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Monday, 09/12/2011 7:52:04 AM

Monday, September 12, 2011 7:52:04 AM

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SPIN-OFF, WILL GET RESTRICTED SHARES OF NEW COMPANYTransaction Conditions
McGraw-Hill management is developing detailed separation plans, which will be subject to approval by the Board of Directors. The Company expects to complete the transaction by the end of 2012 through a tax-free spin-off of the education business to McGraw-Hill shareholders, subject to various conditions including final Board approval and a tax ruling from the Internal Revenue Service. While it is McGraw-Hill's intention to effect this separation, there can be no guarantee that it will be concluded or assurance as to the terms of the transaction.