Slides
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5 16-7-5-1- ( 7 + x ) Company Overview Fiscal Year 2026 Mc Graw Hill
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2 Disclaimer This presentation has been prepared by McGraw Hill, Inc. (“McGraw Hill” or the “Company”). By accepting and using this presentation, the reader agrees to the terms and conditions set forth in the following paragraphs. The information contained in this presentation is for informational purposes only. The information contained in this presentation is not investment or financial product advice and is not intended to be used as the basis for making an investment decision. Neither the Company, any of its affiliates, nor their respective directors, officers, employees, members, partners, shareholders or agents, make any representation or warranty, express or implied as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of any of the information or opinions contained in this presentation. Industry and Market Data Within this presentation, the Company references information and statistics regarding the industries within which the Company operates. McGraw Hill has obtained this information and these statistics from various independent third-party sources, including independent industry publications, reports by market research firms and other independent sources. Some data and other information contained in this presentation are also based on management’s estimates and calculations, which are derived from the Company’s review and interpretation of internal company research, surveys and independent sources in the markets in which the Company operate, which, in each case, the Company believes are reliable, although the Company has not independently verified any third-party information and the Company's internal company research, surveys and estimates have not been verified by an independent source. Except as otherwise indicated, the Company did not commission any of the third-party data presented in this presentation. In instances in which we indicate that the Company commissioned the third-party data, any statements made with respect to such data, and, notwithstanding the inclusion of such third- party data, the Company is responsible for and acknowledges full Section 11 liability for such statements. Forward-Looking Statements and Non-GAAP Financial Measures This presentation includes statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of forward-looking terminology, including terms such as “believes,” “estimates,” “anticipates,” “expects,” “projects,” “intends,” “plans,” “may,” “will,” “should” or “seeks,” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and include, but are not limited to, statements regarding the Company’s intentions, beliefs or current expectations concerning, among other things, the Company’s results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which it operates. By their nature, forward-looking statements involve risks and uncertainties, as they relate to events and depend on circumstances that may or may not occur in the future. The Company’s expectations, beliefs and projections are expressed in good faith, and the Company believes there is a reasonable basis for them; however, the Company cautions readers that forward-looking statements are not guarantees of future performance and that the Company’s actual results of operations, financial condition and liquidity, and the developments in the industry in which the Company operates, may differ materially from those made in or suggested by the forward-looking statements contained in this presentation. There are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from the forward-looking statements contained in this presentation, including those described under the headings “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, and in other filings made with the U.S. Securities and Exchange Commission. In addition, even if our results of operations, financial condition and liquidity, and the developments in the industry in which we operate are consistent with the forward-looking statements contained in this presentation, those results or developments may not be indicative of results or developments in subsequent periods. Any forward-looking statements the Company makes in this presentation speak only as of the date of such statement. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities law. Unless otherwise noted, all information included herein is as of March 31, 2026. This presentation contains certain non-GAAP financial measures, including EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin. A “non-GAAP financial measure” is defined as a numerical measure of a company’s historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statements of operations, balance sheets, or statement of cash flows of the Company. Such measures are presented for supplemental information purposes only, have limitations as analytical tools, and should not be considered in isolation or as substitute measures for our results as reported under GAAP. See slide 46. These measures are presented for supplemental information purposes only, have limitations as analytical tools, and should not be considered in isolation or as substitute measures for our results as reported under GAAP. Because not all companies use identical calculations, our measures may not be comparable to other similarly titled measures of other companies, and our use of these measures varies from others in our industry. Such non-GAAP financial measures are included because they are a basis on which our management assesses the Company's performance. Although we believe these measures are useful for investors for the same reasons, we recommend that users of the financial statements note that these measures are not a substitute for GAAP financial measures or disclosures. We provide reconciliations of such non-GAAP measures to the corresponding most closely related GAAP measure on slide 46. Our forward-looking estimates of both GAAP and non-GAAP measures of our financial performance may differ materially from our actual results and should not be relied upon as statements of fact.
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Business Overview
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4 A Global Leader in Information Solutions for Education End Market Education McGraw Hill is a Vertical Information Solutions Leader Data Moat Enriched Analytics and Insights Re-occurring Revenue Profile Predictable and Visible Revenue Premium Margin Profile Strong Operating Leverage High Cash Flow Conversion Healthcare Insurance & Analytics Real Estate Financial Services
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5 Our mission is to support the evolving needs of educators and learners around the world with trusted, high-quality content and digital solutions that use data and learning science to adapt to each student as they progress towards their goals.
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6 Note: All metrics are for the fiscal year ended March 31, 2026. (1) Learning Interactions measures the volume of user -driven educational activities across McGraw Hill platforms — including answering questions, completing assignments, and engaging with learning content. This data captures activity across K-12 platforms (Open Learning, ConnectED, ALEKS), Higher Education (Smartbook, Connect), and Enterprise IDM. In FY2026, c overage expanded to include A3K Literacy, Actively Learn, and additional Connect data. Delivering the right question at the right moment. Trusted Content · Behavioral Data · Adaptive Intelligence · Personalized Learning Global Scale Content Depth Precision Learning 100M+ Active Licenses Students & educators across 100+ countries 190 Terabytes of Data Mapped to global standards Learning Interactions¹ 25.6B Structured data interactions revealing how students learn of Titles in Library Spanning 500+ subjects
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7 • Trusted, Market-Leading Global Brand with Over 135-Year History • Leveraging Data Science and AI to Drive Innovation and Improve Learner Outcomes • Extensive Scale and Wealth of Data Across the Entire Learning Continuum • Institutional Sales Model with Long-Standing Customer Relationships Built Over Decades • Highly Profitable Business Model with a Strong Cash Flow Profile Note: All metrics for the fiscal year ended March 31, 2026. (1) See slide 45 for Gross Profit and Gross Margin Reconciliation. Gross profit is revenue less cost of sales (excluding Depreciation and Amortization). (2) See slide 46 for Adj. EBITDA Margin Reconciliation and slide 48 for definition of Adj. EBITDA Margin. $2.1B Revenue $1.4B Digital Revenue 35.4% Adj. EBITDA Margin2 80.9% Gross Margin1 7.5M Users of AI Learning Tools
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8 <40% 73% FY2015 FY2026 31% 68% 83% FY2015 FY2026 ~10M ~26M FY2015 FY2026 Comprehensive Digital Solutions Drive Highly Predictable Revenue Streams (1) Paid Digital Users represents the global number of learners or educators in K -12, Higher Education, Professional and Interna tional who purchased or have a license purchased on their behalf to gain access to one of our digital solutions during the fiscal year ending March 31, 2026. (2) Digital Revenue Mix is defined as digital revenue divided by total revenue. (3) For FY2026, excluding K-12, Digital Revenue Mix was 83%. (4) Re -occurring Revenue includes revenue from offerings that are generally sold as digital subscriptions and multi -year print products. Revenue from digital subscriptions, which are pa id for at the time of sale or shortly thereafter, is recognized ratably over the term of the subscription period as the performance obligation is satisfied. For multi -year print products (e.g., workbooks), which are paid for at the beginning of the contract period, each academic year within the contract period, represents a distinct performance obligation. Revenue is recognized upon delivery to the customer for each respective academic year. FY2026 total Re -occurring Revenue was $1, 541M. Re-occurring Revenue Mix is defined as Re -occurring Revenue divided by total revenue. >2x Digital Revenue Mix2 Evolution (%) >2x Paid Digital Users1 Evolution >1.8x Re-occurring Revenue Mix⁴ Evolution (%) 3
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9 (1) For the fiscal year ending March 31, 2025. (2) Digital Revenue Mix is defined as digital revenue divided by total revenue . (3) Re-occurring Revenue includes revenue from offerings that are generally sold as digital subscriptions and multi - year print products. Revenue from digital subscriptions, which are paid for at the time of sale or shortly thereafter, is rec ognized ratably over the term of the subscription period as the performance obligation is satisfied. For multi -year print products (e.g., workbooks), which are paid for at the beginning of the contract period, each academic year within the contract p eriod, represents a distinct performance obligation. Revenue is recognized upon delivery to the customer for each respective academic year. FY2025 total Re -occurring Revenue was $1,457M. Re -occurring Revenue Mix is defined as Re -occurring Revenue divided by total revenue. 135+ Years of Continued Commitment to Quality and Innovation Intellectual Property / Content Moat Machine Learning and Data Analytics Insights and Workflow Personalized Learning (AI) Decades of Trust Sale of McGraw Hill From to Acquired by >$1B Digital Revenue >50% Digital Revenue Mix2 <1/3rd Digital Revenue Mix2 $1.4B Digital Revenue1,2 Reinvented Scaling Evergreen Across Connect Launched New GenAI Solutions AI Reader, Scribe Open Learning <40% Re-occurring Revenue Mix3 ~69% Re-occurring Revenue Mix1,3 Enterprise 2000 2023 2025 2009 2013 2022 2021 20192015 2020 1996 2024 2014 2016 (Higher Education Unit) Acquisitions Product InnovationKey Milestones
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10 (1) Elsevier is owned by RELX. We Serve Three Large, Connected, and Attractive Markets Globally K-12 Higher Education Professional • Institutional-focused sales • Market opportunity varies year by year based on states like CA, FL and TX which have state-wide procurement • Contract lengths 5 – 8 years & cash upfront • Faculty-focused sales • Inclusive Access delivery mechanism ensures availability of courses to students on day-1 and enables high sell-through • Annual contract / subscriptions • Institution-focused sales • High switching costs drive strong retention and long-term institutional relationships • Purchasing decisions driven by budgets rather than individual end-users • Annual contract / subscriptions Customers Decision Makers Market Dynamics Key Competitors Undergraduate and Graduate Institutions Private Schools Public School Districts School Principals District Superintendents Institutional Libraries Medical Institutions Professors Medical School Faculty, Deans and Librarians Graduate Institutions 1
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11 (1) Estimate based on information from a third- party study commissioned by the Company. As of the 2024 – 2025 academic year. (2) Refers to U.S. K-12. (3) Refers to U.S. Higher Education. (4) CTE refers to Career and Technical Education; AP refers to Advanced Placement; Dual Enrollment programs allow K -12 students to earn college credits while in high school. We Serve a Large, Essential Market $9.3B $12.3B $2.9B $5.5B K-122 Higher Education3 Global Professional International Numerous Growth Opportunities Across Every Stage of the Learning Journey K-122 Higher Education3 Global Professional International • Supplemental / Intervention Solutions • Integrated Curriculum Solutions • CTE / AP / Assessment 4 • Student Study Solutions • CTE / Dual Enrollment4 • Short Courses • Employability / Workplace Preparedness • Global Medical Education Solutions • Undergraduate Medical Student Learning Solutions • Emerging Market Growth • K-12 and Higher Education Solutions • English Language Teaching …With Strong Secular Tailwinds • Highly Resilient and Growing End Market • Modernization of Learning Technology • Demand for Data-Driven, Personalized Learning • Need for Equitable Access to Learning • Demand for Technical, Skills-Based Professional Learning $30B TAM1 11
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12 Global Salesforce with Extensive Reach Note: For the fiscal year ended March 31, 2025. (1) Global Professional GTM Professionals includes sales team in the U.S. and Non -U.S. Countries. ~550 K-12 GTM Professionals ~360 International GTM Professionals ~500 Higher Education GTM Professionals ~80 Global Professional GTM Professionals1 12 >100 Countries Served >80 Languages 90%+ of U.S. K-12 districts use McGraw Hill products 82% of U.S. Higher Education institutions served 94% of U.S. Medical Libraries Served
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13 (1) For the fiscal year ended March 31, 2026. Remaining Performance Obligations (“RPO”) represent the total contracted future revenue that has not yet been recognized, encompassing both deferred revenue and amounts scheduled to be invoiced and recognized in future periods. RPO is associated with our digital subscriptions and multi -year print products and is impacted by various factors, including the timing of renewals and purchases, contract durations, and seasonal trends. (2) For the fiscal year ended March 31, 2026. Annual Net Dollar Retention ("NDR") is a key operating metric used to e valuate digital subscription revenue growth within our existing customer base. NDR is calculated by dividing (a) the digital subscription amounts invoiced to existing customers during the year, inclusive of changes in enrollment, price change s, and attrition by (b) the digital subscription amounts invoiced to such customers for the comparable prior year. (3) Estimate based on information from a third- party study commissioned by the Company. As of the 2024 – 2025 academic year. (3) CTE = Career and Technical Education. Our Predictable Growth Algorithm Higher Education & Professional Other Strategic LeversK-12 Continued Sell- Through From Prior Multi-Year Contracts $1.2B RPO1 Existing Customers CTE3, Short Courses, Global Medical Education Solutions New Customers / Solutions HE - 114% NDR2 GP - 101% NDR2 Proven Cross-Sell & Up-Sell Success Land & Expand Existing Customers International $5.5B TAM Opportunity3 M&A X New Multi-Year State and District Opportunities, New Capabilities, GenAI New Customers / Solutions Supplemental, Intervention & Connected Solutions Up-sell & Cross-sell # $ # $
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Digital Ecosystem
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15 McGraw Hill’s Digital Education Ecosystem Pedagogically Proven Learning Experiences Shared Capabilities Enterprise Enabling Services Content & Data Flagship Learning Solutions Shared Investment Across All Markets 15
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16 Note: All metrics are for the fiscal year ended March 31, 2026, unless stated otherwise. Harnessing the Power of Content and Data with Best-in-Class Product Development and Innovation to Drive Learning Outcomes Content and Data Improved Learning Outcomes through Personalized Learning >27k Authors >26B Annual Learning Interactions Tens of Thousands Titles in Library >100M Active Licenses >50 Nobel Laureates as Authors 190 TB Data Feedback Loop for Continuous Improvement
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17 AI Capabilities What AI is currently capable of doing Educational Realities How learning actually happens Learning Science How learning should happen Grounded in evidence-based research and learning science, McGraw Hill harnesses AI to deliver meaningful, scalable learning experiences tailored to modern classrooms GenAI Guiding Principles McGraw Hill’s Holistic Approach to AIRecent GenAI Innovation: AI Reader & Scribe Increases Time on Solution by >30%1 Engages with Interactive Quizzes Fosters In-the-Moment Engagement Offers Interactive Learning Support Promotes Deeper Understanding of Content AI Reader: Helps students develop a deeper understanding of their course materials Applicable to Multiple Content Types Manual Content Tasks Automated Integrates Seamlessly with Authoring Tools Higher Quality Results from Owned Content Content Production Time Savings Scribe: Content generation platform, with “human in the loop” approach (1) Based on our analysis of internal data. 17
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18 McGraw Hill AI Differentiation One Integrated Solution — No Assembly Required The average school juggles 2,400+ tools and 25+ logins per teacher. McGraw Hill replaces that chaos with a single integrated platform embedded directly in educator workflows. 01 Trusted Content Is the Foundation of Effective AI AI without structure hallucinates. Effective AI in education demands state-aligned, culturally adept, pedagogically sound curriculum as its backbone. 02 Real Learning Requires Real Data Content alone isn't enough. McGraw Hill Plus uses machine learning and billions of learning interactions to build holistic learner profiles, giving educators precise insight into what's working and for whom. 03 The "Last Mile" of Support From print to digital delivery to professional development, McGraw Hill provides a complete, integrated offering, not just materials, but the ongoing support to use them effectively. 04 Predictable Pricing, Built for District Budgets One bundled price covers students, teachers, and the institution, eliminating the unpredictable token-consumption costs that could make AI tools difficult for districts to plan around. 05 Built to Lead the Agentic AI Era McGraw Hill is actively piloting Agentic Learning Solutions, positioning our curriculum as the trusted content layer that powers a user interface that students, instructors, and others can engage with. 06 Visit our website to learn more about our AI tools and guiding principles. 18
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K-12 Business Overview
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20 (1) Source: Survey by Morning Consult that we commissioned in the fiscal year ended March 31, 2025. Across U.S. K-12 educators and administrators. Brand Awareness reflects aided brand awareness, which measures recognition for a provided list. (2) Results for FY2022 represent the sum of the reported results of the predecessor entity, prior to giving effect to the acquisition by Platinum, for the period from April 1, 2021 through July 31, 2021 and the successor entity for the period from August 1, 2021 through March 31, 2022, which are not considered to be prepared in accordance with GAAP and do not include pro forma adjustments that would otherwise be included in a pro forma presentation prepared in accordance with Regulation S-X. Such results also do not include any financial results of Achieve3000 prior to the date of its acquisition on November 1, 2021. (3) Re- occurring Revenue includes revenue from offerings that are generally sold as digital subscriptions and multi-year print products. Revenue from digital subscriptions, which are paid for at the time of sale or shortly thereafter, is recognized ratably over the term of the subscription period as the performance obligation is satisfied. For multi-year print products (e.g., workbooks), which are paid for at the beginning of the contractperiod, each academic year within the contract period, represents a distinct performance obligation. Revenue is recognized upon delivery to the customer for each respective academic year. (4)Remaining Performance Obligations (“RPO”) represent the total contracted future revenue that has not yet been recognized, encompassing both deferred revenue and amounts scheduled to be invoiced and recognized in future periods. RPO is associated with our digital subscriptions and multi-year print products and is impacted by various factors, including the timing of renewals and purchases, contract durations, and seasonal trends. K-12 at a Glance Segment Overview • Leading provider of information solutions in U.S. K-12, spanning Core, Intervention, and Supplemental solutions – each with distinct value propositions • Personalized and flexible integrated learning solutions to serve the complex environment of the modern classroom • Embedded technology drives unique insights from vast set of longitudinal data to improve learning outcomes and ease educator workload • Future revenue visibility driven by enterprise-wide, multi-year contracts paid upfront; long term contracts (5-8 years) • Deep core curriculum relationships create natural entry for cross-sell Widely-Recognized Brand with Unmatched Scale & Reach % Re-occurring3 % Digital Historical Revenue ($ in millions) ~550 GTM Professionals 90%+ US K-12 Districts Served 95% Brand Awareness1 $584 $791 $958 $905 $970 $884 FY2021 FY2022² FY2023 FY2024 FY2025 FY2026 57% 55% 57% 61% 62% 70% 43% 42% 43% 47% 44% 49% $1.2B RPO4 70% FY26 Re-occurring Revenue3 20
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21 Deep Relationships Driving Expansion Within Institutions 15% of K-12 customers purchase Core & Intervention solutions 20% of K-12 customers purchase Core & Supplemental solutions 83% of K-12 customers purchase Core solutions 10% of K-12 customers purchase Core, Supplemental, & Intervention solutions • Broad embedded presence in 90%+ of U.S. K-12 districts • Deep core curriculum relationships create natural entry for cross-sell • Proven ability to layer in Supplemental and Intervention solutions • Long-term contracts (5 – 8 years) support multi- year expansion strategies • Scale of salesforce and local presence supports district-by-district execution Large Cross-Sell Runway Within Installed Base (% of K-12 Customers, FY2025) Core Supplemental Intervention 38% 7% 8% 20% 15% 10% 2% Note: All metrics are for the fiscal year ended March 31, 2025.
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22 Top 3 States Key Subject and Grade Adoptions FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 FY2027E FY2028E FY2029E Known Core Purchasing Schedules Drives Strong Predictability K-12 Core Market Size • Varying core purchasing cycles across states predictably informs market opportunity and sales annually • Historical average capture rate in large states such as CA, FL, and TX of 25 – 30% • Improving capture rate reflects impact of recent upgrades to our solution suite and GTM • Outsized FY2025 market opportunity and industry leading capture rates of >30% Predictable Purchasing Schedules Strong Alignment with Core Subject Pipeline, Well-Positioned to Capitalize on Upcoming Opportunities Source: Internal company data. The data shown in this image reflects McGraw Hill's best estimates and projections for the K -12 Core Market and has been prepared by McGraw Hill using internal assumptions, estimates and data. Estimated and projected state and subject adoptions are subject to change. Top 3 States (CA, FL, TX) All Other States • TX ELA (K-8) • CA Science (yr1) • TX ELA (K-9- 12) • CA Science (yr2) • FL ELA • CA Science (yr3) • FL Math • FL ELA (yr2) • CA Science (yr4) • FL Social Studies • CA Science (yr5) • TX Science • FL Science • FL SS (yr2) • FL Science (yr2) • FL ELA (yr0) • CA Math (yr0) • TX Math (yr1) • FL ELA (yr1) • CA Math (yr1) • TX Math (yr2) • FL Math (yr1) • CA Math (yr2) • CA ELA (yr1) • TX Math (yr3) • FL Math (yr2) • FL SS (yr1) • CA Math (yr3) • CA ELA (yr2)
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Higher Education Business Overview
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24 Note: All metrics are for the fiscal year ended March 31, 2025, unless stated otherwise. (1) Source: Survey by Morning Consult that we commissioned in the fiscal year ended March 31, 2025. Across U.S. higher education students, faculty and administrators. Brand Awareness reflects aided brand awareness, which measures recognition for a provided list. (2) Results for FY2022 represent the sum of the reported results of the predecessor entity, prior to giving effect to the acquisition by Platinum, for the period from April 1, 2021 through July 31, 2021 and the successor entity for the period from August 1, 2021 through March 31, 2022, which are not considered to be prepared in accordance with GAAP and do not include pro forma adjustments that would otherwise be included in a pro forma presentation prepared in accordance with Regulation S-X. Such results also do not include any financial results of Achieve3000 prior to the date of its acquisition on November 1, 2021. (3) Re-occurring Revenue includes revenue from offerings that are generally sold as digital subscriptions and multi-year print products. Revenue from digital subscriptions, which are paid for at the time of sale or shortly thereafter, is recognized ratably over the term of the subscription period as the performance obligation is satisfied. For multi-year print products (e.g., workbooks), which are paid for at the beginning of the contractperiod, each academic year within the contract period, represents a distinct performance obligation. Revenue is recognized upon delivery to the customer for each respective academic year. (4) Annual Net Dollar Retention ("NDR") is a key operating metric used to evaluate digital subscription revenue growth within our existing customer base. NDR is calculated by dividing (a) the digital subscription amounts invoiced to existing customers during the year, inclusive of changes in enrollment, price changes, and attrition by (b) the digital subscription amounts invoiced to such customers for the comparable prior year. Higher Education at a Glance Segment Overview • Leading provider of information solutions with high-quality products, GTM scale, and deep customer relationships • Innovative solutions that offer data-driven personalized learning experiences • Evergreen delivery model, transforming the industry’s edition and purchasing cycle • Leveraging AI to drive innovation, empowering instructors and engaging students • Strategic expansion in adjacencies Brand and Market Leadership % Re-occurring3 % Digital Historical Revenue ($ in millions) 82% U.S. Higher Education Institutions Served 95% Brand Awareness¹ ~500 GTM Professionals 114% FY26 NDR4 84% FY26 Re-occurring Revenue3 91% FY26 Digital Revenue $649 $664 $654 $702 $783 $879 FY2021 FY2022² FY2023 FY2024 FY2025 FY2026 78% 79% 81% 83% 85% 84% 81% 83% 86% 90% 92% 91% 24
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25 (1) Refers to the net revenue share from the top six providers as reported by Management Practice Inc (MPI) in the U.S. Highe r Education Market. (2 ) Estimates based on information from a third- party study commissioned by the Company. As of the 2024 – 2025 academic year. Refers to U.S. Higher Education. (3) Includes Cengage, Macmillan, Oxford University Press, Pearson and Wi ley. Outpacing the Market with Runway for Continued Growth 25 Sell-Through Inclusive Access models are boosting sell-through rates, reducing gray market impact, and expanding transacted market Pricing Enrollment U.S. MPI Higher Ed Market Share Trend 2015 – May 20261 U.S. Higher Ed TAM2 Higher Ed TAM Growth Drivers $12B K-12 Prof. Intl. GenAI New technologies will expand TAM by unlocking new use cases and ways to enhance teaching and learning All Others3 ~20% ~30% ~80% ~70% 2015 2020 LTM May 2026
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26 Inclusive Access Momentum… Releases digital product updates directly into pre-built instructor courses Replaces the cycle of textbook editions Provides access to the most up-to-date content Reduces instructor course preparation time Enables our sales team to focus on takeaways $106 $398 Inclusive Access Net Sales ($M) ~30% CAGR with strong retention and expansion among professors >3x FY2020 FY2025 …Paired with Innovative Solutions
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27 Note: Each bubble represents a team or function involved in the launch of Evergreen. Behind Evergreen: Scale, Coordination, and Execution Standing up Evergreen took full enterprise coordination – the kind of scale, alignment, and execution that’s nearly impossible to replicate 1 BEST Systems & Data Quality Create Sales Training Permissions Inventory Program Management Customer Experience Group eCommerce (CoE) Channel Production Contracts Vendors Marketing UX/UI Authors Accounting Archives Portfolio Open Learning Solutions Sales Customer Success Legal Royalties International Engineering Product Development Platform Finance Accessibility Global Technology Services Digital Enterprise Solutions Data & Analytics
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Global Professional Business Overview
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29 Source: Internal company data Note: All metrics are for the fiscal year ended March 31, 2025, unless stated otherwise. (1) Based on a third-party research we commissioned in the fiscal year ended March 31, 2025. Across medical school students, faculty and administrators. (2) Results for FY2022 represent the sum of the reported results of the predecessor entity, prior to giving effect to the acquisition by Platinum, for the period from April 1, 2021 through July 31, 2021 and the successor entity for the period from August 1, 2021 through March 31, 2022, which are not considered to be prepared in accordance with GAAP and do not include pro forma adjustments that would otherwise be included in a pro forma presentation prepared in accordance with Regulation S-X. (3) During FY2023, the Company shifted away from certain print products, re-focusing on higher margin digital offerings. (4) Re-occurring Revenue includes revenue from offerings that are generally sold as digital subscriptions and multi-year print products. Revenue from digital subscriptions, which are paid for at the time of sale or shortly thereafter, is recognized ratably over the term of the subscription period as the performance obligation is satisfied. For multi-year print products (e.g., workbooks), which are paid for at the beginning of the contract period, each academic year within the contract period, represents a distinct performance obligation. Revenue is recognized upon delivery to the customer for each respective academic year. (5) Annual Net Dollar Retention ("NDR") is a key operating metric used to evaluate digital subscription revenue growth within our existing customer base. NDR is calculated by dividing (a) the digital subscription amounts invoiced to existing customers during the year, inclusive of changes in enrollment, price changes, and attrition by (b) the digital subscription amounts invoiced to such customers for the comparable prior year. Global Professional at a Glance Segment Overview • Global provider of trusted, high-stakes medical and engineering learning solutions • Subscription-based solutions serving students, professionals, and institutions • Digital solutions integrated with highly functional workflow tools and simulation-based interactive learning experiences • Leading presence in highly specialized medical fields like surgery, pediatrics, and anesthesiology Widely-Recognized Brand % Re-occurring4 % Digital Historical Revenue ($ in millions) 95% Brand Awareness1 94% U.S. Medical Schools Served 101% FY2026 NDR5 $80 $83 $86 $97 $103 $107 $142 $148 $148 $153 $150 $150 FY2021 FY2022² FY2023³ FY2024 FY2025 FY2026 Digital Revenue 45% 47% 51% 57% 64% 66% 56% 56% 58% 63% 69% 71% 6% Digital Revenue CAGR FY21–FY26 29
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30 Other Key Global Professional Solutions Global Professional Flagship Solutions We are a highly trusted source of information in “high consequence” professions Authoritative and dynamic online resource that contains well written, high-quality educational material covering all major scientific disciplines Full Suite of Access Medicine Products Anesthesiology Advanced Practice Nursing Cardiology Dermatology Emergency Medicine HemOnc Spanish Language – Medicina Neurology ObGyn Pediatrics Pharmacy Physiotherapy Surgery WorldMed Case Files Collection F.A. Davis AT and PT Collections JAMAevidence OMMBID Comprehensive online medical information resource, featuring content from ~145 medical titles, self-assessment tools, and mobile device compatibility Expands leadership in medical learning resources through on- demand video libraries and comprehensive online resources for medical students Best-selling brand used by medical students and integrated with Boards & Beyond, providing high yield summaries for topic mastery, retention, and exam prep World renowned, interdisciplinary engineering content integrated into a reference and teaching solution with analytical teaching and learning tools
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International Business Overview
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32 Note: All metrics are for the fiscal year ended March 31, 2025. Total revenue shown on a constant currency basis. (1) Reflects constant currency basis. (2) Results for FY2022 represent the sum of the reported results of the predecessor entity, prior to giving effect to the acquisition by Platinum, for the period from April 1, 2021 through July 31, 2021 and the successor entity for the period from August 1, 2021 through March 31, 2022, which are not considered to be prepared in accordance with GAAP and do not include pro forma adjustments that would otherwise be included in a pro forma presentation prepared in accordance with Regulation S-X. Such results also do not include any financial results of Achieve3000 prior to the date of its acquisition on November 1, 2021. (3) Re-occurring Revenue includes revenue from offerings that are generally sold as digital subscriptions and multi- year print products. Revenue from digital subscriptions, which are paid for at the time of sale or shortly thereafter, is recognized ratably over the term of the subscription period as the performance obligation is satisfied. For multi-year print products (e.g., workbooks), which are paid for at the beginning of the contract period, each academic year within the contract period, represents a distinct performance obligation. Revenue is recognized upon delivery to the customer for each respective academic year. International at a Glance Segment Overview • McGraw Hill International sells products and solutions in Higher Ed and K-12 markets globally • Products typically originate from offerings produced in the U.S. market, and are frequently translated and adapted to local markets, along with original local content • Segment recently reached an inflection point where digital sales now account for over 50% of total revenue and will more than offset secular non-digital declines McGraw Hill’s International Segment Has a Truly Global Scale % Re-occurring1,3 % Digital1 Historical Revenue ($ in millions) >80 Languages Providing Localized Solutions >100 Countries Served ~360 International GTM Professionals Market Leading Brand with Global Reach $169 $186 $188 $200 $201 $187 $(4) $(7) $2 $1 $4 $3 $165 $180 $190 $201 $205 $189 FY2021 FY2022² FY2023 FY2024 FY2025 FY2026 Impact of FX Reported 31% 39% 39% 44% 46% 47% 40% 45% 43% 49% 51% 52% 32
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Financial Overview
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34 Note: All metrics are for the fiscal quarter ended March 31, 2026. Company fiscal year end is March 31st. (1) See slide 47 for Re-occurring Revenue and RPO definition. (2) See slide 45 for Gross Profit Margin Reconciliation. (3) See slide 46 for Adj. EBITDA and Adj. EBITDA Margin Reconciliation and slide 48 for definition of Adj. EBITDA and Adj. EBITDA Margin. $1.5B Re-occurring Revenue1 +5.8% Y/Y $1.4B Digital Revenue +5.5% Y/Y 80.9% Gross Profit Margin2 +100 bps Y/Y $1.7B RPO1 Providing Forward Visibility $744M Adj. EBITDA3 35.4% Adj. EBITDA Margin3 +80 bps Y/Y $2.1B Revenue +0.1% Y/Y • FY26 results exceeded guidance • Market share gains and strong business momentum • Digital and re-occurring revenue growth • Proprietary data and integrated AI solutions scaling to millions of learners • Strong operating leverage and margin expansion amid ongoing reinvestment FY-2026 Highlights
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35 $927 $ 1,053 $ 1,147 $ 1,255 $ 1,359 $ 1,434 FY2021 FY2022² FY2023 FY2024 FY2025 FY2026 $953 $1,102 $1,223 $1,315 $1,457 $1,541 FY2021 FY2022² FY2023 FY2024 FY2025 FY2026 $ 1,545 $ 1,790 $ 1,948 $ 1,960 $ 2,101 $ 2,103 FY2021 FY2022² FY2023 FY2024 FY2025 FY2026 $ in millions | FYE 3/31 Attractive Growth Profile Driven by Digital Mix Shift Total Revenue Digital Revenue ~9% FY21 – FY25 CAGR ~6% FY21 – FY26 CAGR Re-occurring Revenue1 ~10% FY21 – FY26 CAGR (1) See slide 47 for Re-occurring Revenue definition. (2) Results for FY2022 represent the sum of the reported results of the predecessor entity, prior to giving effect to the acqui sition by Platinum, for the period from April 1, 2021 through July 31, 2021 and the successor entity for the period from August 1, 2021 through March 31, 2022, which are not considered to be prepa red in accordance with GAAP and do not include pro forma adjustments that would otherwise be included in a pro forma presentation prepared in accordance with Regulation S -X. Such results also do not include any financial results of Achieve 3000 prior to the date of its acquisition on November 1, 2021.
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36 % Re-occurring2 % Digital 57% 55% 57% 61% 62% 70% 43% 42% 43% 47% 44% 49% 78% 79% 81% 83% 85% 84% 81% 83% 86% 90% 92% 91% $584 $791 $958 $905 $970 $884 FY2021 FY2022¹ FY2023 FY2024 FY2025 FY2026 $ in millions | FYE 3/31 Revenue by Segment Note: Total revenue shown on a constant currency basis. (1) Results for FY2022 represent the sum of the reported results of the predecessor entity, prior to giving effect to the acquis ition by Platinum, for the period from April 1, 2021 through July 31, 2021 and the successor entity for the period from August 1, 2021 through March 31, 2022, which are not considered to be prepared in accordance with GAAP and do not include pro forma adjustments that would otherwise be included in a pro forma presentation prepared in accordance with Regulation S -X. Such results also do not include any financial results of Achieve3000 prior to the date of its acquisition on November 1, 2021. (2) See slide 47 for Re-occurring Revenue definition. (3) Reflects constant currency basis. K-12 Higher Education $649 $664 $654 $702 $783 $879 FY2021 FY2022¹ FY2023 FY2024 FY2025 FY2026 $142 $148 $148 $153 $150 $150 FY2021 FY2022¹ FY2023 FY2024 FY2025 FY2026 Global Professional $169 $186 $188 $200 $201 $187 $(4) $(7) $2 $1 $4 $3 $165 $180 $190 $201 $205 $189 FY2021 FY2022¹ FY2023 FY2024 FY2025 FY2026 International % Re-occurring2 % Digital 45% 47% 51% 57% 64% 66% 56% 56% 58% 63% 69% 71% 31%3 39%3 39%3 44%3 46%3 47%3 40%3 45%3 43%3 49%3 51%3 52%3 Impact of FX Reported
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37 % Adj EBITDA Margin2 $634 $618 $657 $727 $744 FY2022³ FY2023 FY2024 FY2025 FY2026 $1,397 $1,483 $1,540 $1,679 $1,702 FY2022³ FY2023 FY2024 FY2025 FY2026 (1) See slide 45 for Gross Profit and Gross Margin Reconciliation. Gross profit is revenue less cost of sales (excluding Depr eciation and Amortization). (2) See slide 46 for Adj. EBITDA and Adj. EBITDA Margin Reconciliation and slide 48 for definition of Adj. EBITDA and Adj. EBITDA Margin. (3) Results for FY2022 represent the sum of the reported results of the predecessor entity, prior to giving effect to the acquis ition by Platinum, for the period from April 1, 2021 through July 31, 2021 and the successor entity for the period from August 1, 2021 through March 31, 2022, which are not considered to be prepa red in accordance with GAAP and do not include pro forma adjustments that would otherwise be included in a pro forma presentation prepared in accordance with Regulation S -X. Such results also do not include any financial results of Achieve 3000 prior to the date of its acquisition on November 1, 2021. $ in millions | FYE 3/31 Premium Margin Profile Adj. EBITDA2Gross Profit¹ • Expanding margin profile driven by scale and efficient operations • Continued digital mix expansion provides structural gross margin benefits • Strong operating leverage supports sustained margin expansion while continued RPO investment fuels product innovation % Digital Revenue % Gross Profit Margin1 78% 76% 79% 80% 81% 59% 59% 64% 65% 68% 35% 32% 33% 35% 35%
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38 (1) Results for FY2022 represent the sum of the reported results of the predecessor entity, prior to giving effect to the acquis ition by Platinum, for the period from April 1, 2021 through July 31, 2021 and the successor entity for the period from August 1, 2021 through March 31, 2022, which are not considered to be prepared in accordance with GAAP and do not include pro forma adjustments that would otherwise be included in a pro forma presentation prepared in accordance with Regulation S -X. Such results also do not include any financial results of Achieve3000 prior to the date of its acquisition on November 1, 2021. $ in millions Key Cash Flow Items Fiscal Year Year Ended March 31, 20221 2023 2024 2025 2026 Net Cash Flow from Operating Activities $206 $257 $236 $646 $331 Cash Paid for Interest Expense 180 258 333 275 $208 Capital Expenditures $(31) $(70) $(82) $(71) $(85) Product Development Expenditures (70) (71) (75) (90) (119) Total Capitalized Expenditures $(101) $(141) $(157) $(161) $(204) % of Revenue 6% 7% 8% 8% 10% • Highly cash generative business • Academic purchasing cycles and upfront cash collections drive cash flow timing • Favorable working capital dynamics • Upfront cash collection across both annual and multi-year contracts provides a favorable working capital profile • Disciplined investment in growth • Capital expenditures support technology infrastructure, driving scalability • Product development expenditure drives long-term content innovation and digital offering expansion
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39 Balance Sheet & Liquidity $ in millions (1) Results for FY2022 represent the sum of the reported results of the predecessor entity, prior to giving effect to the acquis ition by Platinum, for the period from April 1, 2021 through July 31, 2021 and the successor entity for the period from August 1, 2021 through March 31, 2022, which are not considered to be prepared in accordance with GAAP and do not include pro forma adjustments that would otherwise be included in a pro forma presentation prepared in accordance with Regulation S -X. Such results also do not include any financial results of Achieve3000 prior to the date of its acquisition on November 1, 2021. (2) Debt figures exclude leases, unamortized debt discount, and unamortized deferred financing costs. (3) See slide 46 for Adj. EBITDA and Adj. EBITDA Margin Reconciliation. As of March 31, 20221 As of March 31, 2023 As of March 31, 2024 As of March 31, 2025 As of March 31, 2026 Cash and Cash Equivalents $296 $181 $204 $390 $254 Total Debt2 $3,732 $3,611 $3,539 $3,278 $2,632 Net Debt $3,436 $3,430 $3,335 $2,888 $2,379 Adjusted EBITDA3 $634 $618 $657 $727 $744 Net Debt / Adjusted EBITDA 5.4x 5.5x 5.1x 4.0x 3.2x $ 3,436 $ 3,430 $ 3,335 $ 2,888 $ 2,3795.4x 5.5x 5.1x 4.0x 3.2x Net Debt Net Debt / Adjusted EBITDA
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40 Medium-Long Range Framework FY2023A FY2024A FY2025A FY2026A Medium-Long Term Targets Revenue Growth 8.8% 0.7% 7.2% 0.1% 5%+ Re-occurring Revenue (% of Total Revenue) 62.8% 67.1% 69.3% 73.0% 75%+ Digital Revenue (% of Total Revenue) 58.9% 64.0% 64.7% 68.0% 75%+ Gross Margin1 76.1% 78.6% 79.9% 80.9% 82%+ Adjusted EBITDA Margin2 31.7% 33.5% 34.6% 35.4% 37%+ Net Debt / Adjusted EBITDA3 5.5x 5.1x 4.0x 3.2x 2.0x – 2.5x Note: FY with ‘A’ denotes Actuals. These medium- to long-term targets are for illustrative purposes only and should not be read as a guarantee of future performanc e or results. There can be no assurance when (if at all) such performance or results will be achieved. These forward looking medium - to long-term targets are not projections, estimates or guarantees of actual growth or enhanced unit economics. They are targets and are forward-looking, are subject to significant business, economic and competitive uncertainties, risks and contingencies, many of w hich are beyond the control of the Company and its management, and are based on assumptions with respect to future decisions, which are subject to change. Actual results may vary, and these variations may be material. For a discussion of some of these important factors that could cause these variations, please consult the “Risk Factors” section of the 10 -K. (1) See slide 45 for Gross Margin Reconciliation. Gross profi t is revenue less cost of sales (excluding Depreciation and Amortization). (2) See slide 46 for Adj. EBITDA Margin Reconciliation. (3) Net Debt is defined as Gross Debt, net of cash and cash equivalents. Gross Debt is defined as the total amount of principal borrowings outstanding.
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People
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42 Experienced Management Team With more than 100 years of combined education industry experience, our senior leadership team brings extensive knowledge of education ecosystems around the world along with expertise in digital product engineering, AI and data science Bob Sallmann Executive Vice President and Chief Financial Officer Michael Ryan President, Higher Education David Cortese Executive Vice President and Chief Digital Information OfficerAnthony Lorin President, International David Stafford Executive Vice President, General Counsel and SecretaryCathy McManus Chief Communications Officer Tracey Tiska Executive Vice President and Chief Human Resources OfficerScott Grillo President, Global Professional Jana Thompson Interim President, K-12 Philip Moyer President and Chief Executive Officer
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43 Empowering Learners, Educators and Institutions to Unlock Their Potential at Every Stage of the Learning Journey Trusted, Market-Leading Global Brand with Deep Expertise in Learning Science01 Leveraging Data Science, Machine Learning, and GenAI to Drive Innovation and Improve Outcomes04 Agile Content Model Supported by High-Quality, Proprietary Digital Content03 Leading Suite of Digital Solutions Across the Entire Learning Continuum02 Extensive Global Go-to-Market Reach05 Mission-Driven Culture and Leadership Team with Track Record of Success08 Highly Profitable Business Model with a Strong Cash Flow Profile 07 Institutional Sales Model with Long-Standing Customer Relationships Built Over Decades06
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44 Appendix
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45 (1) Due to the inherent subjectivity in the classification of costs between cost of sales and operating and administrative ex pense across our industry, we do not focus on gross profit or gross margin as key operating metrics for our business. (2) Results for FY2022 represent the sum of the reported results of the predecessor entity, prior to giving effect to the acquisition by Platinum, for the period from April 1, 2021 through July 31, 2021 and the successor entity for the period from August 1, 2021 through March 31, 2022, which are not considered to be prepared in accordanc e with GAAP and do not include pro forma adjustments that would otherwise be included in a pro forma presentation prepared in accordance with Regulation S -X. Such results also do not include any financial results of A chieve3000 prior to the date of its acquisition on November 1, 2021. $ in millions Gross Profit and Gross Margin Reconciliation1 Fiscal Year Year Ended March 31, 20222 2023 2024 2025 2026 Revenue $1,790 $1,948 $1,960 $2,101 $2,103 (-) Cost of Sales (excludes Depreciation and Amortization) (394) (465) (420) (422) (401) Gross Profit $1,397 $1,483 $1,540 $1,679 $1,702 Gross Margin 78.0% 76.1% 78.6% 79.9% 80.9%
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46 Note: Amounts may not sum due to rounding. (1) Results for FY2022 represent the sum of the reported results of the predecessor e ntity, prior to giving effect to the acquisition by Platinum, for the period from April 1, 2021 through July 31, 2021 and the successor entity for the period from August 1, 2021 through March 31, 2022, which are not considered to be prepared in ac cordance with GAAP and do not include pro forma adjustments that would otherwise be included in a pro forma presentation prepared in accordance with Regulation S -X. Such results also do not include any financial results of Achieve3000 prior to the date of its acquisition on November 1, 2021. $ in millions Adjusted EBITDA Reconciliation Fiscal Year Year Ended March 31, 20221 2023 2024 2025 2026 Net Income (Loss) $(619) $(404) $(193) $(86) $35 Interest Expense (Income), Net 217 278 326 293 207 Income Tax Provision (benefit) (20) (50) 25 96 8 Depreciation, Amortization and Product Development Amortization 303 372 366 362 362 EBITDA $(120) $196 $525 $666 $613 Restructuring and Cost Savings Implementation Charges 12 21 33 25 11 Purchase Accounting 25 47 18 – – Sponsor Fees 8 10 10 10 3 Impairment Charge 405 312 50 – 39 Transaction and Integration Costs 89 7 8 3 1 Stock-based Compensation – – – – 34 (Gain) Loss on Extinguishment of Debt 76 (5) (3) 3 26 Other 141 31 17 20 17 Adj. EBITDA $634 $618 $657 $727 $744 Total Revenue 1,790 1,948 1,960 2,101 $2,103 Net Income (Loss) Margin (34.6)% (20.7)% (9.8)% (4.1)% 1.7% Adj. EBITDA Margin 35.4% 31.7% 33.5% 34.6% 35.4%
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47 Terms: Re-occurring Revenue, Transactional Revenue and RPO Re-occurring Revenue includes revenue from offerings that are generally sold as digital subscriptions and multi-year print products. Revenue from digital subscriptions, which are paid for at the time of sale or shortly thereafter, is recognized ratably over the term of the subscription period as the performance obligation is satisfied. For multi-year print products (e.g., workbooks), which are paid for at the beginning of the contract period, each academic year within the contract period, represents a distinct performance obligation. Revenue is recognized upon delivery to the customer for each respective academic year. Re- occurring Revenue serves as a key operating metric used by management as it offers valuable insight into the subscription-based nature of our business. Transactional Revenue includes revenue from both print and digital offerings. Revenue from print offerings is recognized at the point of shipment and revenue from digital offerings are recognized at the time of delivery. In addition, revenues for amounts billed to customers in a sales transaction for shipping and handling are included in Transactional Revenue. Remaining Performance Obligation (“RPO”) represent the total contracted future revenue that has not yet been recognized. RPO is associated with our digital subscriptions and multi-year print products and is impacted by various factors, including the timing of renewals and purchases, contract durations, and seasonal trends. Given these influencing factors, RPO should be evaluated alongside Re-occurring Revenue and other financial metrics disclosed within this presentation. RPO serves as a key operating metric used by management as it offers visibility into future revenue and facilitates the assessment of long-term growth sustainability. While we believe that the above key operating metrics provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management, it is important to note that other companies, including companies in our industry, may not use these metrics, may calculate them differently, may have different frequencies or may use other financial measures to evaluate their performance, all of which could reduce the usefulness of Re-occurring Revenue, Transactional Revenue or RPO as a comparative measure.
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48 Terms: EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are presented because our management uses them to assess our performance. We believe they reflect the underlying trends and indicators of our business and allow management to focus on the most meaningful indicators of our continuous operational performance. EBITDA is defined as net income (loss) from continuing operations plus interest expense (income), net, income tax provision (benefit), depreciation and amortization. Adjusted EBITDA is defined as net income (loss) from continuing operations plus interest expense (income), net, income tax provision (benefit), depreciation and amortization, restructuring and cost savings implementation charges, the effects of the application of purchase accounting, advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which was terminated on July 25, 2025 in connection with the consummation of our initial public offering), impairment charges, transaction and integration costs, stock-based compensation, (gain) loss on extinguishment of debt and the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations. Further, although not included in the calculation of Adjusted EBITDA, we may at times add estimated cost savings and operating synergies related to operational changes ranging from acquisitions or dispositions to restructurings and exclude one-time transition expenditures that we anticipate we will need to incur to realize cost savings before such savings have occurred. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by total revenue. Each of the above measures is not a recognized term under GAAP and does not purport to be an alternative to net income (loss), or any other measure derived in accordance with GAAP as a measure of operating performance, or to cash flows from operations as a measure of liquidity. Such measures are presented for supplemental information purposes only, have limitations as analytical tools, and should not be considered in isolation or as substitute measures for our results as reported under GAAP. Management uses non-GAAP financial measures to supplement GAAP results to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. Because not all companies use identical calculations, our measures may not be comparable to other similarly titled measures of other companies, and our use of these measures varies from others in our industry. Such measures are not intended to be a measure of cash available for management’s discretionary use, as they may not capture actual cash obligations associated with interest payments, taxes and debt service requirements.
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49 Investor Relations Contacts Investor.Relations@mheducation.com Danielle Kloeblen Senior Vice President, Investor Relations & Treasurer Zack Ajzenman Senior Director, Finance & Investor Relations Lizzie Kenter Senior Manager, Finance & Investor Relations 49