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- Presenters:
- Harold McGraw III
Chairman, President and CEO
- Robert J. Bahash
Executive Vice President and CFO
- Donald S. Rubin
Senior Vice President, Investor Relations
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- This presentation includes certain forward-looking statements about our
businesses and our prospects, new products, sales, expenses, tax rates,
cash flows, prepublication investments and operating and capital
requirements. Such forward-looking statements include, but are not
limited to: the strength and sustainability of the U.S. and global
economy; the duration and depth of the current recession; Educational
Publishing’s level of success in 2010 adoptions and in open territories
and enrollment and demographic trends; the level of educational funding;
the strength of School Education including the testing market, Higher
Education, Professional and International publishing markets and the
impact of technology on them; the level of interest rates and the
strength of the economy, profit levels and the capital markets in the
U.S. and abroad; the level of success of new product development and
global expansion and strength of domestic and international markets; the
demand and market for debt ratings, including corporate issuance, CDO’s,
residential and commercial mortgage and asset-backed securities and
related asset classes; the continued difficulties in the credit markets
and their impact on Standard & Poor’s and the economy in general;
the regulatory environment affecting Standard & Poor’s; the level of
merger and acquisition activity in the U.S. and abroad; the strength of
the domestic and international advertising markets; the strength and the
performance of the domestic and international automotive markets; the
volatility of the energy marketplace; the contract value of public
works, manufacturing and single-family unit construction; the level of
political advertising; and the level of future cash flow, debt levels,
manufacturing expenses, distribution expenses, prepublication,
amortization and depreciation expense, income tax rates, capital,
technology, restructuring charges and other expenditures and
prepublication cost investment.
- Actual results may differ materially from those in any forward-looking
statements because any such statements involve risks and uncertainties
and are subject to change based upon various important factors,
including, but not limited to, worldwide economic, financial, political
and regulatory conditions; currency and foreign exchange volatility; the
health of debt and equity markets, including interest rates, credit
quality and spreads, the level of liquidity, future debt issuances
including, corporate issuance, residential and commercial
mortgage-backed securities and CDO’s backed by residential mortgages,
related asset classes and other asset-backed securities; the
implementation of an expanded regulatory scheme affecting Standard &
Poor’s ratings and services; the level of funding in the education
market (both domestically and internationally); the pace of recovery in
advertising; continued investment by the construction, automotive,
computer and aviation industries; the successful marketing of new
products, and the effect of competitive products and pricing.
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- 65.0% increase in 1Q EPS
- 1Q 2010: $0.33
- 1Q 2009: $0.20
- 1Q revenue increased 3.7%
- Grew 6.7% excluding divestitures of BusinessWeek and Vista Research
- 2010 is off to a good start
- 1Q is seasonally the smallest quarter of the year
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- Real GDP expected to increase 3.0% in 2010
- Encouraged by improvement in financial markets:
- Low interest rates
- Narrowing bond spreads
- Prospects for growth in key education markets
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- Revenue +1.5% to $317.2 million
- Higher Education, Professional
and International Group:
+8.3% to $205.7 million
- School Education Group:
(9.0%) to $111.6 million
- Operating Loss (19.3%) to $61.8 million
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- 1Q el-hi ordering is typically light
- North Carolina did not order this year; usually makes substantial
purchases before end of March
- Gains in open territories offset slight decline in adoption states
- Increased supplemental, residual and intervention product sales
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- Benefited from improved orders:
- Ohio, Maryland and South Dakota completed adoptions in 2010 that were
initiated in 2009
- Discontinued summative testing contracts in Florida, California and
Arizona offset gains from instructional materials
- Continued progress in formative market:
- Steady progress with Acuity, our market-leading assessment program
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- Timing issues:
- Local school districts in some adoption states have two or more years
to purchase materials
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- Now estimate 2010 state new adoption market to grow between $875 million
and $925 million
- Versus earlier forecast of $925 million to $975 million
- New forecast represents about an 80% year-over-year increase for the
market
- No formal postponements announced in 1Q, but there may be pullbacks due
to implementation of Common Core Standards and budget pressure
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- Indiana’s Department of Education is recommending delay of 2010 K–12
math adoption until materials are aligned with the Common Core Standards
- Difficult to gauge district response to this recommendation
- Adoption has been funded
- Where Common Core Standards are an issue, McGraw-Hill will provide
online and print supplements in accordance with the standards
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- Budgetary pressures may drive more district-level postponements than
originally anticipated
- Forecasting lower spending in Georgia, California, Virginia and
Kentucky
- Florida K–5 math adoption looks solid, but some districts are delaying
high school math purchases
- South Carolina may delay its 9–12 math adoption
- Higher residual sales in these states for replacement copies, consumable
materials should help offset the reduction in the state new adoption
market
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- Expect low single-digit decline in industry’s open territory sales
- Seeing some district-level postponements
- Overall sales outlook is reasonably optimistic
- Evidence of pent-up demand:
- Federal stimulus funding helped states implement some adoptions delayed
in second half 2009
- Federal stimulus will contribute to purchasing in 2010
- School Education Group still aiming for 30% share or better in 2010 in
state new adoption market
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- Gaining share in the formative testing market
- Coming from district-level adoptions
- New opportunities:
- Race to the Top grant winners beginning to implement plans for
formative and summative testing
- Movement toward Common Core standards and assessments gaining momentum
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- An effort among the states to agree upon concepts and skills in math and
language arts that all students should master at each grade level to
meet internationally benchmarked criteria for college and career
readiness
- Final drafts of standards are now under review
- 48 states (excluding Texas and Alaska) plus the District of Columbia are
taking part in the movement
- Delaware and Tennessee have won Phase 1 awards of
$100 million and $500 million, respectively
- Phase 2 winners will be announced in September
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- Department of Education will also award a total of $350 million to a
multi-state consortia with winning proposals for developing new
assessments based on the standards
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- Testing development will begin late 2010/early 2011
- Common Assessments will be implemented in 2012–2014
- Common Core movement has favorable implications
- Expect more purchasing of instructional materials that incorporate the
new standards
- Cost savings for McGraw-Hill School Education Group
- Deliver more content to schools in digital form
- Less state-level customization of content required
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- Federal stimulus dollars helped increase enrollments last fall and again
this year
- More funding for students:
- Increased Pell Grants
- Higher allowable tax deductions for college-related expenses
- New Post 9/11 GI Bill provides subsidies to more than 150,000 veterans
since Fall 2009
- New Student Aid and Fiscal Responsibility Act increases Pell Grant
awards through 2017
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- Accelerating pace of students embracing our digital products
- Online study tools like McGraw-Hill Connect ™, online courses, and
e-books
- Now more than 1.2 million registered users of McGraw-Hill Connect™ and
other homework management products
- McGraw-Hill Connect™ will be added to more than 170 courses this year
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- New digital products in 1Q 2010:
- Kiss, Bow or Shake Hands—a digital subscription-based reference for
international business etiquette
- Perfect Phrases for Managers—a performance support tool that helps
managers find the right phrase at the right time
- Select™: E-Chapters in an Instant—enable customers to download chapters
from our best-selling business books as stand-alone items
- More than 750 chapters now available
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- New AccessPhysiotherapy is sixth specialty site in the AccessMedicine
suite
- Broadens market beyond medical education and clinical practice to the
allied health field
- Provides searchable access to:
- McGraw-Hill’s leading physical therapy and internal medicine titles
- Interactive imaging content
- Curricular management tracking tools and tests
- More than 80 videos and exclusive lectures
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- Digital offering broadens geographic coverage
- New partnership agreement with the Chinese Education and Research
Network
- Makes Access suite available for the first time to Chinese students,
educators and researchers
- Digital products are producing double-digit growth in professional
markets
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- Growth in key education markets in 2010
- 6% to 7% in the elementary-high school market
- 5% to 7% in the U.S. college market
- Segment revenue: 6% to 7% growth
- Operating margin: Unchanged from 2009
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- Revenue +9.3% to $667.0 million
- S&P Credit Market Services:
+15.4% to $451.5 million
- S&P Investment Services:
(1.5%) to $215.5 million
- Operating Profit +12.3% to $260.0 million
- Operating Margin 39.0% compared to 38.0% in 1Q 2009
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- S&P Credit Market Services: 15.4% growth in 1Q revenue
- Increase driven by:
- Record high-yield issuance
- Strong growth in bank loan ratings
- Solid gain in public finance
- Modest improvement in structured finance
- 18.4% growth in international markets
- 12.8% growth in domestic markets
- S&P Investment Services: 1.5% decrease in 1Q revenue
- Decline primarily attributable
to:
- Divestiture of Vista Research in May 2009
- Expiration of contracts under Research Settlement
in July 2009
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- Transaction revenue: +33.6% in 1Q
- Driven by surging high-yield volume, bank loan ratings and public
finance
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- Steady spread contraction across all asset-backed securities
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- Non-transaction revenue represents 67% of
S&P Credit Market Services’ revenue
- S&P continues to build its deferred revenue stream
- Recurring annual fees through frequent issuer programs, surveillance
fees and subscription services
- Non-transaction: Revenue stream expected to be durable for some time
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- 8.1% non-transaction revenue growth in 1Q primarily from increased
subscriptions and annual fees
- Other contributions:
- Increased demand for products and services not tied to new issuance
- An increase in new credits under surveillance
- Price increases
- A modest favorable foreign exchange impact
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- Capital IQ and S&P Indices were primary drivers in 1Q
- Capital IQ now serves more than 3,000 clients
- An increase of 13.5% vs. 1Q 2009
- 4.8% increase since year-end 2009
- Growing global demand
- Capital IQ opening new offices in Milan and Tokyo
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- 1Q 2010: New high of $254.2 billion for assets under management in
exchange-traded funds based on S&P indices
- 2.9% higher than the previous record high at year-end 2009
- 21 new exchange-traded funds based on S&P indices were launched in
1Q, bringing the total to 238
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- Goal: An index for every type of
investment
- In March 2010, S&P introduced indices in:
- Commodities
- Fixed income
- Equities
- Strategy
- Custom
- More indices are on the way
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- High-yield issuance will continue at a good pace
- Proceeds mainly used for leveraged loan repayments
- Activity will continue in the bank loan market
- Refinancing will be a factor with $2 trillion in debt maturities due
through 2014
- Number of investment-grade corporate transactions will increase in 2010
- Par amounts will be moderate versus 2009
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- Muni market looks promising despite focus on state and local budget
deficits
- Deficits have not reduced ability to issue debt
- Taxable bonds are expected to drive growth
- Traditional tax-exempt securities will make up the largest share of
issuance
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- Structured finance market has improved but new federal rules/regulations
may:
- Increase cost of securitization
- Temper new issuance
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- Courts are issuing decisions in lawsuits against McGraw-Hill and
Standard & Poor’s
- 12 cases have been dismissed; 11 since beginning of 2010
- Decisions by eight federal court judges
- A motion to dismiss two related cases alleging fraud has been denied
pending discovery
- Dismissals in all three major categories:
- 1. Underwriter lawsuits
- 2. “Stock drop” suits
- 3. Suits involving state law claims,
including alleged fraud
- No dismissal has been based on assertion of a First Amendment defense
- Underscores erroneous claim that Standard & Poor’s is using First
Amendment to shield it from claims
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- Underwriter lawsuits allege that McGraw-Hill is liable under Securities
Act of 1933
- To date, four federal judges have granted motions to dismiss in six
separate “underwriter” actions
- In light of favorable rulings, class action counsel in the Fort Worth
Employees’ Retirement Fund litigation recently dropped all claims
against S&P and two other rating agencies
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- “Stock drop” suits allege the Company’s statements about its earnings
and ratings business were misleading and violated the Securities
Exchange Act of 1934 and ERISA
- Three stock drop suits have been dismissed
- Suits involving state law claims,
alleged fraud
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- Significant decisions in cases in which Standard & Poor’s is not a
party
- Claims against an issuer or underwriter based on allegedly misleading
statements about ratings included in disputed offering documents
- The federal courts have rejected these claims outright
- These decisions constitute meaningful legal precedent and should help
guide judicial rulings in remaining cases
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- In dismissing “underwriter” claims against rating agencies
- The New Jersey Carpenters Vacation Fund case
- “Plaintiffs’ allegations do not support an inference that the Rating
Agency Defendants were involved in the sale or distribution of the
securities such that they could be considered underwriters…”
- — Judge Baer
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- In rejecting claims that rating agencies “controlled” Lehman
- Lehman Brothers Securities and ERISA Litigation
- “This complaint, fairly read, alleges only that the Rating Agencies
had the power to influence Lehman with respect to the composition of
the pools of mortgages to be securitized and the credit enhancements
the Rating Agencies regarded as necessary to obtain the desired
rating. But these allegations fall considerably short of anything that
could justify a reasonable trier of fact in concluding the decision
making power lay entirely with the Rating Agencies.”
- — Judge Kaplan
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- In concluding that ratings are opinions and not statements of fact that
are actionable under securities laws
- “Credit ratings and the relative adequacy of protective credit
enhancements are statements of opinion, as they are predictions of
future value and future protection of that value.”
- — Judge Baer
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- In dismissing allegations, based upon alleged purported failures to
disclose rating agencies conflicts of interest
- “The Securities Act does not require disclosure of that which is
publicly known, and the risk that rating agencies operating under a
conflict of interest because they were paid by the issuers has been
known publicly for years.”
- — Judge Kaplan
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- In ruling that investors were adequately cautioned about risks in
offering documents
- The New Jersey Carpenters Vacation Fund case
- “The Offering Documents adequately bespoke caution about the risk
entailed by the credit ratings and credit enhancements…[and] disclosed
the risks of relying on credit ratings, the potential inadequacy of
credit enhancements and that a lack of historical data made future
predictions about value inherently difficult. In other words, the
Offering Documents ‘warn investors of exactly the risk the plaintiffs
claim [were] not disclosed.’ ”
- — Judge Baer
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- Federal courts are making important decisions in similar cases in which
Standard & Poor’s and the other rating agencies are not defendants:
- Plumbers Union Local versus Nomura Asset Acceptance Corp.
- New Jersey Carpenters Health Fund versus DLJ
- New Jersey Carpenters Health Fund versus RALI
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- In addressing after-the-fact criticism of rating agencies
- Plumbers Union Local No. 12 Pension Fund vs. Nomura
- “None of the purported comments made by S&P and Moody’s employees
in the wake of the collapse of the sub-prime mortgage market (in 2007)
‘support the inference’ that the ratings were compromised as of the
dates (in 2005 and 2006) when registration statements and prospectus
supplements became effective.”
- — Judge Stearns
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- Clear takeaways from recent court decisions:
- Rating agencies are not underwriters or sellers of securities under
securities laws
- Rating agencies are not controlling persons under securities laws
- Ratings are opinions, not statements of fact
- After-the-fact criticisms of rating agencies do not support an
inference that rating agencies did not believe their ratings were
appropriate at the time they were issued
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- Clear takeaways from recent court decisions (continued):
- Rating agencies’ alleged conflicts of interest were widely known by
investors
- Investors were adequately apprised of risks and limitations of using
credit ratings
- They are not recommendations to buy, sell or hold securities
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- Courts understand the difference between credit risk and market risk
- Misunderstanding by others are on display almost daily by some
sophisticated investors who claim they relied on ratings to make their
investment decisions for themselves or as fiduciaries for others
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- Potential problems for Nationally Recognized Statistical Rating
Organizations (NRSROs) in proposed U.S. Senate bill
- Preamble to bill says NRSROs should be subject to same standards of
liability and accountability as securities analysts, investment banks,
auditors and other market participants
- As currently written, parts of the legislation would lead to opposite
effect
- Materially different standards would establish a separate, lower
pleading standard for NRSROs
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- We are seeking a level playing field
- All parties should be subject to the same legal pleading standards
- To impose lower pleading standard on NRSROs is unprecedented and
discriminatory
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- We fully support the increased accountability, transparency and
oversight of credit rating agencies
- We will continue to work with both political parties to clarify our
position
- Passage of the bill is hard to predict
- Senate may vote on its bill before Memorial Day
- Uncertainty remains on when the Senate and House would convene a
meeting to reconcile differences
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- New SEC regulations go into effect on June 2
- New 17g5 rule requires issuers and arrangers to make information
available to all NRSROs—whether paid or not
- Promotes unsolicited ratings
- S&P is working with market participants to implement 17g5 rule and
to meet new disclosure rules on history of its ratings actions
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- Summary
- Market is recovering
- Progress on the legal front
- Meeting new regulatory requirements
- Outlook for U.S. legislation remains fluid
- High single-digit revenue growth with improvement at S&P Credit
Market Services and S&P Investment Services
- Operating profit will grow
- Operating margin will decline 100 basis points
- Reflects infrastructure investments and compliance with new regulatory
requirements
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63
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64
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- Revenue (8.5%) to $206.2 million
- Broadcasting Group:
+2.2% to $18.7 million
- Business-to-Business Group:
(9.5%) to $187.5 million
- Operating Profit Increased $25.0 million to $27.8 million
- Operating Margin 13.5% vs. 1.2% in 1Q 2009
- Highest operating margin since 14.9% for full year 2004
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- Divestiture of BusinessWeek is having a positive impact on results
- Late 2009 divestiture will positively impact year-over-year comparisons
for 11 months in 2010
- Excluding BusinessWeek divestiture:
- Revenue grew 4.3% in 1Q
- Business-to-Business Group’s revenue increased 4.5% versus reported
decline of 9.5%
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66
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- Platts: Primary driver in B2B’s 1Q results
- Growing demand for Platts’ data and information produced strong
domestic and international growth
- Improvement at J.D. Power and Aviation
- Softness in construction reflected difficult conditions for smaller
regional contractors
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67
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- A plus for the segment in 2010
- Digital products and services represented more than 60% of B2B Group’s
1Q revenue
- Contributed to margin improvement
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68
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- Revenue increased 2.2% in 1Q
- Pick up in political and automotive advertising
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69
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- Summary for 2010:
- 2009 sale of BusinessWeek will have a positive impact on revenue and
operating margin in 2010
- Revenue: Expect mid single-digit decline
- Excluding $99 million from BusinessWeek divestiture, revenue will
increase in the mid single-digit range
- Operating margin: Expect to rebound into the mid-teens
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70
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- Summary for 2010:
- Year is off to a good start
- Maintaining our original guidance of diluted earnings per share of
$2.55 to $2.65
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71
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72
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- Maintaining a healthy balance sheet
- 1Q 2010 total debt: $1.2 billion
- Comprised of long-term unsecured senior notes
- No commercial paper outstanding
- Ended 1Q 2010 with cash and short-term investments of $1.235 billion
- Slight positive net cash position
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73
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- 1Q 2010 segment expenses declined 2.6%
- Even with increase in EPS in 1Q, guidance remains the same due to
increased investments later in the year
- Technology investments
- Additional selling and marketing expenses
- Increasing our talent base in each segment
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74
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- Expenses declined 2.6%
- Expenses, at constant currencies, declined 4.7%
- Benefited from savings:
- 2Q 2009 merging of our core basal publishing operations with
alternative basal and supplemental publishing operations
- Reduced expenses due to planned phase out of custom contracts in
California, Florida and Arizona
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75
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- 2010 revenue guidance: 6% to 7% growth
- Compared to previous guidance of 7% to 8% growth
- Maintaining adjusted operating margin from 2009
- Now expect expenses to increase 6% to 7% versus previous guidance of a
7% to 8% increase
- Additional selling and marketing expenses due to robust state new
adoption opportunities
- Investments in technology and personnel to support digital
initiatives, particularly at Higher Education and Professional
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76
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- Expenses increased 7.5%
- Expenses, at constant currencies and excluding impact of divestiture of
Vista Research, increased 5.4%
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77
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- 2010 expense guidance: Expect 9% to 10% increase versus 2009 adjusted
expenses. Driven by:
- Continued investment in our fast growing businesses
- Carry over impact of 2009 hires and planned hires in 2010
- Additional investments to support regulatory and compliance efforts
- Expense guidance assumes approximately $20 million in additional
regulatory and compliance initiatives
- Highly dependent on final form of regulation
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78
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- Expenses declined 19.9%
- Expenses, at constant currencies, also declined 20.5%
- Factors influencing decline:
- 4Q 2009 divestiture of BusinessWeek reduced revenue and expenses by
$27.8 million and $40.0 million, respectively, for a positive profit
impact of approximately $12 million in 1Q 2010
- 2009 restructuring actions
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79
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- Information & Media’s 2010 results will reflect $38 million in
savings from BusinessWeek divestiture
- Corporate expense will increase $13 million as a result of managing
vacant space and other support costs following the divestiture
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80
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- Expect expenses to decline in the low teens versus 2009 adjusted
expenses
- Primarily reflects the divestiture of BusinessWeek
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81
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- 1Q 2010: $35.8 million
- $2.4 million increase compared to 1Q 2009, largely due to increased
excess space
- 2010: Expect to increase $25 million to $30 million
- Primarily due to increase in vacant space in New York resulting from BusinessWeek
divestiture and restructuring actions at McGraw-Hill Education
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82
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- 1Q 2010: ($12.8 million)
- Compared to ($56.2 million) in 1Q 2009
- Guidance for 2010: We anticipate free cash flow in the range of $550
million to $600 million
- Reduction in free cash flow versus 2009 is due largely to more
challenging working capital comparisons and increased investments
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83
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- 2010: We do not anticipate any funding requirements for U.S. pension
plan
- Pension expense is expected to increase roughly $20 million in 2010
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84
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- 1Q 2010: $29.9 million
- $12.8 million decrease versus 1Q 2009, largely due to timing
- 2010: Expect $225 million to $235 million
- Expected to increase $48 million to $58 million versus 2009, primarily
for opportunities in the growing state new adoption market
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85
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- 1Q 2010: $7.6 million
- Slight decrease versus 1Q 2009
- 2010: Expect $90 million to $100 million
- Compared to $68.5 million in 2009
- Largely reflects increase in technology spending
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86
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- 1Q 2010: $25.8 million
- $1.5 million decrease versus 1Q 2009
- 2010: Continue to expect $260 million to $265 million
- Compared to $270 million in 2009
- Reflects lower level of investment in 2009
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87
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- 1Q 2010: $25.9 million
- Compared to $29.4 million in 1Q 2009
- 2010: Now expect $115 million, versus our earlier forecast of $120
million
- Compared to $113 million in 2009
- Reflects shift in timing of certain capital expenditures
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88
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- 1Q 2010: $10 million
- 2010: Continue to expect approximately $40 million
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89
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- 1Q 2010: 316.3 million shares
- 4.2 million share increase compared to 1Q 2009
- 1.8 million share increase from 4Q 2009
- Increase driven by stock price appreciation and issuance related to
employee plans
- Fully-diluted shares at end of 1Q 2010: Approximately 317 million shares
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90
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- 1Q 2010: $22.0 million
- Compared to $20.6 million in 1Q 2009 and $20.0 million in 4Q 2009
- 2010: Expect net interest expense to be roughly comparable to $76.9
million in 2009
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91
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- 1Q 2010: 36.4%
- 2010: Expect a comparable rate
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92
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- 1Q 2010: We made a cash tax payment of approximately $35 million due to
restructuring actions related to our international operations
- Will largely be recovered through reduced tax payments in the second
half of the year
- Does not impact tax rate
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93
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- New healthcare law eliminates the tax deductibility of employer paid
retiree prescription drug benefits
- McGraw-Hill’s post-retirement benefits program does not include a
significant portion of retiree prescription drug benefits which are
reimbursed per the Medicare Modernization Act of 2003
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94
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- 1Q 2010: $1.1 billion
- 2.8% increase over 1Q 2009
- In constant currency and excluding impact of divestitures, grew 4.3%
versus prior year
- Financial Services represents approximately 75% of MHP’s unearned
revenue
- While comparatively small, McGraw-Hill Education is showing strong
unearned revenue growth driven by an increase in subscription-based
products, particularly at Higher Education
- 2010: Expect mid single-digit growth
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95
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- In January, we announced plans to resume share repurchases in 2010
- No repurchases in 1Q
- 17.1 million shares remaining from the 2007 authorization from the
Board of Directors
- We remain committed to resuming the program later in 2010
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96
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- Presenters:
Harold McGraw III
Chairman, President and CEO
- Robert J. Bahash
Executive Vice President and CFO
- Donald S. Rubin
Senior Vice President, Investor Relations
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97
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- Replay Options
- Internet replay available for one year
- Go to www.mcgraw-hill.com/investor_relations
- Click on the Earnings Announcement link under
Investor Presentation Webcasts
- Telephone replay available through May 27, 2010
- Domestic: 800-839-4838
- International: +1-402-220-5089
- No password required
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