L E A R N I N G . T H E J O U R N E Y T O S U C C E S S .

M C G R A W - H I L L R Y E R S O N A N N U A L R E P O R T 2 0 0 4

LEARNING. THE JOURNEY TO SUCCESS.

Company Profile 1

McGraw-Hill Ryerson at a glance 2

Vision, Mission and Culture Statements 3

Financial Highlights 4

Message to the Shareholders 6

An Overview of McGraw-Hill Ryerson’s Business Units and Markets 8

Management’s Discussion and Analysis of Operating Results and Financial Position 16

Financial Statements 22

Selected Financial Data 30

Dividend Policy 31

President’s Club Awards 32

Scholarships 33

2004 Corporate Contribution Program 33

Directors and Officers 34

Shareholder and Corporate Information 36

International Affiliates 37

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McGraw-Hill Ryerson Limited has a long and illustrious history. It is built on the solid foundations of tworespected publishing companies — McGraw-Hill Book Company, now known as The McGraw-Hill Companies,Inc., and The Ryerson Press.

In 1944, the McGraw-Hill Book Company, which had begun publishing in the United States in 1909, boughtthe Embassy Book Company of Toronto, incorporating it as a franchised distributor for McGraw-Hill, Inc. inCanada. It was called the Embassy Book Company Limited until 1947 when it was established as a wholly-owned subsidiary of the parent company and renamed the McGraw-Hill Company of Canada Limited.

In 1829, the Methodist Church established the Methodist Book and Publishing House, the very first pub-lishing company in Canada. Egerton Ryerson, known as the father of Ontario’s public school system, was giventhe responsibility of founding the press and took it from religious publishing into the area of secular books. In1919, the press took on his name and continued to publish in many areas: religious, educational, and trade. InDecember 1970, the McGraw-Hill Company of Canada Limited bought The Ryerson Press from the UnitedChurch of Canada and in 1971, the company became McGraw-Hill Ryerson Limited (sometimes referred to here-in as “MHR” or “McGraw-Hill Ryerson”).

The Company publishes and distributes educational and professional products in both print and non-printmedia. These products are designed to fulfill the individual needs of customers by providing effective andinnovative educational and learning solutions. Product offerings include text and professional reference books,multimedia tools, and teaching, assessment, support, and monitoring solutions. The Company is committed toproviding Canadians with material of the highest quality for their education and enjoyment.

The Company is structured on a market-focused basis and operates in three primary market areas throughthe following revenue divisions:

• Higher Education Division: post-secondary education, including universities, community, and proprietary colleges• School Division: secondary and elementary schools • Trade, Professional, and Medical Division: general interest non-fiction, general reference business and com-

puter disciplines, training and professional development, and medical.

McGraw-Hill Ryerson (MHR) is a public company, operated independently, in close cooperation with variousdivisions and international subsidiaries of its majority shareholder, The McGraw-Hill Companies, Inc. Throughthis cooperation the Company benefits from its access to the significant product, market, and operationalexpertise of The McGraw-Hill Companies, Inc.

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KEY MARKETS PRIMARY PROGRAMS KEY ISSUES AND TRENDS OUTLOOK

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Universities,Community

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BusinessEconomicsComputer andInformationTechnologiesScienceEngineeringEnglishPsychologySocial SciencesE-Services

Nationally, enrolments areincreasing slightly.Growing interest in “custom”solutions.Growth in technology-enabledand web-based teaching andlearning solutions. Mixed-mode educational modelsdominate. Growing interest in wirelessapplications and use of LearningObjects in education.

Continued market penetra-tion through a focus onintegration strategy (iLearning) and Canadianpublishing.Expansion of e-product andintegrated content conver-sion and developmentservices.Evolving business models.

Booksellers,Distributors,Libraries,Direct to

Professionals,Medical Schools

Business General InterestScientificTechnicalMedicalLanguageComputer

Dominance of major “bricks andmortar” and online book retailers.Growth in medical studentenrolment.Competition from online retailers.Reduced demand for computerbooks.

2005 launch of BookNetCanada’s point of sale datacollection program willsupport improvements insupply chain/reductionsin cycle time.Increasing purchasingpower of national retailers.Escalating demand fortimely information.

By publishing under a joint imprint, McGraw-Hill Ryerson Limited and Les Éditions de la Chenelière are able to con-currently publish French and English editions of secondary and post-secondary titles.

SecondarySchools,

ElementarySchools

MathematicsScience & HealthSocial StudiesLiteracy EnglishSocial SciencesTechnologyEducation

Marginal decline in studentenrolment.Flat government spending oneducation.Focus on requirement to improvestandards of academic achieve-ment and accountability.Curriculum renewal cycles varyingby province.

Continuing focus onaccountability for learningoutcomes.Continuing demand for“localized” products.Growing focus on studentsin the school-to-workpathway.Growing interest in inte-grating technology in theclassroom.

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To be recognized as a leading Canadian publisher of educational

resources, information products, and services for lifelong learning

and enjoyment.

To be a Canadian leader in developing and marketing quality infor-

mation products and services to selected educational, professional,

and consumer markets through innovation and teamwork. We will

provide exceptional value to customers, growth and recognition

opportunities for employees, and outstanding financial performance

to our shareholders.

At McGraw-Hill Ryerson, we will work together to:• strive to exceed our customers’ expectations, by recognizing and

anticipating their needs• meet challenging but achievable company objectives and financial

goals, with well-planned and clearly communicated strategies• continually improve MHR’s image in the marketplace, through the

promotion of creative ideas, and the development of targeted,innovative products

• encourage a winning spirit and a positive working environmentthrough the development of supportive, appreciative, and reward-ing working relationships

• create a market-driven organization• reward creativity, innovation, and risk-taking• recognize diversity by treating individuals with respect and dignity

Valu

es Customer focusProfitability (short-term and long-term)Innovation and improvement of products and systemsCommitment to qualityEmployee development/lifelong learningEmployee recognitionTeamwork (collaboration, shared decision making within andbetween divisions)Integrity, honesty, ethical behaviourRespect for individuals and their differences; high quality of work life

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Financial

(In Thousands of Dollars, except Per Share Data)2004 2003 2002 2001 2000

Revenue and EarningsRevenue $88,225 $88,735 $95,343 $88,725 $76,471Net income for the year $ 7,023 $ 6,104 $ 6,156 $ 6,631 $ 4,639

Cash FlowCash provided by operating activities $ 7,190 $13,891 $ 5,602 $23,353 $ 413Additions to capital assets $ 659 $ 436 $ 4,058 $ 1,571 $ 1,185Net increase/(decrease) in cash during the year $ 44 $ 7,331 $(7,186) $13,174 $(8,120)

Closing Financial PositionTotal shareholders’ equity $69,833 $64,218 $59,402 $54,444 $48,891Total assets $87,372 $86,881 $95,406 $86,054 $73,821

Per Common ShareBasic – net income per share for the year $ 3.52 $ 3.06 $ 3.08 $ 3.32 $ 2.32Dividends $ 0.705 $ 0.645 $ 0.60 $ 0.54 $ 0.54Book value $ 34.98 $ 32.16 $ 29.76 $ 27.27 $ 24.48Market value at December 31 $ 35.50 $ 37.50 $ 33.25 $ 19.00 $ 16.00

Financial Ratios% Return on average assets 8% 7% 7% 8% 6%% Return on sales 8% 7% 7% 8% 6%

61,88368,356

77,391 76,471

88,725 88,22595,343

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20021997 1998 1999 2000 2001

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ShareholdersMessage to the

In fiscal 2004, McGraw-Hill Ryerson Limited reported a minor sales decline (mostly driven by shifts in governmentfunding impacting our School Division), improved gross margins, and lower expenses. The Company produced a bot-tom line increase compared to the prior year.

Our Higher Education Division, which serves the post-secondary market for English-language titles, reported a 2%sales growth, matching industry-wide results. Sales growth in this division is driven by enrolment increases as wellas an increasing demand for MHR’s innovative products and services. We are particularly proud of this division’sinvolvement with Facdev.ca, a non-profit entity whose aim is to help faculty members leverage new technologiesand strengthen their teaching abilities.

Our School Division reported a 4% sales decline, attributed to declining funding levels in several provinces, espe-cially at the high school level. We expect this funding trend to continue in 2005, and have adjusted our publishingplans accordingly.

Our Trade, Professional, and Medical (TPM) Division terminated several agency relationships at the end of 2003 asthey were not meeting profitability targets. The result is that sales in the TPM Division decreased by 7% in 2004,though profitability in this division actually increased. TPM’s Business and General Reference titles continue to bevery successful. Strong sales were reported in the Medical section as well, driven by the 16th edition of Harrison’sPrinciples of Internal Medicine.

During this challenging sales year, the Company has continued its emphasis on expense controls, capital spendingcontrols, and cash flow management. Selling, General, and Administrative expenses have decreased for the secondyear in a row. Inventory levels have remained consistent with prior years, and the Company ended the year in a verystrong cash position.

In 2004, we were also able to increase our dividend payment to shareholders for the third year in a row. Our divi-dend payments have more than tripled since 1997.

Our internal Oracle ERP system was further upgraded during 2004, allowing us to offer online business-to-businessservices to our customers. These system upgrades, which require a significant effort from our employees, reflect theCompany’s goal to continually improve customer satisfaction.

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We expect our financial results in 2005 to be relatively consistent with our 2004 results. Our Higher EducationDivision will continue to focus on emerging industry trends such as e-content and custom publications. Our Trade,Professional, and Medical Division expects to see modest sales growth as a result of the strength of our Businessand General Reference titles. Our School Division anticipates a modest sales decline in 2005, but an increase in2006 driven by curriculum revisions in several provinces. Overall, the Company will focus on customer service andfulfillment improvements and on enabling productivity improvements across the entire organization.

In conclusion, we would like to thank all of the members of McGraw-Hill Ryerson for their efforts in 2004, and welook forward to a successful 2005.

H. Ian Macdonald, O.C., LL.D., D.UNIV., D.LITT. John D. Dill

Chairman of the Board of Directors President and Chief Executive Officer

CORPORATE GOVERNANCEA primary concern of the Corporation’s Board of Directors has been, and will continue to be, the effective gover-nance of McGraw-Hill Ryerson Limited on behalf of all shareholders. The Company’s Corporate GovernanceCommittee meets regularly to review corporate governance matters.

For the sixth consecutive year, the Higher Education Division continued to show growth within the college and uni-versity markets. The market strength of the Business & Economics team continued in 2004, with success across theentire imprint, but especially in the accounting, economics, and management disciplines. The sales team continuedto differentiate themselves by helping faculty meet the challenges of their changing educational environment. Withtechnology products such as eInstruction’s Classroom Performance System and Tutorial and Assessment software,faculty were able to integrate these technologies directly into the classroom and offer students a dynamic learningenvironment in combination with our leading textbooks. As well, custom publication sales were up 28% over 2003.This increase is a reflection of both the need for customized solutions and the ability of McGraw-Hill Ryerson tomeet customer demands. Faculty services continued to grow and prosper. A successful Educational Conferenceseries was held nationally and regionally, reaching over 24 institutions and over 1,500 educators. With this focus onFaculty Development, McGraw-Hill Ryerson continues to offer its customers an opportunity to learn and grow.Innovative partnerships such as these, combined with outstanding products and services, continue to position theHigher Education Division for success in a very competitive environment in 2005.

HI G H E R ED U C AT I O NDI V I S I O N

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The growth of the Canadian Publishing Program continued in 2004. Environmental science, sociology, andupper level management titles in areas such as compensation and training are examples of new areas of pub-lication for the editorial teams. Projects were also signed in subjects such as Canadian politics and consumerbehaviour. The Media Technology Group continued to expand and new projects such as Premium OnlineContent and Customized Web offerings were created to meet the demands of today’s faculty and students.Overall, 37 titles were published and new projects worth an estimated $18.6 million in projected first year saleswere signed.

CANADIAN PUBLISHING PROGRAM

Growth in the Higher Education industry slowed in 2004, as was predicted in 2003 and supported through mar-ket research. Research indicates that students continued to find and use substitutions for textbooks. Therewas a continued presence of photocopying, online piracy, and peer-to-peer sharing, all of which contributed toslower growth in all markets across the country. To combat this, McGraw-Hill Ryerson continues to work withfaculty to offer flexible, high-value solutions to students, using both traditional and online content as well astechnology. It is through our innovative offerings, valuable services, and continuous research that we expectto slow the trends we have seen in the past two years.

BUSINESS UNCERTAINTIES

The Higher Education Division continues to plan confidently for growth in 2005 and beyond. From first editionsto market leaders, both the Canadian and U.S. publishing programs are positioned to aggressively face themarket and outpace the industry in increasing market share. Working together, the sales, marketing, andeditorial teams have strategically identified the key growth areas across all disciplines. Combining this focuswith the continued success of the iLearning initiatives, strong innovative strategies, and the growth of newpartnerships, the Higher Education Division has positioned itself for success in 2005 and continues to build astrong foundation for the future.

OUTLOOK

1. Larson, Jensen, Kalagnanam, FundamentalAccounting Principles, 11/ce

2. McConnell, Brue, Barbiero, Microeconomics andMacroeconomics, 10/ce

3. Berkowitz, Crane, Kerin, Hartley, Rudelius, Marketing, 5/ce

4. Ross, Westerfield, Jordan, Roberts, Fundamentals of Corporate Finance, 5/ce

5. McShane, Canadian Organizational Behaviour, 5/ce

6. Garrison, Noreen, Chesley, Carroll, ManagerialAccounting, 6/ce

7. Schwind, Das, Wagar, Human ResourceManagement, 7/ce

8. Myers, Spencer, Social Psychology, 2/ce

Key Products and Services for 2004 were as follows:

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Industry spending in this area increased by 3% compared to 2003. McGraw-Hill Ryerson’s School Division sales andcontribution both decreased compared to the prior year as a result of a significant shift in spending from the juniorhigh school and high school level to the elementary level. The purchasing focus on the elementary market has beenconcentrated primarily on core mathematics texts and secondarily on supplemental language arts resources. Bothof these areas are outside the publishing focus of McGraw-Hill Ryerson’s School Division.

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Our 2004 publishing program was broadly based, comprising 50 resource components for mathematics, science,social sciences and language arts. Our mathematics list included two core textbooks to support the OntarioGrades 7 and 8 Mathematics curriculum — Mathematics 7: Making Connections and Mathematics 8: MakingConnections — and 12 teacher supplemental resources to support national curricula in Grades 1–6. The latterresources are Canadian adaptations of existing Wright Group (an imprint of The McGraw-Hill Companies Inc.)products. In science we completed ScienceFocus 10, the final text in a Grades 7–10 series developed forAlberta. In addition, we launched our publishing program to support British Columbia’s new Junior High SchoolScience curriculum with the publication of BC Science 7. Our social sciences program was comprised of two coreand two supplemental resources. Both of the core resources — Glencoe Health: First Canadian Edition andParenting: Rewards and Responsibilities, First Canadian Edition, are Canadian adaptations of resources fromGlencoe/McGraw-Hill. Responding to market interest in improving literacy test scores in Grades 1–9, we devel-oped a Canadian edition of the popular SuperQAR from The Wright Group. The School Division also continuesto engage in market research into the role and value of technology in Grades 7–12 classrooms.

CANADIAN PUBLISHING PROGRAM

While total funding for learning resources is expected to remain stable nationally for 2005, we anticipate fund-ing and spending shifts in three key markets: British Columbia, Alberta, and Ontario. In British Columbia, thegovernment has provided a one-time injection of $20 million for the purchase of learning materials. While thisis clearly positive, what remains uncertain is the extent to which this will ultimately represent replacement orincremental spending on the part of school districts. In Alberta, 2004 spending was supported by a $20 millionone-time injection of textbook funding. The absence of this special funding in 2005, combined with limited newcurriculum implementation will depress spending in Alberta. In Ontario, our largest market, funding is beingdirected to supporting broad-based initiatives such as Pathways for Success and literacy initiatives rather thanat learning resources specifically. Additionally, we anticipate that school board spending will continue to focuson Grades K–6 core mathematics and supplemental language arts.

BUSINESS UNCERTAINTIES

Enrolment in the school market is expected to decline marginally. Each of our major markets — Ontario,Alberta, and British Columbia — have now published five-year curriculum renewal plans which appear to berelatively stable. This, in turn, will permit the School Division to develop a stable long-term publishing plan for2005 and beyond.In 2005, the School Division will focus on market research into curriculum revisions scheduled for 2006 and 2007— the years in which greater curriculum activity resides in Grades 9–12. The broad scope of the electives pub-lishing program at Glencoe/McGraw-Hill, combined with a strong list from other divisions of The McGraw-HillCompanies Inc., will place the School Division in a strong position to support a wide range of courses.

OUTLOOK

1. Gue, Hutton, Jeans, Leong, Lunn, Mason, McGuire,Painter, Searle, Siler, Webb, ScienceFocus 10

2. Knill, Dottori, Timoteo, Baxter, Fawcett, Forest, Kennedy,Pasko, Traini, MATHPOWER 9 Western Edition

3. Dick, Geddis, Holzer, James, McCaul, McGuire, Poole,McGraw-Hill Ryerson Physics 11

4. Knill, Dottori, Timoteo, Collins, Cornwall, MATHPOWER 7Western Edition

5. Knill, Dottori, Timoteo, Collins, Forest, Kestell, Macdonald,MATHPOWER 8 Western Edition

6. Edwards, Siler, Martin, Liland, Haley, Chetty, Grace,Brown, Clancy, Jolliffe, ScienceFocus 8

7. Mason, Charleson, Grace, Martin, BC Science 7

The best-selling titles in the School Divisionfor 2004 were as follows:

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The Trade, Professional, and Medical Division saw the retail market recover in 2004. An improved economy translatedinto consumer optimism and increased consumer spending. Overall, the Canadian trade book market was up 4%, withnational accounts, non-traditional retailers, and wholesalers delivering the gains. In non-fiction, growth in the reference,business, and general interest categories was offset by the continued drop in computing titles.

McGraw-Hill Ryerson, with a non-fiction list now weighted toward business, general reference, and medical titles,was able to minimize the computing exposure. We reduced our agency distribution to two lines — Harvard BusinessSchool Press and MedMaster — to enhance our focus and profitability. The net sales variance over the prior yearwas wholly attributable to the divestiture of three agencies and an ongoing decline in the sales of computing titles.

The Company benefited from the breadth of McGraw-Hill’s U.S. list. Their general interest, business, health, andlanguage products were an integral part of our success and resulted in double-digit increases in these categories. In par-ticular, we enjoyed great success with the language and reference titles. We secured a branded section through ourNational Accounts for the extensive Teach Yourself line of language books and audio products, and saw both our salesand market share increase dramatically. We also launched the Harrap’s French and English Pocket Dictionary during

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the back to school promotions, with excellent results (consistently in the Top Three titles for thecategory). Medical released the 16th edition of their flagship title, Harrison’s Principles of InternalMedicine, in full colour with print and hybrid (print and online) versions.

The Business list is traditionally an area of strength for McGraw-Hill Ryerson due to the powerof the McGraw-Hill and Harvard brands. Five of the top ten titles on The Globe and Mail ’s 2004Business Bestseller list were published or distributed by McGraw-Hill Ryerson, with Strategy Mapsby Kaplan and Norton (Harvard) in the number two position.

Two guiding initiatives for 2004 were to increase customer value and streamline our supplychain processes. We partnered with our Trade Customer Advisory Board as pilots for proposed sys-tem enhancements through our Oracle System and with PubEasy, a service that provides business-to-business online services. We plan to roll out PubEasy for all interested customers by the secondquarter of 2005. In addition, an emphasis on product sell-through with key channels delivered a 7%reduction in returns for 2004 as compared with 2003.

This Division’s largest concern is a reliance on several key customers in both the Trade and Medical markets. Wecontinue to work closely with these key customers to identify opportunities and potential risks. The introductionof a point of sale system in the first quarter of 2005, managed by BookNet Canada, will provide point of saleinformation for the majority of book retailers in Canada, including national accounts. We will continue to moni-tor these issues, as well as the long-term effect of online book retailers on “bricks-and-mortar” operations.

BUSINESS UNCERTAINTIES

Fiscal 2005 should be a solid year as the overall economy remains strong and the major trade and medical cus-tomers appear stable. Key strategies to increase our business in this division include: leveraging the point ofsale information that BookNet Canada will provide to quickly identify opportunities and risks,continuing to invest in medical, general interest, language, and business book marketing,improving the supply chain in order to create customer value and meet 2005 targets toreduce cycle time, and improving our fill rate and retail sell-through.

OUTLOOK

1. Kasper, Harrison’s Principles of Internal Medicine, 16/e

2. Harrap, Harrap’s French and English Pocket Dictionary

3. Kirsch, The Ultimate New York Body Plan

4. Crocker, Schaum’s Outline of French Grammar

5. Goleman, Primal Leadership

6. O’Neil, How To Make Money in Stocks, 3/e

7. Matthews and Matthews, Windows XP Quicksteps

Key products in the Trade, Professional, and MedicalDivision in 2004:

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By publishing under a joint imprint, McGraw-Hill Ryerson and Les Éditions de la Chenelière areable to concurrently publish French and English editions of secondary and post-secondary titles.Chenelière/McGraw-Hill enjoyed an excellent year in 2004 with French translations of successfultitles from McGraw-Hill Ryerson. DLC and MHR are working together to develop English andFrench proposals simultaneously to fit various calls for resources across Canada.

In 2005, DLC’s Higher Education Group will be publishing 40 new titles, most of which will betranslations of McGraw-Hill Ryerson titles. For example, the group expects great results from thenew French Edition of O’Leary’s Computing Essentials which has also been sold to Dunod in Franceand Ross’s Corporate Finance. Chenelière/McGraw-Hill will continue to build its School and HigherEducation publishing program, in part through leveraging McGraw-Hill Ryerson’s excellent list. Thelong-standing contract between McGraw-Hill Ryerson and DLC, which includes the joint imprint aswell as agreements covering translation, warehousing, and distribution, will continue to benefitboth companies in 2005.

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(“DLC”)Chenelière/McGraw-Hill

1. Garrison, Managerial Accounting

2. Belch, Advertising and Promotion

3. Beer, Vector Mechanics for Engineers (Dynamics)

4. Shively, Pouvoir et décision, 2/e

Key titles published for 2004 were as follows:

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EDITORIAL, DESIGN, AND PRODUCTION DEPARTMENT

McGraw-Hill Ryerson’s Editorial, Design, and Production (EDP) Department provides project management,technical production, and manufacturing services for a wide variety of product offerings. In 2004, EDP over-saw the production of more than 150 new titles and supplements and 400 reprints.

Business alliances with key vendors in Canada, the U.S., and overseas allow for competitive pricing and ensurethe highest quality of materials for McGraw-Hill Ryerson’s products. These alliances help to guarantee thetimely delivery of products to the Company’s warehouse for distribution to customers. In addition, a closeworking relationship with its majority shareholder provides McGraw-Hill Ryerson with the opportunity to lever-age the buying powers and established best practices of a multi-billion dollar corporation.

INFORMATION SYSTEMS AND TECHNOLOGY (IS&T)

The technology group focused their efforts on upgrading and stabilizing the Oracle ERP system, integratingglobal platforms, and enhancing Business-to-Business (B2B) capabilities. Efforts in 2005 will focus on expand-ing B2B capabilities to provide customers with enhanced alternatives for online connectivity and informationexchange.

CUSTOMER SATISFACTION DIVISION

The Customer Satisfaction Division provides customer service and logistical support to ensure a high level ofservice to our customers. With the stabilization of the Oracle platform, efforts have turned to a series ofprocess and quality initiatives designed to improve results across the entire supply chain. Simply put, our aimis to further reduce order cycle times to customers.

In 2005, efforts will centre on completing these activities and supporting our B2B enhancements to maximizethe timely fulfillment of customer orders. We are confident that our efforts will result in service levels thatexceed customer expectations.

HUMAN RESOURCES

With the implementation phase of our internal Oracle ERP roll-out completed, employee training activity isreturning to a concentration on general management and staff development, with prime emphasis on modu-lar educational units such as Team Learning and Online Learning. We will continue to emphasize profession-al development in 2005 by holding several company-wide need-specific development events.

Our progressive benefits plan (including a bonus plan covering all employees, flexible health benefits, and acompany pension plan) has helped us attract and retain a very strong employee workforce. Although this wasanother challenging year for employees, morale and employee commitment has been maintained.

InitiativesMajor Support

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Management’s Discussion and Analysis ofOperating Results and Financial Position

This management's discussion and analysis (“MD&A”) provides adetailed analysis of McGraw-Hill Ryerson's business and comparesits 2004 financial results with those of the previous year. In orderto better understand the MD&A, it should be read in conjunctionwith the Financial Statements for the year ended December 31,2004 and its related notes. The Corporation prepares and files itsconsolidated financial statements and MD&A using Canadian dol-lars and in accordance with Canadian generally accepted account-ing principles (“GAAP”). The financial statements and MD&A, aswell as additional information regarding McGraw-Hill Ryerson,including the Annual Information Form, are available atwww.sedar.com. This MD&A is made as February 3, 2005.

Cautionary Note Regarding Forward-Looking StatementsSome of the information contained in this MD&A may contain"forward looking statements". Forward looking statements mayinclude, among others, statements regarding our future plans,

costs, objectives or economic performance, or the assumptionsunderlying any of the foregoing. In this MD&A we use wordssuch as "may," "would," "could," "will," "likely," "believe,""expect," "anticipate," "intend," "plan," "forecast," "project,""estimate," and similar words to identify forward looking state-ments. Forward looking statements should not be read as guar-antees of future performance or results, and will not necessarilybe accurate indications of whether, or the times at or by which,such future performance will be achieved. Forward looking state-ments are based on information available at the time and/ormanagement's good faith belief with respect to future eventsand are subject to known and unknown risks, uncertainties, andother unpredictable factors, many of which are beyond our con-trol. These risks and uncertainties include, but are not limited to,those described under the heading "Risks and Uncertainties,"and could cause actual events or results to differ materially fromthose projected in any forward looking statements. We do notintend, nor do we undertake any obligation, to update or reviseany forward looking statements contained in this MD&A toreflect subsequent information, events, or circumstances.

Selected Annual Financial Results (In Thousands of Dollars)2004 2003 2002 2001 2000

Net Sales 86,222 86,864 93,279 86,599 74,985% increase/(decrease) (0.7)% (6.9)% 7.7% 15.5% (1.3%)

% of Net SalesHigher Education sales 60.4% 58.7% 50.5% 52.3% 50.2%School sales 28.3% 29.3% 37.3% 34.0% 32.7%Trade, Professional,

and Medical sales 11.2% 12.0% 12.2% 13.7% 17.1%

% of Net SalesImported product sales 51.5% 51.4% 54.5% 52.1% 54.6%Canadian and adaptations sales 47.2% 46.7% 44.2% 45.8% 42.7%Agency sales 1.3% 1.9% 1.3% 2.1% 2.7%

Total expenses 77,457 79,009 86,086 78,075 69,309% of total operating revenue 89.8% 91.0% 92.3 % 90.2% 92.4%

Net income 7,023 6,104 6,156 6,631 4,639% of total operating revenue 8.1% 7.0% 6.6% 7.7% 6.2%Net Income per share $3.52 $3.06 $3.08 $3.32 $2.32

Total assets 87,372 86,881 95,406 86,054 73,821Return on assets (%) 8.0% 7.0% 6.5% 7.7% 6.3%

Cash dividend payments 1,408 1,288 1,198 1,078 1,080

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Liquidity and Financial Resources (In Thousands of Dollars — except Per Share Data)2004 2003 2002 2001 2000

As at December 31, 2004Cash and cash equivalents 21,496 21,452 14,121 21,307 8,133Total assets 87,372 86,881 95,406 86,054 73,821Working capital 39,188 31,505 23,881 22,744 20,748Accounts receivable 17,231 14,991 18,372 15,804 15,866Inventory 11,543 11,483 15,227 9,465 9,863

For the 12 Months Ended December 31, 2004Cash flow from operations 7,190 13,891 5,602 23,353 413Prepublication investment 5,079 4,836 7,532 7,530 6,268Capital asset additions 659 436 4,058 1,571 1,185Dividends paid per share 0.705 0.645 0.60 0.54 0.50

REVENUE McGraw-Hill Ryerson had a decrease in net sales of 0.7% in 2004,with sales of $86.2 million, compared to $86.9 million in 2003.

McGraw-Hill Ryerson's Higher Education Division enjoyed anotheryear of sales growth and gained market share. Sales grew by 2.1%over 2003 with sales of $52.1 million in 2004 up from $51.0 million.The School Division sales decreased to $24.4 million, or 3.9%lower than $25.4 million in 2003. This resulted from Ontario SchoolBoard's focus on purchasing core resources for elementary schools(as opposed to the High School market), where the Company doesnot have significant product offerings. Trade, Professional, andMedical Division sales declined 6.9% from 2003 sales of $10.4 mil-lion to $9.7 million, mainly the result of the Company terminatingseveral agency relationships at the end of 2003 and the continueddecline of the computer book market.

Canadian publications and adaptations increased to 47.2% of totalsales in 2004 from 46.7% as a result of the growth in the HigherEducation publishing program. Sales of product imported from TheMcGraw-Hill Companies, Inc. remained reasonably consistent with2003 and made up 51.4% of total sales in both years. Agency salesdecreased slightly to 1.3% of total sales in 2004 from 1.8% in 2003.On average, the Company earns higher margins on Canadian publi-cations than on imported product or agency product.

EXPENSESIn 2004, total expenses decreased 2.0% to $77.4 million from$79.0 million in the prior year. Expenses as a percentage of oper-ating revenue decreased to 89.8% in 2004 from 91.0% in 2003.

Operating expenses, comprised of cost of product and royalties,decreased to $38.9 million from $41.1 million. This 5.4%decrease is the result of the sales decrease, as well as strongermargins for both Canadian and imported product. Margins onimported product increased as a result of the strengtheningCanadian dollar.

Editorial, selling, general, and administrative expensesdecreased 0.6% to $30.5 million from $30.7 million in 2003. Thisis a result of strong expense controls and productivity improve-ments across many divisions of the Company. The Oracle ERPsystem, now fully implemented, has helped to produce thesesavings. These expenses as a percentage of sales are consistentwith 2003 at 35.3%.

The Company's total amortization expense increased 1.9%.Prepublication amortization increased 4.8% to $6.7 million from$6.4 million in the prior year. The increase is due to the invest-ment in traditional as well as digital products in the Canadianpublishing programs in the Higher Education and SchoolDivisions. Capital asset amortization has decreased 8.8% as aresult of the minimal amount of capital spending during both2003 and 2004.

The foreign exchange gain of $0.2 million is lower than the $1.0million exchange gain in 2003, as the Canadian dollar gained22% in 2003 compared to 6% in 2004. This, combined with theCompany's actions to mitigate the impact of fluctuating currencyvalues, has resulted in the smaller gain this year.

The effective tax rate decreased to 34.8% [2003 - 37.2%]. 2003rates were impacted by increases in provincial tax rates.

Cash levels at December 31, 2004 were consistent with those ofthe prior year end.

The accounts receivable balance increased to $17.2 million from$15.0 million in the prior year as a result of a $3.0 million salesincrease in the fourth quarter of 2004 compared to 2003. TheCompany's collection performance is closely monitored in accor-dance with credit terms and industry standards and remainsvery strong.

Inventory levels have remained consistent with those of theprior year.

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Prepublication investment increased from $4.8 million to $5.0 mil-lion due to the continued growth of the Company's Canadian pub-lishing program in both the School and Higher Education Divisions.

Capital asset purchases of $0.7 million ($0.4 million in 2003) con-sisted mainly of technology equipment purchases and buildingimprovements. These purchases are in line with the continuinggoal of leveraging new technologies.

The Company has entered into operating leases, primarily forautomobiles, for which the estimated future minimum annuallease payments are $0.2 million in 2005 and $0.1 million in 2006.

The Company has future purchase commitments with a vendor forprinting/copying costs. The minimum annual commitments are$0.7 million in 2005, $0.7 million in 2006, and $0.4 million in 2007.

The Company's cash flow is cyclical during the year resulting fromour sales cycle, with high cash balances in the first and fourth quar-ters. During the low-cash phase of the cycle, in the second and thirdquarters, the Company has a line of credit available to meet fore-casted needs. The line of credit was not used in 2004. TheCompany generated significant cash from operations in 2004,which will be used to help grow the business in future years.

Transactions with Related PartiesThe Company is a subsidiary of The McGraw-Hill Companies, Inc.which owns 70.1% of the outstanding common shares. Underlong-standing arrangements, the Company purchases books andeducational materials from the parent company and variousinternational subsidiaries of The McGraw-Hill Companies, Inc.Inventory purchases from the parent company in 2004 were$37.8 million, down from $39.0 million in 2003. In addition, theCompany pays royalties to the parent company for any titles thathave been adapted to the Canadian market.

The Company also sells books and educational materials to vari-ous international subsidiaries of The McGraw Hill Companies,Inc. These purchases and sales are recorded at the exchangerates in effect at the time of the transaction. In the normalcourse of business, the Company reimburses (and is reimbursed)for common expenses shared with other McGraw-Hill entities.All such reimbursements are done at cost, using exchange ratesin effect at the time of the transactions.

The Company owed related parties $8.7 million at the end of2004, compared with $12.2 million at December 31, 2003 andwas owed $2.8 million by the related parties at the end of 2004,up from $2.0 million at the end of 2003.

Quarterly Income Statement ($000 — except Per Share Data)Quarter Ended Quarter Ended Quarter Ended Quarter Ended Full Year

March 31 June 30 Sept. 30 Dec. 312004 2003 2004 2003 2004 2003 2004 2003 2004 2003

Total Revenue 10,614 10,069 16,380 18,158 37,800 40,144 23,431 20,364 88,225 88,735Net Income

(Loss) for the period (1,819) (1,071) 153 317 6,124 6,155 2,565 703 7,023 6,104

Net Income (Loss) per share ($ 0.91) $ (0.54) $ 0.08 $ 0.16 $ 3.07 $ 3.08 $ 1.28 $ 0.35 $ 3.52 $ 3.06

Quarterly Results

The Company's sales are cyclical, based on the education indus-try's school terms for the School and Higher Education divisions.As a result, the Company earns a significant amount of its totalsales in the third and fourth quarters of each year.

In the fourth quarter of 2004, total revenue was up 15.1% com-pared to the prior year. Sales in the Higher Education Divisionwere up $2.7 million or 21%, compared to the fourth quarter oflast year, as a result of decreased returns. Net income increasedby $1.9 million, reflecting a significant improvement in grossmargin. The improvement was caused by a change in sales mixas well as the strengthening Canadian dollar which helped toimprove the margin on product imported from The McGraw-HillCompanies in the U.S.

Critical Accounting EstimatesThe preparation of financial statements in accordance withCanadian generally accepted accounting principles requires man-agement to make estimates and assumptions that affect the report-ed amounts of assets and liabilities, and disclosure of contingentassets and liabilities at the date of the financial statements and thereported amounts of revenue and expenses during the reportingperiod. Actual results may differ from those estimates.

The critical accounting estimates included in the financialstatements are as follows:

The comparative quarterly information has been reclassi-fied from statements previously presented to conform tothe presentation of the 2004 quarterly information.

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The inventory obsolescence reserve is based upon manage-ment's assessment of the marketplace of products indemand as compared to the number of units currently onhand. This calculation is completed for each title. Shouldthe estimate for inventory obsolescence vary by one percent-age point, it would have an approximate $0.1 million impacton operating profit.

The allowance for doubtful accounts is calculated by review-ing any specifically identified aged accounts plus a generalprovision for the balance of the accounts. The impact onoperating profit for a one percentage point change in theallowance for doubtful accounts rate is $0.2 million.

The estimate for sales return reserve is calculated using theforecasted rate of returns in future periods. This forecast iscalculated separately for each segment, and is based on theaverage rate of returns over the past three years. Should theestimate for sales returns vary by one percentage point, itwould have an approximate $0.5 million impact on operatingprofit.

OtherThe number of common shares outstanding as of December 31,2004 was 1,996,638.

RISKS AND UNCERTAINTIES

Educational Funding and Curriculum Revisions inthe School MarketEducational funding varies from year to year depending on thecurrent government's mandate. The annual provincial govern-ment mandates affect both the funding levels and curriculumrevision cycles. To help overcome the impact of public fundingconstraints, the Company has made great strides in researching,developing, and marketing innovative learning resources. Theseresources meet specific learning needs of students while reduc-ing the number of required teacher-contact hours.

Format and Delivery of Future Learning ResourcesChanging media technology continues to affect the publishingindustry in several ways: sales of non-print materials have begunto increase as a percentage of total sales; there has been anincrease in electronic piracy over the Internet; and, most impor-tantly, the format of future learning resources remains uncertain.

In response to these technological changes, all of the Company'sdivisions are developing innovative non-print products as well asworking on ways to prevent piracy. Further investment in thismarket will be dependent on demand, cost, revenue manage-ment, and the acceptance of new technology by our customers.

Competition from Foreign-Based Virtual BookstoresThe advent of virtual bookstores in the U.S. and other countrieshas created an avenue for Canadian consumers and students topurchase published product directly from foreign retailers, thus

eliminating the Canadian marketers and distributors of the prod-uct. In particular, students will be able to access a very largesource of second-hand product, not previously experienced inCanada. Canadian virtual bookstores, on the other hand, haveproven to be effective retailers of McGraw-Hill Ryerson productand the Company is aggressively pursuing this market segment.

Copyright LawRecent court rulings in Canada have reinforced user rights. Asmedia technology continues to evolve, publishers may find itmore difficult to protect their content effectively. These factorsmay impact the Company's future sales and royalties from copy-right collectives.

Dependency on Retail National AccountsWhile national accounts, such as Indigo Books & Music Inc.,account for a small portion of the Company's total business, theirincreasing influence in the marketplace can increase the volatil-ity of sales and returns.

Foreign ExchangeThe following table sets forth, for each period indicated, theexchange rate for Canadian dollars expressed in U.S. dollars atthe end of that period.

2002 2003 2004

Dec. 31 Dec. 31 Mar. 31 June 30 Sept. 30 Dec. 31

Exchange Rate 0.633 0.771 0.745 0.734 0.777 0.815

A significant portion of the Company's purchases is incurred inU.S. dollars. As a result, major exchange-rate fluctuationsbetween the Canadian and U.S. dollars will either positively ornegatively affect net income. The Company is employing policiesto minimize the impact of these currency fluctuations.

OutlookFiscal 2005 is expected to be another stable sales year for theCompany. Moderate enrolment increases and demand for theHigher Education Division's industry-leading products and servic-es will drive modest growth in that division. The Trade,Professional, and Medical Division is also forecasting a slightincrease in sales for 2005, driven by continued demand for itsBusiness and General Reference titles. This will, however, beoffset by a forecasted decline in the School Division as a resultof a continuing trend toward School Board spending on coreresources for elementary schools where the Company does nothave significant product offerings.

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The financial statements and all the information in this Annual Report were prepared by the man-agement of McGraw-Hill Ryerson Limited, which is responsible for their integrity and objectivity.

These financial statements — prepared in conformity with appropriately chosen Canadian gen-erally accepted accounting principles, and including amounts based on management's best esti-mates and judgments — present fairly McGraw-Hill Ryerson's financial condition and the resultsof the Company's operations. Other financial information given in this report is consistent withthese financial statements.

McGraw-Hill Ryerson's management maintains a system of internal accounting controls designedto provide reasonable assurance that the financial records accurately reflect the Company's oper-ations and that the Company's assets are protected against loss. Consistent with the concept ofreasonable assurance, the Company recognizes that the relative cost of these controls should notexceed the expected benefits in maintaining these controls. These controls further assure thequality of the financial records in several ways: the careful selection and training of managementpersonnel, maintaining an organizational structure that provides an appropriate division of finan-cial responsibilities, and communicating financial and other relevant policies through theCorporation.

The financial statements in this report have been audited by Ernst & Young LLP, CharteredAccountants, in accordance with Canadian generally accepted auditing standards. The independ-ent auditors were retained to express an opinion on the financial statements, which appears onpage 21.

McGraw-Hill Ryerson's Board of Directors is responsible for ensuring that management fulfills itsresponsibilities for financial reporting and is ultimately responsible for reviewing and approvingthe financial statements. The Board carries out this responsibility principally through its AuditCommittee, which meets periodically with management and the independent auditors to ensurethat each group is carrying out its respective responsibilities. In addition, the independent audi-tors have full and free access to the Audit Committee and meet with it with no representativesfrom management present.

John D. DillPresident and Chief Executive Officer

Management ReportTo the Shareholders of McGraw-Hill Ryerson Limited

Gordon DyerExecutive Vice Presidentand Chief Financial Officer

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Auditors’ ReportTo the Shareholders of McGraw-Hill Ryerson Limited

We have audited the balance sheets of McGraw-Hill Ryerson Limited as at December 31, 2004and 2003, and the statements of income and retained earnings and cash flows for the years thenended. These financial statements are the responsibility of the Company's management. Ourresponsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards.Those standards require that we plan and perform an audit to obtain reasonable assurancewhether the financial statements are free of material misstatement. An audit includes examin-ing, on a test basis, evidence supporting the amounts and disclosures in the financial statements.An audit also includes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statement presentation.

In our opinion, these financial statements present fairly, in all material respects, the financialposition of the Company as at December 31, 2004 and 2003 and the results of its operations andits cash flows for the years then ended in accordance with Canadian generally accepted account-ing principles.

Toronto, Canada,January 21, 2005 Chartered Accountants

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Balance Sheets

(In Thousands of Dollars)As at December 31 2004 2003

Assets CurrentCash and cash equivalents 21,496 21,452Accounts receivable [net of allowance for book returns

of $6,820; [2003 - $6,962] [note 8] 17,231 14,991Due from parent and affiliated companies [note 2] 2,776 2,009Inventories 11,543 11,483Prepaid expenses and other 328 297Future tax assets [note 5] 2,411 2,461Total current assets 55,785 52,693Capital assets, net [note 3] 19,733 20,673Other assets, net [note 4] 11,854 13,515

87,372 86,881

Liabilities and Shareholders’ EquityCurrentAccounts payable and accrued charges 7,409 7,298Income taxes payable 453 1,708Due to parent and affiliated companies [note 2] 8,735 12,182Total current liabilities 16,597 21,188Future tax liabilities [note 5] 942 1,475Total liabilities 17,539 22,663Commitments [note 6]

Shareholders’ EquityShare capital

Authorized 5,000,000 common sharesIssued and outstanding 1,996,638 common shares 1,997 1,997

Retained earnings 67,836 62,221Total shareholders' equity 69,833 64,218

87,372 86,881

(See accompanying Notes to Financial Statements on pages 25–29.)

On behalf of the Board

H. Ian Macdonald, O.C., LL.D., Director John D. Dill, Director

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(In Thousands of Dollars — except Per Share Data)Years ended December 31 2004 2003

RevenueSales, less returns 86,222 86,864Other 2,003 1,871

88,225 88,735

ExpensesOperating [note 2] 38,859 41,058Editorial, selling, general and administrative 30,507 30,694Amortization [note 7] 8,339 8,184Foreign exchange gain (248) (1,014)Interest — 87

77,457 79,009Income before income taxes 10,768 9,726Provision for (recovery of) income taxes [note 5]

Current 4,228 4,000Future (483) (378)

3,745 3,622Net income for the year 7,023 6,104

Retained earnings, beginning of year 62,221 57,405Dividends paid to shareholders [$0.705 per share;

2003 - $0.645 per share] (1,408) (1,288)Retained earnings, end of year 67,836 62,221

Earnings per shareBasic $3.52 $3.06

(See accompanying Notes to Financial Statements on pages 25–29.)

Statements of Income and Retained Earnings

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(In Thousands of Dollars)Years ended December 31 2004 2003

Operating Activities Net income for the year 7,023 6,104Add (deduct) non-cash items

Amortization 8,339 8,184Future income taxes (483) (378)

14,879 13,910Net change in non-cash working capital balances

related to operations [note 10] (7,689) (19)Cash provided by operating activities 7,190 13,891

Investing ActivitiesPre-publication costs (5,079) (4,836)Additions to capital assets (659) (436)Cash used in investing activities (5,738) (5,272)

Financing ActivitiesDividends paid to shareholders (1,408) (1,288)Cash used in financing activities (1,408) (1,288)

Net increase in cash during the year 44 7,331Cash and cash equivalents, beginning of year 21,452 14,121Cash and cash equivalents, end of year 21,496 21,452

(See accompanying Notes to Financial Statements on pages 25–29.)

Statements of Cash Flows

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(Tabular amounts are in Thousands of Dollars)

Summary of Significant AccountingPolicies

The accompanying financial statements of McGraw-Hill RyersonLimited (the “Company”) have been prepared in accordance withCanadian generally accepted accounting principles. The mostsignificant accounting policies are as follows:

Cash and Cash EquivalentsThe Company considers all highly liquid instruments with a matu-rity date of ninety days or less at the date of acquisition to becash equivalents.

Allowance for Doubtful Accounts and Sales ReturnsThe accounts receivable reserve methodology is based on histor-ical analysis and a review of outstanding balances. A significantestimate for the Company is the allowance for sales return,which is based on the historical rate of return and current mar-ket conditions.

InventoriesInventories are stated at the lower of cost, on a first-in, first-outbasis, and net realizable value. A significant estimate for theCompany is the reserve for inventory obsolescence. The reserveis based upon management's assessment of the marketplace ofproducts on demand as compared to the number of units cur-rently on hand.

Capital assetsCapital assets are recorded at cost less accumulated amortiza-tion. Amortization is provided on a straight-line basis at the fol-lowing annual rates:

Building: 2-1/2%Computer equipment: 3-7 yearsFurniture, fixtures, and equipment: 10% to 20%

Prepublication costsPrepublication costs include third party services, preparation andplate costs, which are amortized from the year of copyright overthe lesser of five years and the expected sales life of the relatedpublication. The Company periodically evaluates the remaininglives and recoverability of such costs, which is sometimesdependent upon program acceptance by provincial authorities,based on expected undiscounted cash flows.

GoodwillEffective January 1, 2002, goodwill is no longer amortized but issubject to an annual review for impairment, which consists of a

comparison of the fair value of the assets to their carrying value.Based on the annual impairment review for 2004, the Companydetermined that no provision for impairment was required.

Foreign exchange translationForeign cash balances and amounts receivable from or payableto foreign affiliates are translated into Canadian dollars at therates of exchange prevailing at year end. Transactions denomi-nated in foreign currencies are translated into Canadian dollarsat the exchange rates at the date of the transactions. Any result-ing gains or losses are included in net income for the year.

Revenue recognitionThe Company recognizes revenue for product sales, net of esti-mated returns, when the products are shipped to customers,which is also when title passes to the customer.

Other revenue is comprised mainly of rental income, interest andother miscellaneous income, and is recognized as earned on amonthly basis.

Pension costsThe Company has a defined contribution pension plan for allemployees for which the Company's contributions are expensedas incurred. The Company also has a supplemental employeeretirement plan for executives. Total pension expense during theyear is $756,000 (2003 – $789,000).

Income taxesThe Company uses the liability method of accounting for incometaxes. Under the liability method, future tax assets and liabilitiesare determined based on differences between the financialreporting and tax bases of assets and liabilities and are meas-ured using the substantively enacted tax rates and laws that willbe in effect when the differences are expected to reverse.

Earnings per shareThe weighted average number of common shares used inthe computation of earnings per share for 2004 is 1,996,638(2003 – 1,996,638).

Use of EstimatesThe preparation of financial statements in accordance withCanadian generally accepted accounting principles requiresmanagement to make estimates and assumptions that affect thereported amounts of assets and liabilities and disclosure ofcontingent assets and liabilities at the date of the financialstatements and the reported amounts of revenue and expensesduring the reporting period. Actual results may differ from thoseestimates.

1

Notes to Financial Statements

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Related Party TransactionsThe Company is a subsidiary of The McGraw-Hill Companies, Inc.which owns 70.1% of the outstanding common shares.Transactions with related parties are as follows:

Under long-standing arrangements, the Company, in the normalcourse of business, purchases books and educational materialsfrom the parent company and various international subsidiariesof The McGraw-Hill Companies, Inc.

The Company pays royalties to the parent company for any U.S.titles that have been adapted to the Canadian market.

The Company also in the normal course of business sells books andeducational materials to various international subsidiaries of TheMcGraw-Hill Companies, Inc. These purchases and sales are record-ed at the exchange rates in effect at the time of the transaction.

The Company reimburses (and is reimbursed) for commonexpenses shared with other McGraw-Hill entities. All such reim-bursements are at cost, using exchange rates in effect at thetime of the transaction.

Terms of payment vary from 50 to 90 days (2003 – 60 to 120 days),net from the transaction date and all amounts are non-interestbearing.

2

Amounts due from parent and affiliated companies consist of the following:2004 2003

Parent $1,984 $1,276Common-controlled enterprises 792 733

$2,776 $2,009

Amounts due to parent and affiliated companies consist of the following:2004 2003

Parent $8,685 $12,118Common-controlled enterprises 50 64

$8,735 $12,182

Related party transactions with parent and affiliated companies consist of the following:2004 2003

Inventory purchasesParent $37,827 $38,984 Common-controlled enterprises 539 456

Royalties paid to parent 1,131 945

Common expenses paid to parent 261 278

Common expenses reimbursed from parent 74 71

Capital AssetsCapital assets consist of the following:

3

2004 2003Accumulated Net Accumulated Net

Cost amortization book value Cost amortization book value

Land $3,598 $ — $ 3,598 $ 3,598 $ — $ 3,598Building 17,967 5,914 12,053 17,741 5,466 12,275Computer equipment 5,615 3,736 1,879 5,604 3,122 2,482Furniture, fixtures, and equipment 4,032 1,829 2,203 3,784 1,466 2,318

$31,212 $11,479 $19,733 $30,727 $10,054 $20,673

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2004 2003Prepublication costs $37,354 $32,504Accumulated amortization 25,863 19,352Net book value 11,491 13,152Goodwill 363 363

$11,854 $13,515

Other AssetsOther assets consist of the following:

4

2004 2003Current future tax assetsAllowance for book returns and other items $ 2,411 $ 2,461

Non-current future tax liabilities (assets)Capital assets 2,965 3,186Pre-publication costs (2,023) (1,711)

$ 942 $ 1,475

2004 2003

Tax at combined federal and provincial tax rates $3,889 $3,562Manufacturing and processing profits deduction (240) (248)Increase (decrease) in future income taxes resulting from statutory tax rate change (30) 244Other 126 64

$3,745 $3,622

Income TaxesUnder the liability method, future tax assets and liabilities are determined based on differences between the financial reporting and taxbases of assets and liabilities. Significant components of the Company's future tax assets and liabilities are as follows:

5

The reconciliation of the provision for income taxes computed at the statutory tax rates is as follows:

Commitments6

The Company has a $22,000 contingent letter of credit to secure the release of goods from customs prior to payment of duties at theCanadian border.

The Company has entered into operating leases, primarily for auto-mobiles, for which the estimated future minimum annual leasepayments are as follows:

2005 $2392006 $1472007 $ 49

$435

The Company has future purchase commitments with a vendor forprinting/copying costs. The minimum commitments are as follows:

2005 $ 7342006 $ 7492007 $ 445

$1,928

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2004 2003

Capital assets $1,599 $1,753Prepublication costs 6,740 6,431

$8,339 $8,184

AmortizationAmortization consists of the following:

7

Financial InstrumentsThe Company's financial instruments consist of cash and cashequivalents, accounts receivable, due from/to parent and affiliatedcompanies, accounts payable and accrued charges, and incometaxes payable. At December 31, 2004 and 2003, the fair value ofthe Company's financial instruments approximate their carryingvalue due to the short-term maturity of these instruments.

The Company's five largest customers make up approximately 29%(2003 – 29%) of the accounts receivable balance and approximate-ly 14% (2003 – 13%) of net sales.

Segmented DisclosureThe Company is structured on a market-focus basis and operatesin three primary market areas: post-secondary education, includ-ing universities and community colleges (“Higher Education”);secondary and elementary schools and proprietary colleges(“School”) and trade, professional, and medical, including retail-ers, distributors, libraries, non-traditional booksellers, directmarketing, and the medical sector (“Trade, Professional, andMedical”). The accounting policies of these operating segmentsare the same as those described in the summary of significantaccounting policies.

98

2004 2003 Trade, Warehouse, Trade, Warehouse,

Higher Professional, Fulfillment, Higher Professional, Fulfillment,Education School and Medical & Support Totals Education School and Medical & Support Totals

Sales, less returns $52,111 $24,418 $9,693 $ — $86,222 $51,040 $25,415 $10,409 $ — $86,864Amortization 3,018 3,911 22 1,388 8,339 2,500 4,186 30 1,468 8,184 Income (loss)

before income taxes 12,408 6,335 1,527 (9,502) 10,768 11,237 7,462 1,362 (10,335) 9,726

Provision for income taxes — — — 3,745 3,745 — — — 3,622 3,622

Total expenditures for additions to capital assets 119 40 13 487 659 102 20 17 297 436

Segment assets 23,322 13,357 4,451 19,355 60,485 21,644 13,869 5,059 20,255 60,827

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Statements of Cash FlowsThe net change in non-cash working capital balances related to operations consists of the following:

10

Segment Assets 2004 2003Segment assets $60,485 $60,827

Unallocated assets

Cash and cash equivalents 21,496 21,452

Due from parent and affiliated companies 2,776 2,009

Prepaid expenses and other 204 132

Future income tax assets 2,411 2,461

Total assets $87,372 $86,881

2004 2003

Accounts receivable (2,240) 3,381Due from parent and affiliated companies (767) 4,391Inventories (60) 3,744Prepaid expenses and other (31) 63Income taxes recoverable/payable (1,255) 3,347Accounts payable and accrued charges 111 (2,495)Due to parent and affiliated companies (3,447) (12,450)

(7,689) (19)

Supplemental cash flow informationInterest paid — 87Net taxes paid 5,743 824

Comparatives have been reclassified from statements previously presented to conform to the presentation of the current year.

Reconciliations

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The following selected financial data of the Company, as it relates to the nine years ended December 31, 2004, is derived from the auditedfinancial statements of the Company.

Comparative Statement of Income ($000s — except Per Share Data)

Selected Financial Data

Years ended December 31 2004 2003 2002 2001 2000 1999 1998 1997 1996

Revenue 88,225 88,735 95,343 88,725 76,471 77,391 68,356 61,883 44,163Expenses 77,457 79,009 86,086 78,075 69,309 66,924 58,999 54,072 41,154Income Taxes 3,745 3,622 3,101 4,019 2,523 4,618 4,150 3,363 1,392Income from continuing operations 7,023 6,104 6,156 6,631 4,639 5,849 5,207 4,448 1,617Income from continuing operations per share $ 3.52 $ 3.06 $ 3.08 $ 2.32 $ 2.32 $ 2.93 $ 2.61 $ 2.23 $ 0.81Net income (loss) 7,023 6,104 6,156 6,631 4,639 5,849 5,207 4,448 1,617Net income (loss) per share $ 3.52 $ 3.06 $ 3.08 $ 3.32 $ 2.32 $ 2.93 $ 2.61 $ 2.23 $ 0.81Dividends paid per share $ 0.705 $ 0.645 $ 0.60 $ 0.54 $ 0.54 $ 0.50 $ 0.40 $ 0.20 $ 0.20

Balance Sheet DataTotal Assets 87,372 86,881 95,406 86,054 73,821 74,689 62,348 55,005 55,103

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Dividends have been paid on the common shares of the Companyat an annual rate of seventy and one-half cents (0.705¢) per sharesince this rate was established with the quarterly payment ofeighteen cents (18.0¢) per share on May 27, 2004. At their meet-ing held on April 22, 2004, the Board of Directors approved anincrease in the quarterly dividend to 18.0¢ per share to sharehold-ers of record as at May 6, 2004. This dividend increase took effectwith the payment of the first quarter dividend on May 27, 2004.

The determination to declare or pay dividends is entirely at the dis-cretion of the Board of Directors of the Company, based upon rec-ommendations from the Finance Committee of the Board ofDirectors, and will depend upon the Company's financial condition,results of operations, capital requirements, and such other factorsas the Board of Directors and Finance Committee consider relevant.

$30.00

$35.00

$40.00

$25.00

$20.00

$15.00

2003 2004200220012000199919981997199619951994

$10.00

$5.00

$5.00

$0.00

$(5.00)

$(10.00)

Dividend Policy

199319921991

Share price Net Profit Per Share

Dividend per share

$0.00

$(5.00)

2003 2004200220012000199919981997199619951994199319921991

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The Gold Award for OutstandingContributionSelection Criteria:

Selflessly acts for the benefit of others in the CompanyUnfailingly dedicated to fulfilling and exceeding the needs ofthe organizationActs to support McGraw-Hill Ryerson's culture and valuesImpacts organizational results significantly

Award: Gold Coin + $1,000 + Engraved Plaque

2004 Winner — Raymond Ho

The Norma Christensen EditorialExcellence Award Selection Criteria:The person or team who best embodies

The drive and perseverance to create great product with suc-cess in the marketplaceAn uncompromising commitment to qualityThe highest editorial standards

Award: $1,000

2004 Winner — School Mathematics Making Connections7 & 8 Team: Linda Allison, Maggie Cheverie, Jean Ford,Erin Hartley, Val Janicki, Kristi Moreau, Jodi Rauch,Crystal Shortt, Diane Wyman

The Seary Award for Outstanding Sales Selection Criteria:

Sales success in meeting and exceeding the annual salestargetTenacity in the pursuit of meeting customer needsWorking as an outstanding team player to keep their divisionsuccessfulDedication to the culture of McGraw-Hill RyersonUnfailing good humour

Award: $1,000

2004 Winner — Linda Stoewner

The Heather Somerville MarketingExcellence Award Selection Criteria:The person or team who

Develops, plans, and executes a successful marketing effortDemonstrates initiative, creativity, perseverance, and com-petitive drive

Award: $1,000

2004 Winner — Donna Pike, Scott Millar, Erich Volk,Tom Gale

The Theresa Courneyea OutstandingService Award Selection Criteria:

The person or team that demonstrates the commitment toquality, teamwork, and creativity in meeting and exceedingthe needs of customers

Award: $1,000

2004 Winner — Finance Team: Nancy Stewart, PaulineDonnelly, Bonnie Saxon, Heverly Abrahams, Raymond Ho,Lorie Montebello, Christine Thayer, Sheri Drozd, JakeQian, Lisa Payne, Kristine Abbott, Anne Read

The Murray Lamb Creativity andInnovation Award Selection Criteria:

The person or team that develops or effectively implementsa creative or innovative idea, product, program, or processthat significantly benefits the company.

Award: $1,000

2004 Winner — EDP Reprint Team: Janie Deneau,Yolanda Pigden, Madeleine Harrington, Michelle Saddler,Jaime Smith, Margaret Henderson, Emily Hickey

Throughout the year, 52 Employee Recognition Awards were pre-sented to employees who made a significant contribution to theCompany and were recommended to management by anyone inthe Company.

President’s Club Awards

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The Pat Vidler Scholarship was presented to four very deservingchildren of employees in 2004:

Laura Henderson, daughter of Janet Henderson, HigherEducation Division

Laura is currently attending her first year at the University ofWestern Ontario, majoring in Bachelor of Science-Kinesiology. Her goal is to become a certified AthleticTherapist. Laura's interests include music and dance. Shetaught dance for many years through the Community Schoolprogram and received her first Canada Cord award from GirlGuides of Canada.

Sheanah Hussain, daughter of Sayeeda Hussain, HigherEducation Division

Sheanah started at Seneca College this past September inthe Law Clerk Program. Since this program is affiliated withYork University, she plans to enter the Law and SocietyProgram after graduating from Seneca. Sheanah has appliedto volunteer for the fourth year in a row helping mentallychallenged adults, and has recently been accepted as amember of the Seneca Student Body.

Claudia Chu, daughter of Maria Chu, Higher EducationDivision

Claudia is in her first year at University of Toronto in the LifeScience Program. She attended the Father Leo J. AustinCatholic Secondary School where she received two awardsupon graduation: the Secondary School Students AchievementAward and the Lieutenant Governor Volunteer Award.

Katie Rayner, daughter of Margaret Rayner, School Division

Katie is attending her first year at Trent University, studyingHistory and Political Science. She made the Trent VarsityRowing Team and competed in Ontario, Canadian, and U.S.university regattas, winning several races in the women'slightweight doubles event. Katie will continue her studies atTrent next year and then hopes to spend her third year inEurope on an international university exchange.

Scholarships

McGraw-Hill Ryerson Limited believes Canadians will flourish incommunities that are healthy, well educated, culturally rich, andsocially secure. The Company will support programs thatincrease the abilities of people in our communities to learn, growintellectually, master new skills, and maximize their individualtalents for school, work, and community.

Matching Gift ProgramThe Company will match any employee's financial gift to anynon-profit Canadian organization that supports education, learn-ing, and literacy up to a maximum of $2,000 per employee peryear (including the United Way matching contributions). In 2004,there were 3 matches totaling $1,000, not including the UnitedWay donations.

United Way ProgramMcGraw-Hill Ryerson will match any employee's United Waycontribution. When an employee contributes a day's pay to the

United Way, he/she may take a paid day off work to perform vol-unteer work to support the activities of any non-profit organiza-tion or a worthy project in the community. In 2004, the Companymatched employee contributions of $8,350.21.

Employee Volunteer Support ProgramWhen an employee participates, on a regular basis for a year ormore, in a qualified program of volunteer support throughschools and non-profit organizations (education, health or fit-ness, and social services) and has an ongoing commitment of atleast fifty hours a year, McGraw-Hill Ryerson will support theprogram with a $300 contribution. In 2004, the Company sup-ported three organizations for a total of $900.

McGraw-Hill Ryerson’s 2004Corporate Contribution Programs

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1. Robert J. BahashExecutive Vice President – Chief Financial

Officer, The McGraw-Hill Companies, Inc. since 1988

Joined McGraw-Hill in 1974Became a Director in 1988Member of the Finance CommitteePrevious posts include:Senior Vice President, Finance and

ManufacturingSenior Vice President, Corporate Financial

Operations

2. James G. BarnesProfessor of MarketingMemorial University of Newfoundland

since 1968Became a Director in 1988Member of the Audit CommitteePrevious posts include:Dean, Memorial University – 1978–1988Co-Founder and a Director – Bristol GroupChairman of the Corporate Governance and

Nominating Committee

3. J. Mark DesLauriersPartnerOsler, Hoskin & Harcourt LLPJoined Osler, Hoskin & Harcourt in 1983Became a Director in 2001Chairman of the Compensation CommitteeMember of the Executive Committee

4. John D. DillPresident and Chief Executive Officer

McGraw-Hill Ryerson LimitedJoined McGraw-Hill Ryerson in 1993Became a Director in 1993Member of the Executive Committee

and the Finance CommitteePrevious positions include:President, John Wiley and Sons Canada LimitedSenior management positions at Holt

Rinehart and WinstonDirector, Recognia, Inc.Past President of the Canadian Book

Publishers Council,Past Secretary Treasurer of BookNet Canada

Directors

6. Brian D. HeerGroup President, McGraw-Hill Higher

Education, Professional and International Publishing, The McGraw-Hill Companies, Inc.,since January 2003

Joined The McGraw-Hill Companies, Inc. in 1999Became a Director in 2001Member of the Audit Committee Previous positions include:President, International Publishing Group President, Prentice Hall CanadaExecutive Vice President, International

Thomson Publishing Scientific, Technical, Medical and Professional Group in the U.S.

President and CEO of Van Nostrand Reinhold

5. Henry HirschbergPresident, McGraw-Hill Education, The

McGraw-Hill Companies, Inc. since 2002Became a Director in 2003Member of the Executive Committee and the

Compensation CommitteePrevious positions include:Group President, McGraw-Hill Higher

Education, Professional and InternationalPresident, Pearson Higher Education Group

7. H. Ian MacdonaldChairman of the Board of Directors of

McGraw-Hill Ryerson Limited since 1996Became a Director in 1985Chairman of the Finance CommitteeMember of the Executive Committee,

Corporate Governance and NominatingCommittee, and the Compensation Committee

President Emeritus and Professor of Economicsand Public Policy at York University

Officer of the Order of CanadaPast Chairman of the Board of Governors of

The Commonwealth of Learning

8. Manon R. Vennat, CMPresently, Principal of Manon Vennat & AssociatesUntil October 2004 was Chairman, SpencerStuart

in MontrealMember of the Bar of QuebecMember of the Order of CanadaBecame a Director in 1988Chairman of the Audit CommitteeMember of the Corporate Governance and

Nominating Committee, and the CompensationCommittee

Previous positions include:Vice President, Managing Director, SpencerStuart

in MontrealVice President, Administration, General Counsel at

AES Data

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H. Ian Macdonald, O.C. LL.D.Chairman of the Board Appointment in 1996Became a member of the Board in 1985See Biography in Directors

John D. DillPresident and Chief Executive OfficerBecame an Officer in 1993See Biography in Directors

Gordon K. DyerExecutive Vice President, Chief Financial

Officer and Secretary-Treasurer Became an Officer in 2003Prior Employment – Vice President, Finance

at Teletech Canada Inc.

Petra M. CooperPresident*

Higher Education Division Became an Officer in 1997Prior Employment – Vice President and

National Sales Manager at John Wiley and Sons U.S.

* transferred out of this position as Divisional President andOfficer effective January 1, 2005

Nancy L. GerrishPresident School Division Became an Officer in 1999Prior Employment – Director of Sales and

Marketing for the School Division at McGraw-Hill Ryerson Limited

Marshall I. MorrisExecutive Vice President Customer Satisfaction Became an Officer in 1996Prior Employment – various management

positions at Canadian Tire Corporation

Carl PoslunsExecutive Vice PresidentHuman Resources Became an Officer in 1994Prior Employment – Vice President, Human

Resources, Smithbooks (FICG Inc.)

Clive PowellExecutive Vice PresidentEditorial, Design, and Production Became an Officer in 1997Prior Employment – Director of Production

at McGraw-Hill Ryerson Limited

Julia O. WoodsPresidentTrade, Professional, and Medical DivisionBecame an Officer in 1994Prior Employment – Vice President,

Professional Reference and Trade at John Wiley and Sons Canada Limited

Officers

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Executive OfficesMcGraw-Hill Ryerson Limited300 Water StreetWhitby, Ontario L1N 9B6Telephone: (905) 430-5000Facsimile: (905) 430-5020http://www.mcgrawhill.ca

Corporate and Shareholder InformationGordon DyerSecretary-TreasurerTelephone: (905) 430-5032

Annual Meeting of ShareholdersMcGraw-Hill Ryerson Limited300 Water StreetWhitby, OntarioWednesday, June 15, 2005at 11:00 a.m.

Exchange ListingsThe Toronto Stock ExchangeStock Symbol: MHR

Outside Legal CounselOsler, Hoskin & Harcourt LLPBarristers & SolicitorsToronto

AuditorsErnst & Young LLPChartered AccountantsToronto

BankersCitibank Canada

Registrar and Transfer AgentInvestors are encouraged to contact our Transfer Agent andRegistrar, CIBC Mellon Trust Company, for information regardingtheir security holdings. They can be reached at:

CIBC Mellon Trust CompanyP.O. Box 7010Adelaide Street Postal StationToronto, OntarioM5C 2W9

AnswerLine™

(416) 643-5500 or 1-800-387-0825 (Toll Free throughout North America)Facsimile: (416) 643-5501Web site: www.cibcmellon.caE-mail: inquiries@cibcmellon.ca

RecyclingThis report has been printed on recyclable acid-free papers.

Shareholder and Corporate Information

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International Affiliates

The McGraw-Hill Companies, Inc.New York, New York

McGraw-Hill Australia Pty. LimitedSydney, N.S.W., Australia

Tata McGraw-Hill Publishing Company PrivateLimitedNew Delhi, India

McGraw-Hill Book Company New Zealand, Pty.LimitedAuckland, New Zealand

McGraw-Hill Education AsiaSingapore

McGraw-Hill International (U.K.) LimitedMaidenhead, England

The McGraw-Hill Companies, SRLMilan, Italy

Editora McGraw-Hill de Portugal, Ltda.Lisbon, Portugal

McGraw-Hill International Enterprises, Inc.Athens, Greece

Editorial Interamericana, S.A.Bogota, D.E., Colombia

McGraw-Hill/Interamericana Editores, S.A. de C.V.Mexico, D.F., Mexico

McGraw-Hill/Interamericana de Espana, S.A.Madrid, Spain

McGraw-Hill/Interamericana de Venezuela, S.A.Caracas, Venezuela

McGraw-Hill (Malaysia) Sdn. BhdSelangor, Malaysia

McGraw-Hill International Enterprises, Inc.Metro Manila, Philippines

McGraw-Hill/Interamericana de Chile LimitadaSantiago, Chile

McGraw-Hill/Interamericana, Inc.Rio Piedras, Puerto Rico

McGraw-Hill Korea, Inc.Seoul, Korea

McGraw-Hill International Enterprises, Inc.Johannesburg, South Africa

McGraw-Hill International Enterprises, Inc.Kowloon, Hong Kong

McGraw-Hill International Enterprises, Inc.Taipei, Taiwan

McGraw-Hill International Enterprises, Inc.Bangkok, Thailand

McGraw-Hill Interamericana do Brasil Ltda.Sao Paulo, Brazil

The McGraw-Hill Companies, GmbHFrankfurt, Germany

The McGraw-Hill Companies, S.A.Paris, France

www.mcgrawhill.ca