggregating $ 1.0 million at various interest rates. There were no outstanding borrowings underthese credit lines at April 30, 2023, and 2022.Our total available lines of credit as of April 30, 2023 were approximately $ 1.5 billion, of which approximately $ 0.7 billionwas unused. The weighted average interest rates on total debt outstanding during the years ended April 30, 2023 and 2022 were4.05 % and 2.02 %, respectively. As of April 30, 2023 and 2022, the weighted average interest rates for total debt were 4.76 %and 2.55 %, respectively.Based on estimates of interest rates currently available to us for loans with similar terms and maturities, the fair value of ourdebt approximates its carrying value.Note 15 – Derivative Instruments and ActivitiesFrom time to time, we enter into forward exchange and interest rate swap contracts as a hedge against foreign currency assetand liability commitments, changes in interest rates, and anticipated transaction exposures, including intercompany sales andpurchases. All derivatives are recognized as assets or liabilities and measured at fair value. Derivatives that are not determinedto be effective hedges are adjusted to fair value with a corresponding adjustment to earnings. We do not use financialinstruments for trading or speculative purposes.Interest Rate ContractsAs of April 30, 2023, we had total debt outstanding of $ 748.3 million, net of unamortized issuance costs of $ 0.7 million, ofwhich $ 749.0 million are variable rate loans outstanding under the Amended and Restated CA, which approximated fair value.As of April 30, 2023 and 2022, the interest rate swap agreements we maintained were designated as fully effective cash flowhedges as defined under FASB ASC Topic 815, “Derivatives and Hedging” (ASC Topic 815). As a result, there was no impacton our Consolidated Statements of Income from changes in the fair value of the interest rate swaps, as they were fully offset bychanges in the interest expense on the underlying variable rate debt instruments. Under ASC Topic 815, derivative instrumentsthat are designated as cash flow hedges have changes in their fair value recorded initially within Accumulated othercomprehensive loss on the Consolidated Statements of Financial Position. As interest expense is recognized based on thevariable rate loan agreements, the corresponding deferred gain or loss on the interest rate swaps is reclassified fromAccumulated other comprehensive loss to Interest expense on the Consolidated Statements of Income. It is management’sintention that the notional amount of interest rate swaps be less than the variable rate loans outstanding during the life of thederivatives.101IndexT he following table summarizes our interest rate swaps designated as cash flow hedges:Notional AmountAs of April 30,Hedged Item Date enteredintoNature ofSwap20232022FixedInterestRateVariable InterestRateAmended and Restated CAMarch 15, 2023Payfixed/receivevariable$50,000 $— 3.565 %1-month SOFR resetevery month for a 3-year period endingApril 15, 2026Amended and Restated CAMarch 14, 2023Payfixed/receivevariable50,000 — 4.053 %1-month SOFR resetevery month for a 3-year period endingMarch 15, 2026Amended and Restated CAMarch 13, 2023Payfixed/receivevariable50,000 — 3.720 %1-month SOFR resetevery month for a 3-year period endingMarch 15, 2026Amended and Restated CADecember 13,2022Payfixed/receivevariable50,000 — 3.772 %1-month SOFR resetevery month for a 3-year period endingDecember 15, 2025Amended and Restated CAJune 16, 2022Payfixed/receivevariable100,000 — 3.467 %1-month SOFR resetevery month for a 2-year period endingMay 15, 2024 Amended and Restated CAApril 06, 2022Payfixed/receivevariable100,000 100,000 2.588 %1-month SOFR resetevery month for a 2-year period endingApril 15, 2024 Amended and Restated CAApril 12, 2021Payfixed/receivevariable100,000 100,000 0.465 %1-month SOFR resetevery month for a 3-year period endingApril 15, 2024 Amended and Restated CAFebruary 26,2020Payfixed/receivevariable— 100,000 1.168 %1-month SOFR resetevery month for a 3-year period endingMarch 15, 2023 Amended and Restated CAAugust 07, 2019Payfixed/receivevariable— 100,000 1.400 %1-month LIBOR resetevery month for a 3-year period endingAugust 15, 2022Amended and Restated CAJune 24, 2019Payfixed/receivevariable— 100,000 1.650 %1-month LIBOR resetevery month for a 3-year period endingJuly 15, 2022$500,000 $500,000 (1)On November 30, 2022, we entered into the second amendment to our Amended and Restated CA. Refer to Note 14,“Debt and Available Credit Facilities” for more information related to our Amended and Restated CA.(2)On November 30, 2022, we amended the Amended and Restated CA (as defined in Note 14, “Debt and Available CreditFacilities”) and as a result we amended our outstanding interest rate swaps designated as cash flow hedges to change therates from LIBOR-based rates to SOFR-based rates. We applied ASU 2020-04 at the time of modification, and there wasno impact on our Consolidated Financial Statements.(1)(2)(2)(2)(2)102IndexWe record the fair value of our interest rate swaps on a recurring basis using Level 2 inputs of quoted prices for similar assetsor liabilities in active markets. The fair value of the interest rate swaps as of April 30, 2023 was a deferred loss of $( 0.6 )million and a deferred gain of $ 7.8 million. Based on the maturity dates of the contracts, the entire deferred loss as of April 30,2023 was recorded within Other long-term liabilities, $ 6.4 million of the deferred gain was recorded within Prepaid expensesand other current assets, and $ 1.4 million was recorded within Other non-current assets.The fair value of the interest rate swaps as of April 30, 2022 was a deferred loss of $( 0.2 ) million and a deferred gain of $ 5.8million. Based on the maturity dates of the contracts, the entire deferred loss as of April 30, 2022 was recorded within Otheraccrued liabilities, $ 0.9 million of the deferred gain was recorded within Prepaid expenses and other current assets, and $ 4.9million was recorded within Other non-current assets.The pretax gains (losses) that were reclassified from Accumulated other comprehensive loss into Interest expense for the yearsended April 30, 2023, 2022, and 2021 were $ 5.0 million, $( 4.2 ) million, and $( 3.7 ) million, respectively. Based on theamount in Accumulated other comprehensive loss at April 30, 2023, approximately $ 7.2 million, net of tax, would bereclassified into Net income in the next twelve months.Foreign Currency ContractsWe may enter into forward exchange contracts to manage our exposure on certain foreign currency denominated assets andliabilities. The forward exchange contracts are marked to market through Foreign exchange transaction gains (losses) on ourConsolidated Statements of Income and carried at fair value on our Consolidated Statements of Financial Position. Foreigncurrency denominated assets and liabilities are remeasured at spot rates in effect on the balance sheet date, with the affects ofchanges in spot rates reported in Foreign exchange transaction gains (losses) on our Consolidated Statements of Income.As of April 30, 2023 and 2022, we did not maintain any open forward exchange contracts. In addition, we did not maintain anyopen forward contracts during the years ended April 30, 2023 and 2022.During the year ended April 30, 2021, to manage foreign currency exposures on an intercompany loan, we entered into oneforward exchange contract to sell € 32 million and buy $ 38.8 million. This forward contract expired on April 15, 2021. We didnot designate this forward exchange contract as a hedge under the applicable sections of ASC Topic 815 as the benefits ofdoing so were not material due to the short-term nature of the contract. The fair value changes in the forward exchange contractsubstantially mitigated the changes in the value of the applicable foreign currency denominated liability. The fair value of theopen forward exchange contract was measured on a recurring basis using Level 2 inputs of quoted prices for similar assets orliabilities in active markets. For the year ended April 30, 2021, the loss recognized on this forward contract was $ 0.8 millionand included in Foreign exchange transaction gains (losses) on our Consolidated Statement of Income.Note 16 – Commitment and ContingenciesLegal ProceedingsWe are involved in routine litigation in the ordinary course of our business. A provision for litigation is accrued wheninformation available to us indicates that it is probable a liability has been incurred and the amount of loss can be reasonablyestimated. Significant judgment may be required to determine both the probability and estimates of loss. When the amount ofthe loss can only be estimated within a range, the most likely outcome within that range is accrued. If no amount within therange is a better estimate than any other amount, the minimum amount within the range is accrued. When uncertainties existrelated to the probable outcome of litigation and/or the amount or range of loss, we do not record a liability, but disclose factsrelated to the nature of the contingency and possible losses if management considers the information to be material. Reservesfor legal defense costs are recognized when incurred. The accruals for loss contingencies and legal costs are reviewed regularlyand may be adjusted to reflect updated information on the status of litigation and advice of legal counsel. In the opinion ofmanagement, the ultimate resolution of all pending litigation as of April 30, 2023, will not have a material effect upon ourconsolidated financial condition or results of operations.103IndexNon-Income Tax MattersWe conduct operations in many tax jurisdictions, and non-income-based taxes, such as sales, use, value-added, goods andservices, and other taxes, are assessed on our operations in many jurisdictions. Although we are diligent in collecting andremitting such taxes, there is uncertainty as to the appropriate tax treatment of digital goods and services in many jurisdictions.No assessment has been made, and we have received no indication that an assessment will be made, with respect to such taxes.Therefore, no provisions have been recorded for uncertainties in sales, use, value-added, goods and services, or other indirecttax liabilities in the accompanying consolidated financial statements. Nonetheless, changes in law or interpretation may occur inthe future, which may have a material effect on the consolidated results of operations or cash flows in the period in which anew determination is made.Note 17 – Retirement PlansWe have retirement plans that cover substantially all employees. The plans generally provide for employee retirement betweenthe ages 60 and 65 , and benefits based on length of service and compensation, as defined.Our Board of Directors approved plan amendments that froze the following retirement plans:• Retirement Plan for the Employees of John Wiley & Sons, Canada was frozen effective December 31, 2015;• Retirement Plan for the Employees of John Wiley & Sons, Ltd., a UK plan was frozen effective April 30, 2015 and;• U.S. Employees’ Retirement Plan, Supplemental Benefit Plan, and Supplemental Executive Retirement Plan, werefrozen effective June 30, 2013.We maintain the Supplemental Executive Retirement Plan for certain officers and senior management which provides for thepayment of supplemental retirement benefits after the termination of employment for 10 years, or in a lifetime annuity. Undercertain circumstances, including a change of control as defined, the payment of such amounts could be accelerated on a presentvalue basis. Future accrued benefits to this plan have been discontinued as noted above.The components of net pension expense (income) for the defined benefit plans and the weighted average assumptions were asfollows:For the Years Ended April 30,202320222021USNon-USUSNon-USUSNon-USService cost$— $796 $— $1,196 $— $1,396 Interest cost11,242 13,389 9,451 11,148 9,504 8,901 Expected return on plan assets( 9,924 )( 23,134 )( 12,144 )( 28,118 )( 11,969 )( 26,971 )Amortization of prior service cost( 154 )60 ( 154 )67 ( 154 )58 Amortization of net actuarial loss2,295 3,851 2,617 4,846 3,501 4,516 Curtailment/settlement (credit)— ( 1,828 )— ( 39 )— — Net pension expense (income)$3,459 $( 6,866 )$( 230 )$( 10,900 )$882 $( 12,100 )Discount rate4.6 %3.0 %3.2 %1.9 %3.1 %1.6 %Rate of compensation increaseN/A3.1 %N/A3.0 %N/A3.0 %Expected return on plan assets5.0 %5.5 %5.3 %5.5 %5.8 %5.7 %In the year ended April 30, 2023, b ecause of a reduction in force, there was a curtailment credit of $ 0.3 million related to the retirement allowances for employees of CrossKnowledge, a France Pension Plan, which is reflected in Other income, net on ourConsolidated Statements of Income. In addition, in the year ended April 30, 2023 due to the closure of our operations in Russia,there was a curtailment and a settlement credit due to the wind up of the Russia Pension Plan of $ 1.5 million which isprimarily reflected in Other income, net on our Consolidated Statements of Income.104IndexIn the year ended April 30, 2022, because of a reduction in force, there was a curtailment credit of less than $ 0.1 millionrelated to the Retirement Indemnity Plan for the Employees of Cross Knowledge, a France pension Plan, which is reflected inRestructuring and related charges (credits) in the Consolidated Statements of Income.The service cost component of net pension expense (income) is reflected in Operating and administrative expenses on ourConsolidated Statements of Income. The other components of net pension expense (income) are reported separately from theservice cost component and below Operating income. Such amounts are reflected in Other income, net on our ConsolidatedStatements of Income.The Recognized Net Actuarial Loss for each fiscal year is calculated using the “corridor method,” which reflects theamortization of the net loss at the beginning of the fiscal year in excess of 10% of the greater of the market value of plan assetsor the projected benefit obligation. The amortization period is based on the average expected life of plan participants for planswith all or almost all inactive participants and frozen plans, and on the average remaining working lifetime of active planparticipants for all other plans.We recognize the overfunded or underfunded status of defined benefit postretirement plans, measured as the difference betweenthe fair value of plan assets and the projected benefit obligation, on the Consolidated Statements of Financial Position. Thechange in the funded status of the plan is recognized in Accumulated other comprehensive loss on the Consolidated Statementsof Financial Position. Plan assets and obligations are measured at fair value as of our Consolidated Statements of FinancialPosition date.105IndexThe following table sets forth the changes in, and the status of, our defined benefit plans’ assets and benefit obligations:20232022USNon-USUSNon-USCHANGE IN PLAN ASSETSFair value of plan assets, beginning of year$204,455 $442,259 $237,129 $523,886 Actual return on plan assets( 5,953 )( 133,855 )( 21,257 )( 37,543 )Employer contributions3,701 11,600 3,812 12,595 Employee contributions— — — — Settlements— ( 394 )— — Benefits paid( 15,596 )( 10,458 )( 15,229 )( 10,703 )Foreign currency rate changes— ( 7,097 )— ( 45,976 )Fair value, end of year$186,607 $302,055 $204,455 $442,259 CHANGE IN PROJECTED BENEFIT OBLIGATIONBenefit obligation, beginning of year$( 249,570 )$( 474,802 )$( 302,632 )$( 609,614 )Service cost— ( 796 )— ( 1,196 )Interest cost( 11,242 )( 13,389 )( 9,451 )( 11,148 )Actuarial gains9,328 127,635 47,284 84,746 Benefits paid15,596 10,458 15,229 10,703 Foreign currency rate changes— 5,416 — 51,660 Settlements and other— 2,470 — 47 Benefit obligation, end of year$( 235,888 )$( 343,008 )$( 249,570 )$( 474,802 )Underfunded status, end of year$( 49,281 )$( 40,953 )$( 45,115 )$( 32,543 )AMOUNTS RECOGNIZED ON THE STATEMENT OFFINANCIAL POSITION Noncurrent assets— 830 — 5,855 Current pension liability( 3,557 )( 1,203 )( 3,545 )( 1,346 )Noncurrent pension liability( 45,724 )( 40,580 )( 41,570 )( 37,052 )Net amount recognized in statement of financial position$( 49,281 )$( 40,953 )$( 45,115 )$( 32,543 )AMOUNTS RECOGNIZED IN ACCUMULATED OTHERCOMPREHENSIVE LOSS (BEFORE TAX) CONSISTOFNet actuarial losses$( 84,367 )$( 197,701 )$( 80,114 )$( 171,274 )Prior service cost gains (losses)1,792 ( 1,058 )1,946 ( 1,165 )Total accumulated other comprehensive loss$( 82,575 )$( 198,759 )$( 78,168 )$( 172,439 )Change in accumulated other comprehensive loss$( 4,407 )$( 26,320 )$16,345 $42,818 INFORMATION FOR PENSION PLANS WITH ANACCUMULATED BENEFIT OBLIGATION IN EXCESSOF PLAN ASSETSAccumulated benefit obligation$235,888 $35,068 $249,570 $37,801 Fair value of plan assets$186,607 $496 $204,455 $475 INFORMATION FOR PENSION PLANS WITH APROJECTED BENEFIT OBLIGATION IN EXCESS OFPLAN ASSETSProjected benefit obligation$235,888 $335,109 $249,570 $38,871 Fair value of plan assets$186,607 $293,326 $204,455 $475 WEIGHTED AVERAGE ASSUMPTIONS USED INDETERMINING ASSETS AND LIABILITIESDiscount rate5.1 %4.8 %4.6 %3.0 %Rate of compensation increaseN/A3.0 %N/A3.1 %Accumulated benefit obligations$( 235,888 )$( 329,329 )$( 249,570 )$( 450,037 )106IndexActuarial gains in the US resulting in a decrease to our projected benefit obligation for the year ended April 30, 2023 wereprimarily due to an increase in the discount rate. Actuarial gains for the non-US plans, resulting in a decrease to our projectedbenefit obligation for the year ended April 30, 2023 were primarily due to significant increases in the discount rates.Actuarial gains in the US resulting in a decrease to our projected benefit obligation for the year ended April 30, 2022 wereprimarily due to an increase in the discount rate. Actuarial gains in non-US countries resulting in a decrease to our projectedbenefit obligation for the year ended April 30, 2022 were primarily due to an increase in the discount rate partially offset by anincrease in the UK inflation rate.Pension plan assets/investments:The investment guidelines for the defined benefit pension plans are established based upon an evaluation of market conditions,plan liabilities, cash requirements for benefit payments, and tolerance for risk. Investment guidelines include the use of activelyand passively managed securities. The investment objective is to ensure that funds are available to meet the plans' benefitobligations when they are due. The investment strategy is to invest in high quality and diversified equity and debt securities toachieve our long-term expectation. The plans’ risk management practices provide guidance to the investment managers,including guidelines for asset concentration, credit rating, and liquidity. For those plan assets measured at NAV as def inedbelow, a redemption request can be executed within a 7 -day notice. Asset allocation favors a balanced portfolio, with a globalaggregated target allocation of approximately 47 % equity securities and 53 % fixed income securities and cash. Due tovolatility in the market, the target allocation is not always desirable and asset allocations will fluctuate between acceptableranges of plus or minus 5 %. We regularly review the inve stment allocations and periodically rebalance investments to thetarget allocations. We categorize our pension assets into three levels based upon the assumptions (inputs) used to price theassets. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant managementjudgment. The three levels are defined as follows:• Level 1: Unadjusted quoted prices in active markets for identical assets.• Level 2: Observable inputs other than those included in Level 1. For example, quoted prices for similar assets inactive markets or quoted prices for identical assets in inactive markets.• Level 3: Unobservable inputs reflecting assumptions about the inputs used in pricing the asset.We did not maintain any level 3 assets during the years ended April 30, 2023 and 2022. In accordance with ASU 2015-07,“Fair Value Measurement (Topic 820), Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share(or Its Equivalent),” certain investments that are measured at fair value using the net asset value (NAV) per share (or itsequivalent) practical expedient do not have to be classified in the fair value hierarchy. The fair value amounts presented in thefollowing tables are intended to permit reconciliation of the fair value hierarchy to the amounts presented for the total pensionbenefit plan assets.107IndexThe following tables set forth, by level within the fair value hierarchy, pension plan assets at their fair value as of April 30:20232022Level 1Level 2NAVTotalLevel 1Level 2NAVTotalUS Plan AssetsGlobal Equity Securities:Limited Partnership$6,537 $73,469 $80,006 $7,477 $77,849 $85,326 Fixed Income Securities:Commingled TrustFunds 106,601 106,601 119,129 119,129 Total Assets$6,537 $180,070 $186,607 $7,477 $196,978 $204,455 Non-US Plan AssetsEquity securities:US equities$— $48,806 $48,806 $— $48,443 $48,443 Non-US equities— 39,618 39,618 — 112,162 112,162 Balanced managed funds— 58,036 58,036 — 94,623 94,623 Fixed income securities:Commingled funds— 133,878 133,878 — 185,192 185,192 Other: Real estate/other— 496 496 — 475 475 Cash and cashequivalents1,902 19,319 21,221 1,338 26 1,364 Total Non-US plan assets$1,902 $300,153 $— $302,055 $1,338 $440,921 $— $442,259 Total plan assets$1,902 $306,690 $180,070 $488,662 $8,815 $440,921 $196,978 $646,714 Expected employer contributions to the defined benefit pension plans in the year ende d April 30, 2024 will be approximately $15.5 million, including $ 11.8 million of minimum amounts required for our non-US plans. From time to time, we may elect tomake voluntary contributions to our defined benefit plans to improve their funded status.Benefit payments to retirees from all defined benefit plans are expected to be the following in the fiscal year indicated:Fiscal YearUSNon-USTotal2024$15,889 $11,986 $27,875 202515,529 14,064 29,593 202615,333 13,124 28,457 202715,398 13,882 29,280 202815,482 14,485 29,967 2029–203376,729 86,148 162,877 Total$154,360 $153,689 $308,049 108IndexRetiree Health BenefitsWe provide contributory life insurance and health care benefits, subject to certain dollar limitations, for substantially all of oureligible retired US employees. The retiree health benefit is no longer available for any employee who retires after December 31,2017. The cost of such benefits is expensed over the years the employee renders service and is not funded in advance. Theaccumulated post-retirement benefit obligation recognized on the Consolidated Statements of Financial Position as of April 30,2023 and 2022, was $ 0.7 million and $ 1.3 million, respectively. Annual credits for these plans were less than $( 0.1 ) millionfor the year ended April 30, 2023. Annual credits for these plans were $( 0.1 ) million for each of the years ended April 30,2022 and 2021.Defined Contribution Savings PlansWe have defined contribution savings plans. Our contribution is based on employee contributions and the level of our match.We may make discretionary contributions to all employees as a group. The expense recorded for these plans was approximately$ 30.7 million, $ 30.3 million, and $ 24.3 million in the years ended April 30, 2023, 2022, and 2021, respectively.Note 18 – S tock-Based CompensationThe Company provides stock-based compensation to its employees and non-employee directors, which may include restrictedstock units (RSUs), PSU, and stock options, (collectively, stock-based awards). All equity compensation plans have beenapproved by shareholders. On September 29, 2022, the Company’s shareholders approved the 2022 Omnibus Stock andLong-Term Incentive Plan (the 2022 Plan), which replaced, with respect to new award grants, our 2014 Key Employee StockPlan and 2018 Director Stock Plan (the Prior Plans) that were previously in effect. Following the approval of the 2022 Plan, nofurther awards were available to be issued under the Prior Plans, but awards outstanding under the Prior Plans as of that dateremain outstanding in accordance with their terms. A total numb er of 6.2 million shares of our Class A stock was authorizedunder the 2022 Plan. In addition, any outstanding awards cancelled from the Prior Plans are added to the shares available underthe 2022 Plan. As of April 30, 2023, there were approximately 6.3 million securities remaining available for future issuanceunder the 2022 Plan. We issue treasury shares to fund awards issued under the 2022 Plan.Stock Option ActivityUnder the terms of our stock option plan, the exercise price of stock options granted may not be less than 100 % of the fairmarket value of the stock at the date of grant. Options are exercisable over a maximum period of ten years from the date ofgrant.Options Granted in Fiscal Years 2023 and 2022During the year ended April 30, 2023, we granted 20,000 stock option awards to other leaders at fair market value on the dateof grant. During the year ended April 30, 2022, we granted 300,000 stock option awards. The grants in the year ended April 30,2022 included 260,000 stock options to our executive leadership team, at a grant price of $ 63.07 , which was generally 10%above the fair market value at the time of grant, and 40,000 stock options granted to other leaders at fair market value on dateof grant. For the options granted in the years ended April 30, 2023 and 2022, such options generally vest 10 %, 20 %, 30 %,and 40 % on April 30, or on each anniversary date after the award is granted. The following table provides the estimatedweighted average fair value for options granted during the years ended April 30 using the Black-Scholes option-pricing model,and the significant weighted average assumptions used in their determination.109Index20232022Weighted average fair value of options on grant date$9.24 $11.75 Weighted average assumptions:Expected life of options (years)5.96.3Risk-free interest rate2.0 %1.2 %Expected volatility32.4 %30.7 %Expected dividend yield3.4 %2.4 %Fair value of common stock on grant date$41.30 $56.51 Exercise price of stock option grant$41.30 $61.84 Options Granted Prior to Fiscal Year 2022Prior to the stock options granted in the year ended April 30, 2022, we did not grant any stock option awards since the yearended April 30, 2016. As of April 30, 2019, all outstanding options vested, allowing the participant the right to exercise theirawards, and there was no unrecognized share-based compensation expense remaining related to these stock options.The fair value of the options granted in the year ended April 30, 2016 was $ 14.77 using the Black-Scholes option-pricingmodel. The significant weighted average assumptions used in the fair value determination was the expected life, whichrepresented an estimate of the period of time stock options will be outstanding based on the historical exercise behavior ofoption recipients. The risk-free interest rate was based on the corresponding US Treasury yield curve in effect at the time of thegrant. The expected volatility was based on the historical volatility of our Common Stock price over the estimated life of theoption, while the dividend yield was based on the expected dividend payments to be made by us.As of April 30, 2023, there was $ 1.7 million of unrecognized share-based compensation cost related to options, which isexpected to be recognized over a period up to 4 years, or 2.2 years on a weighted average basis.A summary of the activity and status of our stock option plans follows during the year ended April 30, 2023:Numberof Options(in 000’s)WeightedAverageExercisePriceWeightedAverageRemainingTerm(in years)AggregateIntrinsicValue(in millions)Outstanding at beginning of year310$59.89 Granted20$41.30 Exercised( 14 )$39.53 Expired or forfeited( 4 )$48.06 Outstanding at end of year312$59.77 7.6$— Exercisable at end of year103$60.49 6.1$— Vested and expected to vest in the future at April 30302$60.18 7.6$— The intrinsic value is the difference between our common stock price and the option grant price. The total intrinsic value ofoptions exercised during the years ended April 30, 2023, 2022, and 2021 was $ 0.1 million, $ 0.4 million, and $ 0.2 million,respectively. The total grant date fair value of stock options vested during the year ended April 30, 2023 and 2022 was $ 0.5million and $ 1.3 million, respectively. As noted above, as of April 30, 2019, all outstanding stock options, prior to thosegranted in the year ended April 30, 2022 vested allowing the participant the right to exercise their awards.110IndexThe following table summarizes information about stock options outstanding and exercisable at April 30, 2023:Options OutstandingOptions ExercisableRange of Exercise PricesNumberof Options(in 000’s)WeightedAverageRemainingTerm(in years)WeightedAverageExercisePriceNumberof Options(in 000’s)WeightedAverageExercisePrice$ 36.60 to $ 39.53137.7$37.26 3$39.53 $ 45.99 to $ 53.79408.7$51.43 3$53.24 $ 55.62 to $ 63.072597.5$62.17 97$61.34 Total/average3127.6$59.77 103$60.49 Performance-Based and Other Restricted Stock ActivityUnder the terms of our long-term incentive plans, performance-based restricted unit awards are payable in restricted shares ofour Class A Common Stock upon the achievement of certain three-year or less financial performance-based targets. During eachthree-year period or less, we adjust compensation expense based upon our best estimate of expected performance. Beginning inthe year ended April 30, 2018, restricted performance share units vest 100 % on June 30 following the end of the three-yearperformance cycle.We may also grant individual restricted unit awards payable in restricted shares of our Class A Common Stock to keyemployees in connection with their employment. Starting with the year ended April 30, 2016 grants, restricted shares generallyvest ratably 25 % per year.Under certain circumstances relating to a change of control or termination, as defined, the restrictions would lapse and shareswould vest earlier.Activity for performance-based and other restricted stock awards during the years ended April 30, was as follows (shares inthousands):202320222021RestrictedSharesWeightedAverageGrant DateValueRestrictedSharesRestrictedSharesNonvested shares at beginning of year1,274$49.17 1,280943Granted540$45.23 658706Change in shares due to performance( 44 )$43.29 ( 3 )118Vested and issued( 544 )$47.27 ( 432 )( 362 )Forfeited( 153 )$48.39 ( 229 )( 125 )Nonvested shares at end of year1,073$48.49 1,2741,280For the years ended April 30, 2023, 2022 and 2021, we recognized stock-based compensation expense (including stock options),on a pretax basis, of $ 26.5 million, $ 25.7 million and $ 22.0 million, respectively.As of April 30, 2023, there was $ 30.7 million of unrecognized share-based compensation cost related to performance-basedand other restricted stock awards, which is expected to be recognized over a period up to 4 , or 2.3 on a weighted average basis.Compensation expense for restricted stock awards is measured using the closing market price of our Class A Common Stock atthe date of grant. The total grant date value of shares vested during the years ended April 30, 2023, 2022, and 2021 was $ 25.7million, $ 22.0 million, and $ 17.6 million, respectively.111IndexPresident and CEO New Hire Equity AwardsOn October 17, 2017, we announced Brian A. Napack as the new President and Chief Executive Officer of Wiley effectiveDecember 4, 2017 (the Commencement Date). Upon the Commencement Date, Mr. Napack also became a member of ourBoard of Directors. In connection with his appointment, Wiley and Mr. Napack entered into an employment offer letter (theEmployment Agreement).The Employment Agreement provides that beginning with the year ended April 30, 2018–2020 performance cycle, eligibility toparticipate in annual grants under our Executive Long-Term Incentive Program (ELTIP). Targeted long-term incentive for thiscycle was equal to 300 % of base salary, or $ 2.7 million. Sixty percent of the ELTIP value was delivered in the form of targetperformance share units and forty percent in restricted share units. The grant date fair value for restricted share units was $59.15 per share and included 20,611 restricted share units, which vested 25 % each year starting on April 30, 2018 to April 30,2021. In addition, there was a performance share unit award with a target of 30,916 units and a grant date fair value of $ 59.15 .The performance metrics were based on cumulative EBITDA for the year ended April 30, 2018–2020 and cumulativenormalized free cash flow for the year ended April 30, 2018–2020.In addition, the Employment Agreement provided for a sign-on grant of restricted share units, with a grant value of $ 4.0million, converted to shares using our Class A closing stock price as of the Commencement Date, and vesting in two equalinstallments on the first and second anniversaries of the employment date. The grant date fair value for this award was $ 59.15per share and included 67,625 units at the date of grant. Grants were subject to forfeiture in the case of voluntary terminationprior to vesting and accelerated vesting in the case of earlier termination of employment without Cause, due to death orDisability or Constructive Discharge, or upon a Change in Control (as such terms are defined in the Employment Agreement).Director Stock AwardsOn September 29, 2022, the Company’s shareholders approved the 2022 Plan, which replaced, with respect to new awardgrants, the 2018 Director Stock Plan (the 2018 Plan) that was previously in effect. Under the terms of the 2022 Plan, eachnonemployee director is eligible to receive an annual award of restricted shares of our Class A Common Stock equal in value to100 % of the annual director stock retainer fee, based on the stock price at the close of the New York Stock Exchange on thedate of grant. Such restricted shares will vest on the earliest of (i) the day before the next annual meeting of stockholdersfollowing the grant, (ii) the nonemployee director’s death or disability (as determined by the Governance Committee of theBoard of Directors (Governance Committee)), or (iii) a change in control (as defined in the 2022 Plan). The granted shares maynot be sold or transferred during the time the nonemployee director remains a director. There were 30,706 , 18,384 , and 28,360restricted shares awarded under the 2022 Plan, or the 2018 Plan, as the case may be, for the years ended April 30, 2023, 2022,and 2021, respectively. In addition, pursuant to the John Wiley & Sons, Inc. Deferred Compensation Plan for Directors’ 2005 &After Compensation, as amended through September 20, 2022 (Deferred Compensation Plan), each nonemployee director hasthe option of receiving all or part of the annual retainer in the form of deferred stock and receive dividends in the form ofdeferred stock. The annual retainers deferred as stock and the dividends received in the form of deferred stock, all pursuant tothe Deferred Compensation Plan, are nominal.Note 19 – Capital Stock and Changes in Capital AccountsEach share of our Class B Common Stock is convertible into one share of Class A Common Stock. The holders of Class Astock are entitled to elect 30 % of the entire Board of Directors and the holders of Class B stock are entitled to elect theremainder. On all other matters, each share of Class A stock is entitled to one tenth of one vote and each share of Class B stockis entitled to one vote.Share RepurchasesDuring the year ended April 30, 2020, our Board of Directors approved an additional share repurchase program of $ 200million of Class A or B Common Stock. As of April 30, 2023, we had authorization from our Board of Directors to purchase upto $ 162.5 million that was remaining under this program.The share repurchase program described above is in addition to the share repurchase program approved by our Board ofDirectors during the year ended April 30, 2017 of four million shares of Class A or B Common Stock. As of April 30, 2022, noadditional shares were remaining under this program for purchase.112IndexThe following table summarizes the share repurchases of Class A and B Common Stock during the years ended April 30(shares in thousands):202320222021Shares repurchased – Class A831542308Shares repurchased – Class B122Average price – Class A and Class B$42.07 $55.14 $50.93 DividendsThe following table summarizes the cash dividends paid during the year ended April 30, 2023:Date of Declarationby Board of DirectorsQuarterly CashDividendTotal DividendClass of CommonStockDividend PaidDateShareholders ofRecord as of DateJune 22, 2022$ 0.3475 percommon share$ 19.4millionClass A andClass BJuly 20, 2022July 6, 2022September 29, 2022$ 0.3475 percommon share$ 19.3millionClass A andClass BOctober 26, 2022October 11, 2022December 15, 2022$ 0.3475 percommon share$ 19.3 millionClass A andClass BJanuary 11, 2023December 27, 2022March 29, 2023$ 0.3475 percommon share$ 19.2millionClass A andClass BApril 25, 2023April 11, 2023Changes in Common StockThe following is a summary of changes during the years ended April 30, in shares of our common stock and common stock intreasury (shares in thousands).Changes in Class A Common Stock:202320222021Number of shares, beginning of year70,22670,20870,166Common stock class conversions51842Number of shares issued, end of year70,23170,22670,208Changes in Class A Common Stock in treasury:Number of shares held, beginning of year23,51523,41923,405Purchases of treasury shares831542308Restricted shares issued under stock-based compensation plans – non-PSUAwards( 394 )( 323 )( 268 )Restricted shares issued under stock-based compensation plans – PSUAwards( 150 )( 108 )( 88 )Shares issued to directors—( 2 )( 6 )Restricted shares issued from exercise of stock options( 14 )( 49 )( 60 )Shares issued related to the acquisition of a business—( 129 )—Shares withheld for taxes195167129Other—( 2 )( 1 )Number of shares held, end of year23,98323,51523,419Number of Class A Common Stock outstanding, end of year46,24846,71146,789113IndexChanges in Class B Common Stock:202320222021Number of shares, beginning of year12,95612,97413,016Common stock class conversions( 5 )( 18 )( 42 )Number of shares issued, end of year12,95112,95612,974Changes in Class B Common Stock in treasury:Number of shares held, beginning of year3,9243,9223,920Purchases of treasury shares122Number of shares held, end of year3,9253,9243,922Number of Class B Common Stock outstanding, end of year9,0269,0329,052WarrantsIn connection with the acquisition of The Learning House, Inc. on November 1, 2018, a portion of the fair value of theconsideration transferred was $ 0.6 million of warrants. The warrants were classified as equity and allowed the holder topurchase 400,000 shares of our Class A Common Stock at an exercise price of $ 90.00 , subject to adjustments. The term of thewarrants was three years and expired on November 1, 2021. The fair value of the warrants was determined using the Black-Scholes option pricing model.Note 20 – Segment InformationWe have reorganized our Education lines of business into two new customer-centric segments. The Academic segmentaddresses the university customer group and includes Academic Publishing and University Services. The Talent segmentaddresses the corporate customer group and will be focused on delivering training, sourcing, and upskilling solutions. Priorperiod segment results have been revised to the new segment presentation. There were no changes to our consolidated financialresults. Our new segment reporting structure consists of three reportable segments, which are listed below, as well as aCorporate expense category (no change), which includes certain costs that are not allocated to the reportable segments:• Research includes Research Publishing and Research Solutions. No changes were made as a result of this realignment;• Academic includes the Academic Publishing and University Services lines. Academic Publishing is the combination ofthe former Education Publishing line and professional publishing offerings;• Talent is the combination of the former Talent Development line, and our assessments (corporate training) andcorporate learning offerings.We report our segment information in accordance with the provisions of ASC Topic 280, “Segment Reporting.” These segmentsreflect the way our chief operating decision maker evaluates our business performance and manages the operations. Theperformance metric used by our chief operating decision maker to evaluate performance of our reportable segments is AdjustedContribution to Profit.114IndexSegment information is as follows:For the Years Ended April 30,202320222021Revenue:Research$1,080,311 $1,111,343 $1,015,349 Academic690,408 759,112 769,014 Talent249,181 212,473 157,138 Total revenue$2,019,900 $2,082,928 $1,941,501 Adjusted Contribution to Profit:Research$283,984 $295,227 $273,023 Academic68,279 91,247 117,005 Talent 33,007 23,959 ( 4,154 )Total adjusted contribution to profit$385,270 $410,433 $385,874 Adjusted corporate contribution to profit( 171,926 )( 192,584 )( 167,053 )Total adjusted operating income$213,344 $217,849 $218,821 Depreciation and Amortization:Research$93,008 $94,899 $83,866 Academic79,741 81,721 77,823 Talent 24,042 21,997 23,828 Total depreciation and amortization$196,791 $198,617 $185,517 Corporate depreciation and amortization16,462 16,553 14,672 Total depreciation and amortization$213,253 $215,170 $200,189 (1)On January 1, 2020, Wiley acquired mthree, a talent placement provider that addresses the IT skills gap by finding,training, and placing job-ready technology talent in roles with leading corporations worldwide. Its results ofoperations are included in our Talent segment. In late May 2022, Wiley renamed the mthree talent developmentsolution to Wiley Edge and discontinued use of the mthree trademark during the three months ended July 31, 2022.As a result of these actions, we determined that a revision of the useful life was warranted and the intangible assetwas fully amortized over its remaining useful life resulting in accelerated amortization expense of $ 4.6 million in thethree months ended July 31, 2022. This amortization expense was an adjustment to the Talent Adjusted contributionto profit. In addition, it was included in Depreciation and amortization in the table above for segment reporting.(1)(1)115IndexThe following table shows a reconciliation of our consolidated US GAAP Operating Income to Non-GAAP Adjusted OperatingIncome:For the Years Ended April 30,202320222021US GAAP Operating Income$55,890 $219,276 $185,511 Adjustments: Restructuring and related charges (credits) 49,389 ( 1,427 )33,310 Impairment of goodwill 99,800 — — Legal settlement 3,671 — — Accelerated amortization of an intangible asset 4,594 — — Non-GAAP Adjusted Operating Income$213,344 $217,849 $218,821 (1)See Note 7, “Restructuring and Related Charges (Credits)” and Note 11, “Goodwill and Intangible Assets” for thesecharges by segment.(2)In the three months ended January 31, 2023, we settled a litigation matter related to consideration for a previousacquisition for $ 3.7 million which is included in our Corporate category.(3)As described above, this accelerated amortization relates to the mthree trademark.See Note 3, “Revenue Recognition, Contracts with Customers,” for revenue from contracts with customers disaggregated bysegment and product type for the years ended April 30, 2023, 2022, and 2021.The following tables show assets allocated by reportable segment and by the corporate category as of April 30 as follows:20232022Research$1,521,450 $1,593,297 Academic870,586 1,023,887 Talent394,866 413,137 Corporate321,908 331,374 Total$3,108,810 $3,361,695 The following tables show product development spending and additions to technology, property, and equipment by reportablesegment and by the corporate category:For the Years Ended April 30,202320222021Research$( 29,424 )$( 30,139 )$( 24,284 )Academic( 39,069 )( 43,580 )( 36,831 )Talent( 5,865 )( 7,810 )( 8,515 )Corporate( 29,755 )( 34,329 )( 33,731 )Total$( 104,113 )$( 115,858 )$( 103,361 )(1)(1)(2)(3)116IndexRevenue for the years ended April 30 from external customers is based on the location of the customer, and technology,property and equipment, net by geographic area as of April 30 were as follows:Revenue, netTechnology, Property, and Equipment, Net202320222021202320222021United States$995,918 $1,011,716 $990,499 $210,547 $232,824 $241,217 China150,939 140,323 92,305 1,905 2,609 567 United Kingdom150,601 164,205 145,806 19,664 19,260 19,436 Japan89,084 94,040 91,957 675 807 234 Canada83,039 80,640 67,635 61 194 1,067 Australia79,802 80,993 57,569 196 476 890 Germany59,867 75,805 78,035 8,333 7,267 8,459 India43,505 38,279 32,228 814 984 1,012 France34,260 43,007 45,681 1,977 3,284 4,329 Other Countries332,885 353,920 339,786 2,977 3,867 5,059 Total$2,019,900 $2,082,928 $1,941,501 $247,149 $271,572 $282,270 Note 21 – Subsequent EventsFiscal Year 2024 Dispositions, Segment Realignment, and RestructuringOn June 1, 2023, Wiley’s Board of Directors approved a plan to dispose of certain education businesses. Those businesses areUniversity Services (formerly Online Program Management) in our Academic segment, and Wiley Edge (formerly TalentDevelopment) and CrossKnowledge in our Talent segment. These dispositions are expected to be completed in fiscal year 2024,and will be reported as held for sale in the first quarter of fiscal year 2024. In fiscal year 2023, these businesses, combined withthe two dispositions disclosed in Note 4, "Acquisitions and Divestitures" generated approximately $ 393 million of revenue(approximately 19 % of our consolidated revenue) and $ 43 million of Adjusted EBITDA (approximately 10 % of ourconsolidated Adjusted EBITDA). We are evaluating the financial statement impact of these planned dispositions.During fiscal year 2024, it is anticipated that additional restructuring actions will be undertaken to rightsize the Company’sexpenses. The timing of much of these restructuring actions will be influenced by the completion of the dispositions. Theamount of such charges has not yet been determined.In the first quarter of fiscal year 2024, we are realigning our segments. Our new segment structure will consist of two reportablesegments which includes (1) Research (no change) and (2) Learning, as well as a Corporate expense category (no change),which includes certain costs that are not allocated to the reportable segments. Research will continue to have reporting lines ofResearch Publishing and Research Solutions. Learning will include reporting lines of Academic (education publishing) andProfessional (professional publishing and assessments) .DividendOn June 26, 2023, our Board of Directors declared a quarterly dividend of $ 0.3500 per share, or approximately $ 19.3 million,on our Class A and Class B Common Stock. The dividend is payable on July 20, 2023 to shareholders of record on July 6,2023.117IndexItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureNoneItem 9A. Controls and ProceduresDisclosure Controls and Procedures: The Company’s Chief Executive Officer and Chief Financial Officer, together with theChief Accounting Officer and other members of the Company’s management, have conducted an evaluation of the Company’sdisclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (theExchange Act) as of the end of the period covered by this report. Based on this evaluation, the Chief Executive Officer andChief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective to ensure thatinformation required to be disclosed by the Company in reports filed or submitted under the Exchange Act is (i) recorded,processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules andforms and (ii) accumulated and communicated to the Company’s management, including its Chief Executive Officer and ChiefFinancial Officer, as appropriate to allow timely decisions regarding required disclosure.There were no changes in our internal control over financial reporting in the fourth quarter of fiscal year 2023 that havematerially affected, or are reasonably likely to materially affect, our internal control over financial reporting.Management’s Report on Internal Control over Financial Reporting: Our Management is responsible for establishing andmaintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act.Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief FinancialOfficer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based upon theframework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of theTreadway Commission. Based on their evaluation, our management concluded that our internal control over financial reportingwas effective as of April 30, 2023.The effectiveness of our internal control over financial reporting as of April 30, 2023 has been audited by KPMG LLP, anindependent registered public accounting firm, as stated in their report which is included herein.Item 9B. Other InformationNone.Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsNot applicable.118IndexPART IIIItem 10. Directors, Executive Officers and Corporate GovernanceCertain information about our Executive Officers is reported under the caption “Information About Our Executive Officers” inPart I of this Annual Report on Form 10-K.The following information will be included in the Company's Proxy Statement for our 2023 Annual Meeting of Shareholders tobe filed within 120 days of the Company's fiscal year end of April 30, 2023 (2023 Proxy Statement) and is incorporated hereinby reference.• Information about our directors who are standing for reelection and any persons nominated to become directors of theCompany is contained under the caption “Election of Director Nominees”.• Information regarding compliance with Section 16(a) of the Securities Exchange Act of 1934 is incorporated herein byreference to the information set forth under the captio n "Delinquent Section 16(a) Reports".• Information concerning the Company's committees of the Board of Directors, including the audit committee anddesignated financial experts is contained under the captions “Report of the Audit Committee” and “Committees of theBoard of Directors and Certain Other Information concerning the Board”.• Information concerning the Company's code of business conduct and ethics for directors, officers and employees, alsoknown as the "Business Conduct and Ethics Policy" and the "Code of Ethics Policy for Senior Financial Officers" andon Company's "Corporate Governance Principles" are set forth under "Corporate Governance—Key CorporateGovernance Documents." All of these documents are publicly available on the Company’s Corporate Governancewebsite at https://www.wiley.com/en-us/corporategovernance.Item 11. Executive CompensationThe Information required by this item will be included in the 2023 Proxy Statement under the headers “Directors’Compensation,” "Compensation Committee Interlocks and Insider Participation,” and “Executive Compensation,” respectively,and is incorporated herein by reference.Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersThe following information required in this item will be included under the Ownership of Common Stock section in theCompany's 2023 Proxy Statement and is incorporated herein by reference.• Information on the beneficial ownership reporting for the directors and executive officers is contained under thecaption “Stock Ownership of Officers and Directors.”• Information on the beneficial ownership reporting for all other shareholders that own 5% or more of the Company’sClass A or Class B Common Stock is contained under the caption “Stock Ownership of Certain Beneficial Owners."The following table summarizes the Company’s equity compensation plan information as of April 30, 2023:Plan CategoryNumber ofSecurities to BeIssued UponExerciseof OutstandingOptions,Warrants andRights Weighted AverageExercise Price ofOutstandingOptions,Warrants andRightsNumber ofSecuritiesRemainingAvailable forFutureIssuance UnderEquityCompensationPlans Equity compensation plans approved by shareholders1,385,361$59.77 6,279,259(1)(2)119Index(1) This amount includes the following awards issued under the 2022 Plan and Prior Plans:• 312,509 shares issuable upon the exercise of outstanding stock options with a weighted average exercise price of$59.77.• 1,072,852 non-vested performance-based and other restricted stock awards. Since these awards have no exercise price,they are not included in the weighted average exercise price calculation.(2) Per the terms of the 2022 Plan, a total of 6,200,000 shares shall be authorized for awards granted under the 2022 Plan, lessone (1) share for every one (1) share that was subject to an award granted under a Prior Plan after July 13, 2022 and priorto the approval of the 2022 Plan on September 29, 2022 (Effective Date). In addition, after July 13, 2022, if any sharessubject to an award under any Prior Plans are forfeited or an award under any Prior Plans expires or is settled for cash, thenin each such case the shares subject to such Award or award under any Prior Plan shall be added to the shares available forawards under the Plan, on a one-for-one-basis. After the Effective Date of the 2022 Plan, no awards may be granted underany Prior Plan.All of the Company’s equity compensation plans are approved by shareholders.Item 13. Certain Relationships and Related Transactions, and Director IndependenceInformation on related party transactions and the policies and procedures for reviewing and approving related party transactionswill be contained under the caption “Transactions with Related Persons” within the “Corporate Governance” section of the 2023Proxy Statement and are incorporated herein by reference.Information on director independence will be contained under the caption “Director Independence” within the “CorporateGovernance” section of the 2023 Proxy Statement and is incorporated herein by reference.Item 14. Principal Accountant Fees and ServicesOur independent registered public accounting firm is KPMG LLP, New York, NY, Auditor ID: 185Information required by this item will be contained in the 2023 Proxy Statement under the captions “Audit Committee Matters"and “Audit Committee Report” and is incorporated herein by reference.PART IVItem 15. Exhibits and Financial Statement Schedules(a) Documents filed as a part of this Annual Report on Form 10-K:(1) Financial StatementsSee Index to Consolidated Financial Statements and Schedule of this Annual Report on Form 10-K in Part II Item 8.(2) Financial Statement ScheduleSee Schedule II - Valuation and Qualifying Accounts and Reserves - Years Ended April 30, 2023, 2022, and 2021 of thisAnnual Report on Form 10-K. The other schedules are omitted as they are not applicable, or the amounts involved are notmaterial.(3) ExhibitsArticles of Incorporation and By-Laws3.1Restated Certificate of Incorporation of John Wiley & Sons, Inc. July 1, 1992 (incorporated by reference to theCompany’s Report on Form 10-Q for the quarterly period ended July 31, 202 2 ).3.2Restated Certificate of Incorporation (incorporated by reference to the Company’s Annual Report on Form 10-Kfor the year ended April 30, 1992).120Index3.3Certificate of Amendment of the Certificate of Incorporation dated October 13, 1995 (incorporated by referenceto the Company’s Annual Report on Form 10-K for the year ended April 30, 1996).3.4Certificate of Amendment of the Certificate of Incorporation dated as of September 1998 (incorporated byreference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 1998).3.5Certificate of Amendment of the Certificate of Incorporation dated as of September 1999 (incorporated byreference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 1999).3.6Amended and Restated By-Laws dated as of September 2007 (incorporated by reference to the Company’sAnnual Report on Form 10-K for the year ended April 30, 2018).Instruments Defining the Rights of Security Holders, Including Indentures4.1Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended(incorporated by reference to the Company’s Annual Report on Form 10-K/A (Amendment No. 1) for the yearended April 30, 2020).Material Contracts10.1Form of the Fiscal Year 2023 Executive Annual Incentive Plan (incorporated by reference to the Company’sReport on Form 10-Q for the quarterly period ended July 31, 202 2 ) . ●10.2Form of the Fiscal Year 2023 Executive Long Term Incentive Plan (incorporated by reference to the Company’sReport on Form 10-Q for the quarterly period ended July 31, 2022). ●10.3Restricted Share Unit Grant Agreement Under the Executive Long-Term Incentive Plan, Under the BusinessOfficer Equity Program Pursuant to the 2014 Key Employee Stock Plan (incorporated by reference to theCompany’s Report on Form 10-Q for the quarterly period ended July 31, 2022). ●10.4Performance Share Unit Grant Agreement Under the Executive Long-Term Incentive Plan, Under the BusinessOfficer Equity Program Pursuant to the 2014 Key Employee Stock Plan (incorporated by reference to theCompany’s Report on Form 10-Q for the quarterly period ended July 31, 2022). ●10.52018 Director Stock Plan (incorporated by reference to the Company’s Annual Report on Form 10-K for theyear ended April 30, 2019). ●10.6John Wiley & Sons, Inc. 2022 Omnibus Stock Plan and Long-Term Incentive Plan (incorporated by reference tothe Company’s Report on Form 10-Q for the quarterly period ended October 31, 2022 ) . ●10.7Amended 2014 Key Employee Stock Plan (incorporated by reference to the Company’s Quarterly Report onForm 10-Q for the quarterly period ended October 31, 2014). ●10.8John Wiley & Sons, Inc. Director Restricted Share Unit Grant Agreement (incorporated by reference to theCompany’s Report on Form 10-Q for the quarterly period ended October 31, 2022 . ●10.9John Wiley & Sons, Inc. Deferred Compensation Plan for Directors’ 2005 & After Compensation Amended andRestated as of September 29, 2022 (incorporated by reference to the Company’s Report on Form 10-Q for thequarterly period ended October 31, 2022 ) . ●10.10Second Amendment to the Third Amended and Restated Credit Agreement, dated as of November 30, 2022,among John Wiley & Sons, Inc., John Wiley & Sons Limited, J Wiley Limited, Wiley Europe InvestmentHoldings Limited, and Wiley-VCH GmbH, as borrowers, Bank of America, N.A., as Administrative Agent, L/CIssuer and Swing Line Lender, and the other Lenders party thereto, which amends the Third Amended andRestated Credit Agreement dated as of May 30, 2019 (incorporated by reference to the Company’s Report onForm 8-K dated as of December 6, 2022 ).121Index10.11Revised as of November 30, 2022 Third Amended and Restated Credit Agreement, among John Wiley & Sons,Inc., John Wiley & Sons Limited, J Wiley Limited, Wiley Europe Investment Holdings Limited, andWiley-VCH GmbH , as borrowers, Bank of America, N.A., as Administrative Agent, L/C Issuer and SwingLine Lender, and the other Lenders party thereto, which amends the Third Amended and Restated CreditAgreement dated as of May 30, 2019 (incorporated by reference to the Company’s Report on Form 8- K datedas D ecember 6, 2022 ).10.12Agreement of the Lease dated as of July 14, 2014 between Hub Properties Trust as Landlord, an independentthird party, and John Wiley & Sons, Inc as Tenant (incorporated by reference to the Company’s QuarterlyReport on Form 10-Q for the quarterly period ended July 31, 2014).10.132014 Executive Annual Incentive Plan (incorporated by reference to the Company’s Quarterly Report on Form10-Q for the quarterly period ended October 31, 2014). ●10.14Form of the Fiscal Year 2022 Executive Long Term Incentive Plan (incorporated by reference to the Company’sAnnual Report on Form 10-K for the year ended April 30, 2021). ●10.15Form of the Fiscal Year 2022 Restricted Share Unit Grant Agreement under the Executive Long-Term IncentivePlan, under the Business Officer Equity Program, Pursuant to the 2014 Key Employee Stock Plan (incorporatedby reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2021). ●10.16Form of the Fiscal Year 2022 Performance Share Unit Grant Agreement, under the Executive Long-TermIncentive Plan, Under the Business Officer Equity Program Pursuant to the 2014 Key Employee Stock Plan(incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period endedJuly 31, 2021). ●10.17Form of the Fiscal Year 2022 Non-Qualified Premium Stock Option Grant Agreement Pursuant to the 2014Key Employee Stock Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for thequarterly period ended July 31, 2021). ●10.18Form of the Fiscal Year 2021 Executive Long Term Incentive Plan (incorporated by reference to the Company’sQuarterly Report on Form 10-Q for the period ended January 31, 2021). ●10.19Form of the Fiscal Year 2021 Restricted Share Unit Grant Agreement under the Executive Long-Term IncentivePlan, under the Business Officer Equity Program, Pursuant to the 2014 Key Employee Stock Plan (incorporatedby reference to the Company’s Quarterly Report on Form 10-Q for the period ended July 31, 2020). ●10.20Form of the Fiscal Year 2021 Performance Share Unit Grant Agreement, Under the Executive Long-TermIncentive Plan, Under the Business Officer Equity Program Pursuant to the 2014 Key Employee Stock Plan(incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended January 31,2021) .●10.21Employment Letter dated October 12, 2017 between Brian A. Napack, President and Chief Executive Officer,and the Company (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the periodended October 31, 2017). ●10.22Employment Letter dated February 5, 2019 between Matthew Kissner, Group Executive, and the Company(incorporated by reference to the Company’s Current Report on Form 8-K filed on February 7, 2019). ●10.23Separation and Release Agreement, dated June 11, 2021 between Matthew S. Kissner, Group Executive VicePresident, and the Company (incorporated by reference to the Company’s Current Report on Form 8-K filed onJune 17, 2021). ●10.24Transition and Consulting Agreement, dated June 15, 2021 between Matthew S. Kissner, Group Executive VicePresident, and the Company (incorporated by reference to the Company’s Current Report on Form 8-K filed onJune 17, 2021). ●10.25Employment Letter dated April 20, 2018 between Aref Matin, Executive Vice President and Chief TechnologyOfficer, and the Company (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for theperiod ended July 31, 2020). ●122Index10.26Senior Executive Employment Agreement dated as of October 25, 2021 between Christina Van Tassell and theCompany (incorporated by reference to the Company’s Current Report on Form 8-K dated as of October 28,2021). ●10.27Employment Agreement dated August 7, 2020 between Todd Zipper, Executive Vice President & GeneralManager, Education Services and the Company (incorporated by reference to the Company’s Quarterly Reporton Form 10-Q for the quarterly period ended October 31, 2021). ●10.28*Employment Agreement dated August 18, 2018 between Matthew Leavy, Senior Vice President, BusinessDevelopment and the Company.●10.29John Wiley & Sons, Inc. Supplemental Executive Retirement Plan as Amended and Restated effective as ofJanuary 1, 2014 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year endedApril 30, 2021). ●10.30John Wiley & Sons, Inc. Supplemental Benefit Plan Amended and Restated as of January 1, 2014 (incorporatedby reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 2021). ●10.31Deferred Compensation Plan of John Wiley & Sons, Inc. as Amended and Restated Effective as of January 1,2016 including amendments through December 31, 2016 (incorporated by reference to the Company’s AnnualReport on Form 10-K for the year ended April 30, 2021). ●10.32Amendment to the Deferred Compensation Plan of John Wiley & Sons, Inc. effective January 1, 2020(incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 2021).●10.33Amendment to the Deferred Compensation Plan of John Wiley & Sons, Inc. effective January 1, 2022(incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period endedJanuary 31, 2022). ●10.34Amendment to the Employees’ Retirement Plan of John Wiley & Sons, Inc. effective October 1, 2016(incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 2021).●10.35Amendment to the Employees’ Retirement Plan of John Wiley & Sons, Inc. (IRS model 436 provisions)(incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 2021).●10.36John Wiley & Sons, Inc. Employees’ Savings Plan Amended and Restated Effective July 1, 2013 includingamendments through January 1, 2014 (incorporated by reference to the Company’s Annual Report on Form10-K for the year ended April 30, 2021). ●10.37Amendment to the John Wiley & Sons, Inc. Employees’ Savings Plan approved December 19, 2018(incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 2021).●10.38Amendment to the John Wiley & Sons, Inc. Employees’ Savings Plan approved September 26, 2019(incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 2021).●10.39Amendment to the John Wiley & Sons, inc. Employees’ Savings Plan effective January 1, 2020 (incorporatedby reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 2021). ●10.40Amendment to the John Wiley & Sons, Inc. Employees’ Savings Plan effective September 1, 2020 and January1, 2021 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended April 30,2021). ●10.41Amendment to the John Wiley & Sons, Inc. Employees' Savings Plan effective January 1, 2022 (incorporatedby reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended January 31,2022). ●Subsidiaries123Index21*List of Subsidiaries of the Company.Consent of Independent Registered Public Accounting Firm23*Consent of KPMG LLP.Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.1*Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2*Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.1**Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002.32.2**Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906of the Sarbanes-Oxley Act of 2002.Inline XBRL101.INS*Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File becauseits XBRL tags are embedded within the Inline XBRL document).101.SCH*Inline XBRL Taxonomy Extension Schema Document.101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document.101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document.101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document.101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document.104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).* Filed herewith** Furnished herewith● Indicates management compensatory plan, contract, or arrangement124IndexItem 16. Form 10-K SummaryNot applicable.(2) Financial Statement ScheduleSchedule IIJOHN WILEY & SONS, INC. AND SUBSIDIARIESVALUATION AND QUALIFYING ACCOUNTSFOR THE YEARS ENDED APRIL 30, 2023, 2022, AND 2021(Dollars in thousands)DescriptionBalance atBeginningof PeriodCumulativeEffect ofChange inAccountingPrinciple Charged toExpensesDeductionsFromReservesand Other Balance atEnd ofPeriodYear Ended April 30, 2023Allowance for sales returns $19,422 $— $24,439 $29,442 $14,419 Allowance for doubtful accounts$21,221 $— $347 $2,906 $18,662 Allowance for inventory obsolescence$11,219 $— $7,222 $5,451 $12,990 Valuation allowance on deferred taxassets $30,000 $— $( 4,037 )$( 1,485 )$27,448 Year Ended April 30, 2022Allowance for sales returns $22,199 $— $29,191 $31,968 $19,422 Allowance for doubtful accounts$21,474 $— $4,029 $4,282 $21,221 Allowance for inventory obsolescence$13,970 $— $6,786 $9,537 $11,219 Valuation allowance on deferred taxassets $4,855 $— $230 $( 24,915 )$30,000 Year Ended April 30, 2021Allowance for sales returns $19,642 $— $36,997 $34,440 $22,199 Allowance for doubtful accounts$18,335 $1,776 $6,957 $5,594 $21,474 Allowance for inventory obsolescence$16,067 $— $9,236 $11,333 $13,970 Valuation allowance on deferred taxassets $23,287 $— $3,213 $21,645 $4,855 (1)See Note 2, “Summary of Significant Accounting Policies, Recently Issued, and Recently Adopted AccountingStandards” of the Notes to Consolidated Financial Statements of this Annual Report on Form 10-K regarding theadoption of ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses onFinancial Instruments.” We adopted the new standard on May 1, 2020, with a cumulative effect adjustment to retainedearnings as of the beginning of the year of adoption.(2)Deductions From Reserves and Other for the years ended April 30, 2023, 2022, and 2021 include foreign exchangetranslation adjustments. Included in Allowance for doubtful accounts are accounts written off, less recoveries.Included in Allowance for inventory obsolescence are items removed from inventory.(3)Included in Valuation allowance on deferred tax assets for the years ended April 30, 2023, 2022, and 2021 arevaluation allowances related to, and required with respect to, foreign tax credits generated by tax reform enacted inDecember 2017. In connection with a 5-year loss carryback and a subsequent audit, certain foreign tax creditsrequiring a valuation allowance were reinstated.(1)(2)(4)(3)(4)(3)(4)(3)(4)Allowance for sales returns represents anticipated returns net of a recovery of inventory and royalty costs. Theprovision is reported as a reduction of gross sales to arrive at revenue and the reserve balance is reported as anincrease in Contract liabilities with a corresponding increase in Inventories, net and a reduction in Accrued royaltiesfor the years ended April 30, 2023, 2022, and 2021.125IndexSIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused thisreport to be signed on its behalf by the undersigned, thereunto duly authorized.JOHN WILEY & SONS, INC.(Company)Dated: June 26, 2023By:/s/ Brian A. NapackBrian A. NapackPresident and Chief Executive OfficerPursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the followingpersons on behalf of the Company and in the capacities and on the dates indicated.SignaturesTitlesDated/s/ Brian A. NapackPresident and Chief Executive Officer andDirectorJune 26, 2023Brian A. Napack/s/ Christina Van TassellExecutive Vice President and Chief Financial OfficerJune 26, 2023Christina Van Tassell/s/ Christopher F. CaridiSenior Vice President, Global Corporate Controller andChief Accounting OfficerJune 26, 2023Christopher F. Caridi/s/ Jesse C. WileyChairman of the BoardJune 26, 2023Jesse C. Wiley/s/ Mari J. BakerDirectorJune 26, 2023Mari J. Baker/s/ George D. BellDirectorJune 26, 2023George D. Bell/s/ Beth A. BirnbaumDirectorJune 26, 2023Beth A. Birnbaum/s/ David C. DobsonDirectorJune 26, 2023David C. Dobson/s/ Brian O. HemphillDirectorJune 26, 2023Brian O. Hemphill/s/ Laurie A. LeshinDirectorJune 26, 2023Laurie A. Leshin/s/ Raymond W. McDaniel, Jr.DirectorJune 26, 2023Raymond W. McDaniel, Jr./s/ William J. PesceDirectorJune 26, 2023William J. Pesce/s/ Inder SinghDirectorJune 26, 2023Inder Singh126August 18, 2018Mr. Ma(cid:425)hew LeavyXXXXXXXXXXXXXXXXXXXXX, XX XXXXXDear Ma(cid:425):I am very pleased to conﬁrm our oﬀer of employment with John Wiley & Sons, Inc. as SVP, BusinessDevelopment, repor(cid:415)ng to the EVP, Chief Strategy Oﬃcer. This oﬀer is con(cid:415)ngent upon a sa(cid:415)sfactorybackground check and your a(cid:425)esta(cid:415)on that you are not bound by any contractual restric(cid:415)ons or conﬂic(cid:415)ngobliga(cid:415)ons. By signing this oﬀer le(cid:425)er, you conﬁrm that your employment with Wiley will not breach anyagreement you have with any third party.As discussed, your employment date will be on or about September 3, 2018. Your salary will be $15,625semi-monthly, equivalent to $375,000 annually. You will be eligible for an annual salary reviews, with anyincrease in base salary subject to approval by the EVP, Chief Strategy Oﬃcer.In ﬁscal year 2019 (“FY19”), which began on May 1, 2018, you will be eligible to par(cid:415)cipate on a proratedbasis in the Wiley Annual Incen(cid:415)ve Plan (“WAIP”). Your prorated target annual incen(cid:415)ve for ﬁscal year 2019is $125,000. Beginning in ﬁscal year 2020, your target annual incen(cid:415)ve under the WAIP is equal to 50% ofyour base salary. Payout will be based on achievement of personal and corporate ﬁnancial objec(cid:415)ves,subject to and in accordance with plan provisions.In ﬁscal year 2019, you will be eligible to par(cid:415)cipate on a prorated basis in the Company’s Business OﬃcerEquity Program. Your prorated target long-term incen(cid:415)ve for ﬁscal year 2019 is $150,000. Beginning inﬁscal year 2020, your target long-term incen(cid:415)ve is equal to 60% of your base salary. Sixty percent of yourtarget long-term incen(cid:415)ve is currently delivered in the form of performance share units and forty percent inrestricted share units. Equity awards under this Plan are granted based upon the recommenda(cid:415)on of EVP,Chief Strategy Oﬃcer, and subject to the approval of Wiley’s President and CEO and the Execu(cid:415)veCompensa(cid:415)on and Development Commi(cid:425)ee of the Board of Directors. Payout of performance share unitsunder the Plan is based on achievement of corporate ﬁnancial metrics for the three-year performancecycle, subject to and in accordance with plan provisions.To assist you in the move to the NJ metropolitan area, you will receive a $75,000 allowance, payable withinone month of hire, subject to taxes and other withholding.All compensa(cid:415)on is subject to withholding and payroll taxes to the extent required by applicable law.You will be eligible to par(cid:415)cipate in Wiley's beneﬁts plans in accordance with Company policy.While we look forward to a mutually beneﬁcial rela(cid:415)onship, your employment is “at-will.” This oﬀer le(cid:425)erdoes not guarantee any employment dura(cid:415)on, terms, or condi(cid:415)ons. Should your employment beinvoluntarily terminated without cause, you will receive as severance one month of base salary for eachyear of employment, subject to a minimum of six months and a maximum of twelve months. In the eventyour employment is involuntarily terminated without cause or construc(cid:415)ve discharge within 24 months of achange in control, you will receive as severance twelve months of base salary and your target annualincen(cid:415)ve. You will receive con(cid:415)nued health insurance for the number of months of the cash severanceperiod. All severance is payable under the Execu(cid:415)ve Severance Plan, and subject to your signing a releaseand waiver of claims and compliance with the restric(cid:415)ve covenants included in the a(cid:425)ached document,which apply as material terms of your employment in any event. For the avoidance of doubt, you will been(cid:415)tled to any applicable beneﬁts under the Execu(cid:415)ve Severance Plan, the relevant equity plan or grantagreement to the extent not covered in or greater than the beneﬁts set forth in this le(cid:425)er.Ma(cid:425), I know that you will contribute signiﬁcantly to the success of the Company. I am sure you will ﬁnd thisposi(cid:415)on challenging and rewarding, and I look forward to working with you.Please sign and return this le(cid:425)er, and the Agreements and Restric(cid:415)ve Covenants document, to me at theaddress noted.Sincerely,Acknowledged and Agreed:/s/ Archana Singh/s/ Ma(cid:425)hew LeavyArchana SinghMa(cid:425)hew LeavyEVP and CHROAugust 18, 2018DateAgreements and Restric(cid:415)ve CovenantsIntellectual Property RightsYou hereby conﬁrm that inven(cid:415)ons, trade secrets and other work product produced by you or with yourpar(cid:415)cipa(cid:415)on during the term of your employment with Wiley, in any form (collec(cid:415)vely the “Work Product”)shall be deemed work for hire on behalf of Wiley and you agree that Wiley shall be the sole owner of theWork Product, and all underlying rights therein, in all media now known or hereinafter devised, throughoutthe universe and in perpetuity without any further obliga(cid:415)ons to you. If the Prior Work Product, the WorkProduct, or any por(cid:415)on thereof, is deemed not to be Work for Hire, you hereby irrevocably convey, transferand assign to Wiley, all rights, in all media now known or hereinafter devised, throughout the universe andin perpetuity, in and to the Prior Work Product and Work Product, including without limita(cid:415)on, all of yourright, (cid:415)tle and interest in the copyrights and patents thereto, free and clear of all liens and otherencumbrances. You shall make such applica(cid:415)ons, sign such papers (including without limita(cid:415)onassignments), take all righ(cid:414)ul oaths, and perform all acts as may be reasonably requested, during or afterthe term of your employment, with respect to evidencing ownership of the Prior Work Product and WorkProduct. You shall assist Wiley to obtain any registra(cid:415)ons covering Prior Work Product and Work Productassigned hereunder to Wiley and you hereby irrevocably designate and appoint Wiley and its dulyauthorized oﬃcers and agents as your a(cid:425)orney in fact, to act for and in your behalf and stead, to executeand further the prosecu(cid:415)on and issuance of registra(cid:415)ons thereon with the same legal force and eﬀect as ifexecuted by you.Protec(cid:415)on of Conﬁden(cid:415)al Informa(cid:415)onYou acknowledge that during the course of employment with Wiley, you may be privy to certainconﬁden(cid:415)al informa(cid:415)on which may be communicated to you verbally or in wri(cid:415)ng, rela(cid:415)ng to Wiley, itsbusinesses, its customers, trade secrets, know-how, inven(cid:415)ons, techniques, processes, algorithms, softwareprograms, hardware designs, schema(cid:415)cs, designs, contracts, customer lists, ﬁnancial informa(cid:415)on, sales andmarke(cid:415)ng plans, business plans and informa(cid:415)on, products, current and poten(cid:415)al business partners,customers or other third par(cid:415)es (collec(cid:415)vely, “Third Par(cid:415)es”), or other informa(cid:415)on which is not known tothe public, and which may include material developed by you. You acknowledge that all such informa(cid:415)on isand shall be deemed to be “Conﬁden(cid:415)al Informa(cid:415)on” belonging to Wiley or Third Par(cid:415)es. You agree toprotect such Conﬁden(cid:415)al Informa(cid:415)on from disclosure with the same degree of care that you normally useto protect your own conﬁden(cid:415)al informa(cid:415)on, but not less than reasonable care, shall not divulge any suchConﬁden(cid:415)al Informa(cid:415)on to anyone and shall not make use of the same without prior wri(cid:425)en consent ofWiley. All Conﬁden(cid:415)al Informa(cid:415)on is and shall remain the property of Wiley (or the applicable Third Party),and you shall not acquire any rights therein. At the conclusion of your employment by Wiley, you shallpromptly return all Wiley materials, including Conﬁden(cid:415)al Informa(cid:415)on, in your possession and shall notretain any copies of any such material. In addi(cid:415)on, both par(cid:415)es agree that this agreement is conﬁden(cid:415)aland that neither of us shall disclose its contents to others without the other’s prior approval.Business Opportuni(cid:415)esShould your role with Wiley expose you to business opportuni(cid:415)es that might be a(cid:425)rac(cid:415)ve to Wiley as wellas to others (including yourself), you agree to give Wiley considera(cid:415)on of any opportunity before you allowothers to consider the opportunity.Non-Compete, Non-Solicita(cid:415)onDuring your employment with Wiley, you have and shall become familiar with Wiley’s trade secrets,informa(cid:415)on related to the opera(cid:415)ons, products and services of the Wiley, and with other Conﬁden(cid:415)alInforma(cid:415)on concerning Wiley, its aﬃliates and companies acquired by Wiley. Therefore, during youremployment period and for a period of one year thereafter, you agree that you shall not directly orindirectly own any interest in, manage, control, par(cid:415)cipate in, consult with, or render services for anycompany or individual that competes with Wiley.During your employment and for a period of one year thereafter, you agree that you shall not directly, orindirectly through another en(cid:415)ty, (i) induce or a(cid:425)empt to induce any employee of Wiley or any aﬃliate toleave the employ of Wiley or such aﬃliate, or in any way interfere with the rela(cid:415)onship between Wiley orany aﬃliate and any employee thereof, (ii) hire any person who was an employee of Wiley or any aﬃliate atany (cid:415)me during your employment with Wiley or (iii) induce or a(cid:425)empt to induce any customer, supplier,licensee, licensor, franchisee or other business rela(cid:415)on of Wiley or any aﬃliate to cease doing businesswith Wiley or such aﬃliate, or in any way interfere with the rela(cid:415)onship between any such customer,supplier, licensee, licensor, franchisee or business rela(cid:415)on and Wiley or any aﬃliate (including, withoutlimita(cid:415)on, making any nega(cid:415)ve statements or communica(cid:415)ons about Wiley or its aﬃliates).You agree that during the term of your employment with Wiley, you will devote full (cid:415)me to the business ofWiley and will not engage in any ac(cid:415)vity that conﬂicts with your obliga(cid:415)ons to Wiley.Representa(cid:415)onsYou hereby represent and warrant that: (a) you have the right to enter into this Agreement, to grant therights granted in this Agreement and to perform fully all their obliga(cid:415)ons under this Agreement. Noconsent of any other person or en(cid:415)ty is necessary for you to enter into and fully perform this Agreementand you have not done and shall not do any act and have not made and shall not make any grant,assignment or agreement which shall or would likely conﬂict or interfere with the complete enjoyment ofall of Wiley’s rights under this Agreement; (b) the material contributed by you, including without limita(cid:415)on,any Work Product, (i) shall not violate or infringe in any way upon the rights of others, including, withoutlimita(cid:415)on, any copyright, patent, trademark or other proprietary right or the right of privacy or publicity, (ii)shall not contain any libelous, obscene or other unlawful ma(cid:425)er, and (iii) shall not violate any applicablelaw.Modiﬁca(cid:415)onIt is the inten(cid:415)on of the par(cid:415)es to make these restric(cid:415)ve covenants and agreements binding to the fullestextent permi(cid:425)ed under exis(cid:415)ng applicable laws. In the event that any part of any of these restric(cid:415)vecovenants and agreements is determined by a court of law of competent jurisdic(cid:415)on to be overly broad ortoo long in dura(cid:415)on or otherwise objec(cid:415)onable, thereby making the covenants unenforceable, the par(cid:415)eshereto agree, and it is their desire, that such a court shall subs(cid:415)tute a reasonable judicial enforceablelimita(cid:415)on in place of the oﬀensive partof the covenant, and that as so modiﬁed the covenant shall be as fully enforceable as if set forth herein bythe par(cid:415)es themselves in the modiﬁed form.GeneralThis document, those documents expressly referred to herein and other documents of even date herewithembody the complete agreement and understanding among the par(cid:415)es and supersede and preempt anyprior understandings, agreements or representa(cid:415)ons by or among the par(cid:415)es, wri(cid:425)en or oral, which mayhave related to the subject ma(cid:425)er hereof in any way. This document may be signed in one or morecounterparts, each of which once signed shall be deemed to be an original. All such counterparts togethershall cons(cid:415)tute one and the same instrument.For Wiley/s/ Archana Singh/s/ Ma(cid:425)hew LeavyArchana SinghMa(cid:425)hew LeavyEVP and CHROAugust 18, 2018DateExhibit 21SUBSIDIARIES OF JOHN WILEY & SONS, INC. (1)As of April 30, 2023Jurisdiction In WhichIncorporatedWiley edu, LLCDelawareWiley Periodicals LLCDelawareInscape Publishing LLCDelawareAtypon Systems LLCDelawareMadgex Inc.DelawareProfiles International, LLCTexasPIIEU LtdUnited KingdomZyante Inc.DelawareJohn Wiley & Sons Canada LtdCanadaConsultants M Trois IncCanadaWiley Publishing LLCDelawareWiley India Private Ltd.IndiaWiley APAC Services LLPIndiaWWL LLCDelawareWiley Global Technology (Private) LimitedSri LankaJohn Wiley & Sons Rus LLCRussiaWiley International LLCDelawareJohn Wiley & Sons (HK) LimitedHong Kong Wiley HK2 LimitedHong KongWiley Europe Investment Holdings, Ltd.United KingdomWiley Europe Ltd.United Kingdom Wiley Heyden Ltd.United Kingdom John Wiley & Sons, Ltd.United Kingdom E-Learning SASFrance mThree Corporate Consulting LimitedUnited States mThree Corporate Consulting LimitedUnited Kingdom Atypon Systems Ltd UKUnited Kingdom John Wiley & Sons Singapore Pte. Ltd.Singapore John Wiley & Sons Commercial Service (Beijing) Co., Ltd.ChinaMadgex Holdings LtdUnited KingdomHindawi LimitedUnited KingdomBlackwell Science (Overseas Holdings)United Kingdom Wiley-VCH GmbHGermany Atypon GmbHGermanyErnst & Sohn GmbHGermany Wiley-VHCA AGSwitzerland John Wiley & Sons A/SDenmarkWiley Publishing Japan KKJapan Wiley Publishing Australia Pty Ltd.AustraliaJohn Wiley and Sons Australia, Ltd.Australia J Wiley Ltd.United KingdomCrossKnowledge Group LimitedUnited Kingdom(1)The names of other subsidiaries that would not constitute a significant subsidiary in the aggregate have been omitted.Exhibit 23CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe consent to the incorporation by reference in the registration statements (No. 033-62605, 333-93691,333-123359, 333-167697, 333-265700, and 333-267661) on Form S-8 of our reports dated June 26, 2023,with respect to the consolidated financial statements and financial statement schedule II of John Wiley &Sons, Inc. and the effectiveness of internal control over financial reporting./s/ KPMG LLPNew York, New YorkJune 26, 2023Exhibit 31.1CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002I, Brian A. Napack, certify that:1. I have reviewed this annual report on Form 10-K of John Wiley & Sons, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities, particularly during the period inwhich this report is being prepared;b. Designed such internal control over financial reporting, or caused such internal control over financial reporting tobe designed under our supervision, to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples;c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation; andd. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred duringthe registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) thathas materially affected or is reasonably likely to materially affect the registrant’s internal control over financialreporting; and5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (orpersons performing the equivalent functions):a. All significant deficiencies and material weaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize andreport financial information; andb. Any fraud, whether or not material, that involves management or other employees who have a significant role inthe registrant’s internal control over financial reporting.By:/s/ Brian A. NapackBrian A. NapackPresident and Chief Executive OfficerDated: June 26, 2023Exhibit 31.2CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002I, Christina Van Tassell, certify that:1. I have reviewed this annual report on Form 10-K of John Wiley & Sons, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities, particularly during the period inwhich this report is being prepared;b. Designed such internal control over financial reporting, or caused such internal control over financial reporting tobe designed under our supervision, to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples;c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation; andd. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred duringthe registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) thathas materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financialreporting; and5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (orpersons performing the equivalent functions):a. All significant deficiencies and material weaknesses in the design or operation of internal controls over financialreporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize andreport financial information; andb. Any fraud, whether or not material, that involves management or other employees who have a significant role inthe registrant’s internal control over financial reportingBy:/s/ Christina Van TassellChristina Van TassellExecutive Vice President and Chief Financial OfficerDated: June 26, 2023Exhibit 32.1CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the Annual Report of John Wiley & Sons, Inc. (the “Company”) on Form 10-K for the year ended April 30,2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian A. Napack, Presidentand Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 ofthe Sarbanes-Oxley Act of 2002, that based on my knowledge:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of1934; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and resultsof operations of the Company.By:/s/ Brian A. NapackBrian A. NapackPresident and Chief Executive OfficerDated: June 26, 2023Exhibit 32.2CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the Annual Report of John Wiley & Sons, Inc. (the “Company”) on Form 10-K for the year ended April 30,2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Christina Van Tassell,Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adoptedpursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on my knowledge:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of1934; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and resultsof operations of the Company.By:/s/ Christina Van TassellChristina Van TassellExecutive Vice President and Chief Financial OfficerDated: June 26, 2023

Continue reading text version or see original annual report in PDF format above