MHGE Parent, LLC Mcgraw-Hill Global Education Holdings, LLC

CURRENT REPORT

Pursuant to Section 4.02(a)(iii) of the Indenture, dated July 17, 2014, governing the 8.500% / 9.250% Senior PIK Toggle Notes due 2019 of MHGE Parent, LLC and MHGE Parent Finance, Inc.

Pursuant to Section 4.02(a)(iii) of the Indenture, dated May 6, 2016, governing the 7.875% Senior Notes due 2024 of McGraw-Hill Global Education Holdings, LLC and McGraw-Hill Global Education Finance, Inc.

December 6, 2017 Date of Report

MHGE Parent, LLC McGraw-Hill Global Education Holdings, LLC

2 Penn Plaza, 20th Floor New York, New York 10121

Telephone: 646-766-2626

Doc#: US1:11757292v3

Item 7.01 Regulation FD Disclosure

On December 6, 2017, McGraw-Hill Education, Inc. (the “Registrant”) issued a press release announcing the intent of two of its wholly owned subsidiaries MHGE Parent, LLC and MHGE Parent Finance, Inc., to offer, through a private placement, $250 million aggregate principal amount of Senior PIK Toggle Notes due 2022 (the “Notes”), subject to market and other conditions. The press release related to the Notes is attached as Exhibit 99.1 and is incorporated herein by reference.

The Registrant is also disclosing the information attached to this report as Exhibit 99.2, which information is incorporated by reference herein. This information, portions of which have not been previously reported, is contained in materials prepared for a presentation to investors relating to the offering.

Item 9.01 Financial Statements and Exhibits.

(d) - Exhibits

The following exhibits are being furnished with report.

Exhibit No. Description

99.1 Press Release, dated December 6, 2017.

99.2 Investor presentation materials.

Doc#: US1:11757292v3 SIGNATURES The Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MHGE PARENT, LLC MCGRAW-HILL GLOBAL EDUCATION HOLDINGS, LLC

By: /s/ David Stafford Name: David Stafford Title: Senior Vice President and General Counsel

Date: December 6, 2017

Doc#: US1:11757292v3

Exhibit Index

Exhibit No. Description 99.1 Press release dated December 6, 2017.

99.2 Investor presentation materials.

Doc#: US1:11757292v3 Exhibit 99.1

McGraw-Hill Education Announces Notes Offering

NEW YORK, December 6, 2017  McGraw-Hill Education, Inc. (“McGraw-Hill”) announced today that its wholly owned subsidiaries, MHGE Parent, LLC (the “Issuer”) and MHGE Parent Finance, Inc. (together with the Issuer, the “Issuers”) intend to offer $250 million aggregate principal amount of Senior PIK Toggle Notes due 2022 (the “Notes”) in a private placement.

The Issuers intend to use the proceeds from this private offering together with cash on hand and a distribution from its wholly owned subsidiary, McGraw-Hill Global Education Holdings, LLC (“MHGE”), of a portion of the proceeds of an incremental $150 million term loan under MHGE’s existing credit facility, to refinance the Issuers’ Senior PIK Toggle Notes due 2019 and to pay related fees and expenses.

The Notes are being offered in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and, outside the United States, to non-U.S. investors pursuant to Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

About McGraw-Hill Education

McGraw-Hill Education is a learning science company that delivers personalized learning experiences that help students, parents, educators and professionals drive results. McGraw-Hill Education has offices across North America, India, China, Europe, the Middle East and South America, and makes its learning solutions available in more than 60 languages.

Forward-Looking Statements

Information in this release may involve outlook, expectations, beliefs, plans, intentions, strategies or other statements regarding the future, which are forward-looking statements. These forward-looking statements involve risks and uncertainties. All forward-looking statements included in this release are based upon information available to us as of the date of the release, and we assume no obligation to update any such forward-looking statements. The statements in this release are not guarantees of future performance, and actual results could differ materially from current expectations. Numerous factors could cause or contribute to such differences. Please refer to “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in McGraw-Hill’s annual report for the fiscal year ended December 31, 2016 for a further discussion of the factors and risks associated with the business.

Contacts

Doc#: US1:11757292v3

Investors: David Kraut Senior Vice President, Investor Relations & Treasurer McGraw-Hill Education (646) 766-2060 [email protected]

Media: Catherine Mathis Senior Vice President, Communications McGraw-Hill Education (646) 766-2468 [email protected]

Doc#: US1:11757292v3 Exhibit 99.2

Investor Presentation Materials

[attached]

Doc#: US1:11757292v3 McGraw‐Hill Education High Yield Investor Presentation December 2017 Disclosure

This presentation includes statements that are, or may be deemed to be, “forward‐looking statements.” These forward‐looking statements can be identified by the use of forward‐looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward‐looking statements include all matters that are not historical facts. They appear in a number of places throughout this presentation and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate.

By their nature, forward‐looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward‐looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate, may differ materially from those made in or suggested by the forward‐looking statements contained in this presentation, including the risks described in “Risk Factors” in the offering circular for this offering. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward‐ looking statements contained in this presentation, those results of operations, financial condition and liquidity or developments may not be indicative of results or developments in subsequent periods.

Any forward‐looking statements we make in this presentation speak only as of the date of such statement, and we undertake no obligation to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

The notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Act”), or under any state securities laws of the United States (“U.S.”). Accordingly, the notes will be offered in the U.S. only to qualified institutional buyers as defined under Rule 144A under the Act, and outside the U.S. in accordance with Regulation S under the Act. Securities may not be offered or sold in the U.S. unless they are registered or exempt from registration under the Act.

Before you invest, you should read the confidential offering circular and the documents that are incorporated by reference in the confidential offering circular, for more complete information about the issuers and this offering. The issuers or any initial purchaser will arrange to send you the confidential offering circular if you request it by contacting Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, NY 10010, or by calling toll‐free (800) 221‐1037.

Non‐GAAP Financial Measures

Certain financial information included herein, including Billings, EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin are not presentations madein accordance with U.S. GAAP, and use of such terms varies from others in the same industry. Non‐GAAP financial measures should not be considered as alternatives to income from continuing operations, income from operations or any other performance measures derived in accordance with U.S. GAAP as measures of operating performance or cash flows as measures of liquidity. Non‐GAAPfinancialmeasureshaveimportantlimitationsasanalyticaltools,andyou should not consider them in isolation or as substitutes for results as reported under U.S. GAAP. This presentation includes a reconciliation of certain non‐GAAP financial measures to the most directly comparable financial measures calculated in accordance with U.S. GAAP.

2 Presenters

Executive Vice President, Chief Financial Officer and Chief Patrick Milano Administrative Officer

David Kraut Senior Vice President, Investor Relations and Treasurer

3 Agenda

1 Transaction overview

2 Business update

3 Financial update

4 Q&A

5 Appendix

4 Transaction overview 1

Confidential / Draft Transaction Overview

 McGraw‐Hill Education, Inc. (“MHE” or the “Company”) is a leading provider of outcome‐focused learning solutions, delivering curated content and digital products to students in higher education, pre‐kindergarten through 12th grade (“K‐12”), professionals and corporations across 140 countries

 The Company reported Billings of $1.9 billion and Adjusted EBITDA of $402 million (~21% margin) for the last twelve months ending September 30, 2017

 The Company is seeking to refinance its outstanding MHGE Parent, LLC (“MHGE HoldCo”) notes in order to reduce gross debt outstanding, extend its maturity profile and optimize the overall capital structure. The MHGE HoldCo notes will be refinanced with:

− $150 million fungible incremental first lien term loan (the “Incremental First Lien Term Loan”) due May 2022

− $250 million HoldCo notes (the “HoldCo Notes”) due December 2022

 Pro forma for the transaction, McGraw‐Hill Education will be levered 4.7x net and 5.3x net through the OpCo and HoldCo, respectively

− Pro forma for the transaction, the Company will have voluntarily repaid $100 million of HoldCo debt during 2017

Note: Refer to appendix for detailed Adjusted EBITDA reconciliation. 6 Transaction Structure

Sources & uses ($ in millions) Sources Uses Fungible incremental first lien term loan $150 Refinance existing HoldCo notes $444 New HoldCo notes 250 Accrued interest on HoldCo notes(1) 16 Cash from balance sheet 64 Estimated fees & expenses 5

Total sources $464 Total uses $464

Pro forma capitalization ($ in millions) As of Cum. Pro forma Cum. Terms 9/30/17 EBITDA (x) Δ 9/30/17 EBITDA (x) Margin Floor McGraw‐Hill Global Education Holdings $246 (13) $234 MHGE Parent LLC (HoldCo) / MHE Inc.(2) 51 (51) – Total McGraw‐Hill Education, Inc. cash $297 (64) $234

Revolving credit facility ($350 million) – – – L + 4.00% – First lien term loan 1,555 – 1,555 L + 4.00% 1.00% Fungible incremental first lien term loan – 150 150 L + 4.00% 1.00% Total first lien debt $1,555 3.9x $1,705 4.2x Total first lien debt, net 1,309 3.3x 1,472 3.7x

Senior unsecured notes 400 – 400 7.875% Total OpCo debt $1,955 4.9x $2,105 5.2x Total OpCo debt, net 1,709 4.2x 1,872 4.7x

HoldCo notes(2) 444 (444) – 8.500% New HoldCo notes – 250 250 TBD Total HoldCo debt $2,399 6.0x $2,355 5.9x Total HoldCo debt, net 2,101 5.2x 2,122 5.3x

LTM 9/30/17 Adj. EBITDA $402 $402

Note: Refer to appendix for detailed Adjusted EBITDA reconciliation. (1) Assumes 12/29/2017 call settlement date on HoldCo notes. (2) Pro forma for the ~$8 million purchase of 2019 notes, on 10/30/17. 7 Pro Forma Corporate Structure

Apollo and other Investors

McGraw‐Hill Education, Inc.

MHE Acquisition, LLC (“AcquisitionCo”)

MHE US Holdings, LLC (“Parent”)

New $250 million HoldCo Notes MHGE Parent, LLC (“HoldCo”)

MHGE Parent Finance, Inc. McGraw‐Hill Global Education Intermediate Holdings, LLC (“Holdings”)

Guarantee $350 million Revolver $1,555 million First Lien Term Loan McGraw‐Hill Global Education Holdings, LLC $150 million Incremental First Lien Term Loan (“MHGE”) $400 million 7.875% Senior Notes due 2024

McGraw‐Hill Global Education McGraw‐Hill School Education

9 Business update 2

Confidential / Draft McGraw‐Hill Education is organized into four main businesses, each with size, scale and an extensive footprint in their respective markets…

U.S. Higher Education U.S. K‐12 International Professional

15% 6% LTM 9/30/17 40% $747M 39% $735M $283M $121M Billings / % Total

2% 9% LTM 9/30/17 Adj. 27% $243M $109M $10M $37M EBITDA / % Margin 60% / % Total 33% margin 15% margin 3% margin 31% margin

Digital, custom Blended print and digital education Portfolio of products and solutions Core Offering publishing and Medical, technical, & business solutions across all education markets traditional print solutions content, and training solutions

Indirectly via third Marketed to educators and K‐12 U.S. school districts in Go‐to parties to educators, distributed via multiple channels adoption and open territory Directly to corporations, academic Market Approach K‐12 schools and professionals including e‐commerce markets institutions, libraries and hospitals globally

Key ~21% Market Share ~26% Market Share 140 Countries ~93% Access Platform Retention Rate in 2016 Statistics 250,000 Higher Ed instructors 13,000 K‐12 school districts More than 60 Languages 2,600+ Customers

18% LTM 9/30/17 $449M 39% Digital Billings 60% $285M $50M54% $65M / % Total

Source: Management Practice, Inc. and Association of American Publishers (AAP) through 9/30/17. Note: Adjusted EBITDA totals do not sum from segment Adjusted EBITDA owing to inclusion of “Other” segment. Please refer to appendix for additional detail. 11 …and have successfully navigated the print to digital transition and changing markets since the carveout in 2013

At Acquisition As of Today

 K‐12 market declined from 2008‐2012 due to weak state  Improving economy with increased funding in the budgets following the recession K‐12 market and meaningful adoption opportunities in 2019 and 2020  Higher Ed market had flattened out as rental was taking share  Market demand for digital has grown significantly in both the K‐12 and Higher Ed markets  There was a good deal of market uncertainty Our Market  Digital has not replaced print, but has been largely  Digital was in the very early stages, print business was complementary deemed “dead”  While the LMS market has intensified, it has  Two of our main competitors had filed for bankruptcy remained largely administrative with no expansion into instructional materials or learning data –no  Learning Management Systems (“LMS”) were viewed as traction for EdTech startups potential competition and small EdTech startups were expected to disrupt the market

 Consistent K‐12 underperformance and market share  MHE is widely considered a leader and innovator in decline under prior management team education, learning science, adaptive and digital  Strengthened management teams and process  Business suffered from a lack of operating discipline and  strategic focus, with inefficient cost structure with many Data driven decision making, driving towards leading redundancies KPIs  Generated significant and consistent cash flow, with  Little focus on ROI, EBITDA, W/C or cash flow cost reductions supporting investment in digital Our Business  K‐12 performance and market share declined at a more  Digital has been defined and we have invested to rapid rate than the overall market decline develop roadmap and platform for those areas with strong growth and margin potential  Higher Ed business was only beginning its digital transition  Digital leadership and strategic focus have enabled while print, which represented the majority of the consistent market share expansion in both Higher Ed revenues, continued to decline and K‐12  MHE was seen as a laggard in technology, digital story  Higher Ed business is now ~60% digital, with smaller undefined and there was no platform strategy print exposure better positioning the business for growth  MHE, a leader and innovator in education, learning science, adaptive and digital 12 McGraw‐Hill Education is an industry leader in the digital transformation of both Higher Education and K‐12...

McGraw‐Hill Education U.S. Higher Education Total MHE Performance: LTM 9/30/17 . Digital solutions have shown ability to double MHE Billings $1,888M (‐3.0%) lifetime revenue vs. print only editions . Increased market share by ~200 bps in the 2012 ‐ MHE EBITDA Before Pre‐Publication $511M (1.3%) (1) MHE Pre‐publication Investment $108M (+24.9%) 2016 period MHE Adjusted EBITDA $402M (‐3.6%) . Capturing our fair share of used and rental MHE Digital Billings $851M (+13.8%) represents a ~$1billion annual revenue opportunity % MHE Digital Billings 45.1% +664bps U.S. K‐12 Direct‐to‐Student E‐Commerce Net Sales $196M (+13.5%) . Digital solutions driving market share growth Market Share . Increased market share by ~500 bps in the 2013‐ Higher Ed(1) ‐ LTM 9/30/17 +100 bps (2) K‐12(2) –YTD 9/30/17 +10 bps 2016 period . Strong market share capture in the 2016 and 2017 Key Indicators California English Language Arts adoption with Connect/LearnSmart Paid Activations 3.5M (+7.7%) (Higher Ed – YTD 10/31/17) significant upcoming state adoption opportunities available in 2019 and 2020 ALEKS Unique Users 3.5M (+22.4%) (Higher Ed and K‐12 YTD 9/30/17) International / Professional Over $2 billion of cumulative operating free cash flow . Strong momentum of digital products generated since carve‐out in 2013 internationally, especially across our Access Platforms

Note: Amounts may not sum due to rounding. Please see appendix for non‐GAAP reconciliations. (1) Per Management Practice, Inc. (MPI). (2) Per AAP. 13 Higher Education business is a leader in the digital transition with emerging opportunities to further increase digital growth and to grow print revenues…

 Extensive footprint and relationships in Higher Higher Education Education − Covers 5,000+ two and four‐year colleges/universities and McGraw‐Hill Higher Ed Performance: LTM 9/30/17(1) 250,000 instructors Billings (net of accrued returns) $747M (‐1.3%) − Solutions sold through proprietary e‐commerce channel Digital Billings $449M (+10.2%) and distribution partners % Digital Billings 60% +626bps Direct‐to‐Student E‐Commerce Net Sales $196M (+13.5%) − Gained over 200 bps of market share from 2012‐2016 − Small for‐profit exposure McGraw‐Hill Higher Ed Performance: YTD 9/30/17(2)  Digital solutions have shown ability to double Net Sales (net of actual returns)(2) $582M (+3.4%) lifetime revenue vs. print only editions Front‐list Sales (net of actual returns) $250M (+6.6%) Back‐list Sales (net of actual returns) $331M (+1.1%) − Digital sales now over 60% of sales ‐ print declines have historically masked growth in digital due to their relative McGraw‐Hill Higher Ed Actual Product Returns sizes Actual Returns Change ‐$31M (‐15.3%) − Digital Billings grew at 16% CAGR since 2012 (Updated as of YTD 10/31/17) − Increasingly selling more digital direct to students as vs. Industry Performance: (net actual returns basis)(3) ecommerce sales have grown from $40 million in 2012 to over $195 million LTM 9/30/17 Industry Net Sales YTD 9/30/17 +1.3% MHE Market Share Change LTM 9/30/17 +100 bps  Significant opportunity to recapture share from large print used and rental market Key Indicators − Currently testing rental options through pilots and expect Connect/LearnSmart Paid Activations 3.5M (+7.7%) to begin launch of a more formal program in 2018 back‐ (Updated as of YTD 10/31/17) to‐school season ALEKS Unique Users 1.5M (+30.2%) − Expect to continue to re‐invest in our front‐list to (as of YTD 9/30/17) maximize print opportunities

Note: Primary difference between Billings and net sales (industry market share measure) is the accrual of (1) Effective Q4‐16 and prospectively, MHE no longer incudes the change in deferred royalties within returns. the change of deferred revenue. On a FY basis, the net change is immaterial; prior periods do not reflect the change (2) Total net sales include the impact of accounting accruals/reversals; accrued returns not included. 14 (3) Per Management Practice, Inc. (MPI). …by capturing more of the revenue associated with our intellectual property for both digital and print…

DIGITAL PRINT

ONLY ~20% OF CLASSROOMS USING MHE TODAY, MHE CAPTURES ONLY ~25% OF CONTENT CURRENTLY MAKE USE OF PRINT DEMAND FOR MHE TITLES, WITH THE CONNECT REMAINDER IN SECONDARY MARKET

~18‐22M~118M ~18‐22M Courseware used No materials in course~2‐3M ~2.0‐2.5M

For digital, the key In print, the Courseware opportunity lies in growth driver will be not used Secondary penetrating more in course market recapturing volume classrooms ~12.5‐16M ~12‐16M from the secondary market

~20% of MHE Connect Print net unit ~25% of MHE student‐courses MHE sales activations ~18~18-22M‐22M print demand MHE digital Student‐courses MHE print

There may also be opportunities to drive increase in MHE share of student‐courses 15 ...with demonstrated potential to increase digital penetration into course base to grow revenues…

Actual results for a 4 Edition Evolution of an Economics Textbook: 2008‐2016©

($ in millions)

Adaptive has historically been an incremental revenue opportunity, not a one‐for‐one traditional textbook replacement

16 …and the ability to stabilize and grow print by participating in the larger rental portion of the textbook market

Rental enables MHE to capture a larger share of those students buying or renting used text‐books

Future

Today

17 K‐12 business is well positioned to capitalize on upcoming large adoption opportunities…

K‐12  Extensive footprint and extensive relationships in the in the K‐12 market McGraw‐Hill K‐12 Performance: LTM 9/30/17 − Selling print and digital solutions directly to ~13,000 districts across the U.S. Billings (net of accrued returns) $735M (‐4.6%) Digital Billings $285M (+20.5%) − Increased market share by 500 bps from 2013‐2016 % Digital Billings 39% +810bps − Leader in 2016 K‐12 new state adoptions with 30% (1) market share, driven by approximately 60% market vs. Industry Performance as per AAP : YTD 9/30/17 share in California K‐8 adoption MHE Net Sales (‐3.2%) Industry Net Sales (‐3.8%) − YTD leader in 2017 K‐12 sales in California and MHE Market Share Change +~10 bps Florida (two largest adoption opportunities) − Regained market share in Open Territory in 2017 MHE Adoption Net Sales (‐3.1%) after making changes in leadership and go‐to‐market Industry Adoption Net Sales (‐1.0%) strategy MHE Market Share Change ‐~70 bps

 Significant new adoption opportunities in 2019 MHE Open Territory Sales (‐3.3%) Industry Open Territory Net Sales (‐6.3%) and 2020 MHE Market Share Change +~60 bps − Positioned to compete effectively and increase participation rate in all major new adoptions Key Indicators: YTD 9/30/17 − Approved by state in November 2017 to market ConnectED Unique Users 7.2M (+22.4%) ALEKS Unique Users 2.0M (+17.0%) California Social Studies beginning in 2018

 Digital transition continues, enhancing our competitive position, but influenced by product mix

Note: Primary difference between Billings and net sales (industry market share measure) is the accrual of (1) As per Monthly AAP data returns. – Cohort of publishers for monthly AAP data differs from that of annual AAP data Please see appendix for non‐GAAP reconciliations. –Monthly data reflects net sales on an actual returns basis submitted by 6‐7 publishers 18 – Annual data reflects net sales on an actual returns basis submitted by 5 publishers …as new State Adoption opportunities ramp up in 2019 and 2020

Overview of Adoption States

 Adoption market data in table is new adoption only and does not include residual sales  Market size ranges driven by several factors including CA adoption is K–8 only New adoption 1) applicable enrollment IN adoption is Reading only Open territory LA is re‐evaluating their process 2) potential use of core instructional NV is adoption but does not issue calls funds for off‐list purchases (e.g.

2017E 2018E 2019E 2020E supplemental) Big‐3 State New Adoption 3) Estimated Total Market other factors that may influence

California Reading* Reading* Social Studies* Social Studies* or defer purchase decisions ~$400M ~$60‐80M $85‐115M (Yr. 3 Remainder) Social Studies Science Science* ~$60‐80M ~$100‐125M (Yr. 2)

Florida Social Studies Science Math Reading ~$100M ~$125‐150M ~$150‐200M

Texas Reading Reading (9‐12) ~$300‐350M

Big‐3 State New Adoption >$500M ~$245‐310M ~$635‐790M Estimated Total Market

All Other State New Adoption ~$100‐150M ~$250‐300M ~$275‐325M Estimated Total Market

Total New Adoption Estimate ~$600‐650M ~$500‐600M ~$900‐1,100M

* Disciplines reflect 2nd and 3rd year of major purchasing. Source: MHE estimate of total market without adjustment for participation or market share. 19 The digital transition continues in our International business with Professional continuing shift to digital subscription model

International International  Provides an extensive product portfolio to higher education, K‐12 and professional markets across McGraw‐Hill International Performance: LTM 9/30/17 140 countries, with significant digital growth Billings (constant FX)(1) $283M (‐3.8%) opportunities Digital $50M (+21.2%) Digital Billings % 18% +365bps − Major, multi‐year Middle East contract signed in 2016 − Digital Billings accounted for 18% of Billings in LTM YTD 9/30/17 Key Indicators ‐ International 9/30/17 Connect/LearnSmart Paid Activations +~330K (+21%) − Leveraging digital capabilities to adapt and localize ALEKS Unique Users +~123K (+27%) content (e.g., ALEKS, Access Medicine) Professional Professional  Leading provider of medical, technical, engineering and business content with significant opportunities in leveraging content in McGraw‐Hill Professional Performance: LTM 9/30/17 digital subscription Access platform Billings $121M (‐1.0%) Digital Billings $65M (+7.1%) − Also delivers training solutions for the professional, Digital Billings % 54% +409bps education and test prep communities including sales to over 2,600+ customers Key Indicators ‐ Professional − Network of distinguished authors and portfolio of Access Platform Renewal Rate(2) 93% prestigious brands − Consistent, stable profitability while transition to digital drives margin improvement − Key titles include Harrison’s Principles of Internal Medicine and Graham & Dodd’s Security Analysis

Note: Please see appendix for non‐GAAP reconciliations. (1) K‐12 business in Canada was sold in May 2017. (2) As of December 2016; updated on an annual basis. 20 Rapid Momentum in the Digital transition

Higher Education K-12

DIGITAL VS. PRINT BILLINGS MIX –Higher Ed DIGITAL VS. PRINT BILLINGS MIX –K‐12

44% 40% 62% 55% 61% 66% 80% 74% 67% 69% Digital 56% 60% 38% 45% Print 39% 34% 20% 26% 33% 31% 2013 2014 2015 2016 LTM 9/30/17 2013 2014 2015 2016 LTM 9/30/17

YTD: 63% digital / 37% print YTD: 40% digital / 60% print

CONNECT/LEARNSMART Paid Activations (U.S. Higher Ed) ALEKS Unique Users (Global Higher Ed & K‐12)

(Millions) (Millions) +14% +29% 3.3 3.5 3.3 3.4 2.7 3.0 1.5 2.6 2.0 1.3 2.2 1.1 K‐12 1.5 0.9 0.8 Higher Ed 1.6 2.0 2.0 0.7 1.0 2013 2014 2015 2016 YTD 9/30/17 2013 2014 2015 2016 YTD 9/30/17

Expanded Higher Ed market share by over 200 bps and K‐12 market share by over 500 bps since the carve‐out

21 Financial Update 3

Confidential / Draft Overall, MHE financial performance has been strong as the business transitions to digital…

($ in millions) Total McGraw‐Hill Education

$1,978 $1,970 $2,039 $2,058 $1,913 $1,888 Higher Ed business

55% stabilized in 2017, with 75% 70% 64% 60% Billings 81% tougher comp to 40% 45% 19% 25% 30% 36% outperformance in CA for 2012 2013 2014 2015 2016 LTM 9/30/17 K‐5 elementary reading % Digital billings % Print billings

Adjusted Margin has been stable $581 $557 $565 $584 $513 $511 EBITDA before $413 $435 $478 $486 $423 $402 during the transition to pre‐publication digital with pre‐publication investment investment impacting & 2012 2013 2014 2015 2016 LTM 9/30/17 Adjusted comparability and the print EBITDA / 29% 21% 28% 22% 28% 23% 28% 24% 27% 22% 27% 21% Billings decline offset by Margin % higher margin digital growth Pre‐Pub EBITDA Adjusted EBITDA

Operating Free Cash Flow/ Cumulative Adjusted $615 $501 $444 Operating Free Cash EBITDA $324 $282 $309 & Flow ’12 – YTD’17: Conversion $2.3B % 2012 2013 2014 2015 2016 LTM 9/30/17 78% 141% 105% 91% 67% 77%

Note: Please see appendix for non‐GAAP reconciliations. 23 …with a growing digital business which leads to an “asset‐light” model…

($ in millions) Total McGraw‐Hill Education

$763 $851 $608 $734 Leading position in Digital $488 Billings $377 adaptive learning 19% 25% 31% 37% 2012 2013 2014 2015 2016 LTM 9/30/17

More efficient pre‐

$169 publication expenditures $122 Pre‐publication $87 $99 $90 $108 and the shift of expenses to Investment opex as part of the digital 9% 6% 4% 5% transformation and 2012 2013 2014 2015 2016 LTM 9/30/17 perpetual revision cycle

Non Low capex profile due to Pre‐publication $41 $41 $38 $44 efficient operations and $19 $10 CapEx / highly selective % Billings(1) 2012 2013 2014 2015 2016 LTM 9/30/17 outsourcing 1% 1% 2% 2% 2% 2%

(1) Excludes discontinued operations and excludes impact of purchase accounting. 24 …while we carefully manage the transition from print to digital for each business…

U.S. Higher Education

($ in millions) Billings, % Digital EBITDA, % Margin Total Digital Adj. EBITDA before pre‐publication investment Adj. EBITDA 34% 38% 45% 56% 60% $838 $825 $811 39% 39% 39% 36% 37% $736 $747 36% 34% 35% 32% 33%

$326 $325 $319 $296 $295 $279 $275 $263 $234 $243 $375 $410 $449 $274 $322

2013 2014 2015 2016 LTM 9/30/17 2013 2014 2015 2016 LTM 9/30/17

U.S. K-12

($ in millions) Billings, % Digital EBITDA, % Margin

Total Digital Adj. EBITDA before pre‐publication investment Adj. EBITDA 20% 26% 33% 31% 39% $798 $734 $758 $735 $677 19% 21% 23% 23% 21%

16% 16% 18% 11% 15%

$156 $180 $173 $157 $131 $118 $127 $138 $109 $261 $238 $285 $75 $137 $191 2013 2014 2015 2016 LTM 9/30/17 2013 2014 2015 2016 LTM 9/30/17

Note: Results may not sum due to rounding. Please see appendix for non‐GAAP reconciliations. 25 …and capitalizing on emerging digital opportunities in International and Professional

International

($ in millions) Billings, % Digital EBITDA, % Margin

Total Digital Adj. EBITDA before pre‐publication investment Adj. EBITDA 7% 9% 11% 17% 18% $355 $336 $308 $295 $283 15% 14% 13% 12% 9% 12% 11% 11% 6% 3%

$54 $42 $48 $38 $33 $40 $36 $19 $26 $10 $25 $31 $35 $49 $50 2013 2014 2015 2016 LTM 9/30/17 2013 2014 2015 2016 LTM 9/30/17 Professional

($ in millions) Billings, % Digital EBITDA, % Margin

Total Digital Adj. EBITDA before pre‐publication investment Adj. EBITDA

38% 37% 35% 34% 34%

30% 31% 26% 26% 28% 42% 46% 47% 52% 54%

$125 $127 $123 $122 $121

$43 $32 $48 $38 $42$32 $42 $34 $45 $37 $52 $58 $58 $64 $65 2013 2014 2015 2016 LTM 9/30/17 2013 2014 2015 2016 LTM 9/30/17

Note: Results may not sum due to rounding. Please see appendix for non‐GAAP reconciliations. 26 Q&A 4

Confidential / Draft Appendix 5

Confidential / Draft Revenue and EBITDA Reconciliation

($ in millions) Year Ended Three Months Ended Nine Months Ended LTM 12/31/12 12/31/13 12/31/14 12/31/15 12/31/16 9/30/16 9/30/17 9/30/16 9/30/17 9/30/17 Revenue $1,918 $1,818 $1,833 $1,829 $1,740 $642 $635 $1,340 $1,321 $1,721 Change in deferred revenue (a) 61 152 207 229 173 190 188 211 205 167 Billings $1,978 $1,970 $2,039 $2,058 $1,913 $832 $823 $1,551 $1,527 $1,888

Net income (loss) from continuing operations ($276) ($222) ($337) ($103) ($135) $139 $125 ($89) ($35) ($82) Interest (income) expense, net (2) 136 182 193 200 43 46 155 133 178 Income tax provision (20) (151) 124 12 15 4 4 9 10 16 D&A and pre‐publication investment amortization 229 187 209 214 202 60 73 158 180 224 EBITDA ($68) ($50) $179 $315 $282 $247 $248 $233 $288 $336 Change in deferred revenue (a) $61 $152 $207 $229 $173 $190 $188 $211 $205 $167 Change in deferred royalties (b) (1) – (6) (9) (11) (18) (12) (29) (17) (35) (36) Restructuring and cost savings implementation charges (c) 62384025173 3 109 17 Sponsor fees (d) –1444 11 33 4 Impairment charge (e) 413–24––––––– Purchase accounting (f) –31935–– –– –– – Transaction costs (g) –574––––––– Acquisition costs (h) –54–– –– –– – Physical separation costs (i) –847––––––– Loss on extinguishment of debt (j) ––––27–– 27– – Other (k) (2) 33 31 22 29 4 6 14 8 23 Elimination of corporate overhead / stand‐alone cost savings (l)116–––– –– –– – Adjusted EBITDA before Pre‐publication investment $581 $557 $565 $584 $513 $433 $417 $480 $478 $511 Pre‐publication investment cash costs (m) (169) (122) (87) (99) (90) (24) (25) (55) (74) (108) Adjusted EBITDA $412 $435 $478 $486 $423 $409 $392 $425 $405 $402

Note: Amounts above may not sum due to rounding. (1) Effective Q4‐16, MHE no longer incudes the change in deferred royalties within the change of deferred revenue. On a FY basis, the net change is immaterial. 29 Revenue and EBITDA Reconciliation (cont’d)

(a) We receive cash up‐front for most sales but recognize revenue (primarily related to digital sales) over time recording liability for deferred revenue at the time of sale. This adjustment represents the net effect of converting deferred revenue to a cash basis assuming the collection of all receivable balances. (b) Represents royalties primarily associated with digital sales which are deferred and amortized over the subscription period. It is the net effect of converting deferred royalties to a cash basis assuming the payment of all amounts owed in the period incurred. (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) An impairment charge was recorded in 2014 to reduce the recorded value of an owned office building to its estimated fair value based upon an independent appraisal. (f) Represents the effects of the application of purchase accounting associated with the acquisition by our Sponsor of 100% of the equity interests of MHE Acquisition LLC (“AcquisitionCo”) and the related financings transactions (collectively, the “Founding Acquisition”), driven by the step‐up of acquired inventory. The deferred revenue adjustment recorded as a result of purchase accounting has been considered in the deferred revenue adjustment. (g) The amount represents the transaction costs associated with the Founding Acquisition. (h) The amount represents costs incurred for acquisitions subsequent to the Founding Acquisition, including ALEKS, LearnSmart and Engrade. (i) The amount represents costs incurred to physically separate our operations from The McGraw‐Hill Companies, Inc. (“MHC”). These physical separation costs were incurred subsequent to the Founding Acquisition and concluded in 2014. (j) 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. (k) For the nine months ended September 30, 2017, 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 nine months ended September 30, 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, 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. For the year ended December 31, 2014, the amount represents (i) cash distributions to noncontrolling interest holders of $0.2 million; (ii) non‐cash incentive compensation expense; (iii) elimination of non‐cash gain of $7.3 million in LearnSmart; and (iv) other adjustments required or permitted in calculating covenant compliance under our debt agreements. For the periods from March 23, 2013 to December 31, 2013 (Successor) and from January 1, 2013 to March 22, 2013 (Predecessor) and the year ended December 31, 2012 (Predecessor), the amount represents (i) cash distributions to noncontrolling interest holders (excluding special dividends) of $0.5 million and $1.8 million and $5.5 million, respectively; (ii) the elimination of a $16.9 million benefit realized in 2012 as a result of a change in the Company’s vacation policy; (iii) non‐cash incentive compensation expense recorded directly beginning in the first quarter of 2013; and (iv) other adjustments required or permitted in calculating covenant compliance under our debt agreements. (l) Represents stand‐alone cost savings to reflect the Company’s expectation that costs incurred on a stand‐alone basis will be lower than costs historically allocated to McGraw‐Hill Education, LLC by The McGraw‐Hill Companies, Inc. These allocations were primarily related to services and expenses including (i) global technology operations and infrastructure; (ii) global real estate occupancy; (iii) employee benefits; and (iv) shared services such as tax, legal, treasury, and finance. In addition, general corporate allocations for executive management costs incurred by The McGraw‐Hill Companies, Inc. were allocated to the business prior to Q1 2013. (m) Represents the cash cost for pre‐publication investment during the period excluding discontinued operations.

30 MHE Segment Detail

($ in millions) Year Ended Nine Months Ended LTM 12/31/13 12/31/14 12/31/15 12/31/16 9/30/16 9/30/17 9/30/17 Billings Higher Education $811 $838 $825 $736 $562 $574 $747 K‐12 677 734 798 758 704 680 735 International 355 336 308 295 203 191 283 Professional 125 127 123 122 81 80 121 Other 2452 11 2 Billings $1,970 $2,039 $2,058 $1,913 $1,551 $1,527 $1,888 Change in deferred revenue (152) (207) (229) (173) (211) (205) (167) Revenue $1,818 $1,833 $1,829 $1,740 $1,340 $1,321 $1,721 Adjusted EBITDA before Pre‐publication investment Higher Education $319 $326 $325 $263 $212 $228 $279 K‐12 131 156 180 173 234 217 157 International 54484036166 26 Professional 43 48 42 42 21 25 45 Other 11 (12) (1) (2) (2) 3 4 Adjusted EBITDA before Pre‐publication investment $557 $565 $584 $513 $480 $478 $511 Pre‐publication investment cash costs (122) (87) (99) (90) (55) (74) (108) Adjusted EBITDA $435 $478 $486 $423 $425 $405 $402

Adjusted EBITDA Higher Education $275 $296 $295 $234 $194 $204 $243 K‐12 75 118 127 138 210 181 109 International 423833197 (2)10 Professional 32 38 32 34 16 19 37 Other 11 (12) (1) (2) (2) 3 4 Adjusted EBITDA $435 $478 $486 $423 $425 $405 $402

31 Financial Terms and Acronyms

Financial Terms Description

Non‐GAAP financial measure that includes adjustments required or permitted in calculating covenant compliance under our debt agreements. Adjusted EBITDA is a non‐GAAP financial measure defined as net income from continuing operations plus net interest, income taxes, depreciation Adjusted EBITDA and amortization (including amortization of pre‐publication investment cash costs) and adjusted to exclude unusual items and other adjustments required or permitted in calculating covenant compliance under our debt agreements less cash spent for pre‐publication investment in addition to the change in deferred revenue.

Billings (formerly Non‐GAAP financial measure that we define as U.S. GAAP revenue plus the net change in deferred revenue excluding the impact of purchase referred to as Adjusted accounting. Billings, a measure used by management to assess sales performance, is defined as the total amount of revenue that would have been Revenue) recognized in a period if all revenue were recognized immediately at the time of sale.

The Company receives cash up‐front for most product sales but recognizes revenue (primarily related to digital sales) over time recording a liability Change in Deferred for deferred revenue at the time of sale. This adjustment represents the net effect of converting deferred revenues to a cash basis assuming the Revenue collection of all receivable balances.

Change in Deferred Represents royalties primarily associated with digital sales which are deferred and amortized over the subscription period. It is the net effect of Royalty converting deferred royalties to a cash basis assuming the payment of all amounts owed in the period incurred.

Digital Billings (formerly Represents standalone digital sales and, where digital product is sold in a bundled arrangement, only the value attributed to the digital referred to as Digital component(s) is included. The attribution of value in bundled arrangements is based on relative selling prices (inclusive of discounts). Adjusted Revenue)

EBITDA Earnings before interest (net), income tax, depreciation and amortization.

Front‐list represents brand new titles and new revisions of existing titles previously published. For example, the 2017 front‐list represents 2018 Front‐list and Back‐list and 2017 copyrights sold in 2017. Back‐list represents copyrights from 2016 and prior sold in 2017.

Net Sales Gross sales less actual returns; net sales are not adjusted for the impact of accruals / net change in deferred revenue.

Pre‐publication costs reflect the costs incurred in the development of instructional solutions, principally design and content creation. These costs Pre‐publication are capitalized when the title is expected to generate future economic benefits and are amortized upon publication of the title over its estimated Investment useful life of up to six years.

Sell‐through Represents the percentage of net sales a new or revised title generates vs. prior editions of the same title.

KPI Terms Description

A user who accesses a purchased digital product for the first time. Access can be through a physical access card purchased from a bookstore or Paid Activation directly over MHE’s e‐commerce channel.

Unique User on a An individual who authenticates a product at least once during a given period of time. platform

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