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January 6, 2023
Simon Allen
Chief Executive Officer
McGraw Hill, Inc.
8787 Orion Place
Columbus, Ohio 43240
Re:McGraw Hill, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted December 22, 2022
CIK No. 0001951070
Dear Simon Allen:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted December 22, 2022
Summary, page 1
1.We note your response to prior comment 3. Please file consents pursuant to Rule 436 of
the Securities Act.
Consolidated Operating Results for the periods from August 1, 2021 to March 31, 2022
(Successor)...., page 109
2.We have read your response to prior comment 12.  Please provide the following:
•We note here and in your discussion of your interim results that you appear to explain
the increase or decrease in line items between periods for your predecessor and
successor.  For example, on page 110, you indicate that the increase in higher

 FirstName LastNameSimon Allen
 Comapany NameMcGraw Hill, Inc.
 January 6, 2023 Page 2
 FirstName LastName
Simon Allen
McGraw Hill, Inc.
January 6, 2023
Page 2
education revenue was due to digital revenue growth of $44.0 million, timing of
digital revenue recognition of $53.5 million, lower product returns reserve of $7.0
million, partially offset by decline in print revenue of $13.5 million and lower direct-
to-students sales of $31.0 million. It appears that you have explained a net increase in
higher education revenue, however it is not clear what period this increase relates to
or whether you were discussing the results of your predecessor, successor or both.
Given that your predecessor and successor financial information are prepared on
different bases of accounting and are therefore not comparable, please revise your
MD&A to "separately" discuss the historical results of your predecessor and
successor. Please note that your supplemental pro forma discussion beginning on
page 114 already attempts to bridge the comparability gap between your predecessor
and successor financial information for the period presented;  and
•In your discussion of consolidated results for the year ended March 31, 2022(Pro
Forma Pre-Achieve3000 Acquisition) and 2021(Predecessor), it appears that you
have provided the same explanation above for the increase in higher education
revenue.  You have disclosed the same net increase as the business reasons for the
increase of $15.4 million or 2.4% for the period presented.  Please advise or revise
your discussion here to address this inconsistency.  This is not meant to represent an
all-inclusive list of where your MD&A could be improved. We encourage you to
provide quantification of amounts and further clarification throughout your
discussion.
Business, page 155
3.We note your response to our prior comment 15. Please include any contracts made
between you and the third party suppliers you discuss that you are substantially depended
upon as an exhibit to your registration statement. Refer to Item 601(b)(10)(ii) of
Regulation S-K.
23. Subsequent Events, page F-116
4.We note your response to prior comment 18 and the revised disclosures included on pages
F-43 and F-116.  Please also revise your disclosures to state whether the date through
which your subsequent events have been evaluated is the date that the financial statements
were issued or the date that the financial statements were available to be issued. Refer to
ASC 855-10-50-1.

 FirstName LastNameSimon Allen
 Comapany NameMcGraw Hill, Inc.
 January 6, 2023 Page 3
 FirstName LastName
Simon Allen
McGraw Hill, Inc.
January 6, 2023
Page 3
            You may contact Charles Eastman at (202) 551-3794 or Earnest Greene at (202) 551-
3733 if you have questions regarding comments on the financial statements and related matters.
Please contact Bradley Ecker at (202) 551-4985 or Erin Purnell at (202) 551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing