EX-99.1 2 a2145523zex-99_1.htm EXHIBIT 99.1
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Exhibit 99.1

The Thomson Corporation
Metro Center, One Station Place
Stamford, CT 06902
Tel (203) 539-8000
www.thomson.com
GRAPHIC

News Release
 
Media Contact:
Jason Stewart
Vice President, Media Relations
(203) 539-8339
jason.stewart@thomson.com

For Immediate Release
Investor Contact:
Frank J. Golden
Vice President, Investor Relations
(203) 539-8470
frank.golden@thomson.com

Thomson Reports 9% Revenue Growth and 11% Earnings Per
Share Growth for the Third Quarter of 2004

        STAMFORD, Conn., October 26, 2004 — The Thomson Corporation (NYSE: TOC; TSX: TOC), one of the world's leading information services providers, today reported solid revenue and earnings growth in the third quarter of 2004 compared to the same period last year.

        Revenues rose 9% to $2.22 billion in the quarter and earnings increased 11% to $0.52 per share. After adjusting for discontinued operations, one-time items, and the impact from a tax accounting change, earnings increased 9% to $0.47 per share.

        Thomson President and CEO Richard J. Harrington commented, "Thomson posted revenue increases across each of our businesses, including double-digit gains at our Financial and Scientific & Healthcare market groups. Overall revenue growth once again came largely from our core operations, where we continue to see strong sales of electronically-delivered products, software tools and services, as well as improving conditions in some of our important markets.

        "We also benefited from the contribution of recent acquisitions, particularly at Thomson Financial, where TradeWeb and CCBN — both acquired this year — continue to perform above our initial expectations. Acquisitions help to round out our content and software offerings and enable us to enter new adjacent markets where we see additional growth potential. We have closed or announced acquisitions totaling about $1.5 billion so far in 2004. We don't anticipate any significant additional activity for the balance of the year and will likely see a return to a more normal level in 2005.

        "We are pleased with our performance so far this year and we remain on track to achieve full-year 2004 revenue growth in line with our 7 to 9 percent long-term target. More important, we are positioning Thomson for continued success by offering our customers information solutions that are critical to their daily workflow needs and make them more productive while also strengthening Thomson's position as a trusted business partner."

        -more-


Thomson Reports Third-Quarter 2004 Results
October 26, 2004
Page 2

Results for the Third Quarter of 2004

        Revenues increased 9% to $2.22 billion in the third quarter of 2004 as a result of core growth, acquisitions and favorable currency translation. Excluding the effects of currency translation, revenues rose 7% in the quarter.

        Earnings attributable to common shares were $344 million, or $0.52 per share, in the third quarter of 2004, compared to $306 million, or $0.47 per share, in the third quarter of 2003. After adjusting for discontinued operations, one-time items, and the impact from a tax accounting change, underlying earnings were $308 million, or $0.47 per share, for the third quarter this year, compared to $280 million, or $0.43 per share, in the third quarter of 2003. The major one-time item in the quarter was a $35 million tax benefit resulting from a UK tax law change.

        Adjusted EBITDA increased 10% to $735 million in the quarter. Adjusted EBITDA margin increased to 33.1% for the third quarter from 32.8% in the prior-year period.

        Free cash flow in the third quarter was up 25% to $360 million, compared to $287 million in 2003 primarily due to higher adjusted EBITDA and a voluntary pension contribution made in the prior-year period for which there was no comparable outlay in 2004.

Market Group Third-Quarter Highlights

Legal & Regulatory

    Revenues were $840 million, a 6% increase over the prior-year period, and adjusted EBITDA grew 4% to $272 million.

    Revenue growth was largely driven by sales of U.S. and international online legal services, strong demand for legal software, growth in the legal education business primarily as a result of increased enrollments, and strong growth in FindLaw, a marketing platform for law firms.

    As the Legal & Regulatory group continued to shift print customers to online products and services, print and CD sales declined slightly in the quarter.

    Adjusted EBITDA growth benefited from higher revenues, partially offset by increased spending related to growth initiatives.

Learning

    Revenues were $752 million, a 5% increase over the prior-year period and adjusted EBITDA grew 9% to $302 million.

    Revenue growth was largely the result of increased sales in higher education, library reference electronic products, and international operations. Revenue growth also reflected increased sales in professional e-testing, corporate e-learning, and vocational education. Growth was offset, in part, by continued weakness in the IT training market.

        -more-


Thomson Reports Third-Quarter 2004 Results
October 26, 2004
Page 3

Financial

    Revenues grew to $455 million, an increase of 22% over the third quarter of 2003, and adjusted EBITDA increased 21% to $128 million.

    Revenue growth was due primarily to acquired companies (primarily CCBN and TradeWeb). Thomson Financial also posted core revenue growth for the second consecutive quarter.

    The Thomson ONE suite of products continued to gain traction in the marketplace, as sales of Thomson ONE workstations increased 12% in the third quarter of 2004, and increased 46% for the nine-month period, due to new client wins and user migration from legacy products.

Scientific & Healthcare

    Revenues were $187 million, up 11% from the third quarter of 2003, while adjusted EBITDA increased 25% to $50 million.

    Revenue growth was driven by acquisitions, including BIOSIS, continued strong subscription growth of Web of Science, Web of Knowledge and MICROMEDEX, increased revenues from healthcare print products, primarily due to a shift in timing from the fourth quarter to the third quarter of 2004, and growth in customer spending for healthcare decision support products.

    Adjusted EBITDA growth reflected higher revenues and cost management efforts.

Corporate & Other

    On October 8, 2004, Thomson announced it had signed a definitive agreement to sell the Thomson Media group for $350 million in cash to Investcorp. The transaction is expected to close by year-end, subject to regulatory approvals and other customary closing conditions. Beginning in the second quarter of 2004, results for Thomson Media have been reported as discontinued operations and prior periods have been reclassified to reflect this change.

Nine-Months Results

        Revenues for the first nine months of 2004 increased 9% to $5.77 billion. Excluding the effects of currency translation, revenues rose 7% in the first nine months.

        Earnings attributable to common shares were $571 million, or $0.87 per common share, for the first nine months of 2004, compared to $482 million, or $0.74 per common share, in the comparable 2003 period. Adjusted earnings for the nine months of 2004, which exclude discontinued operations, one-time items, and the impact from a tax accounting change, were $481 million, or $0.73 per common share, compared to $356 million, or $0.54 per common share, for the comparable period in 2003. The major one-time items in the nine months of 2004, included a $22 million pretax gain from a legal settlement, as well as a $35 million tax benefit resulting from a UK tax law change.

        Free cash flow for the first nine months of 2004 increased to $691 million, versus $501 million in the comparable 2003 period.

        -more-


Thomson Reports Third-Quarter 2004 Results
October 26, 2004
Page 4

2004 Financial Outlook

        Thomson expects full-year 2004 revenue growth to be in line with the Corporation's long-term target of 7% to 9% (excluding the effects of currency translation). Full-year 2004 revenue growth will continue to be driven by growth from existing businesses and supplemented by acquisitions.

        Adjusted EBITDA is expected to continue to grow in the fourth quarter versus last year. Full-year adjusted EBITDA margin is expected to improve slightly reflecting continued operating improvements, partially offset by higher pension costs and corporate expenses.

        As stated in the previous outlook, overall adjusted earnings in the second half of the year are expected to grow at a lower rate than in the first half due largely to higher depreciation and a higher effective tax rate versus the second half of 2003.

        Thomson also expects to continue to generate strong free cash flow through the end of 2004.

The Thomson Corporation

        The Thomson Corporation (www.thomson.com), with 2003 revenues from continuing operations of $7.44 billion, is a global leader in providing integrated information solutions to business and professional customers. Thomson provides value-added information, software tools and applications to more than 20 million users in the fields of law, tax, accounting, financial services, higher education, reference information, corporate training and assessment, scientific research and healthcare. With operational headquarters in Stamford, Conn., Thomson has approximately 38,000 employees and provides services in approximately 130 countries. The Corporation's common shares are listed on the New York and Toronto stock exchanges (NYSE: TOC; TSX: TOC).

The Thomson Corporation will webcast a discussion of third-quarter results beginning at 10:30 am EDT today. To participate in the webcast, please visit www.thomson.com and click on the "Investor Relations" link located at the top of the page.

        -more-


Thomson Reports Third-Quarter 2004 Results
October 26, 2004
Page 5

Note: The Corporation's financial statements are prepared in accordance with Canadian generally accepted accounting principles (GAAP) and are reported in U.S. dollars. Prior periods have been restated for discontinued operations. Segmented results are presented on the basis of ongoing businesses, which exclude disposals. Disposals are businesses sold or held for sale, which do not qualify as discontinued operations. Adjusted EBITDA, adjusted EBITDA margin, adjusted operating profit, free cash flow and adjusted earnings from continuing operations are used by Thomson to measure the Corporation's and its segments' performance but do not have any standardized meaning prescribed by GAAP and therefore are unlikely to be comparable with the calculation of similar measures used by other companies, and should not be viewed as alternatives to operating profit, operating profit as a percentage of revenues, net earnings, cash flow from operations or other measures of financial performance calculated in accordance with GAAP. We reconcile non-GAAP financial measures to the most directly comparable GAAP measure in the following tables. We define adjusted EBITDA as earnings from continuing operations before interest, taxes, depreciation and amortization, net other income and equity in net losses of associates, net of tax. Because adjusted EBITDA excludes interest and taxes, it provides a more standard comparison among businesses by eliminating differences that arise due to the manner in which they were acquired or funded. We use the measure as a supplemental cash flow metric as adjusted EBITDA also excludes depreciation and amortization of identifiable intangible assets, which are both non-cash charges. Net other income, which normally includes items such as gains and losses on sales of businesses, is excluded from adjusted EBITDA, as this item is not considered relevant to operating performance. Finally, as the results of equity in associates are not directly under our control, we exclude this item from our analysis of current operating performance. We also use adjusted EBITDA margin, which we define as adjusted EBITDA as a percentage of revenues. Adjusted operating profit is defined as operating profit before amortization of identifiable intangible assets. We use this measure for our segments because we do not consider such amortization to be a controllable operating cost for purposes of assessing the current performance of our segments. We also use adjusted operating profit margin, which we define as adjusted operating profit as a percentage of revenues. We evaluate our operating performance based on free cash flow, which we define as net cash provided by operating activities less additions to property and equipment, other investing activities and dividends paid on our preference shares. We use free cash flow as a performance measure because it represents cash available to repay debt, pay common dividends and fund new acquisitions. We present our earnings attributable to common shares and per share amounts after adjusting for non-recurring items, discontinued operations, and other items affecting comparability, which we refer to as adjusted earnings from continuing operations and adjusted earnings per common share from continuing operations. We use these measures to assist in comparisons from one period to another. Adjusted earnings per common share from continuing operations do not represent actual earnings per share attributable to shareholders.

This news release, in particular the section under the heading "2004 Financial Outlook," includes forward-looking statements that are based on certain assumptions and reflect the Corporation's current expectations. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. Some of the factors that could cause actual results to differ materially from current expectations are: actions of our competitors; failure of our significant investments in technology to increase our revenues or decrease our operating costs; failure to fully derive anticipated benefits from our acquisitions; failure to develop additional products and services to meet our customers' needs, attract new customers or expand into new geographic markets; failure to meet the special challenges involved in expansion of our operations outside North America; failure to recruit and retain high quality management and key employees; consolidation of our customers; increased self-sufficiency of our customers; increased accessibility by our customers to free or relatively inexpensive information sources; failure to maintain the availability of information obtained through licensing arrangements and changes in the terms of our licensing arrangements; changes in the global economic conditions; inadequate protection of our intellectual property rights; an increase in our effective income tax rate; impairment loss affecting our goodwill and identifiable intangible assets recorded on our balance sheet; and failures or disruptions of our electronic delivery systems or the Internet. Additional factors are discussed in the Corporation's materials filed with the securities regulatory authorities in Canada and the United States from time to time, including the Corporation's annual information form, which is contained in its annual report on Form 40-F for the year ended December 31, 2003. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


Thomson Reports Third-Quarter 2004 Results
October 26, 2004
Page 6


CONSOLIDATED STATEMENT OF EARNINGS
(millions of U.S. dollars, except per common share data)
(unaudited)

 
  Three Months Ended September 30
  Nine Months Ended September 30
 
 
  2004
  2003(1)
  2004
  2003(1)
 
 
   
  (restated)

   
  (restated)

 
Revenues     2,223     2,044     5,771     5,305  
Cost of sales, selling, marketing, general and administrative expenses     (1,488 )   (1,373 )   (4,261 )   (3,972 )
Depreciation     (173 )   (162 )   (454 )   (430 )
Amortization     (70 )   (69 )   (210 )   (210 )
   
 
 
 
 
Operating profit     492     440     846     693  
Net other (expense) income     (1 )   23     28     79  
Net interest expense and other financing costs     (63 )   (64 )   (176 )   (192 )
Income taxes     (100 )   (101 )   (148 )   (133 )
Equity in net losses of associates, net of tax         (3 )   (1 )   (12 )
   
 
 
 
 
Earnings from continuing operations     328     295     549     435  
Earnings from discontinued operations, net of tax     16     12     24     34  
   
 
 
 
 
Net earnings     344     307     573     469  
Dividends declared on preference shares         (1 )   (2 )   (8 )
Net gain on redemption of Series V preference shares                 21  
   
 
 
 
 
Earnings attributable to common shares     344     306     571     482  
   
 
 
 
 
Basic and diluted earnings per common share   $ 0.52   $ 0.47   $ 0.87   $ 0.74  
   
 
 
 
 
Supplemental earnings information:                          
Earnings attributable to common shares, as above     344     306     571     482  
Adjustments:                          
  One time items:                          
    Net other expense (income)     1     (23 )   (28 )   (79 )
    Tax on above item         9     11     8  
    Release of tax credits     (35 )       (35 )    
    Net gain on redemption of Series V preference shares                 (21 )
Interim period effective tax rate normalization(2)     14         (14 )    
Discontinued operations     (16 )   (12 )   (24 )   (34 )
   
 
 
 
 
Adjusted earnings from continuing operations     308     280     481     356  
   
 
 
 
 
Adjusted basic and diluted earnings per common share from continuing                          
operations   $ 0.47   $ 0.43   $ 0.73   $ 0.54  
   
 
 
 
 

Notes to consolidated statement of earnings

(1)
Effective January 1, 2004, Thomson adopted a new accounting standard related to the recognition of liabilities for asset retirement obligations comprising obligations to restore leased facilities on termination of leases. This standard required restatement of all prior periods. In the consolidated statements of earnings and cash flow, for the three and nine months ended September 30, 2003, depreciation expense was increased by $1 million and $2 million, respectively, and income taxes were decreased by $1 million in each period, resulting in no change in net earnings for the three months ended September 30, 2003 and a decrease of $1 million in net earnings for the nine months ended September 30, 2003. In addition, the company restated all periods to reflect Thomson Media as a discontinued operation.

(2)
Adjustment to reflect income taxes based on the estimated full year effective tax rate of the consolidated group. As a result of this tax accounting change, reported earnings for the three and nine months ended September 30, 2004 reflect income taxes based on estimated effective tax rates of each of the group's jurisdictions. The adjustment reallocates estimated full-year income taxes between interim periods, but has no effect on full year income taxes.

Thomson Reports Third-Quarter 2004 Results
October 26, 2004
Page 7


CONSOLIDATED BALANCE SHEET
(millions of U.S. dollars)

 
  September 30, 2004
  December 31, 2003(1)
 
  (unaudited)

  (restated)

Assets        
Cash and cash equivalents   374   683
Accounts receivable, net of allowances   1,389   1,497
Inventories   324   309
Prepaid expenses and other current assets   303   307
Deferred income taxes   181   181
Current assets of discontinued operations   30   67
   
 
Current assets   2,601   3,044

Property and equipment, net

 

1,579

 

1,538
Identifiable intangible assets, net   4,499   4,334
Goodwill   8,594   8,089
Other non-current assets   1,316   1,247
Non-current assets of discontinued operations   202   433
   
 
Total assets   18,791   18,685
   
 
Liabilities and shareholders' equity        
Liabilities        
Short-term indebtedness   19   87
Accounts payable and accruals   1,407   1,520
Deferred revenue   871   939
Current portion of long-term debt   211   484
Current liabilities of discontinued operations   54   115
   
 
Current liabilities   2,562   3,145

Long-term debt

 

4,106

 

3,684
Other non-current liabilities   1,028   998
Deferred income taxes   1,602   1,608
Non-current liabilities of discontinued operations   29   57
   
 
Total liabilities   9,327   9,492

Shareholders' equity

 

 

 

 
Capital   2,683   2,639
Cumulative translation adjustment   285   259
Retained earnings   6,496   6,295
   
 
Total shareholders' equity   9,464   9,193
   
 
Total liabilities and shareholders' equity   18,791   18,685
   
 

(1)
Effective January 1, 2004, Thomson adopted a new accounting standard related to the recognition of liabilities for asset retirement obligations comprising obligations to restore leased facilities on termination of leases. This standard required restatement of all prior periods. In the consolidated balance sheet, retained earnings at December 31, 2003 were reduced by $7 million. In addition, the company restated the December 31, 2003 balance sheet to reflect Thomson Media as a discontinued operation.

Thomson Reports Third-Quarter 2004 Results
October 26, 2004
Page 8


CONSOLIDATED STATEMENT OF CASH FLOW
(millions of U.S. dollars)
(unaudited)

 
  Three Months Ended September 30
  Nine Months Ended September 30
 
 
  2004
  2003
  2004
  2003
 
 
   
  (restated)

   
  (restated)

 
Cash provided by (used in):                  

Operating activities

 

 

 

 

 

 

 

 

 
Net earnings   344   307   573   469  
Remove earnings from discontinued operations   (16 ) (12 ) (24 ) (34 )
Add back (deduct) items not involving cash:                  
  Amortization of development costs and capitalized software   9   7   24   31  
  Depreciation   173   162   454   430  
  Amortization   70   69   210   210  
  Net losses (gains) on disposals of businesses and investments   1   (1 ) (4 ) (57 )
  Deferred income taxes   (9 ) 85   4   99  
  Equity in losses of associates, net of tax     3   1   12  
  Other, net   12   18   102   83  
Voluntary pension contribution     (50 )   (50 )
Changes in working capital and other items   (68 ) (162 ) (205 ) (294 )
Cash provided by operating activities — discontinued operations   15   27   30   46  
   
 
 
 
 
Net cash provided by operating activities   531   453   1,165   945  
   
 
 
 
 
Investing activities                  
Acquisitions   (155 ) (64 ) (810 ) (186 )
Proceeds from disposals       11   284  
Additions to property and equipment, less proceeds from disposals   (159 ) (147 ) (430 ) (368 )
Other investing activities   (12 ) (14 ) (40 ) (61 )
Additions to property and equipment of discontinued operations     (3 ) (2 ) (6 )
Proceeds from disposals of discontinued operations       137   2  
Cash used in other investing activities — discontinued operations     2   (5 ) (15 )
   
 
 
 
 
Net cash used in investing activities   (326 ) (226 ) (1,139 ) (350 )
   
 
 
 
 
Financing activities                  
Proceeds from debt     450   434   451  
Repayments of debt   (332 ) (250 ) (332 ) (250 )
Net borrowings (repayments) under short-term loan facilities   13   (257 ) (75 ) 4  
Redemption of Series V preference shares         (311 )
Dividends paid on preference shares     (2 ) (2 ) (9 )
Dividends paid on common shares   (122 ) (115 ) (362 ) (540 )
Other financing activities, net   1   (2 ) 2   (1 )
   
 
 
 
 
Net cash used in financing activities   (440 ) (176 ) (335 ) (656 )
   
 
 
 
 
Translation adjustments     7     8  
   
 
 
 
 
(Decrease) increase in cash and cash equivalents   (235 ) 58   (309 ) (53 )
Cash and cash equivalents at beginning of period   609   598   683   709  
   
 
 
 
 
Cash and cash equivalents at end of period   374   656   374   656  
   
 
 
 
 
Supplemental cash flow information:                  
Net cash provided by operating activities, as above   531   453   1,165   945  
Additions to property and equipment, as above   (159 ) (147 ) (430 ) (368 )
Other investing activities, as above   (12 ) (14 ) (40 ) (61 )
Additions to property and equipment of discontinued operations     (3 ) (2 ) (6 )
Dividends paid on preference shares, as above     (2 ) (2 ) (9 )
   
 
 
 
 
Free cash flow   360   287   691   501  
   
 
 
 
 

Thomson Reports Third-Quarter 2004 Results
October 26, 2004
Page 9


BUSINESS SEGMENT INFORMATION*
(millions of U.S. dollars)
(unaudited)

 
  Three Months Ended September 30
  Nine Months Ended September 30
 
  2004
  2003(4)
  Change
  2004
  2003(4)
  Change
Revenues:                        
  Legal & Regulatory   840   793   6%   2,447   2,236   9%
  Learning   752   714   5%   1,531   1,438   6%
  Financial   455   372   22%   1,260   1,127   12%
  Scientific & Healthcare   187   169   11%   564   519   9%
  Intercompany eliminations   (11 ) (8 )     (33 ) (30 )  
   
 
     
 
   
  Total ongoing businesses   2,223   2,040   9%   5,769   5,290   9%
  Disposals(2)     4       2   15    
   
 
     
 
   
  Total revenues   2,223   2,044   9%   5,771   5,305   9%
   
 
     
 
   
Adjusted EBITDA:(3)                        
  Legal & Regulatory   272   262   4%   751   657   14%
  Learning   302   278   9%   337   301   12%
  Financial   128   106   21%   340   301   13%
  Scientific & Healthcare   50   40   25%   134   120   12%
  Corporate and other(1)   (17 ) (15 )     (49 ) (49 )  
   
 
     
 
   
  Total ongoing businesses   735   671   10%   1,513   1,330   14%
  Disposals(2)           (3 ) 3    
   
 
     
 
   
  Total Adjusted EBITDA   735   671   10%   1,510   1,333   13%
   
 
     
 
   
Operating Profit:(3)                        
  Adjusted Operating Profit by Segment                        
    Legal & Regulatory   223   215   4%   606   523   16%
    Learning   237   218   9%   194   170   14%
    Financial   80   62   29%   206   170   21%
    Scientific & Healthcare   43   33   30%   113   97   16%
    Corporate and other(1)   (21 ) (19 )     (60 ) (60 )  
   
 
     
 
   
    Total ongoing businesses   562   509   10%   1,059   900   18%
    Disposals(2)           (3 ) 3    
   
 
     
 
   
  Total adjusted operating profit   562   509   10%   1,056   903   17%
  Amortization   (70 ) (69 )     (210 ) (210 )  
   
 
     
 
   
  Operating Profit   492   440   12%   846   693   22%
   
 
     
 
   

* Notes to business segment information for continuing operations

(1)
Corporate and other includes corporate costs and costs associated with the Corporation's stock related compensation expense.

(2)
Disposals consist of the results of businesses sold or held for sale, which do not qualify as discontinued operations.

(3)
Please see reconciliations to GAAP measures in the following tables.

(4)
Effective January 1, 2004, Thomson adopted a new accounting standard related to the recognition of liabilities for asset retirement obligations. This standard required restatement of all prior periods. For the three and nine months ended September 30, 2003, adjusted operating profit was decreased by $1 million and $2 million, respectively.

Thomson Reports Third-Quarter 2004 Results
October 26, 2004
Page 10


RECONCILIATIONS

RECONCILIATION OF ADJUSTED EBITDA TO NET EARNINGS AND ADJUSTED OPERATING PROFIT
TO OPERATING PROFIT
(millions of U.S. dollars, unaudited)

 
  For the Three Months Ended September 30, 2004
 
 
  Legal & Regulatory
  Learning
  Financial
  Scientific & Healthcare
  Corporate and Other
  Ongoing
  Disposals
  Total
 
Adjusted EBITDA   272   302   128   50   (17 ) 735     735  
Less:                                  
  Depreciation   (49 ) (65 ) (48 ) (7 ) (4 ) (173 )   (173 )
   
 
 
 
 
 
 
 
 
Adjusted operating profit   223   237   80   43   (21 ) 562     562  
Less:                                  
  Amortization   (24 ) (17 ) (23 ) (6 )   (70 )   (70 )
   
 
 
 
 
 
 
 
 
Operating profit   199   220   57   37   (21 ) 492     492  
   
 
 
 
 
 
 
     
Net other expense                               (1 )
Net interest expense and other financing costs                               (63 )
Income taxes                               (100 )
Equity in net losses of associates, net of tax                                
                               
 
Earnings from continuing operations                               328  
Earnings from discontinued operations, net of tax                               16  
                               
 
Net earnings                               344  
                               
 
 
  For the Three Months Ended September 30, 2003
 
 
  Legal & Regulatory
  Learning
  Financial
  Scientific & Healthcare
  Corporate and Other
  Ongoing
  Disposals
  Total
 
Adjusted EBITDA   262   278   106   40   (15 ) 671     671  
Less:                                  
  Depreciation   (47 ) (60 ) (44 ) (7 ) (4 ) (162 )   (162 )
   
 
 
 
 
 
 
 
 
Adjusted operating profit   215   218   62   33   (19 ) 509     509  
Less:                                  
  Amortization   (31 ) (17 ) (16 ) (5 )   (69 )   (69 )
   
 
 
 
 
 
 
 
 
Operating profit   184   201   46   28   (19 ) 440     440  
   
 
 
 
 
 
 
     
Net other income                               23  
Net interest expense and other financing costs                               (64 )
Income taxes                               (101 )
Equity in net losses of associates, net of tax                               (3 )
                               
 
Earnings from continuing operations                               295  
Earnings from discontinued operations, net of tax                               12  
                               
 
Net earnings                               307  
                               
 

Thomson Reports Third-Quarter 2004 Results
October 26, 2004
Page 11


RECONCILIATION OF ADJUSTED EBITDA TO NET EARNINGS AND ADJUSTED OPERATING
PROFIT TO OPERATING PROFIT (CONTINUED)
(millions of U.S. dollars, unaudited)

 
  For the Nine Months Ended September 30, 2004
 
 
  Legal & Regulatory
  Learning
  Financial
  Scientific & Healthcare
  Corporate and Other
  Ongoing
  Disposals
  Total
 
Adjusted EBITDA   751   337   340   134   (49 ) 1,513   (3 ) 1,510  
Less:                                  
  Depreciation   (145 ) (143 ) (134 ) (21 ) (11 ) (454 )   (454 )
   
 
 
 
 
 
 
 
 
Adjusted operating profit   606   194   206   113   (60 ) 1,059   (3 ) 1,056  
Less:                                  
  Amortization   (78 ) (52 ) (59 ) (21 )   (210 )   (210 )
   
 
 
 
 
 
 
 
 
Operating profit   528   142   147   92   (60 ) 849   (3 ) 846  
   
 
 
 
 
 
 
     
Net other income                               28  
Net interest expense and other financing costs                               (176 )
Income taxes                               (148 )
Equity in net losses of associates, net of tax                               (1 )
                               
 
Earnings from continuing operations                               549  
Earnings from discontinued operations, net of tax                               24  
                               
 
Net earnings                               573  
                               
 
 
  For the Nine Months Ended September 30, 2003
 
 
  Legal & Regulatory
  Learning
  Financial
  Scientific & Healthcare
  Corporate and Other
  Ongoing
  Disposals
  Total
 
Adjusted EBITDA   657   301   301   120   (49 ) 1,330   3   1,333  
Less:                                  
  Depreciation   (134 ) (131 ) (131 ) (23 ) (11 ) (430 )   (430 )
   
 
 
 
 
 
 
 
 
Adjusted operating profit   523   170   170   97   (60 ) 900   3   903  
Less:                                  
  Amortization   (80 ) (63 ) (47 ) (20 )   (210 )   (210 )
   
 
 
 
 
 
 
 
 
Operating profit   443   107   123   77   (60 ) 690   3   693  
   
 
 
 
 
 
 
     
Net other income                               79  
Net interest expense and other financing costs                               (192 )
Income taxes                               (133 )
Equity in net losses of associates, net of tax                               (12 )
                               
 
Earnings from continuing operations                               435  
Earnings from discontinued operations, net of tax                               34  
                               
 
Net earnings                               469  
                               
 

Thomson Reports Third-Quarter 2004 Results
October 26, 2004
Page 12

RECONCILIATION OF ADJUSTED EBITDA MARGIN AND ADJUSTED OPERATING
PROFIT MARGIN TO OPERATING PROFIT MARGIN

(as a percentage of revenue, unaudited)

 
  For the Three Months Ended September 30, 2004
 
 
  Legal & Regulatory
  Learning
  Financial
  Scientific & Healthcare
  Ongoing
  Disposals
  Total
 
Adjusted EBITDA   32.4%   40.2%   28.1%   26.7%   33.1%     33.1%  
Less:                              
  Depreciation   (5.9% ) (8.7% ) (10.5% ) (3.7% ) (7.8% )   (7.8% )
   
 
 
 
 
 
 
 
Adjusted operating profit   26.5%   31.5%   17.6%   23.0%   25.3%     25.3%  
Less:                              
  Amortization   (2.8% ) (2.2% ) (5.1% ) (3.2% ) (3.2% )   (3.2% )
   
 
 
 
 
 
 
 
Operating profit   23.7%   29.3%   12.5%   19.8%   22.1%     22.1%  
   
 
 
 
 
 
 
 
 
  For the Three Months Ended September 30, 2003
 
 
  Legal & Regulatory
  Learning
  Financial
  Scientific & Healthcare
  Ongoing
  Disposals
  Total
 
Adjusted EBITDA   33.0%   38.9%   28.5%   23.7%   32.9%     32.8%  
Less:                              
  Depreciation   (5.9% ) (8.4% ) (11.8% ) (4.2% ) (7.9% )   (7.9% )
   
 
 
 
 
 
 
 
Adjusted operating profit   27.1%   30.5%   16.7%   19.5%   25.0%     24.9%  
Less:                              
  Amortization   (3.9% ) (2.3% ) (4.3% ) (2.9% ) (3.4% )   (3.4% )
   
 
 
 
 
 
 
 
Operating profit   23.2%   28.2%   12.4%   16.6%   21.6%     21.5%  
   
 
 
 
 
 
 
 
 
  For the Nine Months Ended September 30, 2004
 
 
  Legal & Regulatory
  Learning
  Financial
  Scientific & Healthcare
  Ongoing
  Disposals
  Total
 
Adjusted EBITDA   30.7%   22.0%   27.0%   23.8%   26.2%   (150.0% ) 26.2%  
Less:                              
  Depreciation   (5.9% ) (9.3% ) (10.7% ) (3.8% ) (7.8% )   (7.9% )
   
 
 
 
 
 
 
 
Adjusted operating profit   24.8%   12.7%   16.3%   20.0%   18.4%   (150.0% ) 18.3%  
Less:                              
  Amortization   (3.2% ) (3.4% ) (4.6% ) (3.7% ) (3.7% )   (3.6% )
   
 
 
 
 
 
 
 
Operating profit   21.6%   9.3%   11.7%   16.3%   14.7%   (150.0% ) 14.7%  
   
 
 
 
 
 
 
 
 
  For the Nine Months Ended September 30, 2003
 
 
  Legal & Regulatory
  Learning
  Financial
  Scientific & Healthcare
  Ongoing
  Disposals
  Total
 
Adjusted EBITDA   29.4%   20.9%   26.7%   23.1%   25.1%   20.0%   25.1%  
Less:                              
  Depreciation   (6.0% ) (9.1% ) (11.6% ) (4.4% ) (8.1% )   (8.1% )
   
 
 
 
 
 
 
 
Adjusted operating profit   23.4%   11.8%   15.1%   18.7%   17.0%   20.0%   17.0%  
Less:                              
  Amortization   (3.6% ) (4.4% ) (4.2% ) (3.9% ) (4.0% )   (3.9% )
   
 
 
 
 
 
 
 
Operating profit   19.8%   7.4%   10.9%   14.8%   13.0%   20.0%   13.1%  
   
 
 
 
 
 
 
 



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CONSOLIDATED STATEMENT OF EARNINGS (millions of U.S. dollars, except per common share data) (unaudited)
CONSOLIDATED BALANCE SHEET (millions of U.S. dollars)
CONSOLIDATED STATEMENT OF CASH FLOW (millions of U.S. dollars) (unaudited)
BUSINESS SEGMENT INFORMATION* (millions of U.S. dollars) (unaudited)
RECONCILIATIONS
RECONCILIATION OF ADJUSTED EBITDA TO NET EARNINGS AND ADJUSTED OPERATING PROFIT TO OPERATING PROFIT (millions of U.S. dollars, unaudited)
RECONCILIATION OF ADJUSTED EBITDA TO NET EARNINGS AND ADJUSTED OPERATING PROFIT TO OPERATING PROFIT (CONTINUED) (millions of U.S. dollars, unaudited)
RECONCILIATION OF ADJUSTED EBITDA MARGIN AND ADJUSTED OPERATING PROFIT MARGIN TO OPERATING PROFIT MARGIN (as a percentage of revenue, unaudited)