SEC Form 10-Q filed by John Wiley & Sons Inc.

3/8/24 11:08:05 AM ET

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jwa-20240131

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


x			QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2024


o			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 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
			Registrant’s telephone number, including area code


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

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock, par value $1.00 per share

WLY

New York Stock Exchange

Class B Common Stock, par value $1.00 per share

WLYB

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer x			Accelerated filer o
Non-accelerated filer o			Smaller reporting company o
			Emerging growth company o

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares outstanding of each of the Registrant’s classes of common stock as of February 29, 2024 were:

Class A, par value $1.00 – 45,717,102

Class B, par value $1.00 – 9,017,362

JOHN WILEY & SONS, INC. AND SUBSIDIARIES

INDEX


PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	5

	Condensed Consolidated Statements of Financial Position – Unaudited as of January 31, 2024 and as of April 30, 2023	5

	Condensed Consolidated Statements of Net Loss – Unaudited for the three and nine months ended January 31, 2024 and 2023	6

	Condensed Consolidated Statements of Comprehensive Loss – Unaudited for the three and nine months ended January 31, 2024 and 2023	7

	Condensed Consolidated Statements of Cash Flows – Unaudited for the nine months ended January 31, 2024 and 2023	8

	Condensed Consolidated Statements of Shareholders' Equity – Unaudited for the three and nine months ended January 31, 2024 and 2023	9

	Notes to Unaudited Condensed Consolidated Financial Statements
	Note 1. Basis of Presentation	10
	Note 2. Recent Accounting Standards	10
	Note 3. Acquisitions and Divestitures	12
	Note 4. Revenue Recognition, Contracts with Customers	17
	Note 5. Operating Leases	21
	Note 6. Stock-Based Compensation	23
	Note 7. Accumulated Other Comprehensive Loss	24
	Note 8. Reconciliation of Weighted Average Shares Outstanding	25
	Note 9. Restructuring and Related Charges	26
	Note 10. Segment Information	28
	Note 11. Inventories	30
	Note 12. Goodwill and Intangible Assets	31
	Note 13. Income Taxes	34
	Note 14. Retirement Plans	34
	Note 15. Debt and Available Credit Facilities	35
	Note 16. Derivative Instruments and Hedging Activities	37
	Note 17. Capital Stock and Changes in Capital Accounts	39
	Note 18. Commitments and Contingencies	41

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	42

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	67

Item 4.	Controls and Procedures	68

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	69

Item 1A.	Risk Factors	69

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	69

Item 5.	Other Information	69

Item 6.	Exhibits	71

SIGNATURES		72


	January 31, 2024		April 30, 2023
Assets:
Current assets
Cash and cash equivalents	$	93,100	$	106,714
Accounts receivable, net of allowance for credit losses of $15.2 million and $18.7 million, respectively	161,009		310,121
Inventories, net	28,377		30,733
Prepaid expenses and other current assets	68,868		93,711
Current assets held-for-sale	32,648		—
Total current assets	384,002		541,279

Technology, property and equipment, net	208,339		247,149
Intangible assets, net	628,886		854,794
Goodwill	1,096,674		1,204,050
Operating lease right-of-use assets	71,306		91,197
Other non-current assets	298,582		170,341
Non-current assets held-for-sale	19,499		—
Total assets	$	2,707,288	$	3,108,810

Liabilities and shareholders' equity:
Current liabilities
Accounts payable	$	44,992	$	84,325
Accrued royalties	151,159		113,423
Short-term portion of long-term debt	6,250		5,000
Contract liabilities	300,675		504,695
Accrued employment costs	78,203		80,458
Short-term portion of operating lease liabilities	18,181		19,673
Other accrued liabilities	78,771		87,979
Current liabilities held-for-sale	33,908		—
Total current liabilities	712,139		895,553

Long-term debt	900,524		743,292
Accrued pension liability	72,374		86,304
Deferred income tax liabilities	94,862		144,042
Operating lease liabilities	98,219		115,540
Other long-term liabilities	71,160		79,052
Long-term liabilities held-for-sale	9,704		—
Total liabilities	1,958,982		2,063,783
Commitments and contingencies (Note 18)
Shareholders’ equity
Preferred stock, $1 par value per share: Authorized shares – 2 million, Issued shares - 0	—		—
Class A common stock, $1 par value per share: Authorized shares - 180 million, Issued shares - 70,238 and 70,231 as of January 31, 2024 and April 30, 2023, respectively	70,238		70,231
Class B common stock, $1 par value per share: Authorized shares - 72 million, Issued shares - 12,944 and 12,951 as of January 31, 2024 and April 30, 2023, respectively	12,944		12,951
Additional paid-in-capital	474,315		469,802
Retained earnings	1,577,239		1,860,872
Accumulated other comprehensive loss, net of tax	(526,762)		(528,902)
Less treasury shares at cost (Class A – 24,519 and 23,983 as of January 31, 2024 and April 30, 2023, respectively; Class B – 3,927 and 3,925 as of January 31, 2024 and April 30, 2023, respectively)	(859,668)		(839,927)
Total shareholders’ equity	748,306		1,045,027
Total liabilities and shareholders' equity	$	2,707,288	$	3,108,810


	Three Months Ended January 31,				Nine Months Ended January 31,
	2024		2023		2024		2023
Revenue, net	$	460,705	$	491,368	$	1,404,526	$	1,493,773

Costs and expenses:
Cost of sales	143,662		174,051		456,377		518,384
Operating and administrative expenses	253,375		255,798		761,458		791,578
Impairment of goodwill	81,754		99,800		108,449		99,800
Restructuring and related charges	14,808		8,807		52,033		45,204
Amortization of intangible assets	13,517		19,968		42,730		65,389
Total costs and expenses	507,116		558,424		1,421,047		1,520,355

Operating loss	(46,411)		(67,056)		(16,521)		(26,582)

Interest expense	(13,321)		(11,521)		(37,592)		(27,185)
Foreign exchange transaction gains (losses)	488		421		(3,489)		283
Losses on sale of businesses and impairment charges related to assets held-for-sale	(52,404)		—		(179,747)		—
Other (expense) income, net	(648)		705		(3,700)		976

Loss before taxes	(112,296)		(77,451)		(241,049)		(52,508)
Provision (benefit) for income taxes	1,579		(5,982)		(15,465)		(1,397)

Net loss	$	(113,875)	$	(71,469)	$	(225,584)	$	(51,111)

Loss per share
Basic	$	(2.08)	$	(1.29)	$	(4.10)	$	(0.92)
Diluted	$	(2.08)	$	(1.29)	$	(4.10)	$	(0.92)

Weighted average number of common shares outstanding
Basic	54,812		55,514		55,061		55,625
Diluted	54,812		55,514		55,061		55,625


(1)			The balance as of January 31, 2024 includes held-for-sale cash, cash equivalents and restricted cash. See Note 3, "Acquisitions and Divestitures" for further details.


	Class A common stock		Class B common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss, net of tax		Treasury stock		Total shareholders' equity
Balance at October 31, 2023	$	70,234	$	12,948	$	471,169	$	1,710,358	$	(541,970)	$	(855,463)	$	867,276
Restricted shares issued under stock-based compensation plans	—		—		(3,125)		1		—		3,207		83
Impact of tax withholding on stock-based compensation and other	—		—		—		—		—		(912)		(912)
Stock-based compensation expense	—		—		6,271		—		—		—		6,271
Purchases of treasury shares	—		—		—		—		—		(6,500)		(6,500)
Class A common stock dividends ($0.3500 per share)	—		—		—		(16,089)		—		—		(16,089)
Class B common stock dividends ($0.3500 per share)	—		—		—		(3,156)		—		—		(3,156)
Common stock class conversions	4		(4)		—		—		—		—		—
Comprehensive loss, net of tax	—		—		—		(113,875)		15,208		—		(98,667)
Balance at January 31, 2024	$	70,238	$	12,944	$	474,315	$	1,577,239	$	(526,762)	$	(859,668)	$	748,306


	University Services		Cross Knowledge		Wiley Edge		Total
Assets held-for-sale:
Current assets
Cash and cash equivalents (1)	$	—	$	6,031	$	9,672	$	15,703
Accounts receivable, net	1,024		8,354		15,207		24,585
Prepaid expenses and other current assets (1)	61		3,704		6,684		10,449
Valuation allowance	—		(18,089)		—		(18,089)
Total current assets held-for-sale	$	1,085	$	—	$	31,563	$	32,648

Technology, property and equipment, net	—		2,906		2,783		5,689
Intangible assets, net	—		18,001		34,766		52,767
Operating lease right-of-use assets	—		321		1,021		1,342
Other non-current assets	1,426		16,840		179		18,445
Valuation allowance	—		(38,068)		(20,676)		(58,744)
Total non-current assets held-for-sale	$	1,426	$	—	$	18,073	$	19,499

Liabilities held-for-sale:
Current liabilities
Accounts payable	$	32	$	559	$	77	$	668
Accrued royalties	—		815		—		815
Contract liabilities	111		12,332		19		12,462
Accrued employment costs	—		6,556		3,558		10,114
Short-term portion of operating lease liabilities	—		—		479		479
Other accrued liabilities	45		3,691		5,634		9,370
Total current liabilities held-for-sale	$	188	$	23,953	$	9,767	$	33,908

Accrued pension liability	—		707		—		707
Deferred income tax liabilities	—		4,133		3,447		7,580
Operating lease liabilities	—		—		273		273
Other long-term liabilities	11		674		459		1,144
Total long-term liabilities held-for-sale	$	11	$	5,514	$	4,179	$	9,704


(1)			The following table shows a reconciliation of our cash, cash equivalents, and restricted cash included in current assets held-for-sale in our Unaudited Condensed Consolidated Statement of Financial Position to our Unaudited Condensed Consolidated Statement of Cash Flows for the nine months ended January 31, 2024:


Cash and cash equivalents	$	93,100
Restricted cash included in Prepaid expenses and other current assets	50
Total cash, cash equivalents, and restricted cash per Unaudited Condensed Consolidated Statement of Financial Position as of January 31, 2024	93,150
Cash and cash equivalents held-for-sale	15,703
Restricted cash held-for-sale included in Prepaid expenses and other current assets	54
Total cash, cash equivalents, and restricted cash held-for-sale as of January 31, 2024	15,757
Total cash, cash equivalents, and restricted cash per Unaudited Condensed Consolidated Statement of Cash Flows for the nine months ended January 31, 2024	$	108,907


	January 31, 2024		April 30, 2023		Increase/ (Decrease)
Balances from contracts with customers:
Accounts receivable, net	$	161,009	$	310,121	$	(149,112)
Contract liabilities (1)	300,675		504,695		(204,020)
Contract liabilities (included in Other long-term liabilities)	$	15,114	$	17,426	$	(2,312)


(1)			The sales return reserve recorded in Contract liabilities is $25.9 million and $24.6 million, as of January 31, 2024 and April 30, 2023, respectively.


	January 31, 2024		April 30, 2023
Operating lease ROU assets	$	71,306	$	91,197
Short-term portion of operating lease liabilities	18,181		19,673
Operating lease liabilities, non-current	$	98,219	$	115,540


	Three Months Ended January 31,				Nine Months Ended January 31,
	2024		2023		2024		2023
Research:
Research Publishing	$	216,586	$	213,720	$	659,329	$	685,884
Research Solutions	39,613		39,880		112,344		113,988
Total Research	256,199		253,600		771,673		799,872

Learning:
Academic	87,216		82,822		224,633		223,826
Professional	59,118		60,421		179,961		178,713
Total Learning	146,334		143,243		404,594		402,539

Held for Sale or Sold	58,172		94,525		228,259		291,362

Total Revenue	$	460,705	$	491,368	$	1,404,526	$	1,493,773


	Nine Months Ended January 31,
	2024			2023
Weighted-average remaining contractual lease term (years)	8			8
Weighted-average discount rate	6.02		%	5.93		%
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	19,545		$	20,264


Fiscal Year	Operating Lease Liabilities
2024 (remaining 3 months)	$	6,492
2025	23,650
2026	21,839
2027	17,149
2028	13,268
Thereafter	64,186
Total future undiscounted minimum lease payments	146,584

Less: Imputed interest	30,184

Present value of minimum lease payments	116,400

Less: Current portion	18,181

Noncurrent portion	$	98,219


	Nine Months Ended January 31,
	2024			2023
Weighted average fair value of options on grant date	$	6.47		$	9.42

Weighted average assumptions:
Expected life of options (years)	6.3			5.9
Risk-free interest rate	4.6		%	0.5		%
Expected volatility	34.0		%	31.2		%
Expected dividend yield	4.6		%	3.0		%
Fair value of common stock on grant date	$	30.37		$	45.99
Exercise price of stock option grant	$	34.86		$	45.99


(1)			Total net lease cost does not include those costs and sublease income included in Restructuring and related charges on our Unaudited Condensed Consolidated Statements of Net Loss. This includes those operating leases we had identified as part of our restructuring program that would be subleased. See Note 9, “Restructuring and Related Charges” for more information on this program.


	Foreign Currency Translation		Unamortized Retirement Costs		Interest Rate Swaps		Total

Balance at October 31, 2023	$	(349,037)	$	(198,649)	$	5,716	$	(541,970)
Other comprehensive income (loss) before reclassifications	25,116		(6,520)		(2,409)		16,187
Amounts reclassified from accumulated other comprehensive loss	—		1,466		(2,445)		(979)
Total other comprehensive income (loss)	25,116		(5,054)		(4,854)		15,208
Balance at January 31, 2024	$	(323,921)	$	(203,703)	$	862	$	(526,762)


Balance at April 30, 2023	$	(326,346)	$	(206,806)	$	4,250	$	(528,902)
Other comprehensive income (loss) before reclassifications	2,425		(1,316)		3,625		4,734
Amounts reclassified from accumulated other comprehensive loss	—		4,419		(7,013)		(2,594)
Total other comprehensive income (loss)	2,425		3,103		(3,388)		2,140
Balance at January 31, 2024	$	(323,921)	$	(203,703)	$	862	$	(526,762)


Balance at April 30, 2022	$	(329,566)	$	(182,226)	$	3,646	$	(508,146)
Other comprehensive (loss) income before reclassifications	(5,580)		2,453		4,295		1,168
Amounts reclassified from accumulated other comprehensive loss	—		3,318		(1,877)		1,441
Total other comprehensive (loss) income	(5,580)		5,771		2,418		2,609
Balance at January 31, 2023	$	(335,146)	$	(176,455)	$	6,064	$	(505,537)


	Three Months Ended January 31,				Nine Months Ended January 31,				Total Charges Incurred to Date
	2024		2023		2024		2023
(Credits) Charges by Segment:
Research	$	(749)	$	319	$	5,953	$	1,579	$	8,366
Learning	1,313		1,387		7,390		8,179		15,194
Held for Sale or Sold	1,498		614		6,143		4,395		11,929
Corporate Expenses	12,352		6,540		31,463		30,129		64,342
Total Restructuring and Related Charges	$	14,414	$	8,860	$	50,949	$	44,282	$	99,831

Charges by Activity:
Severance and termination benefits	$	1,098	$	7,049	$	25,661	$	24,613	$	51,488
Impairment of operating lease ROU assets and property and equipment	7,149		—		8,724		12,696		21,420
Acceleration of expense related to operating lease ROU assets and property and equipment	548		152		1,064		1,992		3,204
Facility related charges, net	1,531		706		2,918		3,403		7,067
Consulting costs	2,032		167		7,821		597		10,106
Other activities	2,056		786		4,761		981		6,546
Total Restructuring and Related Charges	$	14,414	$	8,860	$	50,949	$	44,282	$	99,831


	April 30, 2023		Charges		Payments		Foreign Translation & Other Adjustments		January 31, 2024
Severance and termination benefits	$	4,572	$	25,661	$	(24,839)	$	(76)	$	5,318
Consulting costs	—		7,821		(6,682)		(1)		1,138
Other activities	9		4,761		(3,489)		8		1,289
Total	$	4,581	$	38,243	$	(35,010)	$	(69)	$	7,745


(1)			Our Adjusted Operating Income excludes the impact of our Held for Sale or Sold Segment Adjusted Operating Income or Loss results.
(2)			We ceased to record depreciation and amortization of long-lived assets for these businesses as of the date the assets were classified as held-for-sale. On January 1, 2020, Wiley acquired mthree, a talent placement provider that addresses the IT skills gap by finding, training, and placing job-ready technology talent in roles with leading corporations worldwide. Its results of operations are included in our Held for Sale or Sold segment. In late May 2022, Wiley renamed the mthree talent development solution to Wiley Edge and discontinued use of the mthree trademark during the three months ended July 31, 2022. As a result of these actions, we determined that a revision of the useful life was warranted and the intangible asset was fully amortized over its remaining useful life resulting in accelerated amortization expense of $4.6 million in the three months ended July 31, 2022. This amortization expense was an adjustment to the Held for Sale or Sold Adjusted contribution to profit. In addition, it was included in Depreciation and amortization in the table above.
(3)			As a result of our decision to discontinue the use of certain capitalized software included in Technology, property, and equipment, net on our Unaudited Condensed Consolidated Statement of Financial Position, we recorded a pretax noncash impairment charge of $6.4 million in the three and nine months ended January 31, 2024. The impairment charge was included in Corporate depreciation and amortization reflected in Operating and administrative expenses on our Unaudited Condensed Consolidated Statements of Net Loss.


(1)			See Note 9, “Restructuring and Related Charges” and Note 12, “Goodwill and Intangible Assets” for these charges by segment.
(2)			In the three months ended January 31, 2023, we settled a litigation matter related to consideration for a previous acquisition for $3.7 million which is included in Corporate Expenses.
(3)			As described above, this accelerated amortization relates to the mthree trademark.
(4)			Our Adjusted Operating Income excludes the impact of our Held for Sale or Sold segment Adjusted Operating Income or Loss results.


	January 31, 2024		April 30, 2023
Finished goods	$	25,997	$	29,339
Work-in-process	1,209		1,031
Paper and other materials	261		248
Total inventories before estimated sales returns and LIFO reserve	$	27,467	$	30,618
Inventory value of estimated sales returns	7,718		6,923
LIFO reserve	(6,808)		(6,808)
Inventories, net	$	28,377	$	30,733


	April 30, 2023 (1)(2)		Impairment		Foreign Translation Adjustment		January 31, 2024
Research	$	609,729	$	—	$	3,436	$	613,165
Learning	486,025		—		(2,516)		483,509
Total excluding Held for Sale or Sold segment	1,095,754		—		920		1,096,674
Held for Sale or Sold	108,296		(108,449)		153		—
Total including Held for Sale or Sold segment	$	1,204,050	$	(108,449)	$	1,073	$	1,096,674

SEC Form 10-Q filed by John Wiley & Sons Inc.

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Insider Trading

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Financials

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Large Ownership Changes

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Market Insights


(1)			The Held for Sale or Sold goodwill balance as of April 30, 2023 includes a cumulative pretax noncash goodwill impairment of $209.8 million.
(2)			In the three months ended July 31, 2023, we reorganized our segments and due to this realignment have reallocated goodwill.


	January 31, 2024		April 30, 2023 ⁽¹⁾
Intangible assets with definite lives, net:
Content and publishing rights	$	439,291	$	462,463
Customer relationships	41,885		217,346
Developed technology	21,233		45,500
Brands and trademarks	5,960		7,281
Covenants not to compete	41		300
Total intangible assets with definite lives, net	508,410		732,890
Intangible assets with indefinite lives:
Brands and trademarks	37,000		37,000
Publishing rights	83,476		84,904
Total intangible assets with indefinite lives	120,476		121,904
Total intangible assets, net	$	628,886	$	854,794


(1)			The developed technology balance as of April 30, 2023 is presented net of accumulated impairments and write-offs of $2.8 million. The indefinite-lived brands and trademarks balance as of April 30, 2023 is net of accumulated impairments of $93.1 million.


	January 31, 2024		April 30, 2023
Short-term portion of long-term debt (1)	$	6,250	$	5,000

Term loan A - Amended and Restated CA (2)	186,878		191,757
Revolving credit facility - Amended and Restated CA	713,646		551,535
Total long-term debt, less current portion	900,524		743,292

Total debt	$	906,774	$	748,292


(1)			Relates to our term loan A under the Amended and Restated CA.
(2)			Amounts are shown net of unamortized issuance costs of $0.6 million as of January 31, 2024 and $0.7 million as of April 30, 2023.


			Notional Amount
Hedged Item (1)	Date entered into	Nature of Swap	January 31, 2024		April 30, 2023		Fixed Interest Rate		Variable Interest Rate
Amended and Restated CA	January 31, 2024	Pay fixed/receive variable	$	50,000	$	—	3.700	%	1-month SOFR reset every month for a 3-year period ending April 15, 2027
Amended and Restated CA	January 24, 2024	Pay fixed/receive variable	50,000		—		3.774	%	1-month SOFR reset every month for a 3-year period ending April 15, 2027
Amended and Restated CA	January 05, 2024	Pay fixed/receive variable	50,000		—		3.689	%	1-month SOFR reset every month for a 3-year period ending April 15, 2027
Forward starting contracts (2)			150,000		—
Amended and Restated CA	December 19, 2023	Pay fixed/receive variable	50,000		—		3.850	%	1-month SOFR reset every month for a 3-year period ending January 15, 2027
Amended and Restated CA	March 15, 2023	Pay fixed/receive variable	50,000		50,000		3.565	%	1-month SOFR reset every month for a 3-year period ending April 15, 2026
Amended and Restated CA	March 14, 2023	Pay fixed/receive variable	50,000		50,000		4.053	%	1-month SOFR reset every month for a 3-year period ending March 15, 2026
Amended and Restated CA	March 13, 2023	Pay fixed/receive variable	50,000		50,000		3.720	%	1-month SOFR reset every month for a 3-year period ending March 15, 2026
Amended and Restated CA	December 13, 2022	Pay fixed/receive variable	50,000		50,000		3.772	%	1-month SOFR reset every month for a 3-year period ending December 15, 2025
Amended and Restated CA	June 16, 2022	Pay fixed/receive variable	100,000		100,000		3.467	%	1-month SOFR reset every month for a 2-year period ending May 15, 2024
Amended and Restated CA	April 6, 2022	Pay fixed/receive variable	100,000		100,000		2.588	%	1-month SOFR reset every month for a 2-year period ending April 15, 2024
Amended and Restated CA	April 12, 2021	Pay fixed/receive variable	100,000		100,000		0.465	%	1-month SOFR reset every month for a 3-year period ending April 15, 2024
Existing contracts			$	550,000	$	500,000


(1)			On November 30, 2022, we entered into the Second Amendment to our Amended and Restated CA. Refer to Note 15, "Debt and Available Credit Facilities" for more information related to our Amended and Restated CA.
(2)			During the third quarter of fiscal 2024, we entered into $150.0 million notional amount of forward starting interest rate swap agreements to hedge the cash flow risk of variability in interest payments on our variable rate borrowings. The effective date of these forward starting interest rate swap agreements is April 15, 2024. As of January 31, 2024, these contracts met the criteria of a cash flow hedge.


Changes in Common Stock A:	2024	2023
Number of shares issued, beginning of year	70,231	70,226
Common stock class conversions	7	2
Number of shares issued, end of period	70,238	70,228

Changes in Common Stock A in treasury:
Number of shares held, beginning of year	23,983	23,515
Purchases of treasury shares	870	539
Restricted shares issued under stock-based compensation plans – non-PSU Awards	(234)	(208)
Restricted shares issued under stock-based compensation plans – PSU Awards	(233)	(150)
Shares issued to directors	(29)	(3)
Restricted shares issued from exercise of stock options	—	(14)
Shares withheld for taxes	162	129
Number of shares held, end of period	24,519	23,808
Number of Common Stock A outstanding, end of period	45,719	46,420


Changes in Common Stock B:	2024	2023
Number of shares issued, beginning of year	12,951	12,956
Common stock class conversions	(7)	(2)
Number of shares issued, end of period	12,944	12,954

Changes in Common Stock B in treasury:
Number of shares held, beginning of year	3,925	3,924
Purchases of treasury shares	2	1
Number of shares held, end of period	3,927	3,925
Number of Common Stock B outstanding, end of period	9,017	9,029


(1)			Our Adjusted Revenue, net excludes the impact of our Held for Sale or Sold segment revenue.