CORRESP 1 filename1.htm Document
wileyimage.jpg
March 15, 2024

Division of Corporation Finance
Office of Manufacturing
United States Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549


Re:
John Wiley & Sons, Inc.
Form 10-K for the Fiscal Year Ended April 30, 2023
Filed June 26, 2023
File No. 001-11507


Dear Andi Carpenter:

This letter is submitted on behalf of John Wiley & Sons, Inc. (the “Company,” “we,” “our,” “us”) in response to the comments of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission set forth in your letter dated February 29, 2024 with respect to the Company’s Form 10-K for the Fiscal Year Ended April 30, 2023, filed June 26, 2023.

To assist your review, we have included the text of the Staff’s comments in italics below.

Form 10-K for the Year Ended April 30, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Segment Operating Results, page 36

1.We note you present the measure "Contribution to Profit" in each of the tables on pages 36 to 38 for segment operating results. The presentation of Contribution to Profit appears to represent a non-GAAP financial measure. Please advise and revise to comply with the disclosures requirements outlined in Item 10(e) of Regulation S-K. Your revised disclosure should include, among other items, a reconciliation with the most directly comparable financial measure calculated in accordance with GAAP and the reason(s) why management believes the presentation of the non-GAAP measures provides useful information to investors and any additional purposes for which management uses to the non-GAAP financial measure. The reason(s) should be specific to the measure.

Company Response:

We acknowledge the Staff’s comment and have updated our presentation to remove the measure “Contribution to Profit” in our Form 10-Q beginning with the quarterly period ended January 31, 2024, filed on March 8, 2024, and will also update future filings. Included below in the response to comment 2 we have presented this change. As disclosed in our Form 10-K for the year ended April 30, 2023, in Note 20 - Segment Information, the performance metric used by our chief operating decision maker to evaluate performance of our reportable segments is referred to as “Adjusted Contribution to Profit.” The sum of our reportable segments and Corporate expense category “Adjusted Contribution to Profit” equals our total company non-GAAP “Adjusted Operating Income.” We reconcile total company GAAP operating income to total company non-GAAP “Adjusted Operating Income” in Management's Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”).

wileyimage.jpg




2.We note you include the non-GAAP measure Adjusted EBITDA on a segment basis in each of the tables on pages 36 to 38. It does not appear you have provided reconciliations of the respective amounts on a segment basis to the most directly comparable financial measure calculated in accordance with GAAP. Also, we note your reconciliation of consolidated Adjusted EBITDA to Net Income on page 33, however, the individual Adjusted EBITDA amounts in each of the segment operating results tables do not appear to sum to the total consolidated Adjusted EBITDA amount. Please advise and revise to comply with the disclosures required by in Item 10(e) of Regulation S-K.

Company Response:

We acknowledge the Staff’s comment and as noted in our response to comment 1, in our Form 10-Q for the quarterly period ended January 31, 2024, filed on March 8, 2024, we have updated our presentation to remove the measure “Contribution to Profit.” We will also update our presentation in future filings. The presentation includes a reconciliation of our GAAP segment measure of profit or loss referred to as “Adjusted Contribution to Profit” to non-GAAP “Adjusted EBITDA” for each segment. The individual “Adjusted EBITDA” amounts by segment need to be summed with our Corporate expense category and then reduced by the “Adjusted EBITDA” amounts for the Held for Sale or Sold segment in order to reconcile to total consolidated “Adjusted EBITDA.” We have updated our presentation in our Form 10-Q beginning with the quarterly period ended January 31, 2024, filed on March 8, 2024, to include a table for the Corporate expense category. We will also update our presentation in future filings.

Included below is the Segment Operating Results section of our MD&A from our Form 10-Q for the quarterly period ended January 31, 2024, filed on March 8, 2024, that reflects these updates.

Three Months Ended
January 31,		% Change
Favorable
(Unfavorable)
Constant Currency
% Change
Favorable
(Unfavorable)
RESEARCH20242023
Revenue:
Research Publishing $216,586$213,7201 %0 %
Research Solutions39,61339,880(1)%(1)%
Total Research Revenue256,199253,6001 %0 %
Cost of Sales69,90670,8061 %2 %
Operating Expenses117,961114,045(3)%(2)%
Amortization of Intangible Assets11,23411,5723 %4 %
Adjusted Contribution to Profit57,09857,1770 %0 %
Depreciation and amortization22,02923,1235 %6 %
Adjusted EBITDA$79,127$80,300(1)%(2)%
Adjusted EBITDA Margin30.9%31.7%  




wileyimage.jpg
Three Months Ended
January 31,
% Change
Favorable
(Unfavorable)
Constant Currency
% Change
Favorable
(Unfavorable)
LEARNING
20242023
Revenue:
Academic $87,216$82,8225 %5 %
Professional59,11860,421(2)%(3)%
Total Learning Revenue146,334143,2432 %2 %
Cost of Sales38,74440,7315 %5 %
Operating Expenses67,79470,2974 %4 %
Amortization of Intangible Assets2,2832,3473 %3 %
Adjusted Contribution to Profit37,51329,86826 %25 %
Depreciation and amortization13,81214,4905 %5 %
Adjusted EBITDA$51,325$44,35816 %15 %
Adjusted EBITDA Margin35.1%31.0%

Three Months Ended
January 31,
% Change
Favorable
(Unfavorable)
Constant Currency
% Change
Favorable
(Unfavorable)
HELD FOR SALE OR SOLD
20242023
Total Held for Sale or Sold Revenue$58,172$94,525(38)%(39)%
Cost of Sales35,01262,51444 %45 %
Operating Expenses19,04229,52736 %37 %
Amortization of Intangible Assets—6,049##
Adjusted Contribution to Profit4,118(3,565)##
Depreciation and amortization—10,890##
Adjusted EBITDA$4,118$7,325(44)%(45)%
Adjusted EBITDA Margin7.1%7.7%

Three Months Ended
January 31,
% Change
Favorable
(Unfavorable)
Constant Currency
% Change
Favorable
(Unfavorable)
CORPORATE EXPENSES
20242023
Operating Expenses$48,578$38,258(27)%(26)%
Adjusted Contribution to Profit(48,578)(38,258)(27)%(26)%
Depreciation and amortization9,6333,939##
Adjusted EBITDA$(38,945)$(34,319)(13)%(13)%

wileyimage.jpg
****

We acknowledge that the Company and its management are responsible for the accuracy and adequacy of its disclosures notwithstanding any review, comments, action or absence of action by the Staff.

Please feel free to contact Christopher Caridi, the Company's Senior Vice President, Global Corporate Controller and Chief Accounting Officer at ccaridi@wiley.com or (201) 748-6733, or me at cvantassell@wiley.com should you require any further information, or clarification, or have any questions.


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





cc:
John Wiley & Sons, Inc. Audit Committee
Matthew Kissner, Interim President and Chief Executive Officer
Deirdre Silver, Executive Vice President, General Counsel
Christopher Caridi, Senior Vice President, Global Corporate Controller and Chief Accounting Officer