McGraw Hill Inc

This prospectus 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 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. They appear in a number of places throughout this prospectus, including in the sections entitled “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” 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. Our expectations, beliefs and projections are expressed in good faith, and we believe there is a reasonable basis for them, however; 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 developments in the industry in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. 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 prospectus, 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 prospectus 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.

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 prospectus. Such risks, uncertainties and other important factors include, among others, the risks, uncertainties and factors set forth above under “Risk Factors,” and the following:

•the incurrence of substantial costs in connection with this offering;

•the competition our products and services face;

•our investments in new products and distribution channels and entry into new markets;

•our failure to win new adoptions or reductions in anticipated levels of federal, state and local education funding available;

•the order patterns and payment schedules of customers and high degree of seasonality related to our business;

•changes in policy and funding shifts, including the potential reorganization or dismantlement of the U.S. Department of Education, and the impact on our cost of development and implementation strategies;

•the effect of various political and economic issues and our ability to comply with laws and regulations we are subject to, both in the United States and internationally;

•our ability to adjust to developments in the economic or regulatory environment;

•increased availability of other free or inexpensive products and customer expectations related to lower prices;

•current and potential litigation involving us;

•malfunction or intentional hacking of our technological systems;

•compliance with privacy, accessibility and other laws and adequate protection of personal data;

•defects in and an increase in unauthorized copying and distribution of our products;

•our ability to defend challenges to our intellectual property rights in our products;

•a material and sustained reduction in enrollment at colleges and universities;

•our reliance on third-party distributors and the effects of consolidation in the distribution and retail channels;

•costs and supply of paper products;

•large returns or changes in customer and/or reseller orders;

•our ability to retain and attract qualified authors, employees and key personnel;

•the global nature of our business, including the various laws and regulations applicable to us and fluctuations between foreign currencies and the U.S. dollar, including the imposition of new or increased tariffs or export controls;

•general economic conditions, including industry and market conditions, inflationary pressures, interest rate fluctuations and volatility;

•our financing efforts, including our financial leverage and outstanding indebtedness;

•our ability to make accurate assumptions or estimations in preparing our financial statements and our ability to correctly implement any required changes based on such assumptions or estimations;

•our ownership structure;

•rapidly changing expectations and standards on various environmental, social and governance matters and initiatives;

•our stock price may be volatile and you may not be able to sell shares at or above the price at which you executed your purchase;

•we do not anticipate paying dividends or repurchasing shares in the foreseeable future;

•our dependence upon McGraw-Hill Education, Inc. and its controlled subsidiaries for our results of operations, cash flows and distributions; and

•our status as a “controlled company” and the extent to which Platinum’s interests following this offering conflict with our or your interests.