McGraw Hill, Inc.
For the period ended Sep 30, 2025. Filed Nov 12, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 12, 2025
MH$10.86-3.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001628280-25-040280
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-12.
0001951070-25-000009
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 200 previous paragraphs and 237 current paragraphs.
86 unchanged; 61 reworded; 79 added; 51 removed; 2 previous and 11 current paragraphs rearranged.
Tables are not compared: 15 previous and 18 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (79)
Current report
Recent Transactions
Current report
A&E Term Loan Facility
Current report
On October 16, 2025, the Company prepaid $150.0 million of principal outstanding under its A&E Term Loan Facility.
Current report
New York Office Sublease
Current report
In October 2025, the Company entered into a sublease agreement for a portion of its New York office space. The sublease is scheduled to commence in March 2026, with total sublease income of approximately $33.0 million over the term of the agreement. The sublease expires in 2035, which corresponds to the remaining term of the Company’s master lease for the premises.
Current report
•higher digital Transactional Revenue of approximately $9.6 million, primarily due to growth in Inclusive Access sales; partially offset by
Current report
•lower print Transactional Revenue of approximately $3.0 million, primarily due to the continued adoption of digital products.
Current report
Global Professional revenue for the three months ended September 30, 2025 and 2024 was $39.8 million and $40.4 million, respectively, representing a decrease of $0.6 million, or 1.5%. The decrease was primarily due to lower Transactional Revenue of approximately $1.9 million, reflecting the continued execution of the strategic initiative to sunset non-core print titles and to focus on core digital re-occurring products. This decrease was partially offset by an increase in digital Re-occurring Revenue of approximately $1.3 million.
Current report
•lower royalty costs of approximately $1.1 million, primarily due to lower royalties in the K-12 and International segments resulting from a decrease in revenue, partially offset by higher royalty costs in the Higher Education segment, resulting from changes in the product sales mix and the timing of deferred royalty cost recognition, consistent with the growth in Re-occurring Revenue.
Current report
Operating and administrative expenses for the three months ended September 30, 2025 and 2024 was $299.5 million and $277.6 million, respectively, representing an increase of $21.9 million, or 7.9%. The increase was primarily due to:
Current report
•higher stock-based compensation of approximately $31.1 million, due to the recognition of cumulative stock-based compensation expense in connection with the Company’s IPO;
Current report
•higher salaries and wages of approximately $7.3 million, primarily due to an annual merit-based compensation increase; and
Current report
•lower selling and marketing expense of approximately $6.5 million, driven by lower depository and sales force sales commission, due to the decrease in revenue primarily resulting from a smaller market opportunity in the K-12 segment;
Current report
•a gain of approximately $2.6 million, resulting from the settlement of a copyright infringement litigation in the current period;
Current report
•lower temporary labor cost of approximately $1.7 million, resulting from reduced contractor usage in the current period, driven by lower revenue.
Current report
During the three months ended September 30, 2025, we recorded a loss on extinguishment of debt of$16.4 million, inclusive of the accelerated amortization of unamortized debt discount and deferred financing costs, in connection with the repayment of$385.7 million of debt outstanding under the A&E Term Loan Facility upon the closing of the Company's IPO on July 25, 2025.
Current report
During the three months ended September 30, 2024, in connection with the 2024 Refinancing Transactions, we recorded a loss on extinguishment of debt of $2.7 million, inclusive of write-offs of then-existing unamortized debt discount and deferred financing fees of $1.0 million and $0.3 million, respectively, and new debt discount fees of $1.4 million.
Current report
Income tax provision (benefit) for the three months ended September 30, 2025 and 2024 was $(21.1) million and $(37.2) million, respectively, and the effective tax rate was (25.0)% and (38.6)%, respectively.
Current report
For the three months ended September 30, 2025, the effective tax rate differed from the statutory rate due to the expected decrease in the valuation allowance on domestic deferred tax assets due to the enactment of H.R. 1, commonly referred to as the One Big Beautiful Bill Act ("OBBBA"), on July 4, 2025. The acceleration of deductibility of software development, interest, and tangible personal property expenditures is expected to significantly reduce our domestic income tax payable for the fiscal year ending March 31, 2026. In addition, a valuation allowance continues to be recorded against certain foreign net deferred tax assets.
Current report
•a decrease in revenue of approximately $45.5 millionas discussed under “—Consolidated Operating Results for the Three Months Ended September 30, 2025 and 2024—K-12”; partially offset by
Current report
•lower manufacturing, royalty, freight and other direct fulfillment costsof approximately $18.3 million, attributable to lower Transactional Revenue from print offerings;
Current report
•lower allocation of shared corporate costs of approximately $6.6 million, driven by current period factors such as revenue, headcount and the allocable cost base; and
Current report
•lower selling and marketing expense driven by lower depository and sales force sales commission of approximately $7.0 million, due to the decrease in revenue resulting from a smaller market opportunity in the current period.
Current report
•higher allocation of shared corporate costs of approximately $4.8 million, driven by current period factors such as revenue, headcount and the allocable cost base;
Current report
•higher allowance for credit losses of approximately $2.2 million, due to the increase in the accounts receivable balance of customers with higher risk characteristics;
Current report
•higher selling and marketing expense, driven by higher sales force sales commission of approximately $0.7 million, consistent with the growth in revenue.
Current report
Global Professional Adjusted EBITDA for the three months ended September 30, 2025 and 2024 was $11.5 million and $12.9 million, respectively, representing a decrease of $1.4 million or 11.2%. The decrease wasprimarily due to higher manufacturing cost of approximately $0.8 million, driven by product sales mix, higher salaries and wages of approximately $0.7 million, primarilydue to an annual merit-based compensation increase, and thedecrease in revenue of $0.6 millionas discussed under “—Consolidated Operating Results for the Three Months Ended September 30, 2025 and 2024—Global Professional”. This decrease waspartially offset bylower allocation of shared corporate costs of approximately $0.8 million, driven by current period factors such as headcount, revenue and the allocable cost base.
Current report
International Adjusted EBITDA for the three months ended September 30, 2025 and 2024 was $7.4 million and $11.2 million, respectively, representing a decrease of $3.9 million, or 34.3%. The decrease was primarily due to:
Current report
•higher salaries and wages of approximately $0.7 million, primarily due to an annual merit-based compensation increase; partially offset by
Current report
•lower manufacturing and royalty costs of approximately $1.8 million, attributable to lower Transactional Revenue from print sales.
Current report
Consolidated Operating Results for the Six Months Ended September 30, 2025 and 2024
Current report
Revenue
Current report
Revenue for the six months ended September 30, 2025 and 2024 was $1,204.9 million and $1,211.5 million, respectively, representing a decrease of $6.6 million, or 0.5%. The decrease was driven by the segment factors described below.
Current report
K-12 revenue for the six months ended September 30, 2025 and 2024 was $630.1 million and $679.5 million, respectively, representing a decrease of $49.4 million, or 7.3%. The decrease was primarily attributable to lower Transactional Revenue of approximately $72.2 million, driven by a smaller market opportunity in the current period. This decrease was partially offset by an increase in Re-occurring Revenue of approximately $22.8 million, primarily due to the timing of deferred revenue recognition associated with prior year sales in the California, Texas and Florida markets.
Current report
Higher Education revenue for the six months ended September 30, 2025 and 2024 was $395.3 million and $346.7 million, respectively, representing an increase of $48.6 million, or 14.0%. The increase was primarily due to:
Current report
•higher Re-occurring Revenue of approximately $29.6 million, due to the timing of deferred revenue recognition associated with the increased adoption of digital products, including 37% growth in Inclusive Access sales, market share gains, continued growth in U.S. enrollments and price increases; and
Current report
International revenue for the six months ended September 30, 2025 and 2024 was $101.8 million and $113.5 million, respectively, representing a decrease of $11.7 million, or 10.3%. The decrease was driven by lower Transactional Revenue and Re-occurring Revenue of approximately $8.7 million and $3.0 million, respectively, as a result of a smaller market opportunity in Spain and lower enrollments in Canada.
Current report
Cost of sales (excluding depreciation and amortization) for the six months ended September 30, 2025 and 2024 was $262.5 million and $278.6 million, respectively, representing a decrease of $16.2 million, or 5.8%. The decrease was primarily due to:
Current report
Operating and Administrative Expenses
Current report
Operating and administrative expenses for the six months ended September 30, 2025 and 2024 was $541.0 million and $523.9 million, respectively, representing an increase of $17.2 million, or 3.3%. The increase was primarily due to:
Showing the first 40 of 79 passages. Open the source sections for the rest.
Removed paragraphs (51)
Previous report
In December 2022, we acquired substantially all of the assets of Ryan Medical Education LLC, d/b/a Boards & Beyond (the "Boards and Beyond Acquisition"), a leader in supporting medical students with on-demand video libraries and question banks designed to help students efficiently learn the fundamentals of medical basic sciences and clinical medicine. This acquisition provided a springboard for our undergraduate medical education expansion strategy.
Previous report
Operating and administrative expenses for the three months ended June 30, 2025 and 2024 was $241.5 million and $246.3 million, respectively, representing a decrease of $4.7 million, or 1.9%. The decrease was primarily due to:
Previous report
•lower general and administrative expense of approximately $2.8 million, primarily attributable to the absence of certain one-time implementation charges, as well as transaction and integration costs that were incurred in the prior-year period; and
Previous report
•higher research and development expense of approximately $7.9 million, reflecting continued investment in platform enhancements and product development initiatives; and
Previous report
•higher depository sales commission within K-12 of approximately $3.2 million, due to the mix of state product sales.
Previous report
•lower allocation of shared corporate costs of approximately $8.3 million, driven by current period factors such as headcount, revenue and the allocable cost base; and
Previous report
•lower promotional sample expense of approximately $0.6 million, due to smaller K-12 market opportunities in fiscal year 2026; partially offset by
Previous report
•higher depository sales commission of approximately $3.2 million, due to state sales product mix.
Previous report
•higher royalty costs of approximately $3.4 million, consistent with the growth in revenue;
Previous report
•higher allocation of shared corporate costs of approximately $3.1 million, driven by current period factors such as headcount, revenue and the allocable cost base;
Previous report
•higher hosting and other direct charges of approximately $2.7 million, consistent with the growth in digital revenue;
Previous report
•higher salaries and wages of approximately $2.0 million, primarilydue to an annual merit-based compensation increase; and
Previous report
Global Professional Adjusted EBITDA for the three months ended June 30, 2025 and 2024 was $11.3 million and $10.2 million, respectively, representing an increase of $1.1 million or 10.9%. The increase wasprimarily due to a lower allocation of shared corporate costs of approximately $1.0 million, driven by current period factors such as headcount, revenue and the allocable cost base. This increase waspartially offset by a decrease in revenue of $0.1 millionas discussed under “—Consolidated Operating Results for the Three Months Ended June 30, 2025 and 2024—Global Professional”.
Previous report
International Adjusted EBITDA for the three months ended June 30, 2025 and 2024 was $7.2 million and $12.9 million, respectively, representing a decrease of $5.7 million, or 44.1%. The decrease was primarily due to:
Previous report
•higher allocation of shared corporate costs of approximately $1.8 million, driven by current period factors such as headcount, revenue and the allocable cost base; partially offset by
Previous report
•lower manufacturing, royalty and freight cost of approximately $3.1 million, attributable to lower Transactional Revenue from print sales.
Previous report
On July 30, 2021, McGraw-Hill Education, Inc. and certain subsidiaries entered into that certain Credit Agreement (the “Cash Flow Credit Agreement”) which provided for (i) an initial $1,550.0 million term loan facility (the “Term Loan Facility”) and (ii) an initial $150.0 million revolving credit facility (the “Cash Flow Revolving Credit Facility”). On November 1, 2021, we borrowed an additional $575.0 million under the Term Loan Facility pursuant to an incremental amendment to the Cash Flow Credit Agreement to finance certain transactions.
Previous report
In June 2023, McGraw-Hill Education, Inc. and certain subsidiaries entered into an amendment to the Cash Flow Credit Agreement, which, among other things, replaced LIBOR with Term SOFR (of terms of one, three or six months), or if available and agreed to by such parties as specified in such agreement, other periods of twelve months or less than one month, in the case of the Cash Flow Revolving Credit Facility, with a credit spread adjustment of 0.10% for all interest periods, and in the case of the Term Loan Facility, with a credit spread adjustment of 0.11448% (one-month interest period), 0.26161% (three-months interest period), 0.42826% (six-months interest period) and 0.71513% (twelve-months interest period).
Previous report
On February 6, 2025, McGraw-Hill Education, Inc. and certain subsidiaries entered into an amendment to the Cash Flow Credit Agreement. Pursuant to this amendment, we repriced our existing A&E Term Loan Facility with replacement term loans in an aggregate principal amount of $1,213.7 million. The A&E Term Loan Facility following the repricing has substantially the same terms as the existing A&E Term Loan Facility, including the same maturity date of August 2031, except that the A&E Term Loan Facility following the repricing provided for a reduced applicable margin on Term SOFR of 75 basis points. The A&E Term Loan Facility matures on August 6, 2031 and is subject to 1% annual amortization payable in equal quarterly installments.
Previous report
The interest rate applicable to borrowings under the A&E Cash Flow Credit Facilities is, at McGraw-Hill Education, Inc.'s option, either (1) the base rate, subject to a floor of 1.50% per annum, plus an applicable margin (which is 2.25% for the A&E Term Loan Facility following the repricing, 3.00% for the Non-Extended Cash Flow Revolver Facility and 3.00% for the A&E Cash Flow Revolving Facility) or (2) Term SOFR (or for the A&E Cash Flow Revolving Facility borrowings in permitted alternative currencies, such other permitted alternative currency rate) subject to a floor of 0.50% per annum plus an applicable margin (which is 3.25% for the A&E Term Loan Facility following the repricing, 4.00% for the Non-Extended Cash Flow Revolver Facility and 4.00% for the A&E Cash Flow Revolving Facility). As of June 30, 2025, the interest rate for the A&E Term Loan Facility was 7.577% per annum.
Previous report
The following fees are applicable under the A&E Cash Flow Revolving Facility and the Non-Extended Cash Flow Revolver Facility: (a) an unused line fee of 0.50% per annum of the unused portion of the A&E Cash Flow Revolving Facility and the Non-Extended Cash Flow Revolver Facility (in each case, excluding any swingline loans), (b) a letter of credit participation fee accruing at a rate equal to the interest rate margin applicable to Term SOFR under the A&E Cash Flow Revolving Facility borrowings on the aggregate stated amount of each letter of credit (c) a letter of credit ("LC") fronting fee of 0.125% on the average amount of LC exposure of such issuing bank and (d) certain other customary fees and expenses of the lenders, letter of credit issuers and agents thereunder. In addition, the A&E Term Loan Facility was issued at a discount of 0.25%. As of June 30, 2025, the unamortized debt discount and deferred financing cost were $41.6 million and $7.9 million, respectively, which are amortized over the term of the facility using the effective interest rate method.
Previous report
All obligations under the Cash Flow Credit Agreement continue to be guaranteed by, and secured by a lien on the assets of, the direct parent of McGraw-Hill Education, Inc. and all of McGraw-Hill Education, Inc.'s direct and indirect wholly owned U.S. subsidiaries (subject to certain customary exceptions, including exceptions based on immateriality thresholds of aggregate assets and revenue of excluded U.S. subsidiaries). The lien securing the obligations under the Cash Flow Credit Agreement is a second-priority lien with respect to accounts receivable, inventory and certain other current assets (second in priority to the lien securing the A&E ABL Revolving Credit Facilities) and a first-priority lien with respect to other assets, in each case, subject to other permitted liens. The A&E Cash Flow Credit Facilities are secured pari passu with the 2022 Secured Notes and the 2024 Secured Notes.
Previous report
The Cash Flow Credit Agreement requires the maintenance of a maximum Consolidated First Lien Net Leverage Ratio, on the last day of any fiscal quarter when aggregate exposures exceed 40% of total revolving commitments (subject to certain exclusions, including issued or undrawn letters of credit), of no greater than 6.95 to 1.00, tested for the four fiscal quarter period ending on such date.
Previous report
The Cash Flow Credit Agreement also includes customary mandatory prepayment requirements with respect to the term loans under the A&E Term Loan Facility based on certain events such as asset sales, debt issuances and defined levels of excess cash flow.
Previous report
The Cash Flow Credit Agreement contains customary covenants, including, but not limited to, restrictions on the ability of McGraw-Hill Education, Inc. and McGraw-Hill Education, Inc.'s restricted subsidiaries to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, pay dividends or make other restricted payments, make investments, sell or otherwise transfer assets, optionally prepay or modify terms of certain junior indebtedness, enter into transactions with affiliates or certain burdensome agreements, create certain restrictions on subsidiaries, modify our governing documents, certain junior debt documents or change our line of business.
Previous report
The Cash Flow Credit Agreement provides that, upon the occurrence of certain events of default, McGraw-Hill Education, Inc.’s obligations thereunder may be accelerated. Such events of default include payment defaults to the lenders thereunder, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, voluntary and involuntary bankruptcy proceedings, material money judgments, material pension plan events, certain change of control events and other customary events of default subject to certain materiality levels, default triggers and cure and grace periods.
Previous report
The fair value of the outstanding A&E Term Loan Facility was approximately $1,158.6 million as of June 30, 2025. As of June 30, 2025, the remaining contractual life of the A&E Term Loan Facility was approximately 6.2 years.
Previous report
On July 30, 2021, McGraw-Hill Education, Inc. and certain subsidiaries entered into that certain Revolving Credit Agreement (the “ABL Revolving Credit Agreement”) which provided for (i) a $165.0 million U.S. revolving credit facility, subject to U.S. borrowing base capacity (the “U.S. ABL Revolving Credit Facility”) and (ii) a $35.0 million non-U.S. revolving credit facility, subject to non-U.S. borrowing base capacity (the “RoW ABL Revolving Credit Facility” and, together with the U.S. ABL Revolving Credit Facility, the “ABL Revolving Credit Facilities”).
Previous report
In April 2023, McGraw-Hill Education, Inc. and certain of its subsidiaries entered into an amendment to the ABL Revolving Credit Agreement, which, among other things, replaced LIBOR with Term SOFR (of terms of one, three or six months, or if available and agreed to by such parties as specified in such agreement, other periods of twelve months or less than one month, with a credit spread adjustment of 0.10% for all interest periods). Subsequently, in May 2024, McGraw-Hill Education, Inc. and certain of its subsidiaries entered into an amendment to the ABL Revolving Credit Agreement which replaced CDOR with Term CORRA (of terms of one or three months) with a credit spread adjustment of 0.29547% for a one month interest period and 0.32138% for an interest period of three months for any borrowings denominated in Canadian dollars.
Previous report
The interest rate applicable to borrowings under the A&E ABL Revolving Credit Facilities is, at McGraw-Hill Education, Inc.'s option, either (1) the base rate, subject to a floor of 1.50% per annum, plus an applicable margin or (2) Term SOFR (subject to a credit spread adjustment), SONIA (subject to a credit spread adjustment), EURIBOR, Term CORRA (subject to a credit spread adjustment), BBSY or BKBM (in each case, as defined in the A&E ABL Revolving Credit Facilities), in each case, plus an applicable margin. The applicable margin is based on average availability under the ABL Revolving Credit Agreement at such time, and ranges from 1.25% to 1.75% for non-base rate loans and 0.25% to 0.75% for base rate loans. The interest rate on borrowings under the A&E ABL Revolving Credit Facilities is subject to a Term SOFR (or such other permitted alternative currency rate) floor of 0% per annum.
Previous report
The following fees are applicable under the A&E ABL Revolving Credit Facilities: (a) an unused line fee of (i) 0.250% per annum of the unused portion of any A&E ABL Revolving Credit Facilities (excluding any swingline loans) when the average daily unused portion of such A&E ABL Revolving Credit Facilities is less than or equal to 50% of the aggregate commitments under such A&E ABL Revolving Credit Facilities or (ii) 0.375% per annum of the unused portion of any A&E ABL Revolving Credit Facilities (excluding any swingline loans) when the average daily unused portion of such A&E ABL Revolving Credit Facilities is greater than 50% of the aggregate commitments under such A&E ABL Revolving Credit Facilities, (b) a letter of credit participation fee accruing at a rate equal to the interest rate margin applicable to Term SOFR borrowings on the aggregate stated amount of each letter of credit and (c) certain other customary fees and expenses of the lenders, letter of credit issuers and agents thereunder.
Previous report
All obligations under the A&E U.S. ABL Revolving Credit Facility continue to be guaranteed by, and secured by a lien on the assets of, the direct parent of McGraw-Hill Education, Inc. and all of McGraw-Hill Education, Inc.'s direct and indirect wholly owned U.S. subsidiaries (subject to certain customary exceptions, including exceptions based on immateriality thresholds of aggregate assets and revenue of excluded U.S. subsidiaries).
Previous report
The lien securing the obligations under the A&E ABL Revolving Credit Facilities is a first-priority lien with respect to cash and cash equivalents, accounts receivable, inventory and certain other current and foreign assets, and a second-priority lien with respect to other assets (second in priority to the liens securing the A&E Cash Flow Credit Facilities, the 2022 Secured Notes and the 2024 Secured Notes). In addition to the U.S. obligors, the obligations under the A&E RoW ABL Revolving Credit Facility continue to be additionally guaranteed by, and secured by a lien on, the assets of certain foreign subsidiaries.
Previous report
The ABL Revolving Credit Agreement contains customary covenants, including, but not limited to, restrictions on the ability of McGraw-Hill Education, Inc. and McGraw-Hill Education, Inc.'s restricted subsidiaries to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances or investments, pay dividends or make other restricted payments, sell or otherwise transfer assets, optionally prepay or modify terms of certain junior indebtedness, enter into transactions with affiliates or certain burdensome agreements, create certain restrictions on subsidiaries, modify our governing documents, certain junior debt documents or change our line of business.
Previous report
The ABL Revolving Credit Agreement requires the maintenance of a minimum Consolidated Fixed Charge Coverage Ratio (as set forth in the ABL Revolving Credit Agreement), on any date when Adjusted Availability (as such term is defined in the ABL Revolving Credit Agreement) is less than the greater of (a) 10% of the Line Cap (as such term is defined in the ABL Revolving Credit Agreement) and (b) $18.8 million, of at least 1.00 to 1.00, tested for the four fiscal quarter period ending on the last day of the most recently ended fiscal quarter for which financials have been delivered, and at the end of each succeeding fiscal quarter thereafter until the date on which Adjusted Availability has exceeded the greater of (a) 10% of the Line Cap and (b) $18.8 million for 30 consecutive calendar days.
Previous report
The ABL Revolving Credit Agreement provides that, upon the occurrence of certain events of default, McGraw-Hill Education, Inc.’s (and other co-borrowers') obligations thereunder may be accelerated and the lending commitments terminated. Such events of default include payment defaults to the lenders thereunder, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, voluntary and involuntary bankruptcy proceedings, material money judgments, material pension plan events, certain change of control events and other customary events of default, subject to certain materiality levels, default triggers and cure and grace periods.
Previous report
We incurred undrawn fees of $0.2 million on unutilized commitments related to the ABL Revolving Credit Facilities for the three months ended June 30, 2024, and undrawn fees of $0.3 million on unutilized commitments related to the A&E ABL Revolving Credit Facilities for the three months ended June 30, 2025. As of June 30, 2025, the unamortized deferred financing costs was $3.6 million, which are amortized over the term of the agreement on a straight-line basis. This is included within Other non-current assets in the consolidated balance sheets.
Previous report
We may redeem the 2024 Secured Notes at its option at certain redemption prices with respect to such series.
Previous report
All obligations under the 2024 Secured Notes are guaranteed by, and secured by a lien on the assets of, the direct parent of McGraw-Hill Education, Inc. and all of McGraw-Hill Education, Inc.'s direct and indirect wholly owned U.S. subsidiaries (subject to certain customary exceptions, including exceptions based on immateriality thresholds of aggregate assets and revenue of excluded U.S. subsidiaries). The lien securing the obligations under the 2024 Secured Notes is a second-priority lien with respect to accounts receivable, inventory and certain other current assets (second in priority to the lien securing the A&E ABL Revolving Credit Facilities) and a first-priority lien with respect to other assets, in each case, subject to other permitted liens. The 2024 Secured Notes are secured pari passu with the A&E Cash Flow Credit Facilities and 2022 Secured Notes.
Previous report
The Indenture governing the 2024 Secured Notes contains certain customary negative covenants and events of default, including, among other things and subject to certain significant exceptions and qualifications, limitations on the ability of the Company and its restricted subsidiaries to incur additional indebtedness and guarantee indebtedness; pay dividends or make other distributions in respect of, or repurchase or redeem, its capital stock; prepay, redeem or repurchase certain debt; issue certain preferred stock or similar equity securities; make loans and investments; sell assets; incur liens; enter into agreements containing prohibitions affecting its subsidiaries’ ability to pay dividends; enter into transactions with affiliates; and consolidate, merge or sell all or substantially all of its assets.
Showing the first 40 of 51 passages. Open the source sections for the rest.
Reworded paragraphs (61)
Previous wording
The following discussion and analysis of our results of operations and financial condition should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and the related notes and the discussion under the heading “Management's Discussion and Analysis of Financial Condition and Results of Operations” for the fiscal year ended March 31, 2025 included in our final prospectus filed with the SEC on July 24, 2025 (the “Prospectus”). This discussion may contain forward-looking statements that involve risks and uncertainties, including, but not limited to, those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included in the Prospectus and elsewhere in this Quarterly Report on Form 10-Q. Our actual results could differ materially from such forward-looking statements. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Current wording
The following discussion and analysis of our results of operations and financial condition should be read in conjunction with the unaudited consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and the related notes and the discussion under the heading “Management's Discussion and Analysis of Financial Condition and Results of Operations” for the fiscal year ended March 31, 2025 included in our final prospectus filed with the SEC on July 24, 2025 (the “Prospectus”). This discussion may contain forward-looking statements that involve risks and uncertainties, including, but not limited to, those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included in the Prospectus and elsewhere in this Quarterly Report on Form 10-Q. Our actual results could differ materially from such forward-looking statements. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Previous wording
For the three months ended June 30, 2025 and 2024, we generated revenue of $535.7 million and $523.0 million, respectively, and a net income (loss) of $0.5 million and $(9.4) million, respectively. For the three months ended June 30, 2025 and 2024, we generated Adjusted EBITDA of $191.4 million and $178.6 million, respectively. See “—Key Operating Metrics” and “—Non-GAAP Financial Measures.”
Current wording
For the six months ended September 30, 2025 and 2024, we generated revenue of $1,204.9 million and $1,211.5 million, respectively, and a net income (loss) of $105.8 million and $124.0 million, respectively. For the six months ended September 30, 2025 and 2024, we generated Adjusted EBITDA of $477.8 million and $468.9 million, respectively. See “—Key Operating Metrics” and “—Non-GAAP Financial Measures.”
Previous wording
Our K-12 segment represented 51% and 53% of total revenue for the three months ended June 30, 2025 and 2024, respectively. Our Higher Education segment represented 34% and 31% of total revenue for the three months ended June 30, 2025 and 2024, respectively. Our Global Professional segment represented 7% of total revenue for each of the three months ended June 30, 2025 and 2024, respectively. Our International segment represented 10% and 11% of total revenue for the three months ended June 30, 2025 and 2024, respectively. The remaining total revenue relates to adjustments made for in-transit product sales, which are included in the segment “Other.”
Current wording
Our K-12 segment represented 52% and 56% of total revenue for the six months ended September 30, 2025 and 2024, respectively. Our Higher Education segment represented 33% and 29% of total revenue for the six months ended September 30, 2025 and 2024, respectively. Our Global Professional segment represented 6% of total revenue for each of the six months ended September 30, 2025 and 2024, respectively. Our International segment represented 8% and 9% of total revenue for the six months ended September 30, 2025 and 2024, respectively. The remaining total revenue relates to adjustments made for in-transit product sales, which are included in the segment “Other.”
Previous wording
Re-occurring Revenue represents 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 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. For the three months ended June 30, 2025 and 2024, Re-occurring Revenue represented approximately 72% and 69% of total revenue, respectively.
Current wording
Re-occurring Revenue represents 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 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. For the six months ended September 30, 2025 and 2024, Re-occurring Revenue represented approximately 67% and 63% of total revenue, respectively.
Previous wording
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. For the three months ended June 30, 2025 and 2024, Transactional Revenue represented approximately 28% and 31% of total revenue, respectively.
Current wording
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. For the six months ended September 30, 2025 and 2024, Transactional Revenue represented approximately 33% and 37% of total revenue, respectively.
Previous wording
Re-occurring Revenue and Transactional Revenue for the Three Months Ended June 30, 2025 and 2024
Current wording
Re-occurring Revenue and Transactional Revenue for the Three and Six Months Ended September 30, 2025 and 2024
Previous wording
The following tables set forth certain consolidated financial information for the three months ended June 30, 2025 and 2024. The following tables and discussion should be read in conjunction with the information contained in our consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q.
Current wording
The following tables set forth certain consolidated financial information for the three months ended September 30, 2025 and 2024. The following tables and discussion should be read in conjunction with the information contained in our unaudited consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q.
Previous wording
Revenue for the three months ended June 30, 2025 and 2024 was $535.7 million and $523.0 million, respectively, representing an increase of $12.8 million, or 2.4%. The increase was driven by the segment factors described below.
Current wording
Revenue for the three months ended September 30, 2025 and 2024 was $669.2 million and $688.6 million, respectively, representing a decrease of $19.4 million, or 2.8%. The decrease was driven by the segment factors described below.
Previous wording
K-12 revenue for the three months ended June 30, 2025 and 2024 was $270.9 million and $274.8 million, respectively, representing a decrease of $3.9 million, or 1.4%. The decrease was primarily attributable to lower Transactional Revenue of approximately $20.7 million, driven by lower market opportunities in the current period. This decrease was partially offset by an increase in Re-occurring Revenue of approximately $16.8 million, primarily due to the timing of deferred revenue recognition associated with prior year sales in the Texas and Florida markets.
Current wording
K-12 revenue for the three months ended September 30, 2025 and 2024 was $359.1 million and $404.6 million, respectively, representing a decrease of $45.5 million, or 11.2%. The decrease was primarily attributable to lower Transactional Revenue of approximately $51.4 million, driven by a smaller market opportunity in the current period. This decrease was partially offset by an increase in Re-occurring Revenue of approximately $5.9 million, primarily due to the timing of deferred revenue recognition associated with prior year sales in the California, Texas and Florida markets.
Previous wording
Higher Education revenue for the three months ended June 30, 2025 and 2024 was $182.4 million and $159.8 million, respectively, representing an increase of $22.5 million, or 14.1%. The increase was primarily due to:
Current wording
Higher Education revenue for the three months ended September 30, 2025 and 2024 was $213.0 million and $186.9 million, respectively, representing an increase of $26.1 million, or 14.0%. The increase was primarily due to:
Previous wording
•higher digital Re-occurring Revenue of approximately $10.1 million, due to the timing of deferred revenue recognition associated with the increased adoption of digital products in the prior year, which were driven by a more than 30% increase in Inclusive Access sales, continued growth in U.S. enrollments, market share gains and higher customer retention; and
Current wording
•higher Re-occurring Revenue of approximately $19.5 million, due to the timing of deferred revenue recognition associated with the increased adoption of digital products, including 37% growth in Inclusive Access sales, market share gains, continued growth in U.S. enrollments and price increases; and
Previous wording
International revenue for the three months ended June 30, 2025 and 2024 was $51.5 million and $58.3 million, respectively, representing an decrease of $6.8 million, or 11.7%. The decrease was driven by lower Transactional Revenue and Re-occurring Revenue of approximately $4.9 million and $2.0 million, respectively, as a result of lower market opportunities in the Middle East and Asia markets.
Current wording
International revenue for the three months ended September 30, 2025 and 2024 was $50.3 million and $55.2 million, respectively, representing a decrease of $4.8 million, or 8.8%. The decrease was driven by lower Transactional Revenue and Re-occurring Revenue of approximately $3.8 million and $1.0 million, respectively, as a result of a smaller market opportunity in Spain and lower enrollments in Canada.
Previous wording
Cost of sales (excluding depreciation and amortization) for the three months ended June 30, 2025 and 2024 was $123.4 million and $125.3 million, respectively, representing a decrease of $1.9 million, or 1.5%. The decrease was primarily due to:
Current wording
Cost of sales (excluding depreciation and amortization) for the three months ended September 30, 2025 and 2024 was $139.1 million and $153.4 million, respectively, representing a decrease of $14.3 million, or 9.3%. The decrease was primarily due to:
Previous wording
•lower manufacturing, freight and other direct fulfillment costsof approximately $11.4 million, attributable to lower Transactional Revenue from print offerings;
Current wording
•lower manufacturing, freight and other direct fulfillment costsof approximately $13.1 million, primarily attributable to lower Transactional Revenue from print offerings in the K-12 and International segments due to smaller market opportunities in the current period; and
Previous wording
•lower credit losses on accounts receivable of approximately $0.8 million, primarily due to a decrease in the reserves for credit losses in the current period driven by a lower account receivable balance related to certain customers with higher risk characteristics; partially offset by
Current wording
•higher allowance for credit losses of approximately $2.9 million, due to the increase in the accounts receivable balance of customers with higher risk characteristics; partially offset by
Previous wording
•lower technology-related expenses of approximately $4.9 million, primarily due to the transition to cloud-based solutions;
Current wording
•lower technology-related expenses of approximately $3.7 million, primarily due to lower usage of cloud-based solutions;
Previous wording
•higher selling and marketing expense of approximately $2.7 million, consistent with the growth in revenue;
Current wording
•lower general and administrative expense of approximately $2.7 million, due to reduced restructuring activities in the current period, resulting in lower severance and related costs;
Previous wording
Interest expense (income), net, for the three months ended June 30, 2025 and 2024 was $58.8 million and $80.9 million, respectively, representing a decrease of $22.1 million, or 27.3%. The decrease was primarily driven by the refinancing of our A&E Term Loan Facility, which reduced our variable rate indebtedness by $749.6 million, partially offset by an increase in interest expense resulting from the issuance of $650.0 million in aggregate principal amount of 2024 Secured Notes in August 2024. In addition, the decrease was driven by a lower variable rate of interest in the current period as compared to the prior period.
Current wording
Interest expense (income), net, for the three months ended September 30, 2025 and 2024 was $55.9 million and $80.1 million, respectively, representing a decrease of $24.2 million, or 30.2%. The decrease was primarily driven by the refinancing of the A&E Term Loan Facility in August 2024, which reduced variable rate indebtedness by $749.6 million, the repayment of$385.7 million of debt outstanding under the A&E Term Loan Facility using net proceeds from the Company's IPO on July 25, 2025, and a lower variable interest rate during the current period compared to the prior-year period. These decreases were partially offset by higher interest expense resulting from the issuance of $650.0 million in aggregate principal amount of 2024 Secured Notes in August 2024.
Previous wording
Income tax provision (benefit) for the three months ended June 30, 2025 and 2024 was $36.9 million and $4.4 million, respectively, and the effective tax rate was 98.7% and (85.4)%, respectively. For the three months ended June 30, 2025, the effective tax rate differed from the statutory rate due to forecasted current tax expense, in addition to a valuation allowance recorded against domestic and certain foreign net deferred tax assets. For the three months ended June 30, 2024, the effective tax rate differed from the statutory rate due to forecasted current tax expense, a valuation allowance recorded against domestic and certain foreign net deferred tax assets, and the jurisdictional mix of domestic book losses and foreign book income.
Current wording
For the three months ended September 30, 2024, the effective tax rate differed from the statutory rate due to forecasted current tax expense, a valuation allowance recorded against domestic and certain foreign net deferred tax assets, and the jurisdictional mix of forecasted annual domestic book losses and foreign book income.
Previous wording
K-12 Adjusted EBITDA for the three months ended June 30, 2025 and 2024 was $96.4 million and $91.2 million, respectively, representing an increase of $5.2 million, or 5.7%. The increase was primarily due to:
Current wording
K-12 Adjusted EBITDA for the three months ended September 30, 2025 and 2024 was $172.0 million and $185.8 million, respectively, representing a decrease of $13.8 million, or 7.4%. The decrease was primarily due to:
Previous wording
Higher Education Adjusted EBITDA for the three months ended June 30, 2025 and 2024 was $77.8 million and $73.1 million, respectively, representing an increase of $4.6 million, or 6.3%. The increase was primarily due to:
Current wording
Higher Education Adjusted EBITDA for the three months ended September 30, 2025 and 2024 was $89.0 million and $78.8 million, respectively, representing an increase of $10.2 million, or 12.9%. The increase was primarily due to:
Previous wording
•an increase in revenue of$22.5 million as discussed under “—Consolidated Operating Results for the Three Months Ended June 30, 2025 and 2024—Higher Education”; partially offset by
Current wording
•an increase in revenue of$26.1 million as discussed under “—Consolidated Operating Results for the Three Months Ended September 30, 2025 and 2024—Higher Education”; partially offset by
Previous wording
•higher salaries and wages of approximately $4.4 million, primarilydue to an annual merit-based compensation increase;
Current wording
•higher royalty and other direct costs of approximately $4.4 million, consistent with the growth in revenue;
Previous wording
•higher other miscellaneous expenses of approximately $1.1 million, primarily reflecting increased business activity to support growth and operational execution.
Current wording
•higher other expenses of approximately $2.5 million, primarily reflecting increased business activity to support growth and operational execution;
Previous wording
•a decrease in revenue of $6.8 millionas discussed under “—Consolidated Operating Results for the Three Months Ended June 30, 2025 and 2024—International”; and
Current wording
•a decrease in revenue of $4.8 millionas discussed under “—Consolidated Operating Results for the Three Months Ended September 30, 2025 and 2024—International”; and
Previous wording
•higher digital and print Transactional Revenue of approximately $12.4 million, primarily due to growth in Inclusive Access sales and a reduction in product returns, respectively.
Current wording
•higher digital and print Transactional Revenue of approximately $19.0 million, primarily due to growth in Inclusive Access sales and a reduction in product returns, respectively.
Previous wording
Global Professional revenue for the three months ended June 30, 2025 and 2024 was $35.2 million and $35.3 million, respectively, representing a decrease of $0.1 million, or 0.4%. The decrease was primarily due to lower print Transactional Revenue of approximately $1.0 million, driven by the continued execution of the strategic initiative, launched in the prior year, to sunset non-core print titles. This decrease was partially offset by an increase in digital Re-occurring Revenue of approximately $0.9 million, primarily attributable to the timing of deferred revenue recognition related to growth in digital subscriptions for our core products in the prior year.
Current wording
Global Professional revenue for the six months ended September 30, 2025 and 2024 was $75.0 million and $75.7 million, respectively, representing a decrease of $0.7 million, or 1.0%. The decrease was primarily due to lower Transactional Revenue of approximately $2.9 million, driven by the continued execution of the strategic initiative to sunset non-core print titles. This decrease was partially offset by an increase in digital Re-occurring Revenue of approximately $2.2 million, primarily attributable to the timing of deferred revenue recognition related to growth in digital subscriptions for our core products in the prior year.
Previous wording
•lower manufacturing, freight and other direct fulfillment costsof approximately $4.7 million, attributable to lower Transactional Revenue from print offerings at K-12 and International due to lower market opportunities during the period; partially offset by
Current wording
•lower manufacturing, freight and other direct fulfillment costsof approximately $17.9 million, attributable to lower Transactional Revenue from print offerings in the K-12 and International segments due to smaller market opportunities in the current period; partially offset by
Previous wording
•higher royalty costs of approximately $3.2 million, primarily resulting from changes in the product sales mix and the timing of deferred royalty cost recognition at Higher Education, consistent with the growth in Re-occurring Revenue.
Current wording
•higher royalty costs of approximately $2.2 million, primarily resulting from changes in the product sales mix and the timing of deferred royalty cost recognition in the Higher Education segment, consistent with the growth in Re-occurring Revenue.
Previous wording
•lower annual incentive compensation expense of approximately $4.6 million, primarily reflecting the higher incentive payments recognized in the prior year, which were driven by a stronger than expected business performance;
Current wording
•lower annual incentive compensation expense of approximately $6.9 million, primarily reflecting the higher incentive payments recognized in the prior year, which were driven by a stronger than expected business performance;
Previous wording
•lower other expenses of approximately $3.4 million, primarily due to foreign exchange income, resulting from favorable fluctuations in foreign currency exchange rates;
Current wording
•lower other expenses of approximately $1.8 million, primarily due to foreign exchange income, resulting from favorable fluctuations in foreign currency exchange rates; and
Previous wording
Depreciation and amortization expenses for the three months ended June 30, 2025 and 2024 were $74.6 million and $75.6 million, respectively, representing a decrease of $1.1 million, or 1.4%. The decrease was driven primarily by lower amortization expense related to the use of an accelerated method of amortization for our content intangible assets, partially offset by higher amortization expense related to software development projects that were completed and put into service during the period.
Current wording
Depreciation and amortization expenses for the six months ended September 30, 2025 and 2024 were $148.7 million and $154.2 million, respectively, representing a decrease of $5.5 million, or 3.6%. The decrease was driven primarily by lower amortization expense related to the use of an accelerated method of amortization for our content intangible assets, partially offset by higher amortization expense related to software development projects that were completed and put into service during the period.
Previous wording
•a decrease in revenue of approximately $3.9 millionas discussed under “—Consolidated Operating Results for the Three Months Ended June 30, 2025 and 2024—K-12”;
Current wording
•a decrease in revenue of approximately $49.4 millionas discussed under “—Consolidated Operating Results for the Six Months Ended September 30, 2025 and 2024—K-12”;
Previous wording
•higher research and development expense of approximately $3.3 million, reflecting continued investment in platform enhancements and product development initiatives; and
Current wording
•higher selling and marketing expense driven by higher sales force sales commission of approximately $3.3 million, consistent with the growth in revenue;
Previous wording
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 upon consummation of our IPO), impairment charges, transaction and integration costs, (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.
Current wording
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 upon consummation of our IPO on July 25, 2025), 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.
Previous wording
Adjusted net income (loss) is defined as net income (loss) from continuing operations adjusted to exclude amortization of intangible assets, 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 upon consummation of our IPO), impairment charges, transaction and integration costs, (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 and the related tax impact of those adjustments.
Current wording
Adjusted net income (loss) is defined as net income (loss) from continuing operations adjusted to exclude amortization of intangible assets, 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 upon consummation of our IPO on July 25, 2025), 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 and the related tax impact of those adjustments.
Previous wording
Adjusted operating and administrative expenses is defined as GAAP operating and administrative expenses adjusted to exclude restructuring and cost savings implementation charges, advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which was terminated upon consummation of our IPO), transaction and integration costs, amortization of product development costs and the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations.
Current wording
Adjusted operating and administrative expenses is defined as GAAP operating and administrative expenses adjusted to exclude restructuring and cost savings implementation charges, advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which was terminated upon consummation of our IPO on July 25, 2025), transaction and integration costs, stock-based compensation, amortization of product development costs and the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations.
Previous wording
Adjusted selling and marketing expenses is defined as GAAP selling and marketing expenses adjusted to exclude the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations.
Current wording
Adjusted selling and marketing expenses is defined as GAAP selling and marketing expenses adjusted to exclude stock-based compensation and the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations.
Previous wording
Adjusted general and administrative expenses is defined as GAAP general and administrative expenses adjusted to exclude restructuring and cost savings implementation charges, advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which was terminated upon consummation of our IPO), transaction and integration costs and the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations.
Current wording
Adjusted general and administrative expenses is defined as GAAP general and administrative expenses adjusted to exclude restructuring and cost savings implementation charges, advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which was terminated upon consummation of our IPO on July 25, 2025), transaction and integration costs, stock-based compensation and the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations.
Previous wording
Adjusted research and development expenses is defined as GAAP research and development expenses adjusted to exclude the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations.
Current wording
Adjusted research and development expenses is defined as GAAP research and development expenses adjusted to exclude stock-based compensation and the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations.
Showing the first 40 of 61 pairs. Open the source sections for the rest.
Rearranged current paragraphs (11)
Current report — wording carried from elsewhere
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Current report — wording carried from elsewhere
•lower annual incentive compensation expense of approximately $2.2 million, primarily reflecting the higher incentive payments recognized in the prior year, which were driven by a stronger than expected business performance; and
Current report — wording carried from elsewhere
Depreciation and amortization expenses for the three months ended September 30, 2025 and 2024 were $74.1 million and $78.5 million, respectively, representing a decrease of $4.4 million, or 5.6%. The decrease was driven primarily by lower amortization expense related to the use of an accelerated method of amortization for our content intangible assets.
Current report — wording carried from elsewhere
(Gain) Loss on Extinguishment of Debt
Current report — wording carried from elsewhere
•higher research and development expense of approximately $0.8 million, reflecting continued investment in platform enhancements and product development initiatives; and
Current report — wording carried from elsewhere
(Gain) Loss on Extinguishment of Debt
Current report — wording carried from elsewhere
For the six months ended September 30, 2024, the effective tax rate differed from the statutory rate due to forecasted current tax expense, a valuation allowance recorded against domestic and certain foreign net deferred tax assets, and the jurisdictional mix of forecasted annual domestic book losses and foreign book income.
Current report — wording carried from elsewhere
Adjusted EBITDA by Segment for the Six Months Ended September 30, 2025 and 2024
Current report — wording carried from elsewhere
Adjusted EBITDA by segment is determined and presented in accordance with Accounting Standards Codification, or ASC, Topic 280, Segment Reporting. Adjusted EBITDA by segment is a measure used by our chief operating decision maker to assess the performance of our segments. We exclude from Adjusted EBITDA by segment: interest expense (income), net, income tax (benefit) provision, depreciation, amortization and pre-publication amortization and certain transactions or adjustments that our chief operating decision maker does not consider for the purposes of making decisions to allocate resources among segments or assessing segment performance. In addition, Adjusted EBITDA by segment is calculated in a manner consistent with the definition and meaning of our Adjusted EBITDA Non-GAAP measure, see “—Non-GAAP Financial Measures—EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin.”
Current report — wording carried from elsewhere
•anincrease in revenue of$48.6 million as discussed under “—Consolidated Operating Results for the Six Months Ended September 30, 2025 and 2024—Higher Education”; partially offset by
Current report — wording carried from elsewhere
•higher other expenses of approximately $3.5 million, primarily reflecting increased business activity to support growth and operational execution;
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Cost of Sales (Excluding Depreciation and Amortization)
Previous report — wording carried elsewhere
•higher research and development expense of approximately $3.3 million, reflecting continued investment in platform enhancements and product development initiatives;