John Wiley & Sons, Inc.

reflect management's views as of today and will include forward-looking statements. Actual results may differ materially from those statements. The company does not undertake any obligation to update them to reflect subsequent events or circumstances. Also, Wiley provides non-GAAP measures as a supplement to evaluate underlying operating profitability and performance trends. These measures do not have standardized meanings prescribed by US GAAP and therefore may not be comparable to similar measures used by other companies nor should they be viewed as alternatives to measures under GAAP. Unless otherwise noted, we will refer to non-GAAP metrics on the call, and variances are on a year-over-year basis and will exclude held-for-sale assets and the impact of currency. Additional information is included in our filings with the SEC. A copy of this presentation and transcript will be available on our investor relations webpage at investors.wiley.com. I'll now turn the call over to Matt Kistner.

Thank you, Brian, and hello, everyone. I am fighting a bit of a cold this morning, so if I sound muted, you'll understand why. Let me start by saying we're seeing marked improvement as we enter the home stretch of this transition year. I'll talk about our overall progress to date, review our third quarter performance, and recap our recent investor event. I'll also provide some additional color on how we view the evolving AI opportunity. Christina will walk through our VCP progress, segment performance, and full year outlook. We will then open it up for questions, and Jay will be joining us as well. 2024 marks Wiley's 217th year. As one of America's most enduring companies, Wiley is enabling the creation and curation of new knowledge and its application in critical areas of the knowledge economy in science, technology, and engineering, in business, economics, and finance. We are as relevant to our progress to date. We have moved decisively to improve the organization, divest non-core assets, and right-size Wiley for future success. We've now announced the sale of two of our three divestitures and closed on one of them. Our goal, of course, is to free ourselves of these non-core assets to focus on our profitable and cash-generative core, where we have clear competitive advantage, operating leverage, and growth opportunities. We've made very good progress on our $130 million cost savings program, with 60% of it action to date. We've moved more aggressively on it than originally planned, resulting in higher in-year savings, which Christina will talk to. Learning continues to outperform expectations, and positive signs are emerging in research, with publishing returning to growth this quarter and leading indicators favorable. Overall, we now expect full-year revenue to be in the mid to high range of guidance. Finally, Given revenue expectations and accelerated in-year savings, we are raising our full-year earnings outlook. In summary, while much work remains, we're pleased with our progress and continued momentum. Let me now turn to our performance for the quarter. GAAP revenue was down 6% impacted by the sale of our university services business and a decline in our held-for-sale assets given market conditions. GAAP EPS declined by 79 cents a share for a GAAP loss of $2.08, primarily due to material non-cash impairments and loss on sale related to our divestitures. Let me acknowledge the obvious, that it's been a long stretch of write-downs and impairments related to these divestitures. We don't anticipate any further material write-downs of these assets, and we certainly look forward to putting it all behind us. On to our adjusted results. Note we'll be excluding our held-for-sale or sold assets in our commentary, performance, and outlook, unless otherwise noted. Q3 adjusted revenue growth of 1% was largely in line with our expectations. In research, we saw a return to year-on-year growth for publishing driven by double-digit gold open access growth and positive contribution from our multi-year institutional models. This was partially offset by the remaining year-over-year drag of Hindawi. Excluding Hindawi, research publishing revenue for the quarter was up 2%, So we feel good about the improvement in our core. As a reminder, we are integrating Hindawi's quality journal portfolio into our own and using its world-class infrastructure for our open access program. So we'll be talking about the performance of the overall program going forward. In learning, we continue to see outperformance in our academic line with growth attributed to digital courseware, digital content, and licensing. Our Zybook STEM courseware and inclusive access sales model continue to show strong gains. Inclusive access adds the cost of digital course content into students' tuition and fees. As a reminder, U.S. undergraduate enrollment in the fall semester grew for the first time since the pandemic. so higher ed market conditions have become more favorable this year. Adjusted EBITDA for the quarter rose 1% to $92 million, with revenue performance and restructuring savings offsetting a materially lower incentive compensation accrual in the prior year. Adjusted EPS was down 27% as expected, primarily due to higher tax expense related to geographic mix and lower adjusted operating income. For those that may have missed it, we held a virtual investor update on January 25th to share our near to medium term plans and financial targets. The feedback so far has been positive, and we're now focused on executing and delivering on our commitments. Let me briefly summarize our key takeaways. Today's Wiley is a very different company than before. We are focused on our strongest and most profitable businesses in research and learning, where we have our strongest opportunities, moats, and margins. We're taking specific actions to drive market share, attract new authors, and article submissions, and strengthen our brands and partnerships. We will do this while maintaining the quality and impact that Wiley is famous for. AI and machine learning are attractive opportunities for us, which I'll talk more about on the next slide. We see a very real opportunity to embed our content into large language models and training engines. Internally, we will be deploying the technology to improve productivity and publishing speed, quality, and volume. And finally, we are heavily focused on improving our operating and publishing efficiency. We are moving from multiple disparate publishing platforms to one flagship submission and peer review experience for our research authors. This will make it easier for us to stand up new content offerings and enhance the ones we already have. Moreover, we expect this next generation platform to lead to a material reduction in article turnaround times and cost per article. And of course, we're driving cost savings and efficiency gains across the organization. Let's turn to the AI opportunity and how we see it shaping up. We are confident that the advancement of these technologies will be a contributor to productivity and growth in the years to come. Today, we think of the opportunity in four areas. The first is in licensing our content for large language models and similar applications. Wiley's strength is in its high-quality, structured content in science, learning, and innovation, areas that are critical to economic and technological progress. As we discussed on our investor update, Our content is foundational for training and fine-tuning these models. I'm pleased to report that after the quarter closed, we executed a $23 million content rights project with a large tech company. The one-time transaction to be recorded in Q4 includes access to previously published academic and professional book content for specific use in training LLM models, we are working to uncover similar content opportunities with other AI players and remain convinced that the future development of LLMs is best served by the high-quality structured content that Wiley delivers. The second area we're focused on is product and publishing innovation. Today, we are actively building and deploying AI editing tools to improve speed and quality of our journal content and reduce unit costs through process automation in the value chain. To accomplish this, we have built an award-winning AI R&D team and are actively working with an international AI advisory team that includes professors, PhD researchers, and AI thought leaders. These efforts are paying off. For example, we recently launched an internal pilot of our AI-powered article matching engine to help authors get published faster and in the right journals. We have also learned valuable lessons about promoting research integrity from our Hindawi experience. Our teams are leveraging our data about bad actors and retracted papers. Such data is proving indispensable for training robust, accurate, and efficient AI fraud detection models. Most notably, we're focused on paper mill detection. We were aiming to identify even the most subtle indicators of fraudulent activity. As stated before, this is an industry-wide issue and a top priority for us and our solutions customers. So we're taking the lead by both deploying these tools across our journal portfolio and bringing them to market where they can be incorporated into our clients' existing systems. Thirdly, we're using AI to drive business model innovation. As Jay mentioned during our investor day, Wiley publishes a number of data sets that are directly loaded onto lab instruments to help determine the chemical structure of a sample. This proprietary library of mass spectrometry data has critical applications ranging from airport security and food analysis to drug discovery and biofuel generation. Our most recent product release uses AI to analyze not only known chemical compounds but unknown compounds to predict, among other things, their safety, utility, and toxicity. This is just one example of many where we're using AI to innovate, transform content, application, and distribution models, and bring Wiley's products closer to the customer. Finally, we're deploying AI to improve colleague productivity in areas like sales and marketing, editorial, content management, and customer service. This will lead to further efficiency, faster time to market, and improved customer response. In summary, we're excited and confident in our position in this evolving new digital economy. With that, I'll turn it over to Christina to discuss our progress, performance, and outlook.

Thank you, Matt, and hello, everyone. We're closing in on the end of what has been a demanding but pivotal year, and I couldn't be prouder of how our global colleagues have responded to the changes and risen to the challenges. I feel very good about the progress we've made so far. Let's start with our value creation plan. Over the past six months, we've reorganized the businesses into one go-to-market research and learning team under J and consolidated functional areas. We are pleased, for example, with how the marketing reorg has improved our technical capabilities and simplified our focus, attracting more authors and submissions as is evident in our 13% submissions growth year-to-date. As Matt noted, we've closed on the sale of university services to academic partnerships and announced the sale of Wiley Edge to Inspirit Capital. We expect to close the Edge transaction in Q1. The remaining divestiture across knowledge is progressing, although the transaction is expected to be immaterial. We're moving aggressively on our goals to focus and optimize. As you may recall, our multi-year run rate savings target is $130 million by fiscal 26. We've accelerated our actions and now expect to realize more in-year savings than planned, 45 million, up from the 30 million we discussed last quarter. This means we've now actioned 60% or $80 million of the $130 million goal. The remainder is expected to be largely actioned in fiscal 25. The three key areas of our multi-year savings plan include corporate savings and eliminating the straining costs given our more focused portfolio, optimization with savings coming from our streamlined org structure, consolidated functions, labor arbitrage, and reduced real estate footprint, and technology savings as we simplify our platforms, retire legacy systems, and reduce hosting costs. As discussed in January, We expect half of the multiyear savings to flow through to margin and have to be reinvested in profitable growth and optimization initiatives. These include scaling our research journal brands to meet global demand, expanding our editorial and marketing capabilities to drive output and attract authors, expanding solutions offerings to win new partners and drive upsell, and modernizing our research publishing platform. Let's turn to our research performance. Research publishing returned to year-over-year growth this quarter, and we continue to see good momentum in our key leading indicators. Of note, excluding Hindawi, research publishing revenue was up 2% on the strength of Gold Open Access and our institutional models, which include both read-only subscriptions and read and publish transformational agreements. Submissions were up 13% year-to-date, and output continues to improve as we work through the long lead time to convert a submitted article into a published one. These submission numbers point to good underlying progress in our author marketing efforts, editorial commissioning, and referring transfer activities. As we mentioned in our investor update, these article submissions power all of our general business models, including subscriptions, transformational agreements, and gold open access. Conversion to revenue, therefore, depends on these business models, as well as other factors such as geography, acceptance rates in individual journals, and of course, overall manuscript quality. As Matt noted, we're folding Hindawi into our existing journal portfolio. Integrating Hindawi gives us an additional 270 OA journals, of which 75% or 200 have impact factors, marking them as high quality. Also, we recently announced institutional open access agreements with several consortia around the world, including the University of California system in the US and JISC in the UK. These types of multi-year read and publish agreements, as well as our traditional subscriptions, are foundational to our large global customer base of leading universities, government institutions, and corporate customers. This quarter, we saw over 30% growth in Gold OA, excluding Hindawi. Gold OA, our author-paid model, makes up about 11% of our research publishing revenue. It's the fastest-growing area in our research segment. Turning to research solutions, revenue declined 1% this quarter due to continued market softness in both advertising and our projects business in the healthcare sector. This decline in corporate revenue offset continued growth from our publishing solutions business, notably consulting and managed services for society partners. Adjusted EBITDA in research this quarter declined 2%, mainly driven by higher editorial and marketing costs and the impact it's endowed. Our Q3 adjusted EBITDA margin was 30.9%, down from 31.7% in the prior period. So, overall in research, We are seeing recovery as expected, both in our year-over-year revenue performance and in our leading indicators. Let's turn now to learning. Our academic line continues to perform well, up 5% in the quarter, driven by double-digit growth in digital courseware, digital content, and licensing. As Matt noted, U.S. fall enrollment grew for the first time since the pandemic. Professional declined 3% in the quarter, driven by softness in business and technology publishing categories. For the year, we continue to see outperformance in learning. On top of that, as Matt discussed, we're beginning to monetize our learning content for AI models and training engines, showcasing the value of our authoritative content in advancing the evolution of AI. Adjusted EBITDA for learning remains a positive story. up 15% this quarter and year to date, with revenue growth and restricting savings as the primary drivers. Our Q3 adjusted EBITDA margin was 35%, up from 31% in the prior period. Now let me touch on our corporate expenses. We saw a $4 million increase over prior year due to unfavorable comps, notably the materially lower incentive accrual in the prior year period. This offset restructuring savings. As noted, we expect corporate expenses to be up moderately this transition year due to the continued carrying costs related to our held-for-sale assets. As we transition out of these assets and further optimize our cost structure, we'll see our cost ratios improve next year and beyond. Now onto our cash flow and balance sheet. Free cash flow for the nine months was a use of $45 million compared to a use of $22 million in the prior year. The negative variance was driven by the timing of closing journal subscription renewals and the higher restructuring payments related to our value creation plan. CapEx of $70 million is tracking $5 million below prior year. We expect to close the remaining journal subscription renewals in Q4 and remain on track to deliver approximately $100 million of free cash flow for the full year. Year-to-date, we allocated $87 million towards dividends and share repurchases. with share repurchases being $5 million higher than prior year. $29 million was used to acquire 872,000 shares at an average cost per share of $33.24. This compares to 540,000 shares repurchased in the prior year period. Our current dividend yield remains above 4%. Net debt to EBITDA ratio was 1.9 at the end of January compared to 2.1 in the prior year period. Through the fiscal 25-26 plan period, we're going to continue to manage down debt and interest expense while balancing other capital priorities, including investing the scale in research, repurchasing shares opportunistically, and supporting a healthy dividend. Note, we have reduced our net debt by over $21 million compared to the prior year period. Our upfront cash proceeds from the divested shares are not material. Although we fully expect to collect the cash from the notes over time with interest, Let's turn to our full year outlook with one quarter remaining. We see adjusted revenue trending upward in the mid to high end of our range. This is driven by learning outperformance throughout the year, augmented by the learning content rights deal expected in Q4. We are raising our adjusted EBITDA guidance to be in a range of $335 to $355 million, up from the original $305 to $330 million. Our improved outlook reflects a $15 million of additional in-year cost savings from our value creation plan and a full-year outperformance in learning, including the Q4 content deal. We're now projecting a full-year EBITDA margin of 21% to 22% and an increase from the previously projected 19% to 20%. To refresh, we continue to expect to more than recover our fiscal 23 adjusted EBITDA margin of 23.3% as we exit fiscal 24%. We're also raising our adjusted EPS guidance to a range of 245 to 265, up from 205 to 240 due to a higher than expected adjusted operating income and accrued interest income from our university services divestiture. We expect free cash flow to be approximately 100 million this transition year. This number is unusually low for Wiley given the combination of lower cash earnings, higher restructuring payments, and higher interest payments. As laid out in January, We're targeting significant free cash flow improvement in fiscal 25 and again in fiscal 26. In summary, I'm very pleased with how we as an organization are executing on multiple levels while tackling our cost structure. As we make our way into fiscal 25 and through 26, we're confident in our ability to deliver on our revenue, our margin expansion, and our cash flow trajectory. And with that, I'll pass it back to Matt.