~~Index~~

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

This report contains certain “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 concerning our business, consolidated financial condition and results of operations. The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking information so that investors can better understand a company’s prospects and make informed investment decisions. Forward-looking statements are subject to risks and uncertainties, many of which are outside our control, which could cause actual results to differ materially from these statements. Therefore, you should not rely on any of these forward-looking statements. Forward-looking statements can be identified by such words as “anticipates,” “believes,” “plan,” “assumes,” “could,” “should,” “estimates,” “expects,” “intends,” “potential,” “seek,” “predict,” “may,” “will” and similar references to future periods. All statements other than statements of historical facts included in this report regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding our fiscal year 2020 outlook, anticipated restructuring charges and savings, operations, performance, and financial condition. Reliance should not be placed on forward-looking statements, as actual results may differ materially from those in any forward-looking statements. Any such forward-looking statements are based upon many assumptions and estimates that are inherently subject to uncertainties and contingencies, many of which are beyond our control, and are subject to change based on many important factors. Such factors include, but are not limited to (i) the level of investment in new technologies and products; (ii) subscriber renewal rates for our journals; (iii) the financial stability and liquidity of journal subscription agents; (iv) the consolidation of book wholesalers and retail accounts; (v) the market position and financial stability of key retailers; (vi) the seasonal nature of our educational business and the impact of the used book market; (vii) worldwide economic and political conditions; (viii) our ability to protect our copyrights and other intellectual property worldwide; (ix) our ability to successfully integrate acquired operations and realize expected opportunities; (x) the ability to realize operating savings over time and in fiscal year 2020 in connection with our multi-year Business Optimization Program; and (xi) other factors detailed from time to time in our filings with the SEC. We undertake no obligation to update or revise any such forward-looking statements to reflect subsequent events or circumstances.

Please refer to Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K and as revised and updated by our Quarterly Reports in Form 10-Q for important factors that we believe could cause actual results to differ materially from those in our forward-looking statements. Any forward-looking statement made by us in this report is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Non-GAAP Financial Measures:

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

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

●

Adjusted Earnings Per Share (“Adjusted EPS”);

●

Free Cash Flow less Product Development Spending;

●

Adjusted Revenue;

●

Adjusted Operating Income and margin;

●

Adjusted Contribution to Profit and margin;

●

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 for internal reporting and forecasting purposes, when publicly providing ~~its~~our outlook, to evaluate our performance and to evaluate and calculate incentive compensation. We present these non-GAAP performance measures in addition to U.S. 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 certain items that we do not consider to be controllable activities for this purpose.

Index

For example:

●

Adjusted EPS, Adjusted Revenue, Adjusted Operating ~~Profit,~~Income, Adjusted Contribution to Profit, Adjusted EBITDA, and organic revenue 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 before 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 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 U.S. 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 2020 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.

Non-GAAP performance measures do not have standardized meanings prescribed by U.S. 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 U.S. GAAP. The adjusted metrics have limitations as analytical tools and should not be considered in isolation from or as a substitute for U.S. GAAP information. It does not purport to represent any similarly titled U.S. GAAP information and is not an indicator of our performance under U.S. GAAP. Non-U.S. 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-U.S. GAAP measures.

Index

JOHN WILEY & SONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION – UNAUDITED

In thousands

	October 31, 2019			April 30, 2019			January 31, 2020			April 30, 2019

Assets:
Current Assets
Cash and cash equivalents	$	107,744		$	92,890		$	117,355		$	92,890
Accounts receivable, net		235,466			294,867			301,521			306,631
Inventories, net		45,032			35,582			43,139			35,582
Prepaid expenses and other current assets		58,926			67,441			71,075			67,441
Total Current Assets		447,168			490,780			533,090			502,544

Product Development Assets, net		57,394			62,470			55,071			62,470
Royalty Advances, net		16,473			36,185			42,761			36,185
Technology, Property and Equipment, net		294,761			289,021			297,073			289,021
Intangible Assets, net		880,613			865,572			925,934			865,572
Goodwill		1,143,197			1,095,666			1,226,257			1,095,666
Operating Lease Right-of-Use Assets		145,886			—			142,308			—
Other Non-Current Assets		97,279			97,308			102,089			97,308
Total Assets	$	3,082,771		$	2,937,002		$	3,324,583		$	2,948,766

Liabilities and Shareholders' Equity:
Current Liabilities
Accounts payable	$	74,425		$	90,980		$	63,838		$	90,980
Accrued royalties		91,438			78,062			135,813			78,062
Short-term portion of long-term debt		6,250			—			7,813			—
Contract liabilities		248,653			507,365			413,126			519,129
Accrued employment costs		74,727			97,230			88,414			97,230
Accrued income taxes		3,294			21,025			9,500			21,025
Short-term portion of operating lease liabilities		18,409			—			18,950			—
Other accrued liabilities		68,446			75,900			77,084			75,900
Total Current Liabilities		585,642			870,562			814,538			882,326

Long-Term Debt		788,360			478,790			789,645			478,790
Accrued Pension Liability		152,707			166,331			145,207			166,331
Deferred Income Tax Liabilities		137,295			143,775			146,703			143,775
Operating Lease Liabilities		164,622			—			160,781			—
Other Long-Term Liabilities		75,149			96,197			70,474			96,197
Total Liabilities		1,903,775			1,755,655			2,127,348			1,767,419

Shareholders’ Equity
Preferred Stock, $1 par value: Authorized – 2 million, Issued 0		—			—			—			—
Class A Common Stock, $1 par value: Authorized - 180 million, Issued 70,149 and 70,127 as of October 31, 2019 and April 30, 2019, respectively		70,149			70,127
Class B Common Stock, $1 par value: Authorized - 72 million, Issued 13,033 and 13,055 as of October 31, 2019 and April 30, 2019, respectively		13,033			13,055
Class A Common Stock, $1 par value: Authorized - 180 million, Issued 70,156 and 70,127 as of January 31, 2020 and April 30, 2019, respectively								70,156			70,127
Class B Common Stock, $1 par value: Authorized - 72 million, Issued 13,026 and 13,055 as of January 31, 2020 and April 30, 2019, respectively								13,026			13,055
Additional paid-in-capital		429,968			422,305			433,018			422,305
Retained earnings		1,940,902			1,931,074			1,957,199			1,931,074
Accumulated other comprehensive loss		(505,026	)		(508,738	)		(498,340	)		(508,738	)
Treasury stock (Class A - 23,107 and 22,634 as of October 31, 2019 and April 30, 2019, respectively; Class B - 3,918 and 3,918 as of October 31, 2019 and April 30, 2019, respectively)		(770,030	)		(746,476	)
Treasury stock (Class A - 23,224 and 22,634 as of January 31, 2020 and April 30, 2019, respectively; Class B - 3,918 and 3,918 as of January 31, 2020 and April 30, 2019, respectively)								(777,824	)		(746,476	)
Total Shareholders’ Equity		1,178,996			1,181,347			1,197,235			1,181,347
Total Liabilities and Shareholders' Equity	$	3,082,771		$	2,937,002		$	3,324,583		$	2,948,766

See accompanying notes to the unaudited condensed consolidated financial statements.

Index

JOHN WILEY & SONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME – UNAUDITED

Dollars in thousands except per share information

	Three Months Ended October 31,						Six Months Ended October 31,						Three Months Ended January 31,						Nine Months Ended January 31,
	2019			2018			2019			2018			2020			2019			2020			2019
Revenue, net	$	466,205		$	448,622		$	889,735		$	859,523		$	467,131		$	449,367		$	1,356,866		$	1,308,890

Costs and Expenses
Cost of sales		143,413			132,577			286,509			260,315			153,924			143,879			440,433			404,194
Operating and administrative expenses		240,380			236,207			490,550			476,633			245,683			240,715			736,233			717,348
Restructuring and related charges		4,001			9,996			14,736			3,910
Restructuring and related charges (credits)														3,298			(348	)		18,034			3,562
Amortization of intangibles		15,020			12,367			29,990			25,050			15,732			14,775			45,722			39,825
Total Costs and Expenses		402,814			391,147			821,785			765,908			418,637			399,021			1,240,422			1,164,929

Operating Income		63,391			57,475			67,950			93,615			48,494			50,346			116,444			143,961

Interest Expense		(6,787	)		(3,608	)		(12,864	)		(6,404	)		(6,309	)		(5,346	)		(19,173	)		(11,750	)
Foreign Exchange Transaction Losses		(2,668	)		(54	)		(16	)		(1,783	)		(1,745	)		(2,525	)		(1,761	)		(4,308	)
Interest and Other Income		2,537			2,509			5,370			4,975			4,232			2,742			9,602			7,717


Income Before Taxes		56,473			56,322			60,440			90,403			44,672			45,217			105,112			135,620
Provision for Income Taxes		11,783			12,538			12,126			20,324			9,229			10,275			21,355			30,599

Net Income	$	44,690		$	43,784		$	48,314		$	70,079		$	35,443		$	34,942		$	83,757		$	105,021

Earnings Per Share
Basic	$	0.79		$	0.76		$	0.86		$	1.22		$	0.63		$	0.61		$	1.49		$	1.83
Diluted	$	0.79		$	0.76		$	0.85		$	1.21		$	0.63		$	0.61		$	1.48		$	1.81

Weighted Average Number of Common Shares Outstanding
Basic		56,326			57,379			56,431			57,392			56,073			57,158			56,312			57,330
Diluted		56,664			57,870			56,791			57,955			56,503			57,626			56,698			57,882

See accompanying notes to the unaudited condensed consolidated financial statements.

Index

JOHN WILEY & SONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME – UNAUDITED

Dollars in thousands

	Three Months Ended October 31,						Six Months Ended October 31,						Three Months Ended January 31,						Nine Months Ended January 31,
	2019			2018			2019			2018			2020			2019			2020			2019
Net Income	$	44,690		$	43,784		$	48,314		$	70,079		$	35,443		$	34,942		$	83,757		$	105,021

Other Comprehensive Income (Loss):
Foreign currency translation adjustment		38,319			(20,424	)		2,780			(60,749	)		7,895			17,515			10,675			(43,234	)
Unamortized retirement costs, net of tax benefit (provision) of $1,822, $(1,229), $(358), and $(3,717), respectively		(6,576	)		4,387			1,592			13,198
Unrealized (loss) gain on interest rate swaps, net of tax benefit of $236, $245, $280 and $449, respectively		(745	)		(781	)		(660	)		(1,433	)
Unamortized retirement costs, net of tax benefit (provision) of $41, $596, $(317), and $(3,121), respectively														(816	)		(2,081	)		776			11,117
Unrealized loss on interest rate swaps, net of tax benefit of $132, $365, $412 and $814, respectively														(393	)		(1,136	)		(1,053	)		(2,569	)
Total Other Comprehensive Income (Loss)		30,998			(16,818	)		3,712			(48,984	)		6,686			14,298			10,398			(34,686	)

Comprehensive Income	$	75,688		$	26,966		$	52,026		$	21,095		$	42,129		$	49,240		$	94,155		$	70,335

See accompanying notes to the unaudited condensed consolidated financial statements.

Index

J~~OHN~~JOHN WILEY & SONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – UNAUDITED

Dollars in thousands

	Six Months Ended October 31,						Nine Months Ended January 31,
	2019			2018			2020			2019
Operating Activities
Net income	$	48,314		$	70,079		$	83,757		$	105,021
Adjustments to reconcile net income to net cash used in operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangibles		29,990			25,050			45,722			39,825
Amortization of product development assets		17,616			18,928			26,653			27,417
Depreciation and amortization of technology, property and equipment		37,251			35,845			56,163			52,414
Restructuring and related charges		14,736			3,910			18,034			3,562
Stock-based compensation expense		10,289			8,882			15,662			14,974
Employee retirement plan expense		4,054			3,369			4,771			4,047
Royalty advances		(48,250	)		(50,580	)		(96,618	)		(100,454	)
Earned royalty advances		67,814			71,317			90,320			94,240
Foreign exchange transaction losses		16			1,783			1,761			4,308
Other non-cash charges		10,643			4,328			17,506			5,027
Changes in Operating Assets and Liabilities
Accounts receivable, net		60,836			1,921
Accounts payable		(17,765	)		(13,856	)
Contract liabilities		(263,665	)		(255,890	)
Other accrued liabilities		(34,612	)		(54,437	)
Other assets and liabilities		(36,788	)		12,790
Net Cash Used In Operating Activities		(99,521	)		(116,561	)
Net change in operating assets and liabilities								(174,844	)		(198,237	)
Net Cash Provided By Operating Activities								88,887			52,144
Investing Activities
Product development spending		(11,686	)		(12,351	)		(17,770	)		(18,787	)
Additions to technology, property and equipment		(44,531	)		(34,560	)		(65,924	)		(49,988	)
Businesses acquired in purchase transactions, net of cash acquired		(74,169	)		—			(200,642	)		(190,467	)
Acquisitions of publication rights and other		(4,045	)		(2,795	)		(1,548	)		(4,386	)
Net Cash Used in Investing Activities		(134,431	)		(49,706	)		(285,884	)		(263,628	)
Financing Activities
Repayment of long-term debt		(65,680	)		(65,800	)		(253,006	)		(217,200	)
Borrowing of long-term debt		383,151			245,075			572,423			490,512
Payment of debt issuance costs		(4,006	)		—			(4,006	)		—
Purchase of treasury shares		(25,000	)		(24,994	)		(35,000	)		(34,994	)
Change in book overdrafts		681			(3,066	)		(301	)		(6,657	)
Cash dividends		(38,486	)		(38,033	)		(57,632	)		(56,963	)
Net (payments) proceeds from exercise of stock options and other		(1,393	)		7,283			(1,596	)		6,278
Net Cash Provided by Financing Activities		249,267			120,465			220,882			180,976
Effects of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash		(461	)		(8,368	)		530			(6,359	)
Cash Reconciliation:
Cash and Cash Equivalents		92,890			169,773			92,890			169,773
Restricted cash included in Prepaid expenses and other current assets		658			484			658			484
Balance at Beginning of Period		93,548			170,257			93,548			170,257
Increase/(Decrease) for the Period		14,854			(54,170	)		24,415			(36,867	)
Cash and cash equivalents		107,744			115,603			117,355			132,758
Restricted cash included in Prepaid expenses and other current assets		658			484			608			632
Balance at End of Period	$	108,402		$	116,087		$	117,963		$	133,390
Cash Paid During the Period for:
Interest	$	12,125		$	5,713		$	18,292		$	10,781
Income taxes, net of refunds	$	30,170		$	18,404		$	39,397		$	29,604

See the accompanying notes to the unaudited condensed consolidated financial statements.

Index

JOHN WILEY & SONS, INC., AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY – UNAUDITED

Dollars in thousands

	Common Stock Class A		Common Stock Class B			Additional Paid-in Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Loss			Total Shareholder’s Equity			Common Stock Class A		Common Stock Class B			Additional Paid-in Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Loss			Total Shareholders' Equity
Balance at July 31, 2019	$	70,139	$	13,043		$	424,904		$	1,915,445		$	(755,501	)	$	(536,024	)	$	1,132,006

Balance at October 31, 2019																					$	70,149	$	13,033		$	429,968		$	1,940,902		$	(770,030	)	$	(505,026	)	$	1,178,996
Restricted Shares Issued under Stock-based Compensation Plans		—		—			(681	)		1			787			—			107			—		—			(2,512	)		—			2,597			—			85
Net (Payments) Proceeds from Exercise of Stock Options and Other		—		—			60			—			(316	)		—			(256	)		—		—			189			—			(391	)		—			(202	)
Stock-based Compensation Expense		—		—			5,685			—			—			—			5,685			—		—			5,373			—			—			—			5,373
Purchase of Treasury Shares		—		—			—			—			(15,000	)		—			(15,000	)		—		—			—			—			(10,000	)		—			(10,000	)
Class A Common Stock Dividends ($0.34 per share)		—		—			—			(16,130	)		—			—			(16,130	)		—		—			—			(16,049	)		—			—			(16,049	)
Class B Common Stock Dividends ($0.34 per share)		—		—			—			(3,104	)		—			—			(3,104	)		—		—			—			(3,097	)		—			—			(3,097	)
Common Stock Class Conversions		10		(10	)		—			—			—			—			—			7		(7	)		—			—			—			—			—
Comprehensive Income (Loss), Net of Tax		—		—			—			44,690			—			30,998			75,688
Balance at October 31, 2019	$	70,149	$	13,033		$	429,968		$	1,940,902		$	(770,030	)	$	(505,026	)	$	1,178,996
Comprehensive Income, Net of Tax																						—		—			—			35,443			—			6,686			42,129
Balance at January 31, 2020																					$	70,156	$	13,026		$	433,018		$	1,957,199		$	(777,824	)	$	(498,340	)	$	1,197,235

	Common Stock Class A		Common Stock Class B			Additional Paid-in Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Loss			Total Shareholder’s Equity			Common Stock Class A		Common Stock Class B		Additional Paid-in Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Loss			Total Shareholders' Equity
Balance at July 31, 2018	$	70,115	$	13,067		$	413,488		$	1,845,811		$	(696,727	)	$	(471,746	)	$	1,174,008

Balance at October 31, 2018																					$	70,125	$	13,057	$	417,718		$	1,870,609		$	(713,553	)	$	(488,564	)	$	1,169,392
Restricted Shares Issued under Stock-based Compensation Plans		—		—			(828	)		4			877			—			53			—		—		(927	)		—			1,004			—			77
Net (Payments) Proceeds from Exercise of Stock Options and Other		—		—			106			—			(703	)		—			(597	)		—		—		18			—			(1,024	)		—			(1,006	)
Stock-based Compensation Expense		—		—			4,952			—			—			—			4,952			—		—		6,092			—			—			—			6,092
Purchase of Treasury Shares		—		—			—			—			(17,000	)		—			(17,000	)		—		—		—			—			(10,000	)		—			(10,000	)
Class A Common Stock Dividends ($0.33 per share)		—		—			—			(15,974	)		—			—			(15,974	)		—		—		—			(15,915	)		—			—			(15,915	)
Class B Common Stock Dividends ($0.33 per share)		—		—			—			(3,016	)		—			—			(3,016	)		—		—		—			(3,016	)		—			—			(3,016	)
Common Stock Class Conversions		10		(10	)		—			—			—			—			—
Adjustment Due to Adoption of New Revenue Standard		—		—			—			—			—			—			—
Comprehensive Income (Loss), Net of Tax		—		—			—			43,784			—			(16,818	)		26,966
Balance at October 31, 2018	$	70,125	$	13,057		$	417,718		$	1,870,609		$	(713,553	)	$	(488,564	)	$	1,169,392
Issuance of Warrants Related to Acquisition of a Business																						—		—		565			—			—			—			565
Comprehensive Income, Net of Tax																						—		—		—			34,942			—			14,298			49,240
Balance at January 31, 2019																					$	70,125	$	13,057	$	423,466		$	1,886,620		$	(723,573	)	$	(474,266	)	$	1,195,429

See accompanying notes to the audited consolidated financial statements.

Index

JOHN WILEY & SONS, INC., AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY – UNAUDITED

Dollars in thousands

	Common Stock Class A		Common Stock Class B			Additional Paid-in Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Loss			Total Shareholder’s Equity			Common Stock Class A		Common Stock Class B			Additional Paid-in Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Loss			Total Shareholders' Equity
Balance at April 30, 2019	$	70,127	$	13,055		$	422,305		$	1,931,074		$	(746,476	)	$	(508,738	)	$	1,181,347		$	70,127	$	13,055		$	422,305		$	1,931,074		$	(746,476	)	$	(508,738	)	$	1,181,347

Restricted Shares Issued under Stock-based Compensation Plans		—		—			(2,793	)		—			3,006			—			213			—		—			(5,304	)		—			5,603			—			299
Net (Payments) Proceeds from Exercise of Stock Options and Other		—		—			167			—			(1,560	)		—			(1,393	)		—		—			355			—			(1,951	)		—			(1,596	)
Stock-based Compensation Expense		—		—			10,289			—			—			—			10,289			—		—			15,662			—			—			—			15,662
Purchase of Treasury Shares		—		—			—			—			(25,000	)		—			(25,000	)		—		—			—			—			(35,000	)		—			(35,000	)
Class A Common Stock Dividends ($0.34 per share)		—		—			—			(32,278	)		—			—			(32,278	)
Class B Common Stock Dividends ($0.34 per share)		—		—			—			(6,208	)		—			—			(6,208	)
Class A Common Stock Dividends ($1.02 per share)																						—		—			—			(48,331	)		—			—			(48,331	)
Class B Common Stock Dividends ($1.02 per share)																						—		—			—			(9,301	)		—			—			(9,301	)
Common Stock Class Conversions		22		(22	)		—			—			—			—			—			29		(29	)		—			—			—			—			—
Comprehensive Income (Loss), Net of Tax		—		—			—			48,314			—			3,712			52,026
Balance at October 31, 2019	$	70,149	$	13,033		$	429,968		$	1,940,902		$	(770,030	)	$	(505,026	)	$	1,178,996
Comprehensive Income, Net of Tax																						—		—			—			83,757			—			10,398			94,155
Balance at January 31, 2020																					$	70,156	$	13,026		$	433,018		$	1,957,199		$	(777,824	)	$	(498,340	)	$	1,197,235

	Common Stock Class A		Common Stock Class B			Additional Paid-in Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Loss			Total Shareholder’s Equity			Common Stock Class A		Common Stock Class B			Additional Paid-in Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Loss			Total Shareholders' Equity
Balance at April 30, 2018	$	70,111	$	13,071		$	407,120		$	1,834,057		$	(694,222	)	$	(439,580	)	$	1,190,557		$	70,111	$	13,071		$	407,120		$	1,834,057		$	(694,222	)	$	(439,580	)	$	1,190,557

Restricted Shares Issued under Stock-based Compensation Plans		—		—			(2,984	)		3			3,080			—			99			—		—			(3,911	)		2			4,083			—			174
Net Proceeds (Payments) from Exercise of Stock Options and Other		—		—			4,700			—			2,583			—			7,283
Net Proceeds from Exercise of Stock Options and Other																						—		—			4,718			—			1,560			—			6,278
Stock-based Compensation Expense		—		—			8,882			—			—			—			8,882			—		—			14,974			—			—			—			14,974
Purchase of Treasury Shares		—		—			—			—			(24,994	)		—			(24,994	)		—		—			—			—			(34,994	)		—			(34,994	)
Class A Common Stock Dividends ($0.33 per share)		—		—			—			(31,996	)		—			—			(31,996	)
Class B Common Stock Dividends ($0.33 per share)		—		—			—			(6,037	)		—			—			(6,037	)
Class A Common Stock Dividends ($0.99 per share)																						—		—			—			(47,911	)		—			—			(47,911	)
Class B Common Stock Dividends ($0.99 per share)																						—		—			—			(9,052	)		—			—			(9,052	)
Common Stock Class Conversions		14		(14	)		—			—			—			—			—			14		(14	)		—			—			—			—			—
Issuance of Warrants Related to Acquisition of a Business																						—		—			565			—			—			—			565
Adjustment Due to Adoption of New Revenue Standard		—		—			—			4,503			—			—			4,503			—		—			—			4,503			—			—			4,503
Comprehensive Income (Loss), Net of Tax		—		—			—			70,079			—			(48,984	)		21,095			—		—			—			105,021			—			(34,686	)		70,335
Balance at October 31, 2018	$	70,125	$	13,057		$	417,718		$	1,870,609		$	(713,553	)	$	(488,564	)	$	1,169,392
Balance at January 31, 2019																					$	70,125	$	13,057		$	423,466		$	1,886,620		$	(723,573	)	$	(474,266	)	$	1,195,429

See accompanying notes to the audited consolidated financial statements.

Index

JOHN WILEY & SONS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Basis of Presentation

Throughout this report, when we 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.

Our Unaudited Condensed Consolidated Financial Statements include all the accounts of the Company and our subsidiaries. We have eliminated all intercompany transactions and balances in consolidation. In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Unaudited Condensed Consolidated Financial Condition, Results of Operations, Comprehensive Income and Cash Flows for the periods presented. Operating results for the interim period are not necessarily indicative of the results expected for the full year. All amounts are in thousands, except per share amounts, and approximate due to rounding. These financial statements should be read in conjunction with the most recent audited consolidated financial statements included in our Form 10-K for the fiscal year ended April 30, 2019 as filed with the SEC on July 1, 2019 (“2019 Form 10-K”).

Our Unaudited Condensed Consolidated Financial Statements were prepared in accordance with the interim reporting requirements of the SEC. As permitted under those rules, annual footnotes or other financial information that are normally required by U.S. GAAP have been condensed or omitted. The preparation of our Unaudited Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

During the third quarter of 2020, we identified an immaterial error within our Unaudited Condensed Consolidated Statement of Financial Position, including the results for the fiscal year ended April 30, 2019. Certain consideration received for services not yet performed, mainly for our annual subscription licensing revenue agreements, was presented as a reduction to Accounts Receivable, Net, rather than an increase to Contract Liabilities. The correction increases Accounts Receivable, Net and increases Contract Liabilities by approximately $11.8 million for the fiscal year ended April 30, 2019. There was no impact on Revenue, Net, Operating Income, Net Income, Earnings Per Share, or Net Cash Provided by Operating Activities or the Unaudited Condensed Consolidated Statements of Cash Flows. Management has evaluated all relevant quantitative and qualitative factors and has concluded that the error is not material to the Condensed Consolidated Statement of Financial Position for the previously reported periods. We have revised our accompanying Unaudited Condensed Consolidated Statement of Financial Position to correct this for fiscal year ended April 30, 2019 and any related disclosures. The current policy for our subscription licensing agreements is to record accounts receivable when performance occurs and recognize contract liabilities once the invoice is due, or cash payment is received from the customer.

Certain prior year amounts have been reclassified to conform to the current year’s presentation. The Unaudited Condensed Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~October~~January 31, ~~2018,~~2019, includes a reclassification of $4.5 million, between Operating Activities within the ~~net change in operating assets~~Net Change In Operating Assets and ~~liabilities~~Liabilities and Investing Activities related to costs to fulfill a contract and ~~product development spending.~~Product Development Spending. In addition, for the ~~six~~nine months ended ~~October~~January 31, ~~2018,~~2019, amortization expense related to costs to fulfill a contract of ~~$1.2~~$1.9 million was reclassified from ~~amortization~~Amortization of ~~product development spending~~Product Development Assets to ~~other non-cash charges (credits)~~Other Non-Cash Charges within Operating Activities.

Note 2 — Recent Accounting Standards

Recently Adopted Accounting Standards

Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income

In February 2018, the FASB issued ASU 2018-02 “Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income,” which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. We adopted ASU 2018-02 on May 1, 2019. We did not elect to reclassify the income tax effects from comprehensive income to retained earnings for the stranded tax effects resulting from the Tax Cuts and Jobs Act. Our policy for releasing the income tax effects from accumulated other comprehensive income is when the corresponding pretax accumulated other comprehensive income items are reclassified to earnings.

Index

Targeted Improvements to Accounting for Hedging Activities

In August 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities,” to simplify and improve the application and financial reporting of hedge accounting. Subsequently, in November 2018, the FASB issued ASU 2018-16, “Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes”. ASU 2017-12 eases the requirements for measuring and reporting hedge ineffectiveness and clarifies that changes in the fair value of hedging instruments for cash flow, net investment, and fair value hedges should be reflected in the same income statement line item as the earnings effect of the hedged item. The guidance also permits entities to designate specific components in cash flow and interest rate hedges as the hedged risk, instead of using total cash flows. ASU 2018-16 allows the use of the OIS rate based on the SOFR as a U.S. benchmark interest rate for hedge accounting purposes. We adopted ASU 2017-12, 2018-06 and 2019-04, for those portions related to ASU 2017-02, on May 1, 2019 and there was no impact to our consolidated financial statements at the date of adoption. The future impact will depend on any future hedging activities we may enter into.

~~Index~~

Leases

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)”. Subsequently, the FASB issued in March 2019, ASU 2019-01, “Leases (Topic 842): Codification Improvements”, in December 2018 ASU 2018-20, “Leases (Topic 842): Narrow Scope Improvements for Lessors”, and in July 2018 the FASB issued ASU 2018-11, “Leases (Topic 842): Targeted Improvements” and ASU 2018-10, “Codification Improvements to Topic 842, Leases”. ASU 2016-02 requires an entity to recognize a right-of-use asset (“ROU”) and lease liability for all leases with terms of more than 12 months and provide enhanced disclosures. Recognition, measurement, and presentation of expenses depends on classification as a finance or operating lease. Similar modifications have been made to lessor accounting in-line with revenue recognition guidance.

The new standard provides a number of optional practical expedients in transition. We elected the practical expedients to forgo a reassessment of (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) initial direct costs. We did not elect the practical expedient allowing the use-of-hindsight which would have required us to reassess the lease term of our leases based on all facts and circumstances through the effective date. In addition, we did not elect the practical expedient pertaining to land easements.

In addition, the new standard provides as a practical expedient, certain policy elections for ongoing lease accounting which we elected at the date of adoption and included the following, (i) to not separate nonlease components from the associated lease component if certain conditions are met, and (ii) to not recognize ROU assets and lease liabilities for leases that qualify as short-term.

A modified retrospective transition approach was required, applying the standard to all leases existing at the date of initial application. A company could choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as of its date of initial application. We adopted the new standard on May 1, 2019 and used the effective date as the date of initial application. Accordingly, previously reported financial information was not updated, and the disclosures required under the new standard will not be provided for dates and periods before May 1, 2019.

At adoption, we recognized operating lease liabilities of $178 million based on the present value of the remaining minimum rental payments for existing operating leases and ROU assets of $142 million on our Unaudited Condensed Consolidated Statement of Financial Position. The difference between the ROU assets and operating lease liabilities represents the existing deferred rent liabilities, prepaid rent balances, and applicable restructuring liabilities, which were reclassified upon adoption to reduce the measurement of the ROU assets. The adoption of the standard did not have an impact on our Unaudited Condensed Consolidated Statement of Shareholders’ Equity, Condensed Consolidated Statement of Income or Condensed Consolidated Statement of Cash Flow. See Note 5, “Operating Leases”, for further details on our operating leases.

Recently Issued Accounting Standards

Simplifying the Accounting for Income Taxes

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” This ASU is intended to simplify various aspects related to accounting for income taxes, eliminates certain exceptions within Topic 740, “Income Taxes” and clarifies certain aspects of the current guidance to promote consistent application. The standard is effective for us on May 1, 2021, and early adoption is permitted in any interim period for which financial statements have not yet been issued. We are currently assessing the impact the new guidance will have on our consolidated financial statements.

Index

Intangibles-Goodwill and Other-Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract

In August 2018, the FASB issued ASU 2018-15, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract.” ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard is effective for us on May 1, 2020, and interim periods within that fiscal year, with early adoption permitted. We are currently assessing the impact the new guidance will have on our consolidated financial statements.

Changes to the Disclosure Requirements for Defined Benefit Plans

In August 2018, the FASB issued ASU 2018-14, “Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans.” ASU 2018-14 removes certain disclosures that are not considered cost beneficial, clarifies certain required disclosures and added additional disclosures. The standard is effective for us on May 1, 2021, with early adoption permitted. The amendments in ASU 2018-14 would need to be applied on a retrospective basis. We are currently assessing the impact the new guidance will have on our disclosures.

~~Index~~

Changes to the Disclosure Requirements for Fair Value Measurement

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement.” ASU 2018-13 removes, modifies and added disclosures. The standard is effective for us on May 1, 2020, with early adoption permitted. Certain disclosures in ASU 2018-13 would need to be applied on a retrospective basis and others on a prospective basis. We are currently assessing the impact the new guidance will have on our disclosures.

Simplifying the Test for Goodwill Impairment

In January 2017, the FASB issued ASU 2017-04, “Intangibles–Goodwill and Other (Topic 350): “Simplifying the Test for Goodwill Impairment”, which simplifies the measurement of a potential goodwill impairment charge by eliminating the requirement to calculate an implied fair value of the goodwill based on the fair value of a reporting unit’s other assets and liabilities. The new guidance eliminates the implied fair value method and instead measures a potential impairment charge based on the excess of a reporting unit’s carrying value compared to its fair value. The impairment charge cannot exceed the total amount of goodwill allocated to that reporting unit. The standard is effective for us on May 1, 2020, with early adoption permitted. Based on our most recent annual goodwill impairment test completed in the year ended April 30, 2019, we expect no impact upon adoption.

Measurement of Credit Losses on Financial Instruments

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments.” Subsequently, in May 2019, the FASB issued ASU 2019-05 - "Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief”, in April 2019, the FASB issued ASU 2019-04, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments,” in November 2018, the FASB issued ASU 2018-19, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses,” ~~and~~ in November 2019, the FASB issued ASU 2019-11, “Codification Improvements to Topic 326, Financial Instruments-Credit ~~Losses”~~Losses,” and in February 2020, the FASB issued ASU 2020-02, “Financial Instruments—Credit Losses (Topic 326) and Leases (Topic 842)—Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) (SEC Update)”. ASU 2016-13 requires entities to measure all expected credit losses for most financial assets held at the reporting date based on an expected loss model which includes historical experience, current conditions, and reasonable and supportable forecasts. Entities will now use forward-looking information to better form their credit loss estimates. ASU 2016-13 also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. ASU 2016-13, ASU 2019-05, ASU 2019-04, ASU 2018-19, ASU 2019-11 and ASU ~~2019-11~~2020-02 are effective for us on May 1, 2020, including interim periods within those fiscal periods, with early adoption permitted. We are currently assessing the impact the new guidance will have on our consolidated financial statements.

Index

Note 3 — Acquisitions

Fiscal Year 2020

For all the acquisitions in fiscal year 2020, the allocation of the total consideration transferred to the assets acquired and the liabilities assumed is preliminary, and could be revised as a result of additional information obtained due to the finalization of the third-party valuation report, leases and related commitments, tax related matters and contingencies and certain assets and liabilities, including receivables and payables, but such amounts will be finalized within the measurement period, which will not exceed one year from the acquisition dates.

Pro forma financial information related to these acquisitions has not been provided as it is not material to our consolidated results of operations.

mthree

On January 1, 2020, we completed the acquisition of 100% of the outstanding stock of mthree. mthree is a rapidly growing education services 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 in our Education Services segment.

The preliminary fair value of the consideration transferred at the acquisition date was $128.6 million (£97.5 million) which included $122.2 million of cash and $6.4 million of additional consideration to be paid after the acquisition date. We financed the payment of the cash consideration primarily through borrowings under our Amended and Restated RCA (as defined below in Note 15, “Debt and Available Credit Facilities”) and using cash on hand. The fair value of the cash consideration transferred including those amounts paid after the acquisition date, net of $2.3 million of cash acquired was approximately $126.3 million.

At the time of the acquisition, Wiley entered into agreements with certain employees of mthree who will remain employees after the acquisition. Cash payments will be made based on reaching certain revenue and Adjusted EBITDA targets in each year over a four-year period. Such payments are subject to continuing employment and would therefore be considered compensation expense for services provided subsequent to the acquisition. Such expense would be recognized when it becomes probable that the targets will be achieved.

We recorded the preliminary fair value of the assets acquired and liabilities assumed on the acquisition date, which included a preliminary allocation of $80.3 million of goodwill and $57.4 million of intangible assets, consisting of customer relationships, trademarks and content. NaN of the goodwill will be deductible for tax purposes. The acquisition related costs to acquire mthree were expensed when incurred and were approximately $0.8 million. Such costs were allocated to the Education Services segment and are reflected in Operating and Administrative Expenses on the Unaudited Condensed Consolidated Statements of Income in the three and nine months ended January 31, 2020.

mthree’s revenue and operating loss included in our Education Services segment results for the three and nine months ended January 31, 2020 was $4.5 million and $1.2 million, respectively.

Zyante Inc.

On July 1, 2019, we completed the acquisition of Zyante Inc. (“zyBooks”), a leading provider of computer science and STEM education courseware. The results of operations of zyBooks is included in our Academic & Professional Learning segment results. The ~~preliminary~~ fair value of the consideration transferred at the acquisition date was ~~$57.0~~$57.1 million which included $55.9 million of cash and ~~$1.1~~$1.2 million of additional consideration to be paid after the acquisition ~~date.~~date, inclusive of purchase price adjustments which were finalized in the three months ended January 31, 2020. The fair value of the cash consideration transferred including those amounts paid after the acquisition date, net of $1.8 million of cash acquired was approximately ~~$54.3~~$54.5 million.

NaN of the goodwill will be deductible for tax purposes. zyBooks revenue included in our Academic & Professional Learning segment results for the three and nine months ended January 31, 2020 was $3.9 million and $8.8 million, respectively.

Index

The following table summarizes the ~~preliminary~~ consideration transferred to acquire zyBooks and the preliminary allocation of the purchase price among the assets acquired and liabilities assumed.

	Preliminary Allocation as of July 1, 2019		Preliminary Allocation as of July 1, 2019
Total cash consideration transferred at the acquisition date	$	55,884	$	55,939

Assets:
Current Assets		2,280		2,280
Technology, Property and Equipment, net		28		28
Intangible Assets, net		24,500		24,500
Goodwill		37,246		37,301
Total Assets	$	64,054	$	64,109

Liabilities:
Current Liabilities		2,581		2,581
Deferred Income Tax Liabilities		5,589		5,589
Total Liabilities	$	8,170	$	8,170

The following table summarizes the identifiable intangible assets acquired and their weighted-average useful life at the date of acquisition.

	Estimated Fair Value		Weighted-Average Useful Life (in Years)
Developed Technology	$	10,400		7
Customer Relationships		6,800		10
Content		4,400		10
Trademarks		2,900		10
Total	$	24,500

Other Acquisitions

On May 31, 2019, we completed the acquisition of certain assets of Knewton, Inc. (“Knewton”). Knewton is a provider of affordable courseware and adaptive learning technology. The results of Knewton are included in our Academic & Professional Learning segment results. In addition, in the three months ended July 31, 2019 we also completed the acquisition of 2 immaterial businesses, which are included in our Research Publishing & Platforms segment and in the three months ended October 31, 2019 1 immaterial business included in our Academic & Professional Learning segment results.

The preliminary fair value of cash consideration transferred during the ~~six~~nine months ended ~~October~~January 31, ~~2019~~2020 was approximately $19.9 million. We recorded the preliminary fair value of the assets acquired and liabilities assumed on the acquisition date, which included a preliminary allocation of $9.4 million of goodwill and $16.2 million of intangible assets.

The allocation of the total consideration transferred to the assets acquired and the liabilities assumed for the acquisitions discussed above is preliminary and could be revised as a result of additional information obtained due to the finalization of the third-party valuation report, tax related matters and contingencies, but such amounts will be finalized within the measurement period, which will not exceed one year from the acquisition dates.

Fiscal Year 2019

The Learning House, Inc.

On November 1, 2018, we completed the acquisition of 100% of the outstanding stock of The Learning House, Inc. (“Learning House”) a diversified education services provider. The results of operations of Learning House are included in our Education Services segment.

~~Index~~

The fair value of the consideration transferred was $201.3 million which included $200.7 million of cash and $0.6 million of warrants, inclusive of purchase price adjustments which were finalized in the ~~fourth quarter of fiscal year~~three months ended April 30, 2019. We financed the payment of the cash consideration through borrowings under our RCA (as defined below in Note 15, “Debt and Available Credit Facilities”). The warrants were classified as equity and allow the holder to purchase 400,000 shares of our Class A Common Stock at an exercise price of $90.00, subject to adjustments. The term of the warrants is three years, expiring on November 1, 2021. The fair value of the warrants was determined using the Black-Scholes option pricing model. The final fair value of the cash consideration transferred, net of $10.3 million of cash acquired was $190.4 million.

The allocation of the consideration transferred to the assets acquired and the liabilities assumed is final.

Index

Note 4 — Revenue Recognition, Contracts with Customers

Disaggregation of Revenue

As previously announced, we changed our segment reporting structure to align with our strategic focus areas. See Note 10, “Segment Information,” for more details. The following table presents our revenue from contracts with customers disaggregated by segment and product type.

	Three Months Ended October 31,					Six Months Ended October 31,				Three Months Ended January 31,				Nine Months Ended January 31,
	2019		2018			2019		2018		2020		2019		2020		2019
Research Publishing & Platforms:
Research Publishing	$	225,085	$	219,710		$	445,012	$	436,424	$	223,393	$	217,973	$	668,405	$	654,397
Research Platforms		9,624		9,365			19,072		17,968		10,163		9,064		29,235		27,032
Total Research Publishing & Platforms		234,709		229,075			464,084		454,392		233,556		227,037		697,640		681,429
					��
Academic & Professional Learning:
Education Publishing		101,741		107,474			167,264		181,508		100,982		95,562		268,246		277,070
Professional Learning		75,984		82,196			155,319		164,586		77,296		80,561		232,615		245,147
Total Academic & Professional Learning		177,725		189,670			322,583		346,094		178,278		176,123		500,861		522,217

Education Services:
Education Services		53,771		29,877			103,068		59,037		50,776		46,207		153,844		105,244
mthree											4,521		—		4,521		—
Total Education Services		53,771		29,877			103,068		59,037		55,297		46,207		158,365		105,244
Total Revenue	$	466,205	$	448,622		$	889,735	$	859,523	$	467,131	$	449,367	$	1,356,866	$	1,308,890

Accounts Receivable, net and Contract Liability Balances

When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded. Contract liabilities are recognized as revenue when, or as, control of the products or services are transferred to the customer and all revenue recognition criteria have been met.

The following table provides information about receivables and contract liabilities from contracts with customers.

	October 31, 2019		April 30, 2019		Increase/ (Decrease)			January 31, 2020		April 30, 2019		Increase/ (Decrease)
Balances from contracts with customers:
Accounts receivable, net	$	235,466	$	294,867	$	(59,401	)	$	301,521	$	306,631	$	(5,110	)
Contract liabilities ⁽¹⁾		248,653		507,365		(258,712	)		413,126		519,129		(106,003	)
Contract liabilities (included in Other Long-Term Liabilities)	$	19,622	$	10,722	$	8,900		$	15,785	$	10,722	$	5,063

⁽¹⁾	The sales return reserve recorded in Contract Liabilities is ~~$37.7~~$40.5 million and $25.9 million, as of ~~October~~January 31, ~~2019~~2020 and April 30, 2019, respectively.

~~Revenue recognized for~~For the ~~three and six~~nine months ended ~~October~~January 31, ~~2019 relating to~~2020, we estimate that we recognized revenue of approximately 85% that was included in the contract liability balance at April 30, ~~2019 was $184.6 million and $378.9 million, respectively.~~

~~Index~~

2019.

Remaining Performance Obligations included in Contract Liability

As of ~~October~~January 31, ~~2019,~~2020, the aggregate amount of the transaction price allocated to the remaining performance obligations is approximately ~~$268.3~~$428.9 million, which included the sales return reserve of ~~$37.7~~$40.5 million. Excluding the sales return reserve, we expect that approximately ~~$211.0~~$372.6 million will be recognized in the next twelve months with the remaining ~~$19.6~~$15.8 million to be recognized thereafter.

Index

Assets Recognized for the Costs to Fulfill a Contract

Costs to fulfill a contract are directly related to a contract that will be used to satisfy a performance obligation in the future and are expected to be recovered. These types of costs are incurred in the following revenue streams, (1) Research Platforms and (2) Education Services.

Our assets associated with incremental costs to fulfill a contract were ~~$10.3~~$11.2 million at ~~October~~January 31, ~~2019~~2020 and are included within Other Non-Current Assets on our Unaudited Condensed Consolidated Statements of Financial Position. We recorded amortization expense of ~~$1.1~~$1.0 million and ~~$2.1~~$3.1 million during the three and ~~six~~nine months ended ~~October~~January 31, ~~2019,~~2020, respectively, related to these assets within Cost of Sales on the Unaudited Condensed Consolidated Statements of Income. We recorded amortization expense of ~~$0.4~~$0.7 million and ~~$1.2~~$1.9 million during the three and ~~six~~nine months ended ~~October~~January 31, ~~2018,~~2019, respectively, related to these assets within Cost of Sales on the Unaudited Condensed Consolidated Statements of Income.

Sales and value-added taxes are excluded from revenues. Shipping and handling costs, which are primarily incurred within the Academic & Professional Learning segment occur before the transfer of control of the related goods. Therefore, in accordance with the new revenue standard, it is not considered a promised service to the customer and would be considered a cost to fulfill our promise to transfer the goods. Costs incurred for third party shipping and handling are reflected in Operating and Administrative Expenses on the Unaudited Condensed Consolidated Statements of Income. We incurred ~~$7.6~~$7.7 million and ~~$15.0~~$22.7 million in shipping and handling costs in the three and ~~six~~nine months ended ~~October~~January 31, ~~2019,~~2020, respectively. We incurred ~~$8.6~~$7.9 million and ~~$16.5~~$24.4 million in shipping and handling costs in the three and ~~six~~nine months ended ~~October~~January 31, ~~2018,~~2019, respectively.

Note 5 — Operating Leases

On May 1, 2019, we adopted a new accounting standard for leases. For further information, see Note 2, “Recent Accounting Standards.”

We have contractual obligations as a lessee with respect to offices, warehouses and distribution centers, automobiles, and office equipment.

We determine if an arrangement is a lease at inception of the contract in accordance with guidance detailed in the new standard and we perform the lease classification test as of the lease commencement date. ROU assets represent our right to use an underlying 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 payments over the lease term.

The present value of the lease payments is calculated using an incremental borrowing rate, which was determined based on the rate of interest that we would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. We use an unsecured borrowing rate and risk-adjust that rate to approximate a collateralized rate.

Under the new leasing standard, leases that are more than one year in duration are capitalized and recorded on the Unaudited Condensed Consolidated Statements of Financial Position. 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. Furthermore, some of our lease payments are based on index rates with minimum annual increases. These represent fixed payments and are captured in the future minimum lease payments calculation.

For operating leases, the ROU assets and liabilities are presented in our Unaudited Condensed Consolidated Statement of Financial Position as follows:

October 31, 2019
Operating Lease Right-of-Use Assets $ 145,886
Short-term portion of operating lease liabilities 18,409
Operating Lease Liabilities, non-current $ 164,622

	January 31, 2020
Operating lease right-of-use Assets	$	142,308
Short-term portion of operating lease liabilities		18,950
Operating lease liabilities, non-current	$	160,781

~~Index~~

During the ~~six~~nine months ended ~~October~~January 31, ~~2019,~~2020, we added ~~$12.1~~$13.3 million to the ROU assets and ~~$13.7~~$14.9 million to the operating lease liabilities due to new leases as well as modifications and remeasurements to our existing operating leases.

Index

Our total net lease costs are as follows:

	Three Months Ended October 31, 2019		Six Months Ended October 31, 2019			Three Months Ended January 31, 2020			Nine Months Ended January 31, 2020
Operating lease cost	$	6,199	$	13,060		$	6,286		$	19,346
Variable lease cost		915		2,118			1,004			3,122
Sublease income		184		(339	)		(180	)		(519	)
Total net lease cost	$	7,298	$	14,839		$	7,110		$	21,949

Other supplemental information includes the following:

Weighted-Average
Remaining
Contractual
Lease Term (Years)

Six Months Ended
October 31, 2019

Operating leases 10

Weighted-average discount rate:
Operating leases 5.91 %

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 14,716

	Weighted-Average Remaining Contractual Lease Term (Years)		Nine Months Ended January 31, 2020
Operating leases		10

Weighted-average discount rate:
Operating leases				5.91	%

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases			$	22,029

The table below reconciles the undiscounted cash flows for the first five years and total of the remaining years to the operating lease liabilities recorded in the Unaudited Condensed Consolidated Statement of Financial Position as of ~~October~~January 31, ~~2019:~~2020:

Fiscal Year
Operating Lease
Liabilities

2020 (remaining 6 months) $ 16,758
2021 28,073
2022 25,085
2023 22,683
2024 21,791
Thereafter 134,823
Total undiscounted lease payments 249,213

Less: Imputed interest 66,182

Present Value of Minimum Lease Payments 183,031

Less: Current portion 18,409

Noncurrent portion $ 164,622

~~Index~~

Fiscal Year	Operating Lease Liabilities
2020 (remaining 3 months)	$	9,372
2021		28,426
2022		25,386
2023		22,938
2024		22,061
Thereafter		135,373
Total undiscounted lease payments		243,556

Less: Imputed interest		63,825

Present Value of Minimum Lease Payments		179,731

Less: Current portion		18,950

Noncurrent portion	$	160,781

Note 6 — Stock-Based Compensation

We have stock-based compensation plans under which employees may be granted performance-based stock awards and other restricted stock awards. Prior to fiscal year 2017, we also granted options to purchase shares of our common stock at the fair market value at the time of grant. We recognize the grant date fair value of stock-based compensation in net income on a straight-line basis, net of estimated forfeitures over the requisite service period. The measurement of performance for performance-based stock awards is based on actual financial results for targets established three years in advance. For the three months ended ~~October~~January 31, ~~2019~~2020 and ~~2018,~~2019, we recognized stock-based compensation expense, on a pre-tax basis, of ~~$5.7~~$5.4 million and ~~$5.0~~$6.1 million, respectively. For the ~~six~~nine months ended ~~October~~January 31, ~~2019~~2020 and ~~2018,~~2019, we recognized stock-based compensation expense, on a pre-tax basis, of ~~$10.3~~$15.7 million and ~~$8.9~~$15.0 million, respectively.

Index

The following table summarizes restricted stock awards we granted to employees (shares in thousands):

	Six Months Ended October 31,				Nine Months Ended January 31,
	2019		2018		2020		2019
Restricted Stock:
Awards granted		716		397		738		406
Weighted average fair value of grant	$	44.75	$	63.33	$	44.85	$	63.09

Note 7 — Accumulated Other Comprehensive Loss

Changes in Accumulated Other Comprehensive Loss by component, net of tax, for the three and ~~six~~nine months ended ~~October~~January 31, ~~2019~~2020 and ~~2018~~2019 were as follows:

	Foreign Currency Translation			Unamortized Retirement Costs			Interest Rate Swaps			Total			Foreign Currency Translation			Unamortized Retirement Costs			Interest Rate Swaps			Total

Balance at July 31, 2019	$	(347,646	)	$	(187,889	)	$	(489	)	$	(536,024	)
Balance at October 31, 2019													$	(309,327	)	$	(194,465	)	$	(1,234	)	$	(505,026	)
Other comprehensive income (loss) before reclassifications		38,319			(7,960	)		(481	)		29,878			7,895			(2,063	)		(271	)		5,561
Amounts reclassified from accumulated other comprehensive loss		—			1,384			(264	)		1,120			—			1,247			(122	)		1,125
Total other comprehensive income (loss)		38,319			(6,576	)		(745	)		30,998			7,895			(816	)		(393	)		6,686
Balance at October 31, 2019	$	(309,327	)	$	(194,465	)	$	(1,234	)	$	(505,026	)
Balance at January 31, 2020													$	(301,432	)	$	(195,281	)	$	(1,627	)	$	(498,340	)

Balance at April 30, 2019	$	(312,107	)	$	(196,057	)	$	(574	)	$	(508,738	)	$	(312,107	)	$	(196,057	)	$	(574	)	$	(508,738	)
Other comprehensive income (loss) before reclassifications		2,780			(830	)		(153	)		1,797			10,675			(2,893	)		(424	)		7,358
Amounts reclassified from accumulated other comprehensive loss		—			2,422			(507	)		1,915			—			3,669			(629	)		3,040
Total other comprehensive income (loss)		2,780			1,592			(660	)		3,712			10,675			776			(1,053	)		10,398
Balance at October 31, 2019	$	(309,327	)	$	(194,465	)	$	(1,234	)	$	(505,026	)
Balance at January 31, 2020													$	(301,432	)	$	(195,281	)	$	(1,627	)	$	(498,340	)

	Foreign Currency Translation			Unamortized Retirement Costs			Interest Rate Swaps			Total			Foreign Currency Translation			Unamortized Retirement Costs			Interest Rate Swaps			Total

Balance at July 31, 2018	$	(291,898	)	$	(182,215	)	$	2,367		$	(471,746	)
Balance at October 31, 2018													$	(312,322	)	$	(177,828	)	$	1,586		$	(488,564	)
Other comprehensive income (loss) before reclassifications		(20,424	)		3,273			543			(16,608	)		17,515			(3,141	)		176			14,550
Amounts reclassified from accumulated other comprehensive loss		—			1,114			(1,324	)		(210	)		—			1,060			(1,312	)		(252	)
Total other comprehensive income (loss)		(20,424	)		4,387			(781	)		(16,818	)		17,515			(2,081	)		(1,136	)		14,298
Balance at October 31, 2018	$	(312,322	)	$	(177,828	)	$	1,586		$	(488,564	)
Balance at January 31, 2019													$	(294,807	)	$	(179,909	)	$	450		$	(474,266	)

Balance at April 30, 2018	$	(251,573	)	$	(191,026	)	$	3,019		$	(439,580	)	$	(251,573	)	$	(191,026	)	$	3,019		$	(439,580	)
Other comprehensive income (loss) before reclassifications		(60,749	)		10,993			613			(49,143	)
Other comprehensive (loss) income before reclassifications														(43,234	)		7,852			789			(34,593	)
Amounts reclassified from accumulated other comprehensive loss		—			2,205			(2,046	)		159			—			3,265			(3,358	)		(93	)
Total other comprehensive income (loss)		(60,749	)		13,198			(1,433	)		(48,984	)
Balance at October 31, 2018	$	(312,322	)	$	(177,828	)	$	1,586		$	(488,564	)
Total other comprehensive (loss) income														(43,234	)		11,117			(2,569	)		(34,686	)
Balance at January 31, 2019													$	(294,807	)	$	(179,909	)	$	450		$	(474,266	)

~~Index~~

During the three months ended ~~October~~January 31, ~~2019~~2020 and ~~2018,~~2019, pre-tax actuarial losses included in Unamortized Retirement Costs of approximately ~~$1.7~~$1.6 million and $1.4 million, respectively, and in the ~~six~~nine months ended ~~October~~January 31, ~~2019~~2020 and ~~2018~~2019, approximately $~~3.0~~4.6 million and $~~2.8~~4.1 million, respectively, were amortized from Accumulated Other Comprehensive Loss and recognized as pension expense in Operating and Administrative Expenses and Interest and Other Income in the Unaudited Condensed Consolidated Statements of Income.

Index

Note 8 — Reconciliation of Weighted Average Shares Outstanding

A reconciliation of the shares used in the computation of earnings per share follows:

	Three Months Ended October 31,						Six Months Ended October 31,						Three Months Ended January 31,						Nine Months Ended January 31,
	2019			2018			2019			2018			2020			2019			2020			2019
Weighted average shares outstanding		56,339			57,426			56,451			57,451			56,083			57,200			56,328			57,383
Less: Unvested restricted shares		(13	)		(47	)		(20	)		(59	)		(10	)		(42	)		(16	)		(53	)
Shares used for basic earnings per share		56,326			57,379			56,431			57,392			56,073			57,158			56,312			57,330
Dilutive effect of stock options and other stock awards		338			491			360			563
Dilutive effect of unvested restricted stock units and other stock awards														430			468			386			552
Shares used for diluted earnings per share		56,664			57,870			56,791			57,955			56,503			57,626			56,698			57,882

Since their inclusion in the calculation of diluted earnings per share would have been anti-dilutive, options to purchase ~~212,094~~209,394 shares of Class A Common Stock have been excluded for both the three and ~~six~~nine months ended ~~October~~January 31, ~~2019,~~2020, respectively and ~~157,167~~154,385 shares of Class A Common Stock have been excluded for the three and ~~six~~nine months ended ~~October~~January 31, ~~2018,~~2019, respectively.

Warrants to purchase ~~515,114~~518,750 shares of Class A Common Stock have not been included for both the three and ~~six~~nine months ended ~~October~~January 31, ~~2019,~~2020, respectively. ~~There were 0 warrants issued during the three~~Warrants to purchase 470,000 and ~~six months ended October 31, 2018.~~

~~There were 0 restricted~~158,148 shares ~~excluded~~of Class A Common Stock have not been included for the three and ~~six~~nine months ended ~~October~~January 31, 2019, ~~and 2018,~~ respectively.

Note 9 — Restructuring and Related Charges

Business Optimization Program

Beginning in fiscal year 2020, we initiated a multi-year Business Optimization Program (the “Business Optimization Program”) to drive efficiency improvement and operating savings.

The following tables summarize the pre-tax restructuring charges related to this program:

	Three Months Ended October 31,			Six Months Ended October 31,		Three Months Ended January 31,		Nine Months Ended January 31,
	2019			2019		2020		2020
Charges (Credits) by Segment:
Charges by Segment:
Research Publishing & Platforms	$	29		$	2,665	$	66	$	2,731
Academic & Professional Learning		765			3,542		1,556		5,098
Education Services		(475	)		1,717		4		1,721
Corporate Expenses		2,835			6,100		2,167		8,267
Total Restructuring and Related Charges	$	3,154		$	14,024	$	3,793	$	17,817

Charges by Activity:
Severance and termination benefits	$	578		$	11,287	$	2,313	$	13,600
Operating lease right-of-use asset impairment		—			161		—		161
Facility related charges		1,240			1,240		1,480		2,720
Other Activities		1,336			1,336
Other activities							—		1,336
Total Restructuring and Related Charges	$	3,154		$	14,024	$	3,793	$	17,817

Other Activities for the ~~three and six~~nine months ended ~~October~~January 31, ~~2019~~2020 relate to reserves associated with the cessation of certain offerings and the impairment of certain software licenses.

Index

The following table summarizes the activity for the Business Optimization Program liability for the ~~six~~nine months ended ~~October~~January 31, ~~2019:~~2020:

	April 30, 2019		Charges		Payments			Foreign Translation & Other Adjustments			October 31, 2019		April 30, 2019		Charges		Payments			Foreign Translation & Other Adjustments			January 31, 2020
Severance and termination benefits	$	—	$	11,287	$	(2,760	)	$	(168	)	$	8,359	$	—	$	13,600	$	(4,912	)	$	(1,065	)	$	7,623
Other Activities		—		1,336		—			(365	)		971
Other activities														—		1,336		(709	)		(159	)		468
Total	$	—	$	12,623	$	(2,760	)	$	(533	)	$	9,330	$	—	$	14,936	$	(5,621	)	$	(1,224	)	$	8,091

The restructuring liability as of ~~October~~January 31, ~~2019~~2020 for accrued severance and termination benefits is reflected in Accrued Employment Costs in the Unaudited Condensed Consolidated Statement of Financial Position. The restructuring liability as of ~~October~~January 31, ~~2019~~2020 for other activities is reflected in Other Accrued Liabilities in the Unaudited Condensed Consolidated Statement of Financial Position.

Restructuring and Reinvestment Program

Beginning in the year ended April 30, 2013, we initiated a global program (the “Restructuring and Reinvestment Program”) to restructure and realign our cost base with current and anticipated future market conditions. We are targeting a majority of the expected cost savings achieved to improve margins and earnings, while the remainder will be reinvested in high-growth digital business opportunities.

The following tables summarize the pre-tax restructuring (credits) charges related to this program:

Three Months Ended
October 31,

Six Months Ended
October 31,
Total Charges
2019
2018 ⁽¹⁾
2019
2018 ⁽¹⁾
Incurred to Date
Charges (Credits) by Segment:
Research Publishing & Platforms $ 697 $ 2,282 $ 681 $ 1,302 $ 27,225
Academic & Professional Learning 35 2,194 63 1,477 42,902
Education Services — 310 (103 ) 102 3,764
Corporate Expenses 115 5,210 71 1,029 96,449
Total Restructuring and Related Charges $ 847 $ 9,996 $ 712 $ 3,910 $ 170,340

Charges by Activity:
Severance and termination benefits $ 847 $ 8,672 $ 497 $ 2,894 $ 116,756
Consulting and Contract Termination Costs — 90 — 225 21,155
Other Activities — 1,234 215 791 32,429
Total Restructuring and Related Charges $ 847 $ 9,996 $ 712 $ 3,910 $ 170,340

	Three Months Ended January 31,						Nine Months Ended January 31,					Total Charges
	2020			2019 ⁽¹⁾			2020			2019 ⁽¹⁾		Incurred to Date
(Credits) Charges by Segment:
Research Publishing & Platforms	$	(26	)	$	(51	)	$	655		$	1,251	$	27,199
Academic & Professional Learning		(15	)		(202	)		48			1,275		42,887
Education Services		—			272			(103	)		374		3,764
Corporate Expenses		(454	)		(367	)		(383	)		662		95,995
Total Restructuring and Related (Credits) Charges	$	(495	)	$	(348	)	$	217		$	3,562	$	169,845

(Credits) Charges by Activity:
Severance and termination benefits	$	(324	)	$	(911	)	$	173		$	1,983	$	116,432
Consulting and contract termination costs		(171	)		301			(171	)		526		20,984
Other activities		—			262			215			1,053		32,429
Total Restructuring and Related (Credits) Charges	$	(495	)	$	(348	)	$	217		$	3,562	$	169,845

⁽¹⁾	As previously announced, we have changed our segment reporting structure to align with our strategic focus areas. See Note 10, “Segment Information,” for more details.

Other ~~Activities~~activities for the ~~three and six~~nine months ended ~~October~~January 31, ~~2019~~2020 include facility related costs. Other ~~Activities~~activities for the three and ~~six~~nine months ended ~~October~~January 31, ~~2018~~2019 include lease impairment related costs.

~~Index~~

The following table summarizes the activity for the Restructuring and Reinvestment Program liability for the ~~six~~nine months ended ~~October~~January 31, ~~2019:~~2020:

	April 30, 2019		Charges		Payments			Adoption of New Lease Standard ⁽¹⁾			Foreign Translation & Other Adjustments			October 31, 2019		April 30, 2019		Charges (Credits)			Payments			Adoption of New Lease Standard ⁽¹⁾			Foreign Translation & Other Adjustments			January 31, 2020
Severance and termination benefits	$	4,887	$	497	$	(3,125	)	$	—		$	203		$	2,462	$	4,887	$	173		$	(4,524	)	$	—		$	1,102		$	1,638
Consulting and Contract Termination Costs		303		—		—			—			—			303
Other Activities		2,544		—		—			(2,258	)		(34	)		252
Consulting and contract termination costs																	303		(171	)		(132	)		—			—			—
Other activities																	2,544		—			—			(2,270	)		(12	)		262
Total	$	7,734	$	497	$	(3,125	)	$	(2,258	)	$	169		$	3,017	$	7,734	$	2		$	(4,656	)	$	(2,270	)	$	1,090		$	1,900

Index

⁽¹⁾	Refer to Note 2, “Recent Accounting Standards,” and Note 5, “Operating Leases” for more information related to the adoption of the new lease standard.

The restructuring liability as of ~~October~~January 31, ~~2019~~2020 for accrued severance and termination benefits is reflected in Accrued Employment Costs in the Unaudited Condensed Consolidated Statement of Financial Position. ~~The liability as of October 31, 2019, for Consulting and Contract Termination Costs is reflected in Other Accrued Liabilities.~~

As of ~~October~~January 31, ~~2019,~~2020, $0.3 million of ~~Other Activities~~other activities are reflected in Other ~~Accrued~~Long-Term Liabilities and mainly relate to facility relocation and lease impairment related costs.

We currently do not anticipate any further material charges related to the Restructuring and Reinvestment Program.

New York		13-5593032
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

111 River Street, Hoboken, New Jersey		07030
(Address of principal executive offices)		Zip Code

Title of each class	Trading Symbol	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

Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☐

Item 1.	Financial Statements

	Condensed Consolidated Statements of Financial Position – Unaudited as of ~~October~~January 31, ~~2019~~2020 and as of April 30, 2019	54

	Condensed Consolidated Statements of Income – Unaudited for the three and ~~six~~nine months ended ~~October~~January 31, ~~2019~~2020 and ~~2018~~2019	65

	Condensed Consolidated Statements of Comprehensive Income – Unaudited for the three and ~~six~~nine months ended ~~October~~January 31, ~~2019~~2020 and ~~2018~~2019	76

	Condensed Consolidated Statements of Cash Flows – Unaudited for the ~~six~~nine months ended ~~October~~January 31, ~~2019~~2020 and ~~2018~~2019	87

	Condensed Consolidated Statements of Shareholders' Equity – Unaudited for the three and ~~six~~nine months ended ~~October~~January 31, ~~2019~~2020 and ~~2018~~2019	98

	Notes to Unaudited Condensed Consolidated Financial Statements
	Note 1. Basis of Presentation	1110
	Note 2. Recent Accounting Standards	1110
	Note 3. Acquisitions	13
	Note 4. Revenue Recognition, Contracts with Customers	15
	Note 5. Operating Leases	16
	Note 6. Stock-Based Compensation	1817
	Note 7. Accumulated Other Comprehensive Loss	18
	Note 8. Reconciliation of Weighted Average Shares Outstanding	19
	Note 9. Restructuring and Related Charges	19
	Note 10. Segment Information	22
	Note 11. Inventories	23
	Note 12. Goodwill and Intangible Assets	23
	Note 13. Income Taxes	24
	Note 14. Retirement Plans	24
	Note 15. Debt and Available Credit Facilities	2425
	Note 16. Derivative Instruments and Hedging Activities	25
	Note 17. Capital Stock and Changes in Capital Accounts	2627
	Note 18. Commitments and Contingencies	2728

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2829

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3941

Item 4.	Controls and Procedures	4042

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	4143

Item 1a.	Risk Factors	4143

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4144

Item 6.	Exhibits	4144

SIGNATURES		45

	Three Months Ended October 31,						��	Six Months Ended October 31,						Three Months Ended January 31,						Nine Months Ended January 31,
	2019			2018				2019			2018			2020			2019			2020			2019
Revenue:
Research Publishing & Platforms	$	234,709		$	229,075			$	464,084		$	454,392		$	233,556		$	227,037		$	697,640		$	681,429
Academic & Professional Learning		177,725			189,670				322,583			346,094			178,278			176,123			500,861			522,217
Education Services		53,771			29,877				103,068			59,037			55,297			46,207			158,365			105,244
Total Revenue	$	466,205		$	448,622			$	889,735		$	859,523		$	467,131		$	449,367		$	1,356,866		$	1,308,890

Contribution to Profit:
Research Publishing & Platforms	$	63,291		$	59,210			$	118,937		$	116,527		$	63,861		$	60,863		$	182,798		$	177,390
Academic & Professional Learning		35,050			47,078				39,961			68,845			28,793			37,536			68,754			106,381
Education Services		2,583			(867	)			(4,616	)		(5,886	)		(5,166	)		(7,589	)		(9,782	)		(13,475	)
Total Contribution to Profit ⁽¹⁾	$	100,924		$	105,421			$	154,282		$	179,486		$	87,488		$	90,810		$	241,770		$	270,296
Corporate Expenses		(37,533	)		(47,946	)			(86,332	)		(85,871	)		(38,994	)		(40,464	)		(125,326	)		(126,335	)
Operating Income ⁽¹⁾	$	63,391		$	57,475			$	67,950		$	93,615		$	48,494		$	50,346		$	116,444		$	143,961

Adjusted Contribution to Profit:⁽¹⁾
Research Publishing & Platforms	$	64,017		$	61,492			$	122,283		$	117,829		$	63,901		$	60,812		$	186,184		$	178,641
Academic & Professional Learning		35,850			49,272				43,566			70,322			30,334			37,334			73,900			107,656
Education Services		2,108			(557	)			(3,002	)		(5,784	)		(5,162	)		(7,317	)		(8,164	)		(13,101	)
Total Adjusted Contribution to Profit	$	101,975		$	110,207			$	162,847		$	182,367		$	89,073		$	90,829		$	251,920		$	273,196
Adjusted Corporate Expenses		(34,583	)		(42,736	)			(80,161	)		(84,842	)		(37,281	)		(40,831	)		(117,442	)		(125,673	)
Total Adjusted Operating Income	$	67,392		$	67,471			$	82,686		$	97,525		$	51,792		$	49,998		$	134,478		$	147,523

Depreciation and Amortization:
Research Publishing & Platforms	$	17,037		$	15,422			$	34,190		$	30,787		$	17,056		$	14,651		$	51,246		$	45,438
Academic & Professional Learning		17,349			17,473				33,873			35,050			17,806			16,026			51,679			51,076
Education Services		5,522			3,045				11,020			6,512			5,987			5,725			17,007			12,237
Total Depreciation and Amortization	$	39,908		$	35,940			$	79,083		$	72,349		$	40,849		$	36,402		$	119,932		$	108,751
Corporate Depreciation and Amortization		2,730			3,712				5,774			7,474			2,832			3,431			8,606			10,905
Total Depreciation and Amortization	$	42,638		$	39,652			$	84,857		$	79,823		$	43,681		$	39,833		$	128,538		$	119,656

Adjusted EBITDA:⁽²⁾
Research Publishing & Platforms	$	81,054		$	76,914			$	156,473		$	148,616		$	80,957		$	75,463		$	237,430		$	224,079
Academic & Professional Learning		53,199			66,745				77,439			105,372			48,140			53,360			125,579			158,732
Education Services		7,630			2,488				8,018			728			825			(1,592	)		8,843			(864	)
Total Segment Adjusted EBITDA	$	141,883		$	146,147			$	241,930		$	254,716		$	129,922		$	127,231		$	371,852		$	381,947
Corporate Adjusted EBITDA		(31,853	)		(39,024	)			(74,387	)		(77,368	)		(34,449	)		(37,400	)		(108,836	)		(114,768	)
Total Adjusted EBITDA	$	110,030		$	107,123			$	167,543		$	177,348		$	95,473		$	89,831		$	263,016		$	267,179

	(201) 748-6000
	Registrant’s telephone number, including area code

	Not Applicable
Former name, former address and former fiscal year, if changed since last report

Fiscal Year	Operating Lease Liabilities
2020 (remaining 6 months)	$	16,758
2021		28,073
2022		25,085
2023		22,683
2024		21,791
Thereafter		134,823
Total undiscounted lease payments		249,213

Less: Imputed interest		66,182

Present Value of Minimum Lease Payments		183,031

Less: Current portion		18,409

Noncurrent portion	$	164,622

	April 30, 2019		Acquisitions ⁽¹⁾		Foreign Translation Adjustment		October 31, 2019		April 30, 2019		Acquisitions ⁽¹⁾		Foreign Translation Adjustment			January 31, 2020
Research Publishing & Platforms	$	438,511	$	844	$	640	$	439,995	$	438,511	$	844	$	4,482		$	443,837
Academic & Professional Learning		458,145		45,752		134		504,031		458,145		45,807		(718	)		503,234
Education Services		199,010		161		—		199,171		199,010		80,440		(264	)		279,186
Total	$	1,095,666	$	46,757	$	774	$	1,143,197	$	1,095,666	$	127,091	$	3,500		$	1,226,257

Date of Declaration by Board of Directors	Quarterly Cash Dividend	Total Dividend	Class of Common Stock	Dividend Paid Date	Shareholders of Record as of Date
June 27, 2019	$0.34 per common share	$19.2 million	Class A and Class B	July 24, 2019	July 10, 2019
September 26, 2019	$0.34 per common share	$19.1 million	Class A and Class B	October 23, 2019	October 8, 2019
December 18, 2019	$0.34 per common share	$19.0 million	Class A and Class B	January 16, 2020	January 2, 2020

Changes in Common Stock A:	2019			2018			2020			2019
Number of shares, beginning of year		70,127			70,111			70,127			70,111
Common stock class conversions		22			14			29			14
Number of shares issued, end of period		70,149			70,125			70,156			70,125

Changes in Common Stock A in treasury:
Number of shares held, beginning of year		22,634			21,853			22,634			21,853
Purchase of treasury shares		552			425			757			634
Restricted shares issued under stock-based compensation plans - non-PSU Awards		(63	)		(54	)		(154	)		(91	)
Restricted shares issued under stock-based compensation plans - PSU Awards		(43	)		(59	)		(43	)		(59	)
Restricted shares, forfeited		—			—			1			—
Restricted shares issued from exercise of stock options		(17	)		(224	)		(34	)		(224	)
Shares withheld for taxes		44			53			63			71
Other		—			6			—			6
Number of shares held, end of period		23,107			22,000			23,224			22,190
Number of Common Stock A outstanding, end of period		47,042			48,125			46,932			47,935

Changes in Common Stock B:	2019			2018			2020			2019
Number of shares, beginning of year		13,055			13,071			13,055			13,071
Common stock class conversions		(22	)		(14	)		(29	)		(14	)
Number of shares issued, end of period		13,033			13,057			13,026			13,057

Changes in Common Stock B in treasury:
Number of shares held, beginning of year		3,918			3,918			3,918			3,918
Number of shares held, end of period		3,918			3,918			3,918			3,918
Number of Common Stock B outstanding, end of period		9,115			9,139			9,108			9,139

	Three Months Ended January 31,
	2020		2019
U.S. GAAP EPS	$	0.63	$	0.61
Adjustments:
Restructuring and related charges		0.04		—
Foreign exchange losses on intercompany transactions		0.01		—
Non-GAAP Adjusted EPS	$	0.68	$	0.61

	Three Months Ended October 31,
	2019		2018
GAAP EPS	$	0.79	$	0.76
Adjustments:
Restructuring and related charges		0.06		0.13
Non-GAAP Adjusted EPS	$	0.85	$	0.89

	Three Months Ended October 31,							Constant Currency			Three Months Ended January 31,									Constant Currency
RESEARCH PUBLISHING & PLATFORMS:	2019		2018		% Change Favorable (Unfavorable)			% Change Favorable (Unfavorable)			2020			2019			% Change Favorable (Unfavorable)			% Change Favorable (Unfavorable)
Revenue:
Research Publishing	$	225,085	$	219,710		2	%		4	%	$	223,393		$	217,973			2	%		2	%
Research Platforms		9,624		9,365		3	%		3	%		10,163			9,064			12	%		12	%
Total Research Publishing & Platforms Revenue		234,709		229,075		2	%		4	%		233,556			227,037			3	%		3	%

Cost of Sales		64,109		63,040		(2	)%		(4	)%		62,515			62,973			1	%		1	%
Operating Expenses		99,542		97,576		(2	)%		(4	)%		99,911			96,311			(4	)%		(4	)%
Amortization of Intangibles		7,041		6,967		(1	)%		(4	)%		7,229			6,941			(4	)%		(4	)%
Restructuring Charges (see Note 9)		726		2,282		68	%		68	%
Restructuring Charges (Credits) (see Note 9)												40			(51	)		#			#

Contribution to Profit		63,291		59,210		7	%		7	%		63,861			60,863			5	%		5	%
Restructuring Charges (see Note 9)		726		2,282
Restructuring Charges (Credits) (see Note 9)												40			(51	)
Adjusted Contribution to Profit		64,017		61,492		4	%		4	%		63,901			60,812			5	%		5	%
Depreciation and amortization		17,037		15,422								17,056			14,651
Adjusted EBITDA	$	81,054	$	76,914		5	%		6	%	$	80,957		$	75,463			7	%		8	%
Adjusted EBITDA Margin												34.7	%		33.2	%

	Nine Months Ended January 31,
	2020		2019
U.S. GAAP EPS	$	1.48	$	1.81
Adjustments:
Restructuring and related charges		0.24		0.05
Foreign exchange losses on intercompany transactions		0.02		0.06
Non-GAAP Adjusted EPS	$	1.74	$	1.92

	Six Months Ended October 31,
	2019		2018
GAAP EPS	$	0.85	$	1.21
Adjustments:
Restructuring and related charges		0.20		0.05
Foreign exchange losses on intercompany transactions		0.01		0.05
Non-GAAP Adjusted EPS	$	1.06	$	1.31

Item	Original Fiscal Year 2020 Outlook ⁽¹⁾		zyBooks Impact			Updated Fiscal Year 2020 Outlook ⁽¹⁾		Fiscal Year 2019 Actual		Fiscal Year 2020 Outlook		FX Impact			mthree Impact ⁽¹⁾			Q3 Update⁽²⁾ (Includes FX and mthree)
Revenue	$	1,840-1,870	$	15		$	1,855-1,885	$	1,800	$	1,855-1,885	$	(17	)	$	20		Reaffirmed
Adjusted EBITDA	$	360-375	$	(3	)	$	357-372	$	388	$	357-372	$	(5	)	$	(2	)	Reaffirmed
Adjusted EPS	$	2.45-2.55	$	(0.10	)	$	2.35-2.45	$	2.96	$	2.35-2.45	$	(0.06	)	$	(0.07	)	Raised, $2.45- $2.55
Free Cash Flow	$	210-230	Insignificant			Unchanged		$	149	$	210-230	$	(5	)	$	(2	)	Reaffirmed

Net Cash Used In Operating Activities – Six Months Ended October 31, 2018	$	(116.6	)
Working Capital Changes:
Accounts receivable, net and contract liabilities - due to the timing of collections, including collections from the delayed calendar year 2019 journal subscription billing into fiscal year 2020		51.1
Accounts payable and other accrued liabilities - due to the timing of payments and lower incentive payments in the six months ended October 31, 2019		15.9
Income tax payments primarily due to the timing of certain international tax payments		(19.0	)
Other working capital items		(17.4	)
Lower net income adjusted for items to reconcile net income to net cash used in operating activities		(13.5	)
Net Cash Used In Operating Activities – Six Months Ended October 31, 2019	$	(99.5	)

Net Cash Provided By Operating Activities – Nine Months Ended January 31, 2019	$	52.1
Working Capital Changes:
Accounts receivable, net and contract liabilities - due to the timing of collections, including collections from the delayed calendar year 2019 journal subscription billing into fiscal year 2020		66.5
Accrued income taxes primarily due to the timing of certain international tax payments		(19.5	)
Lower contributions to the employment retirement plans due to a prior year $10.0 million discretionary contribution to the U.S. Employees' Retirement Plan of John Wiley & Sons, Inc.		10.9
Other working capital items, including the timing of payments of accounts payable		(15.1	)
Lower net income adjusted for items to reconcile net income to net cash provided by operating activities		(6.0	)
Net Cash Provided By Operating Activities – Nine Months Ended January 31, 2020	$	88.9

	October 31, 2019			April 30, 2019
Increase in Inventories, net	$	9,889		$	3,739
Decrease in Accrued royalties	$	(5,285	)	$	(3,653	)
Increase in Contract liabilities	$	37,699		$	25,934
Print book sales return reserve net liability balance	$	(22,525	)	$	(18,542	)

	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as part of a Publicly Announced Program		Maximum Number of Shares that May be Purchased Under the Program
November 2019		—	$	—		—		1,337,128
December 2019		165,000		48.81		165,000		1,172,128
January 2020		40,370		48.22		40,370		1,131,758
Total		205,370	$	48.69		205,370		1,131,758

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	18 U.S.C. Section 1350 Certificate by the President and Chief Executive Officer.
32.2	18 U.S.C. Section 1350 Certificate by the Executive Vice President and Chief Financial ~~and Operations~~ Officer.
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its 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.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

		JOHN WILEY & SONS, INC.
		Registrant

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

	By	/s/ John A. Kritzmacher
		John A. Kritzmacher
		~~Chief Financial Officer and~~ Executive Vice President ~~Operations~~and Chief Financial Officer

	By	/s/ Christopher F. Caridi
		Christopher F. Caridi
		Senior Vice President, Corporate Controller and Chief Accounting Officer

		Dated: ~~December 5, 2019~~March 6, 2020