UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: April 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission file number 001-11507 JOHN WILEY & SONS, INC. (Exact name of Registrant as specified in its charter) | New York | 13-5593032 | | --- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_____ to _____ Commission File No. 001-11507 JOHN WILEY & SONS, INC. (Exact name of Registrant as specified in its charter) New York 13-5593032 (State or other jurisdic ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2021 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 111 River Street, Hoboken, New Jersey 07030 (Address of principal executive offices) Zip Code (201) 748-6000 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE A ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_____ to _____ Commission File No. 001-11507 JOHN WILEY & SONS, INC. (Exact name of Registrant as specified in its charter) New York 13-5593032 (State or other jurisdictio ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: April 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission file number 001-11507 JOHN WILEY & SONS, INC. (Exact name of Registrant as specified in its charter) | New York | 13-5593032 | | --- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_____ to _____ Commission File No. 001-11507 New York 13-5593032 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 111 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_____ to _____ Commission File No. 001-11507 JOHN WILEY & SONS, INC. (201) 748-6000 Registrant's telephone number, including area code Not Applicable Former name, forme ...

PART I - FINANCIAL INFORMATION [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) The company reported a 2% revenue increase to $431.3 million and net income of $16.3 million for the quarter [Condensed Consolidated Statements of Financial Position](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Financial%20Position) Total assets decreased to $3.07 billion, liabilities to $2.10 billion, and equity rose to $973.7 million Condensed Consolidated Statements of Financial Position (Unaudited, in thousands) | Account | July 31, 2020 ($ in thousands) | April 30, 2020 ($ in thousands) | | :--- | :--- | :--- | | **Total Current Assets** | $488,003 | $614,927 | | **Total Assets** | **$3,068,946** | **$3,168,794** | | **Total Current Liabilities** | $716,136 | $927,269 | | **Total Liabilities** | **$2,095,201** | **$2,235,170** | | **Total Shareholders' Equity** | **$973,745** | **$933,624** | [Condensed Consolidated Statements of Income](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) Revenue increased to $431.3 million, operating income surged to $30.0 million, leading to $16.3 million net income Condensed Consolidated Statements of Income (Unaudited, in thousands, except per share data) | Metric | Three Months Ended July 31, 2020 | Three Months Ended July 31, 2019 | | :--- | :--- | :--- | | **Revenue, net** | $431,326 | $423,530 | | **Operating Income** | $30,039 | $4,559 | | **Net Income** | $16,334 | $3,624 | | **Diluted EPS** | $0.29 | $0.06 | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operations was $120.8 million, investing $28.3 million, and financing provided $43.5 million Cash Flow Summary (Unaudited, in thousands) | Cash Flow Activity | Three Months Ended July 31, 2020 ($ in thousands) | Three Months Ended July 31, 2019 ($ in thousands) | | :--- | :--- | :--- | | **Net Cash Used In Operating Activities** | $(120,783) | $(94,168) | | **Net Cash Used In Investing Activities** | $(28,280) | $(105,892) | | **Net Cash Provided By Financing Activities** | $43,484 | $213,333 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes detail accounting standards, mthree acquisition, restructuring charges, and effective tax rate changes - The company adopted a new standard for measuring credit losses on financial instruments (ASU 2016-13) on May 1, 2020, resulting in a cumulative effect adjustment to retained earnings of **$1.776 million**[29](index=29&type=chunk)[30](index=30&type=chunk)[33](index=33&type=chunk) - The acquisition of mthree in January 2020 for **$128.6 million** contributed **$12.4 million** in revenue for the quarter and added **$82.6 million** in goodwill to the Education Services segment[39](index=39&type=chunk)[40](index=40&type=chunk)[41](index=41&type=chunk) - The company initiated a multi-year Business Optimization Program in fiscal year 2020, incurring **$2.2 million** in restructuring charges for the quarter, with total charges to date of **$35.0 million**[79](index=79&type=chunk) - The effective tax rate for the quarter was **45.1%**, up from **8.6%** in the prior year, primarily due to a **$6.7 million** non-cash deferred tax expense from the re-measurement of UK deferred tax liabilities after a statutory rate increase from 17% to 19%[93](index=93&type=chunk)[94](index=94&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=29&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) MD&A reports 2% revenue growth, substantial income increase, no FY2021 outlook, and adequate liquidity [Consolidated Operating Results](index=29&type=section&id=Consolidated%20Operating%20Results) Consolidated revenue rose 2% to $431.3 million, operating income surged to $30.0 million, and adjusted EPS was $0.42 Q1 FY2021 vs Q1 FY2020 Performance | Metric | Q1 FY2021 ($) | Q1 FY2020 ($) | % Change | | :--- | :--- | :--- | :--- | | **Revenue** | $431.3M | $423.5M | +2% | | **Operating Income** | $30.0M | $4.6M | +559% | | **Diluted EPS** | $0.29 | $0.06 | +383% | | **Adjusted EPS** | $0.42 | $0.21 | +100% | - Revenue growth was primarily driven by acquisitions; on an organic, constant currency basis, revenue decreased **1%**[118](index=118&type=chunk) - Operating and administrative expenses decreased by **$12.8 million (5%)**, reflecting lower discretionary spending and employee-related costs[121](index=121&type=chunk) [Segment Operating Results](index=31&type=section&id=Segment%20Operating%20Results) Research and Education Services saw revenue growth, while Academic & Professional Learning declined due to market impacts - **Research Publishing & Platforms:** Revenue increased **6%** (constant currency) to **$240.8 million**, with Adjusted EBITDA up **19%** to **$89.3 million**, driven by Open Access growth and lower spending[135](index=135&type=chunk)[136](index=136&type=chunk)[137](index=137&type=chunk) - **Academic & Professional Learning:** Revenue decreased **12%** to **$126.9 million**, with Adjusted EBITDA down **23%** (constant currency) to **$18.5 million**, due to print declines and COVID-19 impacts[138](index=138&type=chunk)[139](index=139&type=chunk)[140](index=140&type=chunk) - **Education Services:** Revenue grew **29%** to **$63.6 million**, driven by the mthree acquisition, with organic revenue growth of **4%** and Adjusted EBITDA of **$8.0 million**[142](index=142&type=chunk)[144](index=144&type=chunk)[145](index=145&type=chunk) [Fiscal Year 2021 Outlook](index=34&type=section&id=Fiscal%20Year%202021%20Outlook) No specific FY2021 outlook due to COVID-19 uncertainty, with cost reductions and dividend increase planned - The company has not provided a specific fiscal year 2021 outlook due to uncertainty surrounding the COVID-19 pandemic's impact[149](index=149&type=chunk) - Cost reduction initiatives are underway, including executive pay cuts, discretionary spending controls, and a review of the real estate portfolio[150](index=150&type=chunk)[151](index=151&type=chunk) - Capital allocation plans for FY2021 include capex of **~$100 million**, a dividend increase for the 27th consecutive year, and a temporary suspension of share repurchases[151](index=151&type=chunk) [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains adequate liquidity with $101.4 million cash and $648.1 million unused credit - As of July 31, 2020, the company had **$101.4 million** in cash and cash equivalents and **$648.1 million** of unused borrowing capacity under its credit facilities[153](index=153&type=chunk)[155](index=155&type=chunk) Free Cash Flow less Product Development Spending (in thousands) | Metric | Three Months Ended July 31, 2020 ($ in thousands) | Three Months Ended July 31, 2019 ($ in thousands) | | :--- | :--- | :--- | | Net Cash Used In Operating Activities | $(120,783) | $(94,168) | | Less: Additions to Technology, Property and Equipment | $(18,964) | $(24,202) | | Less: Product Development Spending | $(5,325) | $(6,211) | | **Free Cash Flow less Product Development Spending** | **$(145,072)** | **$(124,581)** | - The increase in cash used in operating activities was primarily due to the timing of payments for accounts payable, royalties, and income taxes[160](index=160&type=chunk)[161](index=161&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=37&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces interest rate, foreign exchange, and credit risks, with derivatives used for hedging - A hypothetical one percent change in interest rates on the **$547.3 million** of unhedged variable rate debt would affect net income by approximately **$4.3 million** annually[169](index=169&type=chunk) - The company is primarily exposed to foreign exchange rate fluctuations in the British pound sterling, euro, Canadian and Australian dollars[170](index=170&type=chunk) - Significant customer credit risk exists with journal subscription agents, who account for **~20%** of annual revenue, and with the top 10 book customers, who account for **~15%** of revenue[176](index=176&type=chunk)[177](index=177&type=chunk) [Controls and Procedures](index=38&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls were effective, with ongoing integration of mthree and new ERP system implementation - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the end of the reporting period[179](index=179&type=chunk) - The company is in the process of integrating the acquisition of mthree into its overall internal control over financial reporting[180](index=180&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=39&type=section&id=Item%201.%20Legal%20Proceedings) No significant developments in legal proceedings occurred during the quarter - No significant developments in legal proceedings occurred during the quarter[184](index=184&type=chunk) [Risk Factors](index=39&type=section&id=Item%201a.%20Risk%20Factors) The company refers to risk factors detailed in its Annual Report on Form 10-K - The company refers to the risk factors disclosed in its Annual Report on Form 10-K for the fiscal year ended April 30, 2020[185](index=185&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=39&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No share repurchases were conducted during the three months ended July 31, 2020 - There were no share repurchases during the three months ended July 31, 2020[186](index=186&type=chunk) [Exhibits](index=40&type=section&id=Item%206.%20Exhibits) This section lists various exhibits filed, including incentive plans and officer certifications - Lists various exhibits filed with the report, including executive compensation plans and officer certifications[190](index=190&type=chunk)

[PART I](index=5&type=section&id=PART%20I) [Business Overview](index=5&type=section&id=Item%201.%20Business) John Wiley & Sons, Inc., a global research and education company, realigned into three segments in FY2020: Research Publishing & Platforms, Academic & Professional Learning, and Education Services, with 44% of revenue from outside the U.S. - The company reorganized into three new reportable segments: **Research Publishing & Platforms**, **Academic & Professional Learning**, and **Education Services**[20](index=20&type=chunk) FY 2020 Revenue and Margin by Segment | Segment | % of Consolidated Revenue | Adjusted EBITDA Margin | | :--- | :--- | :--- | | Research Publishing & Platforms | ~52% | 35.3% | | Academic & Professional Learning | ~35% | 23.7% | | Education Services | ~13% | 8.7% | - Key growth strategies involve driving volume from existing brands, developing new digital products, securing new university partners for online programs, and making strategic acquisitions[24](index=24&type=chunk) [Research Publishing & Platforms](index=6&type=section&id=Research%20Publishing%20%26%20Platforms) This segment, representing **52% of FY2020 revenue**, publishes academic journals and provides the Atypon platform, focusing on journal subscriptions, open access, and comprehensive 'read and publish' agreements - The segment publishes approximately **1,675 academic journals**, with about **50% of subscription revenue** from partnerships with professional societies[25](index=25&type=chunk)[26](index=26&type=chunk) - The company is expanding **Open Access** offerings, including Hybrid Open Access and fully open access (Gold) journals, funded by **Article Publication Charges (APC)**[32](index=32&type=chunk)[34](index=34&type=chunk)[35](index=35&type=chunk) - Significant comprehensive "**read and publish**" agreements have been established with consortia in the U.K. (Jisc) and Germany (Projekt DEAL), shifting revenue models to combined fees[36](index=36&type=chunk)[37](index=37&type=chunk) [Academic & Professional Learning](index=9&type=section&id=Academic%20%26%20Professional%20Learning) This segment, accounting for **35% of FY2020 revenue**, offers educational and professional content, digital courseware, and corporate training, while managing print revenue decline and focusing on digital growth - The segment actively manages print revenue decline by realigning cost structure, rationalizing its portfolio, and focusing on **digital opportunities**[40](index=40&type=chunk) - Recent acquisitions like **Zyante, Inc. (zyBooks)** and **Knewton's alta™ technology** enhance digital learning offerings in STEM and adaptive learning[52](index=52&type=chunk) - Corporate Training services include branded assessment solutions like **Everything DiSC®** and **The Five Behaviors®**, and online learning modules via the **Cross Knowledge platform**[58](index=58&type=chunk)[59](index=59&type=chunk) [Education Services](index=12&type=section&id=Education%20Services) This segment, comprising **13% of FY2020 revenue**, delivers online program management for higher education and talent placement services through the mthree acquisition - The Education Services business had **69 university partners** under contract as of April 30, 2020, offering market research, student recruitment, and course design services[62](index=62&type=chunk) - On January 1, 2020, Wiley acquired **mthree**, an education services provider that sources, trains, and places technology talent with corporations[64](index=64&type=chunk) [Risk Factors](index=14&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from the COVID-19 pandemic, market shifts to digital, IT dependence, data privacy regulations, acquisition integration challenges, customer concentration, and regulatory changes like open access mandates - The **COVID-19 pandemic** negatively impacted business, causing declines in print book sales, test prep, corporate training, and delays in journal subscription renewals and customer payments[71](index=71&type=chunk)[72](index=72&type=chunk)[75](index=75&type=chunk) - The market shift to **digital content** and demand for lower-priced products, alongside efficient used and rental textbook markets, could adversely affect sales volumes and pricing[78](index=78&type=chunk)[79](index=79&type=chunk)[80](index=80&type=chunk) - Significant customer concentration risk exists, with subscription agents accounting for approximately **20% of total annual revenue** (one group representing **10%**), and the top **10 book customers** accounting for **12% of revenue**[85](index=85&type=chunk)[86](index=86&type=chunk)[87](index=87&type=chunk) - Acquisitions carry integration difficulties and the risk of failing to realize expected benefits, with **$1.12 billion** in goodwill and **$807.4 million** in intangible assets subject to impairment risk[96](index=96&type=chunk)[97](index=97&type=chunk) - Regulatory changes, including **"open access" publishing mandates** and **Brexit effects**, could adversely impact financial results[111](index=111&type=chunk)[113](index=113&type=chunk) [Properties](index=22&type=section&id=Item%202.%20Properties) The company operates global office, warehouse, and distribution facilities, including leased headquarters in New Jersey and distribution centers in England, alongside owned offices in England and Germany Key Properties | Location | Purpose | Ownership | Approx. Sq. Ft. | | :--- | :--- | :--- | :--- | | New Jersey, US | Corporate Headquarters | Leased | 294,000 | | England, UK | Distribution Centers | Leased | 298,000 | | England, UK | Offices | Owned | 70,000 | | Germany | Office | Owned | 104,000 | [Legal Proceedings](index=22&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in routine litigation, which management expects will not materially impact its financial position or results of operations - Pending litigation is routine and not expected to have a **material impact** on the company's financial condition[125](index=125&type=chunk) [Information About Our Executive Officers](index=23&type=section&id=Information%20About%20Our%20Executive%20Officers) This section details the current executive officers, including Brian A. Napack (President and CEO) and John A. Kritzmacher (EVP, CFO), with their respective roles and election dates - **Brian A. Napack**, age **58**, has served as President and Chief Executive Officer since December 2017[129](index=129&type=chunk) - **John A. Kritzmacher**, age **59**, serves as Executive Vice President, Chief Financial Officer, and Interim Chief Accounting Officer[129](index=129&type=chunk) [PART II](index=24&type=section&id=PART%20II) [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=24&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's Class A and B shares are listed on the NYSE, with the Board considering quarterly dividends and approving a **$200 million** share repurchase program in FY2020 - A new **$200 million** share repurchase program was approved by the Board of Directors during the fiscal year ended April 30, 2020[132](index=132&type=chunk) Share Repurchases in Q4 FY 2020 | Month | Total Shares Purchased | Average Price Paid Per Share | | :--- | :--- | :--- | | February 2020 | — | — | | March 2020 | 325,000 | $35.66 | | April 2020 | — | — | [Selected Financial Data](index=25&type=section&id=Item%206.%20Selected%20Financial%20Data) This section provides a five-year financial summary, noting **FY2020 revenue of $1.83 billion**, an operating loss of **$54.3 million**, and a net loss of **$74.3 million**, primarily due to **$202.3 million** in impairment charges Selected Financial Data (Years Ended April 30, in millions, except per share data) | | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Revenue, net | $1,831.5 | $1,800.1 | $1,796.1 | | Impairment of goodwill and intangible assets | $202.3 | $— | $3.6 | | Operating (Loss) Income | $(54.3) | $224.0 | $231.5 | | Net (Loss) Income | $(74.3) | $168.3 | $192.2 | | Diluted (Loss) Earnings Per Share | $(1.32) | $2.91 | $3.32 | | Cash Dividends (Class A) | $1.36 | $1.32 | $1.28 | - The company's **negative working capital** is primarily driven by unearned contract liabilities from advance cash collections for subscriptions[140](index=140&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses FY2020 financial performance, noting **2% revenue growth to $1.83 billion**, a GAAP net loss due to impairment charges, **19% Adjusted EPS decline**, and the withdrawal of the FY2021 outlook amid COVID-19 uncertainty [Results of Operations (FY 2020 vs. FY 2019)](index=27&type=section&id=Results%20of%20Operations%20%28FY%202020%20vs.%20FY%202019%29) FY2020 revenue grew **2% to $1.83 billion**, but a **$54.3 million** GAAP operating loss resulted from **$202.3 million** in impairment charges, leading to a **19% decrease** in Adjusted EPS to **$2.40** - The **COVID-19 pandemic** negatively impacted Q4 revenue by an estimated **$30-$35 million** and EPS by **$0.15-$0.20 per share**[145](index=145&type=chunk) - The company recorded non-cash impairment charges totaling **$202.3 million**, including **$110.0 million** for Education Services goodwill and **$92.3 million** for intangible assets (primarily the Blackwell trademark)[151](index=151&type=chunk)[153](index=153&type=chunk)[154](index=154&type=chunk) GAAP vs. Non-GAAP EPS Reconciliation (FY 2020) | Metric | Amount | | :--- | :--- | | U.S. GAAP Loss Per Share | $(1.32) | | Impairment Adjustments | $3.29 | | Restructuring Charges | $0.43 | | Other Adjustments | $0.00 | | **Non-GAAP Adjusted EPS** | **$2.40** | [Results of Operations (FY 2019 vs. FY 2018)](index=33&type=section&id=Results%20of%20Operations%20%28FY%202019%20vs.%20FY%202018%29) FY2019 revenue was flat at **$1.80 billion** (up **2%** constant currency), driven by the Learning House acquisition, while operating income decreased **3% to $224.0 million**, and Adjusted EPS fell **14% to $2.96** - Revenue growth was primarily driven by the acquisition of **Learning House**, which contributed **$31.5 million**[180](index=180&type=chunk) - Adjusted EPS decreased **8%** on a constant currency basis, impacted by lower Adjusted Operating Income and a **$0.15 per share** dilutive effect from the Learning House acquisition[197](index=197&type=chunk) [Fiscal Year 2021 Outlook](index=37&type=section&id=Fiscal%20Year%202021%20Outlook) Due to COVID-19 uncertainty, the company withdrew its FY2021 outlook and FY2022 targets, anticipating continued pressure and implementing cost-saving measures including pay reductions and suspended share repurchases - The company withdrew its **FY2021 outlook** and **2022 targets** due to limited visibility from the **COVID-19 pandemic**[212](index=212&type=chunk) - Cost mitigation efforts include six-month base pay reductions for the CEO (**30%**), Executive Leadership Team (**15%**), and Board of Directors (**30% of cash retainer**)[215](index=215&type=chunk) - Share repurchases were temporarily suspended as of **April 9, 2020**, due to market uncertainty[216](index=216&type=chunk) [Liquidity and Capital Resources](index=38&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with **$202.5 million** cash and **$722.3 million** unused borrowing capacity, as net cash from operations increased to **$288.4 million** in FY2020 Key Liquidity Metrics (as of April 30, 2020) | Metric | Amount (in millions) | | :--- | :--- | | Cash and cash equivalents | $202.5 | | Debt outstanding | $775.1 | | Unused borrowing capacity | $722.3 | Cash Flow Summary (Years Ended April 30, in millions) | Cash Flow | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Net Cash from Operating Activities | $288.4 | $250.8 | $382.3 | | Net Cash Used in Investing Activities | $(346.7) | $(301.5) | $(177.4) | | Net Cash from (Used in) Financing Activities | $172.7 | $(17.6) | $(96.8) | - **Free Cash Flow less Product Development Spending** increased to **$173.2 million** in FY2020, up from **$149.2 million** in FY2019[227](index=227&type=chunk) [Critical Accounting Policies and Estimates](index=42&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section outlines critical accounting policies, including sales return reserves, acquisition purchase price allocation, and impairment testing, noting **$110.0 million** goodwill impairment and **$89.5 million** trademark impairment in FY2020 - **Goodwill impairment testing** is performed annually using income and market approaches, with key assumptions including forecasted revenues, operating cash flows, and discount rates[255](index=255&type=chunk)[256](index=256&type=chunk) - A goodwill impairment of **$110.0 million** was recorded for the **Education Services** reporting unit due to underperformance and **COVID-19** headwinds[258](index=258&type=chunk) - A non-cash impairment charge of **$89.5 million** was recorded for the **Blackwell trademark**, reflecting a strategic decision to unify research journal content under the **Wiley brand**[267](index=267&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=46&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks from interest rates, foreign exchange (with **44% of FY2020 revenue** from non-U.S. sources), and customer credit concentration, utilizing derivatives to hedge exposures - Non-U.S. dollar revenues constituted **44% of total consolidated revenues** in FY2020, primarily in **British pound sterling (26%)** and **euro (10%)**[276](index=276&type=chunk) - The company faces customer credit risk concentration, with subscription agents representing approximately **20% of annual revenue** and the top **10 book customers** accounting for about **12% of annual revenue**[280](index=280&type=chunk)[281](index=281&type=chunk) [Financial Statements and Supplementary Data](index=48&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the audited consolidated financial statements for FY2020, including the independent auditor's report, key financial statements, and detailed notes on accounting policies, acquisitions, and segment information - The independent auditor, **KPMG LLP**, issued an **unqualified opinion** on the consolidated financial statements and the effectiveness of internal control over financial reporting[296](index=296&type=chunk)[297](index=297&type=chunk) - Critical Audit Matters included evaluating **revenue recognition** across IT systems, valuing intangible assets from **mthree** and **Zyante** acquisitions, and assessing the fair value of the **Education Services** reporting unit for goodwill impairment[301](index=301&type=chunk)[303](index=303&type=chunk)[306](index=306&type=chunk)[311](index=311&type=chunk) [Controls and Procedures](index=102&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of April 30, 2020, excluding the mthree acquisition from the FY2020 assessment - Management concluded that the company's **disclosure controls and procedures** and **internal control over financial reporting** were effective as of April 30, 2020[586](index=586&type=chunk)[587](index=587&type=chunk) - The **mthree acquisition** in FY2020 was excluded from the scope of management's assessment of internal control over financial reporting[589](index=589&type=chunk) [PART III](index=103&type=section&id=PART%20III) [Directors, Executive Officers and Corporate Governance](index=103&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance practices is incorporated by reference from the company's 2020 Annual Meeting of Shareholders proxy statement - Information on directors and corporate governance is incorporated by reference from the **2020 Proxy Statement**[594](index=594&type=chunk)[595](index=595&type=chunk) [Executive Compensation](index=103&type=section&id=Item%2011.%20Executive%20Compensation) Details regarding executive and director compensation are incorporated by reference from the company's 2020 Proxy Statement - Details on executive and director compensation are incorporated by reference from the **2020 Proxy Statement**[596](index=596&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=103&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information on security ownership and related stockholder matters is incorporated by reference from the 2020 Proxy Statement, with **3,501,116** securities available for future issuance under equity plans - Information on security ownership is incorporated by reference from the **2020 Proxy Statement**[597](index=597&type=chunk) Equity Compensation Plan Information (as of April 30, 2020) | Plan Category | Securities to be Issued Upon Exercise | Weighted Average Exercise Price | Securities Remaining Available for Future Issuance | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by shareholders | 1,228,430 | $50.14 | 3,501,116 | [Certain Relationships and Related Transactions, and Director Independence](index=105&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information concerning related party transactions and director independence is incorporated by reference from the company's 2020 Proxy Statement - Details on related transactions and director independence are incorporated by reference from the **2020 Proxy Statement**[602](index=602&type=chunk)[603](index=603&type=chunk) [Principal Accounting Fees and Services](index=105&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information on principal accounting fees and services is incorporated by reference from the company's 2020 Proxy Statement - Information on principal accounting fees and services is incorporated by reference from the **2020 Proxy Statement**[604](index=604&type=chunk) [PART IV](index=106&type=section&id=PART%20IV) [Exhibits, Financial Statement Schedules](index=106&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section provides an index of financial statements, schedules, and exhibits filed with the Annual Report on Form 10-K, including auditor consent and CEO/CFO certifications - This item provides an index of all financial statements, schedules, and exhibits filed with the **10-K report**[605](index=605&type=chunk)[606](index=606&type=chunk)

[General Disclosures](index=4&type=section&id=General%20Disclosures) This section contains general information and disclaimers applicable to the entire report [Cautionary Notice Regarding Forward-Looking Statements](index=4&type=section&id=Cautionary%20Notice%20Regarding%20Forward-Looking%20Statements) This section provides a "Safe Harbor" statement, warning investors that the report contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially - Forward-looking statements are subject to risks and uncertainties, many outside the company's control, which could cause actual results to differ materially. Investors should not rely on these statements[7](index=7&type=chunk) - Examples of forward-looking statements include fiscal year **2020** outlook, anticipated restructuring charges and savings, operations, performance, and financial condition[7](index=7&type=chunk) [Non-GAAP Financial Measures](index=4&type=section&id=Non-GAAP%20Financial%20Measures) The company presents both U.S. GAAP and non-GAAP financial information, using non-GAAP measures for internal reporting, forecasting, evaluating performance, and incentive compensation, providing supplemental insights for investors - The company uses non-GAAP measures (e.g., Adjusted EPS, Free Cash Flow less Product Development Spending, Adjusted Revenue, Adjusted Operating Income, Adjusted Contribution to Profit, EBITDA, Adjusted EBITDA, Organic revenue, and constant currency results) as supplemental indicators for operating performance, financial position, internal reporting, forecasting, and incentive compensation[10](index=10&type=chunk) - Non-GAAP measures are not standardized by U.S. GAAP, may not be comparable to other companies, and should not be viewed as alternatives to GAAP results[12](index=12&type=chunk) - Adjusted EPS, Adjusted Revenue, Adjusted Operating Income, Adjusted Contribution to Profit, Adjusted EBITDA, and organic revenue provide a more comparable basis to analyze operating results. Free Cash Flow less Product Development Spending assesses long-term value creation for debt repayment, dividends, share repurchases, and acquisitions. Constant currency results remove foreign currency distortion for better period-to-period business trend comparability[13](index=13&type=chunk) [PART I - FINANCIAL INFORMATION](index=6&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis [Item 1. Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, including the statements of financial position, income, comprehensive income, cash flows, and shareholders' equity, along with detailed notes explaining the basis of presentation, recent accounting standards, acquisitions, revenue recognition, operating leases, stock-based compensation, and other financial details [Condensed Consolidated Statements of Financial Position – Unaudited](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Financial%20Position%20%E2%80%93%20Unaudited) This statement presents the company's assets, liabilities, and shareholders' equity at specific dates Condensed Consolidated Statements of Financial Position (Unaudited) | Metric (in thousands) | Jan 31, 2020 | Apr 30, 2019 | Change | | :-------------------- | :----------- | :----------- | :----- | | **Assets:** | | | | | Total Current Assets | $533,090 | $502,544 | +$30,546 | | Goodwill | $1,226,257 | $1,095,666 | +$130,591 | | Intangible Assets, net | $925,934 | $865,572 | +$60,362 | | Total Assets | $3,324,583 | $2,948,766 | +$375,817 | | **Liabilities:** | | | | | Total Current Liabilities | $814,538 | $882,326 | -$67,788 | | Long-Term Debt | $789,645 | $478,790 | +$310,855 | | Total Liabilities | $2,127,348 | $1,767,419 | +$359,929 | | **Shareholders' Equity:** | | | | | Total Shareholders' Equity | $1,197,235 | $1,181,347 | +$15,888 | | Total Liabilities and Shareholders' Equity | $3,324,583 | $2,948,766 | +$375,817 | [Condensed Consolidated Statements of Income – Unaudited](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income%20%E2%80%93%20Unaudited) This statement details the company's revenues, expenses, and net income for specific periods Condensed Consolidated Statements of Income (Unaudited) | Metric (in thousands, except per share) | 3 Months Ended Jan 31, 2020 | 3 Months Ended Jan 31, 2019 | 9 Months Ended Jan 31, 2020 | 9 Months Ended Jan 31, 2019 | | :------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Revenue, net | $467,131 | $449,367 | $1,356,866 | $1,308,890 | | Total Costs and Expenses | $418,637 | $399,021 | $1,240,422 | $1,164,929 | | Operating Income | $48,494 | $50,346 | $116,444 | $143,961 | | Net Income | $35,443 | $34,942 | $83,757 | $105,021 | | Basic EPS | $0.63 | $0.61 | $1.49 | $1.83 | | Diluted EPS | $0.63 | $0.61 | $1.48 | $1.81 | [Condensed Consolidated Statements of Comprehensive Income – Unaudited](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20%E2%80%93%20Unaudited) This statement presents net income and other comprehensive income components for specific periods Condensed Consolidated Statements of Comprehensive Income (Unaudited) | Metric (in thousands) | 3 Months Ended Jan 31, 2020 | 3 Months Ended Jan 31, 2019 | 9 Months Ended Jan 31, 2020 | 9 Months Ended Jan 31, 2019 | | :-------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net Income | $35,443 | $34,942 | $83,757 | $105,021 | | Total Other Comprehensive Income (Loss) | $6,686 | $14,298 | $10,398 | $(34,686) | | Comprehensive Income | $42,129 | $49,240 | $94,155 | $70,335 | [Condensed Consolidated Statements of Cash Flows – Unaudited](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20%E2%80%93%20Unaudited) This statement summarizes the cash inflows and outflows from operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows (Unaudited) | Metric (in thousands) | 9 Months Ended Jan 31, 2020 | 9 Months Ended Jan 31, 2019 | | :-------------------- | :-------------------------- | :-------------------------- | | Net Cash Provided By Operating Activities | $88,887 | $52,144 | | Net Cash Used in Investing Activities | $(285,884) | $(263,628) | | Net Cash Provided by Financing Activities | $220,882 | $180,976 | | Effects of Exchange Rate Changes on Cash | $530 | $(6,359) | | Increase/(Decrease) for the Period | $24,415 | $(36,867) | | Balance at End of Period (Cash & Cash Equivalents) | $117,963 | $133,390 | [Condensed Consolidated Statements of Shareholders' Equity – Unaudited](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Shareholders'%20Equity%20%E2%80%93%20Unaudited) This statement details changes in the company's shareholders' equity over specific periods Condensed Consolidated Statements of Shareholders' Equity (Unaudited) | Metric (in thousands) | Balance at Jan 31, 2020 | Balance at Apr 30, 2019 | | :-------------------- | :---------------------- | :---------------------- | | Total Shareholders' Equity | $1,197,235 | $1,181,347 | | Retained Earnings | $1,957,199 | $1,931,074 | | Treasury Stock | $(777,824) | $(746,476) | | Accumulated Other Comprehensive Loss | $(498,340) | $(508,738) | - During the nine months ended January 31, 2020, the company purchased **$35.0 million** of treasury shares and paid **$57.6 million** in cash dividends[23](index=23&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures for the accompanying financial statements [Note 1. Basis of Presentation](index=14&type=section&id=Note%201.%20Basis%20of%20Presentation) This note outlines the accounting principles and presentation methods used for the financial statements - The unaudited condensed consolidated financial statements include all accounts of the Company and its subsidiaries, with intercompany transactions eliminated. They are prepared in accordance with SEC interim reporting requirements, condensing or omitting annual GAAP footnotes[27](index=27&type=chunk)[28](index=28&type=chunk) - An **immaterial error** was identified in the third quarter of **2020**, misclassifying certain consideration for unperformed services as a reduction to Accounts Receivable, Net, instead of an increase to Contract Liabilities. This correction increased Accounts Receivable, Net and Contract Liabilities by **approximately $11.8 million** for April 30, 2019, with **no impact on revenue, income, EPS, or cash flows**[29](index=29&type=chunk) [Note 2. Recent Accounting Standards](index=14&type=section&id=Note%202.%20Recent%20Accounting%20Standards) This note discusses the adoption and impact of new accounting standards - The company adopted ASU **2018-02** (Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income) on May 1, 2019, but did not elect to reclassify stranded tax effects to retained earnings[31](index=31&type=chunk) - ASU **2017-12** (Targeted Improvements to Accounting for Hedging Activities) and ASU **2018-16** (Inclusion of SOFR OIS Rate as a Benchmark Interest Rate for Hedge Accounting Purposes) were adopted on May 1, 2019, with **no immediate impact** on consolidated financial statements[32](index=32&type=chunk) - ASU **2016-02** (Leases) was adopted on May 1, 2019, resulting in the recognition of **$178 million** in operating lease liabilities and **$142 million** in ROU assets, with **no impact on income or cash flow statements**[33](index=33&type=chunk)[37](index=37&type=chunk) - The company is currently assessing the impact of recently issued standards, including ASU **2019-12** (Simplifying the Accounting for Income Taxes), ASU **2018-15** (Cloud Computing Arrangement Implementation Costs), ASU **2018-14** (Defined Benefit Plan Disclosures), ASU **2018-13** (Fair Value Measurement Disclosures), ASU **2017-04** (Goodwill Impairment), and ASU **2016-13** (Credit Losses on Financial Instruments)[38](index=38&type=chunk)[39](index=39&type=chunk)[40](index=40&type=chunk)[41](index=41&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk) [Note 3. Acquisitions](index=17&type=section&id=Note%203.%20Acquisitions) This note details the company's recent business acquisitions and their financial impact - In fiscal year **2020**, the company completed several acquisitions, including mthree (January 1, 2020, for **$128.6 million**, adding to Education Services), Zyante Inc. (July 1, 2019, for **$57.1 million**, adding to Academic & Professional Learning), and Knewton (May 31, 2019, for **$19.9 million**, adding to Academic & Professional Learning)[46](index=46&type=chunk)[47](index=47&type=chunk)[51](index=51&type=chunk)[55](index=55&type=chunk)[56](index=56&type=chunk) - The mthree acquisition resulted in a preliminary allocation of **$80.3 million** in goodwill and **$57.4 million** in intangible assets. Zyante Inc. acquisition resulted in **$37.3 million** in goodwill and **$24.5 million** in intangible assets[49](index=49&type=chunk)[53](index=53&type=chunk) - For the three months ended January 31, 2020, mthree contributed **$4.5 million** in revenue and an operating loss of **$1.2 million** to the Education Services segment. Zyante Inc. contributed **$3.9 million** in revenue to the Academic & Professional Learning segment[50](index=50&type=chunk)[51](index=51&type=chunk) [Note 4. Revenue Recognition, Contracts with Customers](index=20&type=section&id=Note%204.%20Revenue%20Recognition%2C%20Contracts%20with%20Customers) This note explains the company's policies for recognizing revenue from customer contracts Revenue by Segment and Product Type (in thousands) | Segment/Product Type | 3 Months Ended Jan 31, 2020 | 3 Months Ended Jan 31, 2019 | 9 Months Ended Jan 31, 2020 | 9 Months Ended Jan 31, 2019 | | :------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Research Publishing & Platforms | $233,556 | $227,037 | $697,640 | $681,429 | | Academic & Professional Learning | $178,278 | $176,123 | $500,861 | $522,217 | | Education Services | $55,297 | $46,207 | $158,365 | $105,244 | | **Total Revenue** | **$467,131** | **$449,367** | **$1,356,866** | **$1,308,890** | Accounts Receivable and Contract Liabilities (in thousands) | Balance | Jan 31, 2020 | Apr 30, 2019 | Increase/(Decrease) | | :------------------------------------ | :----------- | :----------- | :------------------ | | Accounts receivable, net | $301,521 | $306,631 | $(5,110) | | Contract liabilities | $413,126 | $519,129 | $(106,003) | | Contract liabilities (Other Long-Term) | $15,785 | $10,722 | $5,063 | - As of January 31, 2020, the aggregate transaction price allocated to remaining performance obligations was **approximately $428.9 million**, with **$372.6 million** expected to be recognized in the next twelve months[67](index=67&type=chunk) [Note 5. Operating Leases](index=21&type=section&id=Note%205.%20Operating%20Leases) This note provides information on the company's operating lease arrangements and related financial impacts - Following the adoption of a new lease accounting standard on May 1, 2019, the company recognized operating lease ROU assets of **$142.3 million** and operating lease liabilities of **$179.7 million** (present value) as of January 31, 2020[75](index=75&type=chunk)[77](index=77&type=chunk) Total Net Lease Costs (in thousands) | Metric | 3 Months Ended Jan 31, 2020 | 9 Months Ended Jan 31, 2020 | | :------------------ | :-------------------------- | :-------------------------- | | Operating lease cost | $6,286 | $19,346 | | Variable lease cost | $1,004 | $3,122 | | Sublease income | $(180) | $(519) | | **Total net lease cost** | **$7,110** | **$21,949** | [Note 6. Stock-Based Compensation](index=22&type=section&id=Note%206.%20Stock-Based%20Compensation) This note details the company's stock-based compensation plans and associated expenses Stock-Based Compensation Expense (pre-tax, in thousands) | Period | 2020 | 2019 | | :----- | :--- | :--- | | 3 Months Ended Jan 31 | $5,400 | $6,100 | | 9 Months Ended Jan 31 | $15,700 | $15,000 | Restricted Stock Awards Granted (shares in thousands) | Metric | 9 Months Ended Jan 31, 2020 | 9 Months Ended Jan 31, 2019 | | :-------------------------- | :-------------------------- | :-------------------------- | | Awards granted | **738** | **406** | | Weighted average fair value of grant | **$44.85** | **$63.09** | [Note 7. Accumulated Other Comprehensive Loss](index=23&type=section&id=Note%207.%20Accumulated%20Other%20Comprehensive%20Loss) This note presents the components of accumulated other comprehensive loss Accumulated Other Comprehensive Loss (in thousands) | Component | Balance at Oct 31, 2019 | Total OCI (Loss) 3 Months Ended Jan 31, 2020 | Balance at Jan 31, 2020 | | :-------------------------- | :---------------------- | :--------------------------------- | :---------------------- | | Foreign Currency Translation | $(309,327) | $7,895 | $(301,432) | | Unamortized Retirement Costs | $(194,465) | $(816) | $(195,281) | | Interest Rate Swaps | $(1,234) | $(393) | $(1,627) | | **Total** | **$(505,026)** | **$6,686** | **$(498,340)** | - For the nine months ended January 31, 2020, total other comprehensive income was **$10.4 million**, a **significant improvement** from a loss of **$34.7 million** in the prior year, **primarily due to foreign currency translation adjustments**[80](index=80&type=chunk) [Note 8. Reconciliation of Weighted Average Shares Outstanding](index=24&type=section&id=Note%208.%20Reconciliation%20of%20Weighted%20Average%20Shares%20Outstanding) This note reconciles the weighted average shares used for basic and diluted EPS calculations Weighted Average Number of Common Shares Outstanding (in thousands) | Metric | 3 Months Ended Jan 31, 2020 | 3 Months Ended Jan 31, 2019 | 9 Months Ended Jan 31, 2020 | 9 Months Ended Jan 31, 2019 | | :------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Shares used for basic EPS | **56,073** | **57,158** | **56,312** | **57,330** | | Shares used for diluted EPS | **56,503** | **57,626** | **56,698** | **57,882** | - Options to purchase **209,394 shares** of Class A Common Stock were excluded from diluted EPS calculation for both three and nine months ended January 31, 2020, as they were **anti-dilutive**. Warrants to purchase **518,750 shares** of Class A Common Stock were also excluded[82](index=82&type=chunk)[83](index=83&type=chunk) [Note 9. Restructuring and Related Charges](index=24&type=section&id=Note%209.%20Restructuring%20and%20Related%20Charges) This note details the company's restructuring programs and associated charges - The company initiated a multi-year Business Optimization Program in fiscal year **2020** to drive efficiency and operating savings, recording **$3.8 million** in pre-tax restructuring charges for the three months and **$17.8 million** for the nine months ended January 31, 2020[84](index=84&type=chunk)[85](index=85&type=chunk) Business Optimization Program Restructuring Charges by Activity (in thousands) | Activity | 3 Months Ended Jan 31, 2020 | 9 Months Ended Jan 31, 2020 | | :-------------------------- | :-------------------------- | :-------------------------- | | Severance and termination benefits | $2,313 | $13,600 | | Facility related charges | $1,480 | $2,720 | | Other activities | $0 | $1,336 | | **Total** | **$3,793** | **$17,817** | - For the Restructuring and Reinvestment Program (initiated in FY2013), the company recorded pre-tax restructuring credits of **$0.5 million** for the three months and charges of **$0.2 million** for the nine months ended January 31, 2020[87](index=87&type=chunk)[88](index=88&type=chunk) [Note 10. Segment Information](index=27&type=section&id=Note%2010.%20Segment%20Information) This note provides financial data broken down by the company's operating segments - The company changed its segment reporting structure to align with strategic focus areas: Research Publishing & Platforms, Academic & Professional Learning, and Education Services. Prior period results were revised to reflect this[94](index=94&type=chunk) Revenue by Segment (in thousands) | Segment | 3 Months Ended Jan 31, 2020 | 3 Months Ended Jan 31, 2019 | 9 Months Ended Jan 31, 2020 | 9 Months Ended Jan 31, 2019 | | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Research Publishing & Platforms | $233,556 | $227,037 | $697,640 | $681,429 | | Academic & Professional Learning | $178,278 | $176,123 | $500,861 | $522,217 | | Education Services | $55,297 | $46,207 | $158,365 | $105,244 | | **Total Revenue** | **$467,131** | **$449,367** | **$1,356,866** | **$1,308,890** | Adjusted EBITDA by Segment (in thousands) | Segment | 3 Months Ended Jan 31, 2020 | 3 Months Ended Jan 31, 2019 | 9 Months Ended Jan 31, 2020 | 9 Months Ended Jan 31, 2019 | | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Research Publishing & Platforms | $80,957 | $75,463 | $237,430 | $224,079 | | Academic & Professional Learning | $48,140 | $53,360 | $125,579 | $158,732 | | Education Services | $825 | $(1,592) | $8,843 | $(864) | | **Total Segment Adjusted EBITDA** | **$129,922** | **$127,231** | **$371,852** | **$381,947** | [Note 11. Inventories](index=28&type=section&id=Note%2011.%20Inventories) This note details the composition and valuation of the company's inventories Inventories, Net (in thousands) | Inventory Component | Jan 31, 2020 | Apr 30, 2019 | | :-------------------------- | :----------- | :----------- | | Finished Goods | $35,766 | $33,736 | | Inventory Value of Estimated Sales Returns | $9,929 | $3,739 | | LIFO Reserve | $(4,171) | $(4,360) | | **Total Inventories** | **$43,139** | **$35,582** | [Note 12. Goodwill and Intangible Assets](index=28&type=section&id=Note%2012.%20Goodwill%20and%20Intangible%20Assets) This note provides information on the company's goodwill and identifiable intangible assets Goodwill by Segment (in thousands) | Segment | Apr 30, 2019 | Acquisitions | Foreign Translation Adjustment | Jan 31, 2020 | | :-------------------------- | :----------- | :----------- | :----------------------------- | :----------- | | Research Publishing & Platforms | $438,511 | $844 | $4,482 | $443,837 | | Academic & Professional Learning | $458,145 | $45,807 | $(718) | $503,234 | | Education Services | $199,010 | $80,440 | $(264) | $279,186 | | **Total Goodwill** | **$1,095,666** | **$127,091** | **$3,500** | **$1,226,257** | Identifiable Intangible Assets, Net (in thousands) | Asset Type | Jan 31, 2020 | Apr 30, 2019 | | :-------------------------- | :----------- | :----------- | | Content and Publishing Rights | $383,874 | $389,172 | | Customer Relationships | $286,034 | $245,830 | | Brands and Trademarks (Determinable Lives) | $20,361 | $12,993 | | Developed Technology | $17,146 | $0 | | Brands and Trademarks (Indefinite Lives) | $132,701 | $130,909 | | **Total Intangible Assets, Net** | **$925,934** | **$865,572** | [Note 13. Income Taxes](index=29&type=section&id=Note%2013.%20Income%20Taxes) This note details the company's income tax provisions and effective tax rates Effective Tax Rate | Period | Jan 31, 2020 | Jan 31, 2019 | | :-------------------------- | :----------- | :----------- | | 3 Months Ended | **20.7%** | **22.7%** | | 9 Months Ended | **20.3%** | **22.6%** | - The decrease in effective tax rates for both periods was **primarily due to certain discrete items**, including the release of reserves from the expiration of the statute of limitations and a more **favorable earnings mix**. The nine-month decrease also **benefited from a tax-free life insurance recovery**[104](index=104&type=chunk) [Note 14. Retirement Plans](index=29&type=section&id=Note%2014.%20Retirement%20Plans) This note provides information on the company's pension and defined contribution plans Net Pension Income (in thousands) | Metric | 3 Months Ended Jan 31, 2020 | 3 Months Ended Jan 31, 2019 | 9 Months Ended Jan 31, 2020 | 9 Months Ended Jan 31, 2019 | | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net pension income | $(2,410) | $(1,904) | $(5,711) | $(5,823) | Employer Defined Contribution Plan Expense (in thousands) | Period | 2020 | 2019 | | :-------------------------- | :----------- | :----------- | | 3 Months Ended Jan 31 | $3,200 | $2,600 | | 9 Months Ended Jan 31 | $10,600 | $9,900 | [Note 15. Debt and Available Credit Facilities](index=30&type=section&id=Note%2015.%20Debt%20and%20Available%20Credit%20Facilities) This note details the company's debt obligations and available credit lines - On May 30, 2019, the company entered into an Amended and Restated RCA, providing a **$1.25 billion** five-year revolving credit facility and a **$250 million** five-year term loan A facility[107](index=107&type=chunk) - As of January 31, 2020, total debt outstanding was **$797.4 million**, with **$7.8 million** as the current portion of long-term debt and **$789.6 million** as long-term debt. The company was **in compliance with all financial covenants**[109](index=109&type=chunk)[113](index=113&type=chunk) [Note 16. Derivative Instruments and Hedging Activities](index=30&type=section&id=Note%2016.%20Derivative%20Instruments%20and%20Hedging%20Activities) This note describes the company's use of derivative instruments for risk management - The company uses forward exchange and interest rate swap contracts to hedge against foreign currency and interest rate fluctuations, not for speculative purposes. All derivatives are recognized at fair value[115](index=115&type=chunk) - As of January 31, 2020, the company had **$200.0 million** in interest rate swaps designated as cash flow hedges, fixing a portion of variable interest on its Amended and Restated RCA. The fair value of interest rate swaps was a **deferred loss of $1.2 million**[117](index=117&type=chunk)[118](index=118&type=chunk)[121](index=121&type=chunk)[122](index=122&type=chunk) - No open forward exchange contracts were maintained as of January 31, 2020, or April 30, 2019[125](index=125&type=chunk) [Note 17. Capital Stock and Changes in Capital Accounts](index=32&type=section&id=Note%2017.%20Capital%20Stock%20and%20Changes%20in%20Capital%20Accounts) This note details changes in the company's capital stock and equity accounts Class A Common Stock Repurchases | Period | Shares Repurchased | Average Price Per Share | | :-------------------------- | :----------------- | :---------------------- | | 3 Months Ended Jan 31, 2020 | **205,370** | **$48.69** | | 9 Months Ended Jan 31, 2020 | **757,217** | **$46.22** | | 9 Months Ended Jan 31, 2019 | **633,831** | **$55.21** | Cash Dividends Paid (9 Months Ended Jan 31, 2020) | Date of Declaration | Quarterly Cash Dividend | Total Dividend (millions) | | :------------------ | :---------------------- | :------------------------ | | June 27, 2019 | **$0.34** per common share | **$19.2** | | September 26, 2019 | **$0.34** per common share | **$19.1** | | December 18, 2019 | **$0.34** per common share | **$19.0** | - The company increased its quarterly dividend by **3%** to **$1.36 per share annualized** for the nine months ended January 31, 2020, compared to **$1.32 per share annualized** in the prior year[206](index=206&type=chunk) [Note 18. Commitments and Contingencies](index=33&type=section&id=Note%2018.%20Commitments%20and%20Contingencies) This note discloses the company's significant commitments and potential liabilities - The company is involved in routine litigation, accruing provisions when a liability is probable and estimable. Management believes the ultimate resolution of all pending litigation as of January 31, 2020, will **not materially affect the financial position or income statements**[131](index=131&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides a detailed analysis of the company's financial condition and results of operations for the three and nine months ended January 31, 2020, discussing revenue, expenses, operating income, and segment performance, along with the fiscal year 2020 outlook and liquidity [RESULTS OF OPERATIONS – THREE MONTHS ENDED JANUARY 31, 2020](index=34&type=section&id=RESULTS%20OF%20OPERATIONS%20%E2%80%93%20THREE%20MONTHS%20ENDED%20JANUARY%2031%2C%202020) This section analyzes the company's financial performance for the three months ended January 31, 2020 - Revenue for the three months ended January 31, 2020, **increased by $17.8 million (4%)** to **$467.1 million**, **driven by** Education Services (**+$9.0 million**, including **$4.5 million** from mthree acquisition), Research Publishing & Platforms (**+$6.3 million**), and Academic & Professional Learning (**+$2.8 million**)[135](index=135&type=chunk)[138](index=138&type=chunk) - Operating income **decreased by $1.9 million (4%)** to **$48.5 million**, **primarily due to higher amortization of intangibles**. Adjusted EBITDA, excluding restructuring charges, **increased 7%** on a constant currency basis[144](index=144&type=chunk) Diluted Earnings Per Share (EPS) | Metric | 3 Months Ended Jan 31, 2020 | 3 Months Ended Jan 31, 2019 | | :-------------------------- | :-------------------------- | :-------------------------- | | U.S. GAAP EPS | $0.63 | $0.61 | | Non-GAAP Adjusted EPS | $0.68 | $0.61 | - Cost of sales **increased by $10.0 million (7%)** due to employment-related costs in Education Services and higher royalty costs. Operating and administrative expenses **increased by $5.0 million (2%)** due to investments in growth initiatives and acquisitions[137](index=137&type=chunk)[138](index=138&type=chunk) - The company recorded **$3.8 million** in pre-tax restructuring charges for the Business Optimization Program and **$0.5 million** in restructuring credits for the Restructuring and Reinvestment Program[140](index=140&type=chunk)[142](index=142&type=chunk) [SEGMENT OPERATING RESULTS (Three Months Ended January 31, 2020)](index=36&type=section&id=SEGMENT%20OPERATING%20RESULTS%20%28Three%20Months%20Ended%20January%2031%2C%202020%29) This section provides a detailed breakdown of operating results by segment for the three months ended January 31, 2020 Segment Revenue and Adjusted EBITDA (3 Months Ended Jan 31, 2020 vs 2019) | Segment | Revenue 2020 (k) | Revenue % Change (CC) | Adj. EBITDA 2020 (k) | Adj. EBITDA % Change (CC) | | :-------------------------- | :----------------- | :-------------------- | :------------------- | :------------------------ | | Research Publishing & Platforms | $233,556 | +3% | $80,957 | +8% | | Academic & Professional Learning | $178,278 | +2% | $48,140 | -9% | | Education Services | $55,297 | +19% | $825 | (Favorable $2.4M) | - Research Publishing & Platforms revenue growth was **primarily due to continued growth in Open Access article volume**[152](index=152&type=chunk) - Academic & Professional Learning organic revenue **declined 2%** (constant currency) due to **continued decline in book publishing**, partially offset by modest organic growth in Higher Education publishing products[155](index=155&type=chunk) - Education Services revenue increase was **mainly driven by a $5.0 million** increase in online program management revenue and a **$4.5 million contribution from the mthree acquisition**. Adjusted EBITDA margin **improved to 1.5%** from **-3.4%**[159](index=159&type=chunk)[160](index=160&type=chunk) - As of January 31, 2020, Wiley had **66 university partners** for Education Services, **up from 36** in the prior year (excluding Learning House acquisition impact)[161](index=161&type=chunk) [RESULTS OF OPERATIONS – NINE MONTHS ENDED JANUARY 31, 2020](index=39&type=section&id=RESULTS%20OF%20OPERATIONS%20%E2%80%93%20NINE%20MONTHS%20ENDED%20JANUARY%2031%2C%202020) This section analyzes the company's financial performance for the nine months ended January 31, 2020 - Revenue for the nine months ended January 31, 2020, **increased by $48.0 million (4%)** to **$1,356.9 million**, with a **5%** increase on a constant currency basis. This was **driven by** Education Services (**+$53.2 million**) and Research Publishing & Platforms (**+$23.4 million**), partially offset by a **$16.0 million** decline in Academic & Professional Learning[163](index=163&type=chunk) - Operating income **decreased by $27.5 million (19%)** to **$116.4 million**, **primarily due to increased amortization of intangibles and lower EBITDA**. Adjusted EBITDA, excluding restructuring charges, **decreased 1%** on a constant currency basis[171](index=171&type=chunk) Diluted Earnings Per Share (EPS) | Metric | 9 Months Ended Jan 31, 2020 | 9 Months Ended Jan 31, 2019 | | :-------------------------- | :-------------------------- | :-------------------------- | | U.S. GAAP EPS | $1.48 | $1.81 | | Non-GAAP Adjusted EPS | $1.74 | $1.92 | - Cost of sales **increased by $36.2 million (9%)** due to employment-related costs in Education Services and increased marketing/royalty costs. Operating and administrative expenses **increased by $18.9 million (3%)** due to higher technology costs and investments in editorial/content support[166](index=166&type=chunk)[167](index=167&type=chunk) - The company recorded **$17.8 million** in pre-tax restructuring charges for the Business Optimization Program and **$0.2 million** for the Restructuring and Reinvestment Program[168](index=168&type=chunk)[169](index=169&type=chunk) [SEGMENT OPERATING RESULTS (Nine Months Ended January 31, 2020)](index=41&type=section&id=SEGMENT%20OPERATING%20RESULTS%20%28Nine%20Months%20Ended%20January%2031%2C%202020%29) This section provides a detailed breakdown of operating results by segment for the nine months ended January 31, 2020 Segment Revenue and Adjusted EBITDA (9 Months Ended Jan 31, 2020 vs 2019) | Segment | Revenue 2020 (k) | Revenue % Change (CC) | Adj. EBITDA 2020 (k) | Adj. EBITDA % Change (CC) | | :-------------------------- | :----------------- | :-------------------- | :------------------- | :------------------------ | | Research Publishing & Platforms | $697,640 | +3% | $237,430 | +6% | | Academic & Professional Learning | $500,861 | -3% | $125,579 | -20% | | Education Services | $158,365 | +51% | $8,843 | (Favorable $9.7M) | - Research Publishing & Platforms revenue growth was **primarily due to continued growth in Open Access article volume**. The segment signed **10 new society contracts** and **renewed 73**[178](index=178&type=chunk)[180](index=180&type=chunk) - Academic & Professional Learning organic revenue **declined 6%** (constant currency) due to the **continued decline in book publishing**[182](index=182&type=chunk) - Education Services revenue increase was **mainly driven by a $40.0 million** increase in online program management revenue (including Learning House acquisition) and a **$4.5 million contribution from the mthree acquisition**[185](index=185&type=chunk) [FISCAL YEAR 2020 OUTLOOK](index=43&type=section&id=FISCAL%20YEAR%202020%20OUTLOOK) This section presents the company's financial projections and expectations for fiscal year 2020 Fiscal Year 2020 Outlook (in millions, except Adjusted EPS) | Item | FY 2019 Actual | FY 2020 Outlook (Original) | FX Impact | mthree Impact | Q3 Update (Includes FX and mthree) | | :---------------- | :------------- | :------------------------- | :-------- | :------------ | :--------------------------------- | | Revenue | $1,800 | $1,855 - $1,885 | $(17) | $20 | Reaffirmed | | Adjusted EBITDA | $388 | $357 - $372 | $(5) | $(2) | Reaffirmed | | Adjusted EPS | $2.96 | $2.35 - $2.45 | $(0.06) | $(0.07) | Raised, $2.45 - $2.55 | | Free Cash Flow | $149 | $210 - $230 | $(5) | $(2) | Reaffirmed | - In fiscal year **2021**, mthree is expected to achieve **double-digit revenue growth** and be **modestly positive** for Adjusted EBITDA, but **dilutive** to Adjusted EPS[189](index=189&type=chunk) [LIQUIDITY AND CAPITAL RESOURCES](index=44&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) This section discusses the company's ability to generate and manage cash to meet its financial obligations and growth initiatives [Principal Sources of Liquidity](index=44&type=section&id=Principal%20Sources%20of%20Liquidity) This section identifies the primary means by which the company obtains cash to fund its operations and investments - The company believes operating cash flow, revolving credit facilities, and other debt financing will be **adequate for future operating, investing, and financing needs**[192](index=192&type=chunk) - As of January 31, 2020, the company had **$117.4 million** in cash and cash equivalents, with **80%** located outside the U.S. It had **$797.4 million** of debt outstanding and **$701.4 million** of unused borrowing capacity under its Amended and Restated RCA[193](index=193&type=chunk)[195](index=195&type=chunk) [Analysis of Historical Cash Flow](index=44&type=section&id=Analysis%20of%20Historical%20Cash%20Flow) This section reviews the company's past cash flow performance from operating, investing, and financing activities Cash Flow Summary (9 Months Ended Jan 31, in thousands) | Activity | 2020 | 2019 | | :------------------------------------ | :----------- | :----------- | | Net Cash Provided By Operating Activities | $88,887 | $52,144 | | Net Cash Used In Investing Activities | $(285,884) | $(263,628) | | Net Cash Provided by Financing Activities | $220,882 | $180,976 | Free Cash Flow less Product Development Spending (9 Months Ended Jan 31, in thousands) | Metric | 2020 | 2019 | | :------------------------------------ | :----------- | :----------- | | Net Cash Provided By Operating Activities | $88,887 | $52,144 | | Less: Additions to Technology, Property and Equipment | $(65,924) | $(49,988) | | Less: Product Development Spending | $(17,770) | $(18,787) | | **Free Cash Flow less Product Development Spending** | **$5,193** | **$(16,631)** | [Net Cash Used In Operating Activities](index=45&type=section&id=Net%20Cash%20Used%20In%20Operating%20Activities) This section details the cash generated or used by the company's core business operations - Net cash provided by operating activities **increased by $36.8 million** to **$88.9 million** for the nine months ended January 31, 2020, **primarily due to working capital changes**, including timing of collections and lower retirement plan contributions[200](index=200&type=chunk)[201](index=201&type=chunk) - **Negative working capital** was **$281.4 million** as of January 31, 2020, **primarily driven by** unearned contract liabilities from advance cash collections for subscriptions[201](index=201&type=chunk) [Net Cash Used In Investing Activities](index=45&type=section&id=Net%20Cash%20Used%20In%20Investing%20Activities) This section outlines the cash flows related to the company's investments in assets and acquisitions - Net cash used in investing activities **increased by $22.3 million** to **$285.9 million** for the nine months ended January 31, 2020, **primarily due to $15.9 million** in additions to technology, property, and equipment, and **$10.2 million** more cash used for business acquisitions (mthree, zyBooks, Knewton)[204](index=204&type=chunk) [Net Cash Provided By Financing Activities](index=45&type=section&id=Net%20Cash%20Provided%20By%20Financing%20Activities) This section describes the cash flows associated with debt, equity, and dividend transactions - Net cash provided by financing activities **increased by $39.9 million** to **$220.9 million** for the nine months ended January 31, 2020, **mainly due to a $46.1 million** increase in net borrowings for acquisitions[205](index=205&type=chunk) - The company repurchased **757,217 shares** of Class A Common stock for **$46.22 average price** and **increased** its quarterly dividend by **3%** to **$1.36 per share annualized**[206](index=206&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section discusses the company's exposure to market risks, primarily related to interest rates, foreign exchange, and credit risk, and outlines its strategies for managing these exposures, including the use of derivative financial instruments and monitoring customer credit [Market Risk](index=46&type=section&id=Market%20Risk) This section identifies and quantifies the company's exposure to various market risks, including interest rate and foreign exchange fluctuations - The company is exposed to market risk from interest rates, foreign exchange, and credit risk, and uses derivative financial investments and/or insurance contracts to reduce fluctuations in earnings and cash flows, not for trading or speculative purposes[208](index=208&type=chunk) [Interest Rates](index=46&type=section&id=Interest%20Rates) This section analyzes the company's sensitivity to changes in interest rates on its debt obligations - A hypothetical **one percent change** in interest rates for the **$598.2 million** of unhedged variable rate debt as of January 31, 2020, would **affect net income and cash flow by approximately $4.5 million annually**[210](index=210&type=chunk) [Foreign Exchange Rates](index=46&type=section&id=Foreign%20Exchange%20Rates) This section discusses the impact of currency fluctuations on the company's financial results - Fluctuations in **British pound sterling**, **euros**, **Canadian and Australian dollars**, and certain **Asian currencies significantly impact financial results** due to non-U.S. operations[211](index=211&type=chunk) Foreign Currency Translation Adjustment (in millions) | Period | 3 Months Ended Jan 31, 2020 | 3 Months Ended Jan 31, 2019 | 9 Months Ended Jan 31, 2020 | 9 Months Ended Jan 31, 2019 | | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Foreign Currency Translation Gains (Losses) | $7.9 | $17.5 | $10.7 | $(43.2) | [Sales Return Reserves](index=46&type=section&id=Sales%20Return%20Reserves) This section explains the company's accounting for estimated sales returns, particularly for print books - The **estimated allowance for print book sales returns** is based on **historical patterns and market trends**. A **one percent change** in the estimated sales return rate could **affect net income by approximately $1.0 million**[215](index=215&type=chunk)[216](index=216&type=chunk) Print Book Sales Return Reserve Net Liability Balance (in thousands) | Account | Jan 31, 2020 | Apr 30, 2019 | | :-------------------------- | :----------- | :----------- | | Increase in Inventories, net | $9,929 | $3,739 | | Decrease in Accrued royalties | $(5,607) | $(3,653) | | Increase in Contract liabilities | $40,477 | $25,934 | | **Net liability balance** | **$(24,941)** | **$(18,542)** | [Customer Credit Risk](index=47&type=section&id=Customer%20Credit%20Risk) This section assesses the risk associated with customer non-payment and the company's mitigation strategies - **Journal subscriptions are primarily sourced through agents**, with **cash collected in advance** and **remitted between December and April**. One **affiliated group of subscription agents** accounts for **approximately 10%** of total annual consolidated revenue[217](index=217&type=chunk) - The **top 10 book customers** account for **approximately 15%** of total annual consolidated revenue and **29%** of accounts receivable as of January 31, 2020. The company maintains **$25 million** of trade credit insurance[218](index=218&type=chunk)[219](index=219&type=chunk) [Disclosure of Certain Activities Relating to Iran](index=47&type=section&id=Disclosure%20of%20Certain%20Activities%20Relating%20to%20Iran) This section discloses the company's limited business activities involving Iran and compliance with sanctions - The company recorded an **immaterial amount of revenue and net earnings** from **sales of scientific and medical content** to certain publicly funded Iranian entities, believing it is in **compliance with sanctions regulations** and **intends to continue these sales**[220](index=220&type=chunk) [Item 4. Controls and Procedures](index=47&type=section&id=Item%204.%20Controls%20and%20Procedures) The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of January 31, 2020. The company is integrating newly acquired businesses (Zyante, mthree) into its internal control over financial reporting and is implementing a new global ERP system, which is expected to enhance processes without adversely affecting internal controls - The CEO and CFO concluded that the company's disclosure controls and procedures were **effective** as of January 31, 2020[221](index=221&type=chunk) - Zyante (acquired July 2019) and mthree (acquired January 2020) were excluded from the scope of management's report on internal control over financial reporting for the nine months ended January 31, 2020, but will be integrated for the fiscal years ending April 30, 2020, and April 30, 2021, respectively[222](index=222&type=chunk)[223](index=223&type=chunk) - The company is implementing a new global ERP system to **enhance business and financial processes**, updating internal controls as necessary, and does **not expect an adverse effect** on internal control over financial reporting[224](index=224&type=chunk)[225](index=225&type=chunk) [PART II - OTHER INFORMATION](index=48&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity sales, and exhibits [Item 1. Legal Proceedings](index=48&type=section&id=Item%201.%20Legal%20Proceedings) There have been no significant developments related to legal proceedings during the three months ended January 31, 2020 - **No significant developments** in legal proceedings occurred during the three months ended January 31, 2020[227](index=227&type=chunk) [Item 1a. Risk Factors](index=48&type=section&id=Item%201a.%20Risk%20Factors) The company's business, results of operations, and financial condition may be adversely affected by global public health epidemics, including the COVID-19 outbreak, which could interfere with the ability of employees, contractors, customers, and partners to perform their responsibilities. The extent of this impact remains uncertain - Global public health epidemics, including COVID-19, **pose a risk** to the company's business, potentially interfering with employees, contractors, customers, and partners, and the extent of this impact is **uncertain**[228](index=228&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=49&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During the three months ended January 31, 2020, the company repurchased **205,370 shares** of Class A Common Stock at an **average price of $48.69** under its stock repurchase program Class A Common Stock Repurchases (3 Months Ended Jan 31, 2020) | Month | Total Number of Shares Purchased | Average Price Paid Per Share | | :------------ | :----------------------------- | :--------------------------- | | November 2019 | — | $— | | December 2019 | **165,000** | **$48.81** | | January 2020 | **40,370** | **$48.22** | | **Total** | **205,370** | **$48.69** | [Item 6. Exhibits](index=49&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications, XBRL documents, and other required filings - The exhibits include certifications from the CEO and CFO (Sections **302** and **1350** of Sarbanes-Oxley Act) and various Inline XBRL documents[233](index=233&type=chunk) [SIGNATURES](index=50&type=section&id=SIGNATURES) This section includes the official signatures of the company's authorized officers, certifying the report's filing [SIGNATURES](index=50&type=section&id=SIGNATURES) This section contains the signatures of the company's authorized officers, including the President and Chief Executive Officer, Executive Vice President and Chief Financial Officer, and Senior Vice President, Corporate Controller and Chief Accounting Officer, certifying the filing of the report - The report is signed by Brian A. Napack (President and CEO), John A. Kritzmacher (EVP and CFO), and Christopher F. Caridi (SVP, Corporate Controller and Chief Accounting Officer)[235](index=235&type=chunk)