5. Strong digital growth was more than offset by a smaller
front‐list and distributor destocking
Despite destocking, back‐list net sales grew 4.1% Y/Y in 2016,
as digital demand outpaced the print decline
Direct‐to‐student e‐commerce net sales grew 22.9% Y/Y in
2016, representing 20%+ of total Higher Ed Billings
Sales continued to shift from Q4‐16 to Q1‐17 as direct‐to‐
student purchases are increasingly made closer to the start
of the semester
Expect Higher Ed to stabilize in 2017 due to following:
̶ Larger front‐list
̶ Abatement of channel destocking driven by anticipated
lower actual returns from distributors– returns
favorability continuing into early Q1
5
Fiscal Year Ended December 31, 2016
McGraw‐Hill Higher Education 2016 Results
Industry in transition; meaningful opportunity to grow digital and still monetize print
Company Performance
Billings (net of accrued returns) $736M (‐10.8%)
% Digital Billings 56% (+1,100bps)
Direct‐to‐Student Net Sales $172M (+22.9%)
*Total Net Sales (net of actual returns) $713M (‐9.5%)
Back‐list Sales (net of actual returns) $415M (+4.1%)
Front‐list Sales (net of actual returns) $298M (‐23.4%)
Market Performance / Share1
Market Share (actual returns basis) 21.3% (+54bps)
Industry Net Sales (actual returns) ‐13.8%
MHE Actual Returns Change (‘16 vs.‘15) ‐$40M (‐14.4%)
Industry Actual Returns Change ‐$128M (‐9.2%)
Key Indicators
Connect/LearnSmart Paid Activations 3.3M (+11%)
ALEKS Unique Users 1.3M (+19%)
*Primary difference between Billings and net sales (industry market share measure)
is the accrual of returns
1Management Practice, Inc. (MPI)
Higher Education
6. K‐12 billings lower in 2016 due to a cyclically smaller new
adoption market vs. 2015 and softer open territory performance
Outsized performance in California English Language Arts (ELA)
driven by innovative program offering
̶ MHE K‐6 Reading Wonders program offers an integrated
English Language Learners’ platform and customized
reporting for teachers and a digital partnership with
multimedia lessons for grades 6‐8
Larger new adoption market anticipated in 2017‐2019 with key
purchases in California, Florida and Texas
̶ Well positioned for new adoptions in 2017, including
remaining 2/3 of California ELA purchases (2017‐2018),
but a tough comp vs. 2016
Open territory sales were down slightly in 2016 driven by losses
in a small number of key urban districts; modifications made to
drive improvement in 2017
6
Fiscal Year Ended December 31, 2016
McGraw‐Hill K‐12 2016 Results
Strong K‐12 new adoption performance precedes robust market opportunity
Company Performance
Billings (net of accrued returns) $758M (‐4.9%)
% Digital Billings 34% (‐300bps)
Market Performance / Share1
Market Share (actual returns basis) 24.6% (+97bps)
Adoption Market Share ~30%
Open Territory Market Share ~20%
Industry Net Sales (actual returns) ‐9.2%
MHE California New Adoption Market Share Performance
K‐8 ELA ~57%
K‐5 ELA ~70%
6‐8 ELA ~37%
Key Indicators
ConnectEd Unique Users 7.1M (+38%)
ALEKS Unique Users 2.0M (+27%)
*Primary difference between billings and net sales (industry market share measure)
is the accrual of returns
1 As per Monthly AAP data
‐ Cohort of publishers for monthly AAP data differs from that of annual AAP data
‐ Monthly data reflects net sales on an actual returns basis submitted by 6‐7 publishers
‐ Annual data reflects net sales on an actual returns basis submitted by 5 publishers
K‐12
7. International
Digital transition continued with a focus on localized digital
offerings, multi‐year, recurring revenue UAE contract and the
launch of new digital product pilots
Digital nearing 20% of total Billings vs. 11% in 2015
Recently launched two new products: Connect2 and ELLevate
English – these products are global and will be introduced in
the U.S.
Professional
Business continued to evolve from a traditional provider of
print products to digital subscription solutions
Growth of the Access subscription platform coupled with a
strong renewal rate continued to drive digital growth
Digital exceeded 50% of total Billings vs. 47% in 2015
7
McGraw‐Hill International & Professional 2016 Results
Strong digital performance with growth opportunities ahead
Company Performance ‐ International
International Billings (constant fx) $303M (‐1.6%)
International Digital Billings $49M (+42.4%)
International Digital Billings % 17% (+600bps)
Key Indicators ‐ International
Connect/LearnSmart Paid Activations 275K (+7%)
ALEKS Unique Users 112K (+66%)
Company Performance ‐ Professional
Professional Billings $122M (0.8%)
Professional Digital Billings $64M (+9.9%)
Professional Digital Billings % 52% (+500bps)
Key Indicators ‐ Professional
Access Platform Billings $50M (+17.3%)
Access Platform Renewal Rate 93%
Fiscal Year Ended December 31, 2016
NEW PRODUCTS IN THE INTERNATIONAL MARKET
Connect2: Pre‐built all‐digital course framework attractive to
the localization and customization needs found within
international markets
ELLevate English: Global, digital‐first six level English Language
Learners’ course for grades 7‐12 leveraging MHE’s open
learning platform
International & Professional
8. 8
McGraw‐Hill 2017 Preliminary Outlook
Improving conditions in Higher Ed; well positioned for key adoptions in K‐12
Key Front‐List Titles – 2018 Copyrights (sold in 2017)
Higher Ed: Improving conditions anticipated for MHE in 2017
Expect Higher Ed Billings to stabilize in 2017 (vs. 2016) due to abatement of
channel destocking and a larger MHE front‐list
Actual returns favorable YTD March 15
th
: down mid‐teens % Y/Y
Strong e‐commerce sales in early 2017 demonstrate continued progress in
digital transition; ($74M in e‐commerce sales, up 23% YTD March 15th)
Testing go‐to‐market strategies to maximize the print opportunity
Pre‐publication costs to increase ~$3‐5M to support launch of new front‐list
K‐12: Difficult comp vs. 2016 but well positioned for key adoptions
New adoption market to expand in the 2017‐2019 period; 2019 is the largest
year for new adoptions in the period
CA anticipated to purchase ~50% of multi‐year reading adoption in 2017
FL social studies adoption is next largest adoption in 2017, but significantly
smaller than 2017 CA ELA adoption
Pre‐publication costs to increase ~$15‐20M ahead of key new adoptions
anticipated in 2019
Key drivers of success in 2017:
Front‐list sell‐through
Destocking abatement led by a continued
decline in returns
2017 K‐12 Market Opportunities
Key drivers of success in 2017:
Maintaining CA momentum against outsized
2016 performance
Level of purchasing in Florida
MHE improvement in open territory
Higher Education
K‐12
9. 0.7 1.0
1.6 2.00.8
0.9
1.1
1.3
1.5
2.0
2.7
3.3
2013 2014 2015 2016
K‐12 Higher Ed
2.2
2.6
3.0
3.3
2013 2014 2015 2016
MAINTAINING A LEADERSHIP POSITION IN DIGITAL
ADAPTIVE LEARNING
Paid activations, unique users and engagement on MHE digital
adaptive learning products grew double‐digit rates in 2016
Adaptive products continued to penetrate classrooms and
improve outcomes
‐ 99M assignments submitted through Connect, up 12% Y/Y
‐ ~6.9B interactions (questions answered) on LearnSmart
since 2009
‐ ~5.0B interactions (questions answered) on ALEKS since
2010
McGraw‐Hill Education FY 2016 Digital Ed Tech Highlights
~12 Billion cumulative adaptive interactions
+11%
CONNECT/LEARNSMART PAID ACTIVATIONS (US HIGHER ED)
ALEKS UNIQUE USERS (GLOBAL HIGHER ED, K‐12)
+24%
9
(Millions)
CONNECTED UNIQUE USERS (K‐12)
2013‐2016 CAGR: +15%
2.2
3.5
5.2
7.1
2013 2014 2015 2016
+38%2013‐2016 CAGR: +47%
2013‐2016 CAGR: +32%
International Connect/LearnSmart Paid Activations of 275K not included in Connect/LearnSmart totals above
International ALEKS Unique Users of 112K included within total ALEKS Unique Users above
10. $67
$105
$140
$172
2013 2014 2015 2016
DIRECT‐TO‐STUDENT SALES CONTINUED TO GROW
SIGNIFICANTLY IN 2016
Higher Ed digital Billings expanded 1,100 bps Y/Y as a
percentage of total Higher Ed Billings in 2016
Direct‐to‐student e‐commerce channel was the largest
distribution channel for Higher Ed in 2016
Direct‐to‐student e‐commerce sales are predominantly stand‐
alone digital solutions
‐ Paid activations of Connect/LearnSmart are increasingly
sourced through the e‐commerce channel
‐ Business and economics disciplines comprised more than
one‐third of all net sales from this channel
‐ ALEKS sales are gaining traction particularly in science,
engineering and math disciplines
Higher Ed Billings Mix
McGraw‐Hill Education Higher Ed Digital Billings
Evolving the EdTech business model with increasing direct‐to‐student e‐commerce sales
DIGITAL VS. PRINT BILLINGS MIX %
E‐COMMERCE NET SALES
10
+23%
($ in Millions)
2013‐2016 CAGR: +37%
34% 38% 45%
56%
66% 62% 55%
44%
2013 2014 2015 2016
Digital Print (Traditional + Custom)
11. $16 $17
$292
$260
25% 31% 37% 34%
$11
$19
$35
$49
12% 21% 11% 17%
$22 $25
$58 $64
53% 61% 47% 52%
$87 $90
$375
$411
45% 52% 45% 56%
$138 $152
$765 $785
35% 42% 37% 41%
11
McGraw‐Hill Education Digital Billings Mix
Digital now 56% of Higher Ed Billings; product mix impacted K‐12 in 2016
($ in Millions)
MCGRAW‐HILL EDUCATION +3%
+10%
K‐12
(11%)
Q415 Q416 2015 2016
HIGHER ED
Q415 Q416 2015 2016
+4%
Q415 Q416 2015 2016
Q415
PROFESSIONAL
+10%
+15%
Q416 2015 2016
INTERNATIONAL
+42%
+74%
Q415 Q416 2015 2016
% of Total
Billings
% of Total
Billings
% of Total
Billings
% of Total
Billings
% of Total
Billings
Digital is now an almost $800M
business for MHE
MHE digital Billings impacted by
K‐12 change in product mix
Strong Higher Ed digital growth
adversely impacted by channel
destocking (physical access
cards) and weak front‐list
+2%
+9%
13. $(7) $(5)
$486
$421
nm nm
24% 22%
$395 $361
$2,058
$1,913
Total BillingsMHE TOTAL BILLINGS
13
($ in Millions)
Adjusted EBITDAMHE ADJUSTED EBITDA
Digital %
(9%)
29%
(13%)
Margin %
(7%)
Q415 Q416 2015 2016
Q415 Q416 2015 2016
35% 42% 37% 41%
McGraw‐Hill Education Financial Review
Year of transition in Higher Ed; better than expected K‐12 new adoption performance
BILLINGS GROWTH IMPACTED BY A GREATER THAN
EXPECTED PRINT DECLINE IN HIGHER ED
2016 MHE Billings decreased 7% Y/Y on constant FX
Billings impacted by greater than expected distributor
destocking in Higher Ed and planned smaller K‐12 new
adoption market vs. 2015
‐ A smaller Higher Ed front‐list was anticipated but the
extent and duration of destocking was not anticipated
‐ MHE realized better than expected K‐12 market share
capture in California reading /literacy
Digital Billings nearly $800M in 2016 as usage and
penetration continued to expand
‐ Paid activations, users and engagement on digital adaptive
learning platforms continued to grow double‐digit rates
ADJUSTED EBITDA IMPACTED BY LOWER BILLINGS AND
TIMING OF INVESTMENT SPEND
2016 Adjusted EBITDA predominantly impacted by lower
Billings in Higher Ed and the timing of digital investment in
advance of upcoming opportunities
Billings flow‐through to EBITDA dollars favorably impacted
by higher gross margin and benefit of previous cost savings
Constant FX (8%) $363 (7%) $1,921
Constant FX 37% $(5) (14%) $420
McGraw‐Hill Education
14. $52 $39
$295
$234
26% 23% 36% 32%
$195 $173
$825
$736
Higher Ed Financial Review
Q4 performance in‐line with expectations conveyed after Q3; digital sales shift to Q1‐17
14
($ in Millions)
Total Billings
Adjusted EBITDA
HIGHER ED TOTAL BILLINGS
HIGHER ED ADJUSTED EBITDA
Q415 Q416 2015 2016
Digital %
(11%)
(11%)
Margin %
45% 52% 45% 56%
Q415 Q416 2015 2016
DESTOCKING ABATING AS RETURNS DECLINE
Distributor destocking continued into the fourth quarter but
was partially offset by lower actual returns
Actual returns in 2016 declined 14% Y/Y vs. a 9% decline for
the industry
‐ MHE reserve accrual adjusted down 70bps to 22.7% in
2016; accrual calculation impacted by both actual returns
and change in gross sales
Digital Billings grew 4% Y/Y in the fourth quarter, in line with
expectations for this time of the year
‐ Digital purchases for the back‐ to‐school semester
continued to shift to Q1 of the following year
‐ Standalone digital sales via our direct‐to‐student
e‐commerce channel more closely align with the start of a
semester (historically, physical access cards would have
been sold to the channel in Q4)
ADJUSTED EBITDA IMPACTED BY LOWER BILLINGS
2016 Adjusted EBITDA unfavorably impacted by lower print
Billings slightly offset by digital Billings growth and reduced
incentive expense
Billings flow‐through to EBITDA dollars favorably impacted
by the higher gross margin associated with digital product
sales and benefit from previous cost savings
(24%)
(21%)
Higher Education
15. $(87) $(74)
$127 $137
nm nm
16% 18%
$66 $54
$798 $758
K‐12 Financial Review
Strong performance in new adoptions; well positioned for upcoming opportunities
15
($ in Millions)
Total Billings
Adjusted EBITDA
K‐12 TOTAL BILLINGS
K‐12 ADJUSTED EBITDA
Digital %
(5%)
(18%)
Margin %
25% 31%
37% 34%
Q415 Q416 2015 2016
Q415 Q416 2015 2016
STRONG PERFORMANCE IN CALIFORNIA ELA
Stronger than anticipated new adoption market share gains
in California reading / literacy partially offset the smaller
market and softer performance in open territory
New adoption capture exceeded normalized levels in 2016
while open territory lagged due to losses in a small number
of key urban districts
Digital Billings were lower in 2016 strictly due to product
mix; reading / literacy is less digital than math and social
studies
Q4 is a seasonally small quarter for K‐12
‐ Decline in Billings driven by an unfavorable Y/Y comp and
softer open territory performance
ADJUSTED EBITDA FAVORABLY IMPACTED BY TIMING OF
PRE‐PUBLICATION INVESTMENT
2016 EBITDA impacted by the margin flow‐through on
anticipated lower Billings offset by lower pre‐publication
investment driven by the timing and size of new adoption
opportunities
Pre‐publication investment typically incurred 12‐18 months
in advance of targeted new adoption
15%
8%
K‐12
16. $16 $18
$32 $34
40% 44% 26% 28%
$41 $41
$123 $122
$13 $12
$33
$19
14% 13% 11% 6%
$91 $92
$308 $295
International & Professional Financial Review
Digital investment and growth continued across the portfolio
16
($ in Millions)
Total BillingsTotal Billings
INTERNATIONAL TOTAL BILLINGS
INTERNATIONAL ADJUSTED EBITDA
Margin %
Q415 Q416 2015 2016
Digital %
Q415 Q416 2015 2016
12% 21% 11% 17%
PROFESSIONAL ADJUSTED EBITDA
PROFESSIONAL TOTAL BILLINGS
2016 Billings declined 2% Y/Y on constant FX as growth in
localized digital offerings was more than offset by lower print
sales
Margin adversely impacted by increase in pre‐publication
investment related to UAE agreement
Digital % 53% 61% 47% 52%
Q415 Q416 2015 2016
Margin %
Q415 Q416 2015 2016
+1%
(4%)
Constant FX 3% $94 (2%) $303
(1%)
0%
Constant FX (9%) $12 (45%) $18
+5%
+11%(9%)
(43%)
International
2016 Billings decreased 1% Y/Y as growth in digital Access
platform subscriptions was more than offset by a decline in
print and eBook sales
Margin favorably impacted by lower costs associated with
product mix and ongoing shift to digital solutions
Professional
21. Digital Product Offering Descriptions
21
Product Description Higher Education K‐12 International Professional
Access
Digital subscription platform that provides easily searchable and
customizable digital content integrated with dynamic and
functional workflow tools
ALEKS
Adaptive learning technology for the K‐12 and higher education
markets
Connect
Open learning environment for students and instructors in the
higher education market
Connect2
Collaborative teaching and learning environment for the
International Higher Education market
ConnectEd Content delivery platform for the K‐12 market
ELLevate English Six level English Language Learning (ELL) course
Engrade
Developer of an open digital platform for K‐12 education that
unifies the data, curriculum and tools to drive student achievement
and inform district educational strategy
LearnSmart
Adaptive learning program which personalizes learning and designs
targeted study paths for students
Redbird
A leading digital personalized learning company that offers courses
in K‐12 math, language arts and writing, and virtual professional
development programs for educators
SmartBook
Adaptive reading product designed to help students understand
and retain course material by guiding each student through a
highly personal study experience
24. MHE Higher Ed Front‐List / Back‐List Net Sales
24
($ in Millions)
Front‐list / Back‐list is on a net sales basis; refer to key financial terms in appendix
Twelve Months Ended December 31 Three Months Ended
2012 2013 2014 2015 2016 Dec‐2015 Dec‐2016
Digital Net Sales
Front‐list $100 $126 $132 $156 $149 $36 $34
Back‐list 137 153 194 220 263 43 51
Total Digital Net Sales $237 $278 $326 $376 $411 $79 $85
Y/Y %
Front‐list (6.0%) 25.1% 5.2% 18.2% (4.7%) (1.1%) (4.6%)
Back‐list 53.7% 11.8% 27.1% 13.4% 19.2% 2.6% 19.2%
Total Digital Net Sales 21.1% 17.4% 17.2% 15.3% 9.3% 0.9% 8.3%
Print Net Sales
Front‐list $317 $323 $291 $233 $149 $46 $30
Back‐list 205 215 233 178 152 32 34
Total Print Net Sales $523 $538 $524 $411 $302 $78 $65
Y/Y %
Front‐list (23.9%) 1.9% (9.9%) (20.0%) (35.9%) (32.2%) (34.6%)
Back‐list 0.6% 4.7% 8.5% (23.6%) (14.6%) (38.2%) 7.6%
Total Print Net Sales (15.9%) 3.0% (2.6%) (21.6%) (26.7%) (34.8%) (17.4%)
Total Net Sales
Front‐list $418 $449 $423 $389 $298 $82 $65
Back‐list 342 368 427 398 415 75 85
Total Net Sales $760 $817 $851 $787 $713 $157 $150
Y/Y %
Front‐list (20.3%) 7.5% (5.7%) (8.1%) (23.4%) (21.4%) (21.5%)
Back‐list 16.7% 7.5% 16.2% (6.8%) 4.1% (19.9%) 14.2%
Total Net Sales (7.0%) 7.5% 4.2% (7.4%) (9.5%) (20.7%) (4.5%)
25. Higher Ed Industry and MHE Higher Ed Sales Trend
25
($ in Millions)
2011 2012 2013 2014 2015 2016
Higher Ed Industry per Management Practice, Inc.
1
Higher Ed Market
Gross Sales $5,726 $5,420 $5,453 $5,465 $5,302 $4,695
Returns 1,323 1,311 1,262 1,214 1,377 1,250
Net Sales $4,403 $4,110 $4,191 $4,251 $3,925 $3,446
Y/Y %
Gross Sales n/a (5.3%) 0.6% 0.2% (3.0%) (11.4%)
Returns n/a (0.9%) (3.7%) (3.8%) 13.5% (9.2%)
Net Sales n/a (6.7%) 2.0% 1.4% (7.7%) (12.2%)
McGraw‐Hill Education Return Detail
Actual Returns $263 $276 $257 $252 $277 $237
Reserve for Returns Adjustment (3) (13) 9 16 (31) (23)
Reported Returns $260 $263 $266 $268 $246 $215
Return Accrual % 24.4% 25.8% 25.1% 24.4% 23.4% 22.7%
McGraw‐Hill Higher Education Billings Mix (%)
2
For‐profit % of Total Higher Ed Billings 18% 19% 16% 11% 10% 10%
Non‐profit % of Total Higher Ed Billings 82% 81% 84% 89% 90% 90%
Billings will not reconcile to M PI submission due to classification of revenue between K-12 and Higher Ed
(1) M PI data reflects gross and net sales on an actual returns basis and includes other adjustments, eg. advanced placement which is reported in K-12
(2) Billings mix on a net sales basis; refer to key financial terms in the appendix
Twelve Months Ended December 31
26. K‐12 Industry New Adoption Market Overview
26
2012 2013 2014 2015 2016 2017E 2018E 2019E
Largest Adoption States
Reading Reading* Science
Math Social Studies Social Studies*
Reading (K‐5) Reading (6‐12)
Math (K‐5) Math (6‐12)
Math (K‐8) Math (9‐12)
Science Social Studies
Science*
All Other Adoption States
Alabama Math Reading Social Studies Science
Arkansas Math
Math*
Reading
Idaho Science Reading Math Social Studies Reading
Indiana Reading Reading*
Math (K‐8)
Social Studies
North Carolina Math Science Social Studies Reading
New Mexico Science Math Reading Social Studies Science
Math
Social Studies (6‐12)
Math
Social Studies
Social Studies
Math
(1) Excludes new state adoptions in non‐core disciplines such as career and technical education, music, art, world languages, health, etc.
*Disciplines reflect 2nd or 3rd year of major purchasing
Purchases from AR and IN classified as open territory effective 2015
West Virginia
Mississippi
Oklahoma
Oregon
South Carolina
Tennessee
Virginia
Reading (9‐12) Reading (K‐6) Social Studies Math Science
Reading Science Math
Louisiana
New State Adoptions by Purchase Year1
California (K‐8)
Florida
Texas
Georgia
Science Reading (K‐8)
MathScienceSocial Studies
Math
Social Studies
Math* Reading Reading*
Social Studies
Reading
Social Studies
Social Studies (K‐5)Reading
Science
Science
Social StudiesScienceMathReading*ReadingSocial Studies
Reading Math (9‐12) Reading Social Studies
Social Studies Science Reading Math
Science
MathReading
Math Reading*
27. K‐12 Industry Adoption and Open Territory Market Net Sales
27
($ in Millions)
2012 2013 2014 2015 2016E 2017E 2018E 2019E
Historical Industry Net Sales Per AAP1
Projected Industry Net Sales (Mean) 2
Total Adoption Net Sales $1,311 $1,391 $1,860 $1,621 $1,296 $1,354 $1,443 $1,710
$1,175 ‐ $1,418 $1,207 ‐ $1,608 $1,400 ‐ $1,471 $1,530 ‐ $1,910
Total Open Territory Net Sales $1,423 $1,563 $1,425 $1,431 $1,474 $1,503 $1,557 $1,580
$1,450 ‐ $1,500 $1,475 ‐ $1,546 $1,500 ‐ $1,608 $1,500 ‐ $1,672
Total Adoption & Open Territory Net Sales $2,734 $2,954 $3,285 $3,052
$2,625 ‐ $2,918 $2,682 ‐ $3,154 $2,900 ‐ $3,079 $3,030 ‐ $3,582
(1) AAP total adoption and open territory net sales include front‐list and back‐list and is based on actual returns submitted by five publishers.
AAP net sales reflect US sales only and includes sales of core and non‐core disciplines, AP products, software and platforms etc.
Total adoption net saIes includes net sales from both new state adoptions and residual purchases
(2) Reflects an arithmetic average of MHE estimates with estimates from three wall street firms
(3) High and low of MHE estimates with estimates from three wall street firms
Projected Adoption & Open Territory Net Sales (Low/High) 3
*Projected industry net sales reflect an average of MHE estimates with estimates from three Wall Street firms
Projected Total Adoption Net Sales (Low/High) 3
Projected Total Open Territory Net Sales (Low/High) 3
Adoption and Open Territory Net Sales
28. K‐12 Industry and MHE K‐12 Sales Trend
28
($ in Millions) Twelve Months Ended December 31
2012 2013 2014 2015 2016*
K‐12 Industry per Association of American Publishers (AAP)
AAP U.S. Net Sales
1
Total Adoption $1,311 $1,391 $1,860 $1,621
Open Territory 1,423 1,563 1,425 1,431
Total Net Sales $2,734 $2,954 $3,285 $3,052
Y/Y %
Total Adoption n/a 6.2% 33.6% (12.8%)
Open Territory n/a 9.8% (8.8%) 0.4%
Total Net Sales n/a 8.1% 11.2% (7.1%)
McGraw‐Hill Education K‐12
McGraw‐Hill Education Billings
2
Total Adoption $320 $318 $366 $450 $411
Open Territory / Other 378 359 369 348 348
Total K‐12 Billings $698 $677 $734 $798 $758
Y/Y %
Total Adoption n/a (0.5%) 15.0% 23.0% (8.6%)
Open Territory / Other n/a (5.0%) 2.6% (5.7%) (0.1%)
Total K‐12 Billings n/a (3.0%) 8.5% 8.6% (4.9%)
MHE Adoption Participation % 96% 79% 67% 76% 87%
(1) AAP annual data reflects unrestated net sales on an actual returns basis submitted by five publishers in each respective year; data reflects US sales only and includes sales of AP products, software and platforms, etc.
AAP includes front-list and back-list net sales; annual data prior to 2015 has not been restated for the shift of AR and IN from adoption to open territory
(2) M HE Billings reflect an accrued returns basis and will not reconcile to AAP submission due to classification of revenue; Total adoption includes new adoption and residual
M HE Billings have not been restated for the shift of AR and IN in prior periods
*AAP market data to be updated upon release of the AAP annual report
29. Digital vs. Print Billings Detail
29
Figures are represented on a cash basis inclusive of actual returns but excluding purchase accounting adjustments. Accrued returns are reflected in print revenue.
($ in Millions)
Q4 Billings Detail by Component
December YTD Billings Detail by Component
2014 2015 2016 2015 2014 2015 2016 2015 2014 2015 2016 2015
Higher Ed $84 $87 $90 3.9% $142 $108 $83 (23.2%) $226 $195 $173 (11.1%)
K‐12 24 16 17 2.5% 49 50 38 (24.7%) 73 66 54 (18.0%)
International 9 11 19 74.3% 86 80 73 (9.1%) 94 91 92 0.9%
Professional 21 22 25 15.1% 19 19 16 (17.3%) 40 41 41 (0.2%)
Other 5 2 1 (52.6%) (2) (0) 0 100.0% 2 2 1 (48.3%)
Total MHE $142 $138 $152 10.1% $294 $257 $210 (18.6%) $436 $395 $361 (8.6%)
% of Total
Higher Ed 37% 45% 52% 63% 55% 48% 100% 100% 100%
K‐12 32% 25% 31% 68% 75% 69% 100% 100% 100%
International 9% 12% 21% 91% 88% 79% 100% 100% 100%
Professional 53% 53% 61% 47% 47% 39% 100% 100% 100%
Total MHE 33% 35% 42% 67% 65% 58% 100% 100% 100%
% vs % vs% vs
Q4 Digital Billings Q4 Print Billings Q4 Total Billings
2014 2015 2016 2015 2014 2015 2016 2015 2014 2015 2016 2015
Higher Ed $322 $375 $411 9.4% $516 $450 $325 (27.7%) $838 $825 $736 (10.8%)
K‐12 215 292 260 (10.9%) 520 505 498 (1.4%) 734 798 758 (4.9%)
International 31 35 49 42.4% 304 273 246 (10.1%) 336 308 295 (4.2%)
Professional 58 58 64 9.9% 69 65 58 (10.4%) 127 123 122 (0.8%)
Other 5 5 1 (74.9%) (1) (0) 1 N/M 4 5 2 (62.4%)
Total MHE $631 $765 $785 2.7% $1,408 $1,293 $1,128 (12.8%) $2,039 $2,058 $1,913 (7.0%)
% of Total
Higher Ed 38% 45% 56% 62% 55% 44% 100% 100% 100%
K‐12 29% 37% 34% 71% 63% 66% 100% 100% 100%
International 9% 11% 17% 91% 89% 83% 100% 100% 100%
Professional 46% 47% 52% 54% 53% 48% 100% 100% 100%
Total MHE 31% 37% 41% 69% 63% 59% 100% 100% 100%
% vs % vs % vs
Dec YTD Digital Billings Dec YTD Print Billings Dec YTD Total Billings
30. Free Cash Flow
30
($ in Millions)
Cash Flow Comparison 2015 2016 Y/Y $
Adjusted EBITDA 486 421 (65)
∆ in Accounts Receivable 12 (4) (16) ‐ lower Q4 billings offset by timing of K‐12 collections
∆ in Inventories (14) (27) (13) ‐ inventory build in advance of K‐12 CA ELA opportunity
∆ in Prepaid & Other Current Assets
1
(48) (16) 32 ‐ royalty reclassification in 15 accounts for ‐$24mm
∆ in Accounts Payable and Accrued Expenses (22) (62) (40) ‐ royalty reclassification in 15 accounts for +$24mm, lower incentives in 16
∆ in Other Current Liabilities (3) (25) (23) ‐ $17mm accrued interest decline in 16 driven by payment timing
Adjusted EBITDA less ∆ in Working Capital Accounts 411 287 (124)
Pre‐publication Investment
(*)
99 90 (9) ‐ timing related spend with Int'l higher & K‐12 lower; see below
Restructuring and Cost Savings Implementation Charges
(*)
(25) (17) 8 ‐ lower severance payments
Sponsor Fees
(*)
(4) (4) 0
Cash Interest (170) (170) 1 ‐ Refinancing offset by shift to monthly interest payments
Net (loss) from Discontinued Operations (net of non cash adjustment) (34) (2) 32 ‐ CTB divestiture in 2015
Inventory Obsolescence 25 20 (6)
∆ in Operating Assets and Liabilities
1
(6) (12) (7)
Other 11 6 (5)
Cash (used for) provided by operating activities 308 198 (110)
2015 2016 Y/Y $
Higher Education 30 30 (0)
Adjusted EBITDA less ∆ in Working Capital Accounts per above 411 287 (124) School 53 35 (18)
‐ Capital Expenditures & Payment of Capital Lease Obligations (41) (42) (1) International 7 18 11
Operating Free Cash Flow
2
369 245 (125) Professional 9 8 (2)
Total 99 90 (9)
Cash Balance at Beginning of Period 414 553 139
Cash (used for) provided by operating activities 308 198 (110)
Dividends (101) (320) (219)
Net Borrowings 90 180 90
Payment of Deferred Financing Costs ‐ (38) (38)
Pre‐publication Investment (*) (99) (90) 9
Capital Expenditures (41) (38) 3
Investments, Acquisitions & Divestitures, net (11) (12) (1)
Payment of Capital Lease Obligations ‐ (4) (4)
Other (7) (11) (4)
Cash Balance at End of Period 553 419 (134)
Source: Consolidated Statement of Cash Flows or Adjusted EBITDA reconciliation if denoted by (*)
1
includes adjustment for change in short term and long term deferred royalties included in calculation of Adjusted EBITDA
2
includes the impact of certain non operational working capital items
(i.e., restructuring reserves, purchase accounting, accrued interest, etc.)
Twelve Months Ended December 31
Pre‐publication Investment
Key Drivers
31. Adjusted EBITDA Reconciliation
Amounts above may not sum due to rounding. 31
($ in Millions)
2015 2016 2015 2016
Net Income ($95) ($114) ($63) ($46)
Interest (income) expense, net 193 200 47 45
Provision for (benefit from) taxes on income 5 9 3 5
Depreciation, amortization and prepublication investment amortization 214 202 54 44
EBITDA $316 $296 $41 $48
Change in deferred revenue (a) 228 156 (31) (41)
Change in deferred royalties (b) (11) (17) (1) (0)
Restructuring and cost savings implementation charges (c) 25 17 6 7
Sponsor fees (d) 4 4 1 1
Loss on extinguishment of debt (e) ‐ 27 ‐ ‐
Other (f) 22 29 8 15
Pre‐publication investment cash costs (g) (99) (90) (32) (35)
Adjusted EBITDA $486 $421 ($7) ($5)
Three Months Ended December 31Twelve Months Ended December 31
32. Adjusted EBITDA Footnotes
32
(a) We receive cash up‐front for most sales but recognize revenue (primarily related to digital sales) over time recording a liability for deferred revenue at
the time of sale. This adjustment represents the net effect of converting deferred revenues to a cash basis assuming the collection of all receivable
balances.
(b) Royalty obligations are generally payable in the period incurred with limited recourse. This adjustment represents the net effect of converting deferred
royalties to a cash basis assuming the payment of all amounts owed.
(c) Represents severance and other expenses associated with headcount reductions and other cost savings initiated as part of our formal restructuring
initiatives to create a flatter and more agile organization.
(d) Beginning in 2014, $3.5 million of annual management fees was recorded and payable to Apollo.
(e) This amount represents the write‐off of unamortized deferred financing fees, original debt discount and other fees and expenses associated with the
Company’s refinancing of its existing indebtedness on May 4, 2016.
(f) For the year ended December 31, 2016 the amount represents (i) non‐cash incentive compensation expense and (ii) other adjustments required or
permitted in calculating covenant compliance under our debt agreements. For the year ended December 31, 2015, the amount represents (i) non‐cash
incentive compensation expense; (ii) elimination of the gain of $4.8 million on the sale of an investment in an equity security and (iii) other adjustments
required or permitted in calculating covenant compliance under our debt agreements.
(g) Represents the cash cost for pre‐publication investment during the period excluding discontinued operations.
33. Revenue Bridge & Segment Detail
33
($ in Millions)
Amounts above may not sum due to rounding.
2015 2016 2015 2016
Reported Revenue $1,830 $1,757 $424 $400
Change in Deferred Revenues 228 156 (29) (39)
Billings $2,058 $1,913 $395 $361
Billings by segment
Higher Education $825 $736 $195 $173
K ‐ 12 798 758 66 54
International 308 295 91 92
Professional 123 122 41 41
Other 5 2 2 1
Total Billings $2,058 $1,913 $395 $361
Adjusted EBITDA
Higher Education $295 $234 $52 $39
K ‐ 12 127 137 (87) (74)
International 33 19 13 12
Professional 32 34 16 18
Other (1) (2) (1) 0
Total Adjusted EBITDA $486 $421 ($7) ($5)
Three Months Ended December 31Twelve Months Ended December 31
34. Adjusted Operating Expense Bridge
34
($ in Millions)
Amounts above may not sum due to rounding
.
2015 2016 2015 2016
Operating Expense Bridge
Total Reported Operating Expenses $1,252 $1,207 $323 $308
Less: Depreciation & Amortization of intangibles (125) (128) (34) (31)
Less: Amortization of prepublication costs (89) (74) (20) (13)
Less: Restructuring and cost savings (25) (17) (6) (7)
Less: Other adjustments (22) (29) (8) (15)
Adjusted Operating Expenses $991 $959 $255 $241
Three Months Ended December 31Twelve Months Ended December 31