8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

March 8, 2022

(Date of Report)

(Date of earliest event reported)

JOHN WILEY & SONS, INC.

(Exact name of registrant as specified in its charter)

New York

(State or other jurisdiction of incorporation)

001-11507	13-5593032
----------------------------------------------------	---------------------------------------------
(Commission File Number)	(IRS Employer Identification No.)
111 River Street, Hoboken New Jersey	07030
----------------------------------------------------	---------------------------------------------
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code:	(201) 748-6000
	---------------------------------------------

Not Applicable

 (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $1.00 per share	JW.A	New York Stock Exchange
Class B Common Stock, par value $1.00 per share	JW.B	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 2.02 Results of Operations and Financial Condition.

On March 8, 2022, John Wiley & Sons Inc., a New York corporation (the “Company”), issued a press release announcing the Company’s financial results for the third quarter fiscal year 2022. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On March 8, 2022, the Company held its third quarter fiscal 2022 earnings conference call. The Company is furnishing as Exhibit 99.2 to this Current Report on Form 8-K the presentation materials that were provided and discussed during the earnings conference call.

The information in these Items 2.02 and 7.01, including the exhibits hereto, (x) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and (y) shall not be incorporated by reference into any filing of the Company with the Securities and Exchange Commission, whether made before or after the date hereof, regardless of any general incorporation language in such filings (unless the Company specifically states that the information or exhibits in this particular report are incorporated by reference). The furnishing of the information set forth in this report is not intended to, and does not, constitute a determination or admission as to the materiality or completeness of such information.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description

99.1 - Press release dated March 8, 2022 “Wiley Reports Third Quarter Fiscal 2022 Results.”

99.2 - Presentation materials dated March 8, 2022.

104 - Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

JOHN WILEY & SONS, INC.

(Registrant)

By	/s/ Brian A. Napack
	Brian A. Napack
	President and
	Chief Executive Officer

By	/s/ Christina Van Tassell
	Christina Van Tassell
	Executive Vice President and Chief Financial Officer

Dated: March 8, 2022

EX-99.1

Wiley Reports Third Quarter Fiscal 2022 Results

March 8, 2022 - Hoboken, NJ – Wiley (NYSE: JW-A and JW-B), a global leader in scientific research and career-connected education, today announced results for the third quarter ended January 31, 2022.

THIRD QUARTER SUMMARY

• GAAP Results: Revenue of $516 million (+7%), Operating Income of $46 million (+34%), and EPS of $0.63 (+62%)

• Adjusted Results(at constant currency):  Revenue of $516 million (+7%), Adjusted EBITDA of $100 million (-5%), and Adjusted EPS of $0.95 (-9%)

NINE MONTHS SUMMARY

• GAAP Results: Revenue of $1,537 million (+9%), Operating Income of $161 million (+20%), EPS of $1.86 (-2%), Cash Provided by Operating Activities of $158 million (+2%)

• Adjusted Results (at constant currency):  Revenue of $1,537 million (+8%), Adjusted EBITDA of $322 million (+4%), Adjusted EPS of $3.09 (+4%), Free Cash Flow of $77 million (-3%)

MANAGEMENT COMMENTARY

“Wiley’s strategy to meet the world’s acute need for scientific research and career-connected education is allowing us to drive solid year-to-date performance and significant social impact,” said Brian Napack, President and CEO.  “We continue to benefit from strong competitive advantages, robust cash generation, and favorable long-term growth trends that benefit from the steadily rising demand to publish peer-reviewed research, the continued migration to digital, career-focused learning, and the need for employers to fill critical skill and talent gaps.”

THIRD QUARTER PERFORMANCE

GAAP Measures Unaudited ($millions except for EPS)		Q3 2022		Q3 2021	Change
Revenue	$	515.9	$	482.9		+7	%
Operating Income	$	46.0	$	34.3		+34	%
Diluted EPS	$	0.63	$	0.39		+62	%
Non-GAAP Measures		Q3 2022		Q3 2021	Change			Change Constant Currency
Revenue	$	515.9	$	482.9		+7	%		+7	%
Adjusted EBITDA	$	99.8	$	104.3		(4	%)		(5	%)
Adjusted EPS*	$	0.95	$	0.95		0	%		(9	%)

Excluding acquisitions and currency impact, revenue rose 4% for the quarter.

Wiley recorded an unfavorable FX variance of $2 million in Revenue and favorable FX variances of $0.7 million in Adjusted EBITDA and $0.09 in Adjusted EPS.

*Adjusted EPS:  In September 2021, Wiley changed how it reported Adjusted EPS metric to exclude the impact of certain non-cash items directly related to acquisitions, most notably the amortization of acquired intangible assets.  The Company does not consider these non-cash items to be indicative of its ongoing operating performance.

Revenue

• Research Publishing & Platforms rose 10% as reported and at constant currency or 5% excluding acquisitions, driven by growth in publishing, corporate solutions, and platforms.

• Academic & Professional Learning declined 2% as reported and 1% at constant currency due to lower US college enrollment and aneasing of prior-year COVID-related tailwinds for education content and courseware and professional publishing, offsetting continued recovery in corporate training.

• Education Services increased 18% as reported and at constant currency, driven by a doubling of revenue for Talent Development (formerly mthree) offsetting a 3% decline in University Services (formerly OPM) mainly from lower US student enrollment.

Adjusted EBITDA

• Research Publishing & Platforms rose 4% at constant currency, primarily driven by revenue growth partially offset by investments in growth initiatives.  Q3 Adjusted EBITDA margin of 33%.

• Academic & Professional Learning rose 4% at constant currency, with cost savings offsetting lower revenue.  Q3 Adjusted EBITDA margin of 30%.

• Education Services declined 14% at constant currency mainly due to investments to further accelerate growth in Talent Development.  Q3 Adjusted EBITDA margin of 13%.

• Adjusted Corporate Expenses were 22% higher mainly due to higher technology and employee costs.

EPS

• GAAP EPS was $0.63 as compared to $0.39 in the prior year period.  The favorable variance was mainly driven by a prior year restructuring charge of $21 million, or $0.28 per share.

• Adjusted EPS was down 9% at constant currency mainly driven by higher operating expenses and employee-related costs.

Cash Flow, Balance Sheet, and Capital Allocation

• Net Cash Provided by Operating Activities (nine months) was $158 million compared to $155 million in the prior year period due to favorable changes in working capital.

• Free Cash Flow less Product Development Spending (nine months) was $77 million as compared to $80 million in the prior year driven by higher capex.

• Net Debt-to-EBITDA ratio (trailing twelve months) at quarter-end was 1.9 compared to 2.2 in the prior year period.

• Acquisitions:  During the quarter, Wiley acquired student acquisition company, XYZ Media, and open research service provider, eJournal Press.

• Share Repurchases:  During the quarter,the Company utilized approximately $7.5 million to repurchase approximately 135,000 shares at an average cost per share of $55.40.

FISCAL YEAR 2022 OUTLOOK

Given its year-to-date performance and leading indicators, the Company is reaffirming its full year outlook.

Metric ($millions, except EPS)	Fiscal 2020		Fiscal 2021		Fiscal 2022 Outlook
Revenue	$	1,831	$	1,942	$	2,070 to $2,100
Adjusted EBITDA	$	356	$	419	$	415 to $435
Adjusted EPS	$	3.30	$	4.00	$	4.00 to $4.25
Free Cash Flow	$	173	$	257	$	200 to $220

EARNINGS CONFERENCE CALL

Scheduled for today, March 8 at 10:00 am (ET).  Access webcast at investors.wiley.com, or directly at http://event.on24.com/wcc/r/3574356/B31C9ADF91B6B0ECEB3B1EE2286E98AF.  US callers, please dial (888) 210-3346 and enter the participant code 2521217#.  International callers, please dial (646) 960-0253 and enter the participant code 2521217#.  

ABOUT WILEY

Wiley is a global leader in research and education, unlocking human potential by enabling discovery, powering education, and shaping workforces.  For over 200 years, Wiley has fueled the world’s knowledge ecosystem.  Today, our high-impact content, platforms, and services help researchers, learners, institutions, and corporations achieve their goals in an ever-changing world.  Visit us at  Wiley.com, Like us on Facebook and  Follow us on Twitter and LinkedIn.

NON-GAAP FINANCIAL MEASURES

Wiley provides non-GAAP financial measures and performance results such as “Adjusted EPS,” “EBITDA”, “Adjusted EBITDA,” “Adjusted Contribution to Profit,” “Adjusted Income before Taxes,” “Adjusted Income Tax Provision,” “Adjusted Effective Tax Rate,” “Free Cash Flow less Product Development Spending,” “organic revenue,” and results on a Constant Currency basis to assess underlying business performance and trends.  Management believes non-GAAP financial measures, which exclude the impact of restructuring charges and credits and certain other items, and the impact of acquisitions provide a useful comparable basis to analyze operating results and earnings.  See the reconciliations of non-GAAP financial measures and explanations of the uses of non-GAAP measures in the supplementary information.  We have not provided our 2022 outlook for the most directly comparable US GAAP financial measures, as they are not available without unreasonable effort due to the high variability, complexity, and low visibility with respect to certain items, including restructuring charges and credits, gains and losses on foreign currency, and other gains and losses.  These items are uncertain, depend on various factors, and could be material to our consolidated results computed in accordance with US GAAP.

FORWARD-LOOKING STATEMENTS

This release contains certain forward-looking statements concerning the Company's operations, performance, and financial condition.  Reliance should not be placed on forward-looking statements, as actual results may differ materially from those in any forward-looking statements.  Any such forward-looking statements are based upon a number of assumptions and estimates that are inherently subject to uncertainties and contingencies, many of which are beyond the control of the Company and are subject to change based on many important factors.  Such factors include, but are not limited to: (i) the level of investment by Wiley in new technologies and products; (ii) subscriber renewal rates for the Company's journals; (iii) the financial stability and liquidity of journal subscription agents; (iv) the consolidation of book wholesalers and retail accounts; (v) the market position and financial stability of key retailers; (vi) the seasonal nature of the Company's educational business and the impact of the used book market; (vii) worldwide economic and political conditions; (viii) the Company's ability to protect its copyrights and other intellectual property worldwide (ix) the ability of the Company to successfully integrate acquired operations and realize expected opportunities; (x) the Company’s ability to realize operating savings over time and in fiscal year 2022 in connection with our multi-year Business Optimization Program; (xi) the impact of COVID-19 on our operations, performance, and financial condition; and (xii) other factors detailed from time to time in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any such forward-looking statements to reflect subsequent circumstances.

CATEGORY: ALL CORPORATE NEWS

CATEGORY: EARNINGS RELEASES

JOHN WILEY & SONS, INC.
SUPPLEMENTARY INFORMATION (1)(2)
CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME
(Dollars in thousands, except per share information)
(unaudited)
	Three Months Ended						Nine Months Ended
	January 31,						January 31,
	2022			2021			2022			2021
Revenue, net	$	515,884		$	482,912		$	1,537,275		$	1,405,249
Costs and expenses:
Cost of sales		172,916			157,636			513,654			457,298
Operating and administrative expenses		275,475			251,242			800,254			735,778
Restructuring and related charges (credits)		448			20,675			(1,161	)		24,813
Amortization of intangible assets		21,056			19,032			63,683			53,089
Total costs and expenses		469,895			448,585			1,376,430			1,270,978
Operating income		45,989			34,327			160,845			134,271
As a % of revenue		8.9	%		7.1	%		10.5	%		9.6	%
Interest expense		(5,103	)		(4,853	)		(14,739	)		(13,928	)
Foreign exchange transaction losses		(488	)		(5,694	)		(1,488	)		(6,473	)
Gain on sale of certain assets		-			-			3,694			-
Other income, net		2,821			3,612			9,524			11,769
Income before taxes		43,219			27,392			157,836			125,639
Provision for income taxes		7,853			5,231			52,673			18,712
Effective tax rate		18.2	%		19.1	%		33.4	%		14.9	%
Net income	$	35,366		$	22,161		$	105,163		$	106,927
As a % of revenue		6.9	%		4.6	%		6.8	%		7.6	%
Earnings per share
Basic	$	0.63		$	0.40		$	1.89		$	1.91
Diluted	$	0.63		$	0.39		$	1.86		$	1.90
Weighted average number of common shares outstanding
Basic		55,701			55,984			55,789			55,967
Diluted		56,389			56,332			56,481			56,230
Notes:
(1) The supplementary information included in this press release for the three and nine months ended January 31, 2022 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission. In the three months ended January 31, 2022, we completed the acquisition of certain assets of XYZ Media Inc.(Education Services segment), the assets of the eJournalPress business (Research Publishing & Platforms segment), and one immaterial business in our Research Publishing & Platforms segment. In the nine months ended January 31, 2022, we also acquired certain assets of J&J Editorial Services, LLC. (Research Publishing & Platforms segment) and the acquisition of one immaterial business included in our Education Services segment.
(2) All amounts are approximate due to rounding.

JOHN WILEY & SONS, INC.
SUPPLEMENTARY INFORMATION (1) (2)
RECONCILIATION OF US GAAP MEASURES to NON-GAAP MEASURES
(unaudited)
Reconciliation of US GAAP EPS to Non-GAAP Adjusted EPS
		Three Months Ended						Nine Months Ended
		January 31,						January 31,
		2022			2021			2022			2021
US GAAP Earnings Per Share - Diluted		$	0.63		$	0.39		$	1.86		$	1.90
Adjustments:
	Restructuring and related charges (credits)		0.01			0.28			(0.02	)		0.33
	Foreign exchange losses (gains) on intercompany transactions		0.01			0.01			-			(0.01	)
	Amortization of acquired intangible assets (3)		0.30			0.27			0.93			0.77
	Gain on sale of certain assets (4)		-			-			(0.05	)		-
	Income tax adjustments (5) (6)		-			-			0.37			(0.13	)
Non-GAAP Adjusted Earnings Per Share - Diluted		$	0.95		$	0.95		$	3.09		$	2.86
Reconciliation of US GAAP Income Before Taxes to Non-GAAP Adjusted Income Before Taxes
		Three Months Ended						Nine Months Ended
(amounts in thousands)		January 31,						January 31,
			2022			2021			2022			2021
US GAAP Income Before Taxes		$	43,219		$	27,392		$	157,836		$	125,639
Pretax Impact of Adjustments:
	Restructuring and related charges (credits)		448			20,675			(1,161	)		24,813
	Foreign exchange losses (gains) on intercompany transactions		722			267			494			(1,071	)
	Amortization of acquired intangible assets		22,189			20,163			67,081			56,693
	Gain on sale of certain assets (4)		-			-			(3,694	)		-
Non-GAAP Adjusted Income Before Taxes		$	66,578		$	68,497		$	220,556		$	206,074
Reconciliation of US GAAP Income Tax Provision to Non-GAAP Adjusted Income Tax Provision, including our US GAAP Effective Tax Rate and our Non-GAAP Adjusted Effective Tax Rate
US GAAP Income Tax Provision		$	7,853		$	5,231		$	52,673		$	18,712
Income Tax Impact of Adjustments (7)
	Restructuring and related charges (credits)		114			4,965			(118	)		6,362
	Foreign exchange losses (gains) on intercompany transactions		239			87			258			(403	)
	Amortization of acquired intangible assets		4,834			4,691			15,097			13,324
	Gain on sale of certain assets (4)		-			-			(922	)		-
Income Tax Adjustments:
	Impact of increase in UK statutory rate on deferred tax balances (5)		-			-			(20,726	)		(6,772	)
	Impact of US CARES Act (6)		-			-			-			13,998
Non-GAAP Adjusted Income Tax Provision		$	13,040		$	14,974		$	46,262		$	45,221
US GAAP Effective Tax Rate			18.2	%		19.1	%		33.4	%		14.9	%
Non-GAAP Adjusted Effective Tax Rate			19.6	%		21.9	%		21.0	%		21.9	%
Notes:
(1)	See Explanation of Usage of Non-GAAP Performance Measures included in this supplementary information for additional details on the reasons why management believes presentation of each non-GAAP performance measure provides useful information to investors. The supplementary information included in this press release for the three and nine months ended January 31, 2022 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.
(2)	All amounts are approximate due to rounding.
(3)	Reflects the amortization of intangible assets established on the opening balance sheet for an acquired business. This includes the amortization of intangible assets such as developed technology, customer relationships, tradenames, etc., which is reflected in the "Amortization of intangible assets" line in the Condensed Consolidated Statements of Net Income. It also includes the amortization of acquired product development assets, which is reflected in "Cost of sales" in the Condensed Consolidated Statements of Net Income.
(4)	The gain on sale of certain assets is due to the sale of our world languages product portfolio which was included in our Academic & Professional Learning segment,and resulted in a pretax gain of approximately $3.7 million during the nine months ended January 31, 2022.
(5)	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 $20.7 million, or $0.37 per share non-cash deferred tax expense from the re-measurement of the Company’s applicable UK net deferred tax liabilities during the three months ended July 31, 2021. These adjustments impacted deferred taxes. In the three months ended July 31, 2020, the UK enacted legislation that increased its statutory rate from 17% to 19%. This resulted in a $6.7 million, or $0.12 per share non-cash deferred tax expense from the re-measurement of the Company’s applicable UK net deferred tax liabilities during the three months ended July 31, 2020. These adjustments impacted deferred taxes.
(6)	In connection with the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) and certain regulations, we carried back our April 30, 2020 US net operating loss (NOL) to our year ended April 30, 2015 and claimed a $20.7 million refund. The refund plus interest was received in February 2021. The NOL was carried back to fiscal year 2015 when the US corporate tax rate was 35.0%. The carryback to a year with a higher rate, plus certain additional net permanent deductions included in the carryback resulted in a $14.0 million tax benefit, or $(0.25) per share, $8.4 million from current taxes and $5.6 million from deferred taxes, for the nine months ended January 31, 2021.
(7)	For the three and nine months ended January 31, 2022 and 2021, substantially all of the tax impact was from deferred taxes.

JOHN WILEY & SONS, INC.
SUPPLEMENTARY INFORMATION (1)
RECONCILIATION OF US GAAP NET INCOME TO NON-GAAP EBITDA AND ADJUSTED EBITDA
(unaudited)
	Three Months Ended						Nine Months Ended
	January 31,						January 31,
	2022			2021			2022			2021
Net Income	$	35,366		$	22,161		$	105,163		$	106,927
Interest expense		5,103			4,853			14,739			13,928
Provision for income taxes		7,853			5,231			52,673			18,712
Depreciation and amortization		53,363			49,316			162,484			147,253
Non-GAAP EBITDA		101,685			81,561			335,059			286,820
Restructuring and related charges (credits)		448			20,675			(1,161	)		24,813
Foreign exchange transaction losses		488			5,694			1,488			6,473
Gain on sale of certain assets		-			-			(3,694	)		-
Other income, net		(2,821	)		(3,612	)		(9,524	)		(11,769	)
Non-GAAP Adjusted EBITDA	$	99,800		$	104,318		$	322,168		$	306,337
Adjusted EBITDA Margin		19.3	%		21.6	%		21.0	%		21.8	%
Notes:
(1) See Explanation of Usage of Non-GAAP Performance Measures included in this supplementary information for additional details on the reasons why management believes presentation of each non-GAAP performance measure provides useful information to investors. The supplementary information included in this press release for the three and nine months ended January 31, 2022 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.

JOHN WILEY & SONS, INC.
SUPPLEMENTARY INFORMATION (1)
SEGMENT RESULTS
(in thousands)
(unaudited)
							% Change
	Three Months Ended January 31,						Favorable (Unfavorable)
	2022			2021			Reported			Constant Currency
Research Publishing & Platforms:
Revenue, net
Research Publishing	$	248,884		$	229,327			9	%		9	%
Research Platforms		14,457			10,523			37	%		37	%
Total Revenue, net	$	263,341		$	239,850			10	%		10	%
Contribution to Profit	$	62,165		$	60,782			2	%		1	%
Adjustments:
Restructuring charges		-			83			100	%		100	%
Non-GAAP Adjusted Contribution to Profit	$	62,165		$	60,865			2	%		1	%
Depreciation and amortization		23,914			20,997			-14	%		-14	%
Non-GAAP Adjusted EBITDA	$	86,079		$	81,862			5	%		4	%
Adjusted EBITDA margin		32.7	%		34.1	%
Academic & Professional Learning:
Revenue, net
Education Publishing (2)	$	95,498		$	97,671			-2	%		-2	%
Professional Learning		75,135			75,955			-1	%		0	%
Total Revenue, net	$	170,633		$	173,626			-2	%		-1	%
Contribution to Profit	$	34,774		$	32,823			6	%		7	%
Adjustments:
Restructuring charges		215			328			34	%		34	%
Non-GAAP Adjusted Contribution to Profit	$	34,989		$	33,151			6	%		6	%
Depreciation and amortization		17,038			17,233			1	%		0	%
Non-GAAP Adjusted EBITDA	$	52,027		$	50,384			3	%		4	%
Adjusted EBITDA margin		30.5	%		29.0	%
Education Services:
Revenue, net
University Services (3)	$	55,090		$	56,725			-3	%		-3	%
Talent Development Services (2) (4)		26,820			12,711			#			#
Total Revenue, net	$	81,910		$	69,436			18	%		18	%
Contribution to Profit	$	2,654		$	5,210			-49	%		-49	%
Adjustments:
Restructuring charges		5			71			93	%		93	%
Non-GAAP Adjusted Contribution to Profit	$	2,659		$	5,281			-50	%		-49	%
Depreciation and amortization		8,260			7,493			-10	%		-10	%
Non-GAAP Adjusted EBITDA	$	10,919		$	12,774			-15	%		-14	%
Adjusted EBITDA margin		13.3	%		18.4	%
Corporate Expenses:	$	(53,604	)	$	(64,488	)		17	%		16	%
Adjustments:
Restructuring charges		228			20,193			99	%		99	%
Non-GAAP Adjusted Contribution to Profit	$	(53,376	)	$	(44,295	)		-21	%		-21	%
Depreciation and amortization		4,151			3,593			-16	%		-16	%
Non-GAAP Adjusted EBITDA	$	(49,225	)	$	(40,702	)		-21	%		-22	%
Consolidated Results:
Revenue, net	$	515,884		$	482,912			7	%		7	%
Operating Income	$	45,989		$	34,327			34	%		31	%
Adjustments:
Restructuring charges		448			20,675			98	%		98	%
Non-GAAP Adjusted Contribution to Profit	$	46,437		$	55,002			-16	%		-17	%
Depreciation and amortization		53,363			49,316			-8	%		-9	%
Non-GAAP Adjusted EBITDA	$	99,800		$	104,318			-4	%		-5	%
Adjusted EBITDA margin		19.3	%		21.6	%
Notes:
(1) The supplementary information included in this press release for the three and nine months ended January 31, 2022 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.
(2) In May 2021, we moved the WileyNXT product offering from Academic & Professional Learning – Education Publishing to Education Services – Talent Development Services. As a result, the prior period results related to the WileyNXT product offering have been included in Education Services - Talent Development Services. The Revenue, Adjusted Contribution to Profit and Adjusted EBITDA for WileyNXT was $0.5 million, $(0.2) million, and $(0.2) million, respectively, for the three months ended January 31, 2021. The Revenue, Adjusted Contribution to Profit and Adjusted EBITDA for WileyNXT was $1.6 million, $(0.4) million, and $(0.4) million, respectively, for the nine months ended January 31, 2021. There were no changes to our total consolidated financial results.
(3) University Services was previously referred to as Education Services OPM.
(4) Talent Development Services was previously referred to as mthree.
# Variance greater than 100%

JOHN WILEY & SONS, INC.
SUPPLEMENTARY INFORMATION (1)
SEGMENT RESULTS
(in thousands)
(unaudited)
							% Change
	Nine Months Ended January 31,						Favorable (Unfavorable)
	2022			2021			Reported			Constant Currency
Research Publishing & Platforms:
Revenue, net
Research Publishing	$	775,115		$	700,482			11	%		9	%
Research Platforms		38,136			31,512			21	%		21	%
Total Revenue, net	$	813,251		$	731,994			11	%		10	%
Contribution to Profit	$	218,004		$	204,688			7	%		6	%
Adjustments:
Restructuring charges (credits)		238			(352	)		#			#
Non-GAAP Adjusted Contribution to Profit	$	218,242		$	204,336			7	%		7	%
Depreciation and amortization		71,140			60,463			-18	%		-16	%
Non-GAAP Adjusted EBITDA	$	289,382		$	264,799			9	%		9	%
Adjusted EBITDA margin		35.6	%		36.2	%
Academic & Professional Learning:
Revenue, net
Education Publishing (2)	$	260,459		$	263,702			-1	%		-2	%
Professional Learning		225,967			206,269			10	%		9	%
Total Revenue, net	$	486,426		$	469,971			4	%		3	%
Contribution to Profit	$	83,997		$	62,552			34	%		33	%
Adjustments:
Restructuring (credits) charges		(79	)		1,902			#			#
Non-GAAP Adjusted Contribution to Profit	$	83,918		$	64,454			30	%		29	%
Depreciation and amortization		53,550			53,757			0	%		1	%
Non-GAAP Adjusted EBITDA	$	137,468		$	118,211			16	%		15	%
Adjusted EBITDA margin		28.3	%		25.2	%
Education Services:
Revenue, net
University Services (3)	$	167,565		$	163,248			3	%		2	%
Talent Development Services (2)(4)		70,033			40,036			75	%		70	%
Total Revenue, net	$	237,598		$	203,284			17	%		16	%
Contribution to Profit	$	1,548		$	12,962			-88	%		-89	%
Adjustments:
Restructuring (credits) charges		(23	)		294			#			#
Non-GAAP Adjusted Contribution to Profit	$	1,525		$	13,256			-88	%		-90	%
Depreciation and amortization		25,376			21,982			-15	%		-15	%
Non-GAAP Adjusted EBITDA	$	26,901		$	35,238			-24	%		-24	%
Adjusted EBITDA margin		11.3	%		17.3	%
Corporate Expenses:	$	(142,704	)	$	(145,931	)		2	%		2	%
Adjustments:
Restructuring (credits) charges		(1,297	)		22,969			#			#
Non-GAAP Adjusted Contribution to Profit	$	(144,001	)	$	(122,962	)		-17	%		-17	%
Depreciation and amortization		12,418			11,051			-12	%		-12	%
Non-GAAP Adjusted EBITDA	$	(131,583	)	$	(111,911	)		-18	%		-17	%
Consolidated Results:
Revenue, net	$	1,537,275		$	1,405,249			9	%		8	%
Operating Income	$	160,845		$	134,271			20	%		19	%
Adjustments:
Restructuring (credits) charges		(1,161	)		24,813			#			#
Non-GAAP Adjusted Contribution to Profit	$	159,684		$	159,084			0	%		0	%
Depreciation and amortization		162,484			147,253			-10	%		-10	%
Non-GAAP Adjusted EBITDA	$	322,168		$	306,337			5	%		4	%
Adjusted EBITDA margin		21.0	%		21.8	%
# Variance greater than 100%

JOHN WILEY & SONS, INC.
SUPPLEMENTARY INFORMATION (1)
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(in thousands)
(unaudited)
	January 31,		April 30,
	2022		2021
Assets:
Current assets
Cash and cash equivalents	$	109,444	$	93,795
Accounts receivable, net		267,988		311,571
Inventories, net		39,726		42,538
Prepaid expenses and other current assets		74,412		78,393
Total current assets		491,570		526,297
Product development assets, net		44,350		49,517
Royalty advances, net		36,523		39,582
Technology, property and equipment, net		271,984		282,270
Intangible assets, net		970,893		1,015,302
Goodwill		1,325,964		1,304,340
Operating lease right-of-use assets		118,155		121,430
Other non-current assets		118,545		107,701
Total assets	$	3,377,984	$	3,446,439
Liabilities and shareholders' equity:
Current liabilities
Accounts payable	$	76,743	$	95,791
Accrued royalties		141,304		78,582
Short-term portion of long-term debt		15,625		12,500
Contract liabilities		355,846		545,425
Accrued employment costs		105,286		144,744
Accrued income taxes		16,804		8,590
Short-term portion of operating lease liabilities		21,598		22,440
Other accrued liabilities		88,275		80,900
Total current liabilities		821,481		988,972
Long-term debt		902,045		809,088
Accrued pension liability		115,860		146,247
Deferred income tax liabilities		182,899		172,903
Operating lease liabilities		139,587		145,832
Other long-term liabilities		96,594		92,106
Total liabilities		2,258,466		2,355,148
Shareholders' equity		1,119,518		1,091,291
Total liabilities and shareholders' equity	$	3,377,984	$	3,446,439
Notes:
(1) The supplementary information included in this press release for January 31, 2022 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.

JOHN WILEY & SONS, INC.
SUPPLEMENTARY INFORMATION (1)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
	Nine Months Ended
	January 31,
	2022			2021
Operating activities:
Net income	$	105,163		$	106,927
Amortization of intangible assets		63,683			53,089
Amortization of product development assets		26,662			25,323
Depreciation and amortization of technology, property, and equipment		72,139			68,841
Other noncash charges		69,347			84,366
Net change in operating assets and liabilities		(178,510	)		(183,720	)
Net cash provided by operating activities		158,484			154,826
Investing activities:
Additions to technology, property, and equipment		(60,668	)		(58,176	)
Product development spending		(20,388	)		(17,103	)
Businesses acquired in purchase transactions, net of cash acquired		(70,620	)		(298,590	)
Proceeds related to the sale of certain assets		3,375			-
Acquisitions of publication rights and other		(3,750	)		(18,524	)
Net cash used in investing activities		(152,051	)		(392,393	)
Financing activities:
Net debt borrowings		105,334			174,170
Cash dividends		(57,900	)		(57,802	)
Purchases of treasury shares		(24,867	)		(7,063	)
Other		(9,468	)		6,538
Net cash provided by financing activities		13,099			115,843
Effects of exchange rate changes on cash, cash equivalents and restricted cash		(3,875	)		10,631
Change in cash, cash equivalents and restricted cash for period		15,657			(111,093	)
Cash, cash equivalents and restricted cash - beginning		94,359			203,047
Cash, cash equivalents and restricted cash - ending	$	110,016		$	91,954
CALCULATION OF NON-GAAP FREE CASH FLOW LESS PRODUCT DEVELOPMENT SPENDING (2)
	Nine Months Ended
	January 31,
		2022			2021
Net cash provided by operating activities	$	158,484		$	154,826
Less: Additions to technology, property, and equipment		(60,668	)		(58,176	)
Less: Product development spending		(20,388	)		(17,103	)
Free cash flow less product development spending	$	77,428		$	79,547
Notes:
(1) The supplementary information included in this press release for the nine months ended January 31, 2022 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.
(2) See Explanation of Usage of Non-GAAP Performance Measures included in this supplemental information.

JOHN WILEY & SONS, INC.

EXPLANATION OF USAGE OF NON-GAAP PERFORMANCE MEASURES

In this earnings release and supplemental information, management may present the following non-GAAP performance measures:

•        Adjusted Earnings Per Share (Adjusted EPS);

•        Free Cash Flow less Product Development Spending;

•        Adjusted Contribution to Profit and margin;

•        Adjusted 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.

Management uses these non-GAAP performance measures as supplemental indicators of our operating performance and financial position as well as for internal reporting and forecasting purposes, when publicly providing our outlook, to evaluate our performance and calculate incentive compensation.

We present these non-GAAP performance measures in addition to US GAAP financial results because we believe that these non-GAAP performance measures provide useful information to certain investors and financial analysts for operational trends and comparisons over time. The use of these non-GAAP performance measures may also provide a consistent basis to evaluate operating profitability and performance trends by excluding items that we do not consider to be controllable activities for this purpose.

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

For example:

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

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

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

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

We have not provided our 2022 outlook for the most directly comparable US GAAP financial measures, as they are not available without unreasonable effort due to the high variability, complexity, and low visibility with respect to certain items, including restructuring charges and credits, gains and losses on foreign currency, and other gains and losses. These items are uncertain, depend on various factors, and could be material to our consolidated results computed in accordance with US GAAP.

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

EX-99.2

 March 8, 2022  Third Quarter Fiscal 2022 Earnings Review    

 SAFE HARBOR STATEMENTThis presentation contains certain forward-looking statements concerning the Company's operations, performance, and financial condition. Reliance should not be placed on forward-looking statements, as actual results may differ materially from those in any forward-looking statements. Any such forward-looking statements are based upon many assumptions and estimates that are inherently subject to uncertainties and contingencies, many of which are beyond the control of the Company and are subject to change based on many important factors. Such factors include, but are not limited to: (i) the level of investment in new technologies and products; (ii) subscriber renewal rates for the Company's journals; (iii) the financial stability and liquidity of journal subscription agents; (iv) the consolidation of book wholesalers and retail accounts; (v) the market position and financial stability of key retailers; (vi) the seasonal nature of the Company's educational business and the impact of the used book market; (vii) worldwide economic and political conditions; (viii) the Company's ability to protect its copyrights and other intellectual property worldwide (ix) the ability of the Company to successfully integrate acquired operations and realize expected opportunities; (x) the Company’s ability to realize operating savings over time and in fiscal year 2022 in connection with our multi-year Business Optimization Program; (xi) the impact of COVID-19 on our operations, performance, and financial condition; and (xii) other factors detailed from time to time in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any such forward-looking statements to reflect subsequent events or circumstances.  NON-GAAP MEASURESIn this presentation, management provides the following non-GAAP performance measures:Adjusted Earnings Per Share (“Adjusted EPS”);Free Cash Flow less Product Development Spending;Adjusted Contribution to Profit (“Adjusted CTP”) and margin;Adjusted EBITDA and margin;Organic revenue; andResults on a constant currency (“CC”) basis.Management believes non-GAAP financial measures, which exclude the impact of restructuring charges and credits and other items, provide supplementary information to support analyzing operating results and earnings and are commonly used by shareholders to measure our performance. Free Cash Flow less Product Development Spending helps assess our ability over the long term to create value for our shareholders. Results on a constant currency basis removes distortion from the effects of foreign currency movements to provide better comparability of our business trends from period to period applying the same foreign currency exchange rates for the current and equivalent prior period. We have not provided our 2022 outlook for the most directly comparable U.S. GAAP financial measures, as they are not available without unreasonable effort due to the high variability, complexity, and low visibility with respect to certain items, including restructuring charges and credits, gains and losses on foreign currency, and other gains and losses. These items are uncertain, depend on various factors, and could be material to our consolidated results computed in accordance with U.S. GAAP. 

 Wiley unlocks human potential by powering discovery and learning 

 Research Publishing  Research Solutions  Education Products  Education Services    Cross the divide to lead the transition to open research  Bridge the gap to connect education to career outcomes  Consistent strategies aligned with seismic trends 

 Consistent strategies driving solid performance   Revenue  $ millions  Adjusted EBITDA  $ millions  6-7% CAGR  8-11% CAGR 

             Consistent strategies driving global impact  Recent ESG Progress  Growth Strategies that Drive Social Good  Open research increases speed, accessibility, and impact of knowledgeCareer-connected education closes skill gaps and enables personal advancement  Certified 2021 Carbon Neutral and 100% Renewable Energy; second consecutive year S&P CSA Score tripled in latest annual assessment, now well above industry average  100%Corporate Equality Score  AESG Rating  Top 4%Low ESG Risk  Top 250Best Led Companies 

 Third Quarter 2022 Summary  Revenue*+7%$516M  GAAP EPS+62%$0.63  Adj. EPS-9%$0.95  Adj. EBITDA-5% $100M  All variances at constant currency except GAAP EPS*Q3 organic revenue +4%  Q3Summary  Strong momentum in open research, research partner solutions, and corporate talent development driving solid revenue growthUniversity services decline due to lower US college enrollment and COVID-related year-to-year variabilityEarnings performance as expected due to second half investments in Research and Education Services growth initiatives; YTD tracking well to guidance ranges 

 Research Publishing & Platforms  (millions)  Q3 2022  Change  Change CC  Research Publishing   $249  9%  9%  Research Platforms  $14  37%  37%       TOTAL REVENUE*  $263  10%  10%       ADJUSTED EBITDA  $86  5%  4%  ADJ. EBITDA MARGIN  33%      Q3Summary  *Organic revenue +5% (excluding acquisition and currency impacts)  Organic revenue growth driven by open access, platforms, and corporate solutionsSignificant momentum with transformative multi-year ‘read and publish’ agreements.  New signings with consortia in the US, Denmark, Israel, Rep of Korea, and SloveniaAcquired eJournal Press to complete end-to-end research solutions offeringProfit performance driven by higher revenue partially offset by investments to publish more and scale partner solutions; Q3 Adjusted EBITDA margin of 33% 

 Academic & Professional Learning  (millions)  Q3 2022  Change  Change CC  Education Publishing   $95  (2%)  (2%)  Professional Learning   $75  (1%)  0%       TOTAL REVENUE  $171  (2%)  (1%)       ADJUSTED EBITDA  $52  3%  4%  ADJ. EBITDA MARGIN  30%      Education Publishing decline mainly from US enrollment declines and the easing of pandemic-related tailwindsProfessional Learning even with prior year as continued recovery in corporate training was offset by modest declines in professional publishing Profit growth driven by business optimization; Q3 Adjusted EBITDA margin of 30%  Q3Summary 

 Education Services  Talent Development growth rapidly accelerating; signed five new corporate clients in different industry verticals and grew IT talent placements by 140% University Services performance reflects counter-cyclical challenges and easing of pandemic tailwinds Signed top 25 US institution; renewed two partners; added 22 new degree programsAcquired XYZ Media to meet universities’ biggest need: driving student enrollmentProfit performance as expected due to investment in Talent Development growth initiatives; Q3 Adjusted EBITDA margin of 13%  (millions)  Q3 2022  Change  Change CC  University Services  $55  (3%)  (3%)  Talent Development  $27  111%  112%       TOTAL REVENUE  $82  18%  18%       ADJUSTED EBITDA  $11  (15%)  (14%)  ADJ. EBITDA MARGIN  13%      Q3Summary 

 Financial Position and Outlook 

 Solid Performance Through Nine Months        $1,405  $1,537  Revenue +8%  Adjusted EPS +4%  Adjusted EBITDA +4%  $3.09      $2.86  $306  $322  Nine months revenue growth in line with expectations (+5% organic)Research +10% (+4% organic)Academic & Professional Learning +3%Education Services +16%YTD earnings increase reflects higher organic revenue partially offset by investments in growth initiatives  All variances at constant currency. YTD, Wiley recorded favorable FX variances of $17 million in Revenue and favorable FX variances of $2 million in Adjusted EBITDA and $0.11 in Adjusted EPS.  

 Financial Position and Capital Allocation  Cash Flow from Operations: $158M YTD vs. $155M prior year Free Cash Flow: $77M YTD vs. $80M prior year. Wiley FCF outlook for Fiscal 2022 is between $200M and $220M  Leverage: Net Debt/EBITDA ratio of 1.9 TTM inclusive of acquisitions vs. 2.2 in the prior yearLiquidity: $669M including $109M cash on hand and $560M of undrawn debt facilities M&A: $71M on acquisitions in Research and Education Services Dividends: Yield at 2.8% (as of March 7, 2022)  Share Repurchases: Acquired ~448K shares YTD for $25M at an average cost of $55.48/share   $65M  $83M  Dividends and RepurchasesYTD Allocation  

 Fiscal 2022 Outlook Reaffirmed  Metric (Millions, except EPS)  Fiscal 2020  Fiscal 2021  Fiscal 2022 Outlook  Revenue  $1,831  $1,942  $2,070 to $2,100  Adjusted EBITDA  $356  $419  $415 to $435  Adjusted EPS  $3.30  $4.00  $4.00 to $4.25  Free Cash Flow  $173  $257  $200 to $220   

     New Wiley Ticker Symbols  Change expected on or around April 1  Current Tickers  WLYWLYB  New Tickers  JW-AJW-B 

 Key Takeaways  Well-established growth strategies and sharp execution driving solid YTD performance; Wiley on track to surpass $2B in annual revenue for first time ever  Continued momentum in research publishing and solutions and corporate products and services offsetting counter-cyclical challenges in education content and university services  The long-term positive trends defining our markets continue, and Wiley’s growth strategies are tightly aligned with these trends  Strong balance sheet and cash flow generation enable robust capital allocation strategy to drive profitable growth and reward long-term shareholders 

 Thanks for joining us.  IR website at https://investors.wiley.com/Q4 2022 Earnings Call – June 15, 2022Contact us for follow-up at: brian.campbell@wiley.com 

 Appendix – Reconciliation of US GAAP to Non-GAAP EPS  (1)See Explanation of Usage of Non-GAAP Performance Measures included in this supplementary information for additional details on the reasons why management believes presentation of each non-GAAP performance measure provides useful information to investors. The supplementary information included in this press release for the three and nine months ended January 31, 2022 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission. (2)All amounts are approximate due to rounding. (3)Reflects the amortization of intangible assets established on the opening balance sheet for an acquired business. This includes the amortization of intangible assets such as developed technology, customer relationships, tradenames, etc., which is reflected in the "Amortization of intangible assets" line in the Condensed Consolidated Statements of Net Income. It also includes the amortization of acquired product development assets, which is reflected in "Cost of sales" in the Condensed Consolidated Statements of Net Income. (4)The gain on sale of certain assets is due to the sale of our world languages product portfolio which was included in our Academic & Professional Learning segment, and resulted in a pretax gain of approximately $3.7 million during the nine months ended January 31, 2022.  

 Appendix – Reconciliation of Net Income to Adjusted EBITDA 

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