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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

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|ý                                                | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|------------------------------------------------ | ----------------------------------------------------------------------------------------
|FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2002
|or                                              
|o                                                | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|FOR THE TRANSITION PERIOD FROM
 TO              

Commission file number 000-33335

LAWSON SOFTWARE, INC.(Exact name of registrant as specified in its charter)

|DELAWARE(State or other jurisdiction of
incorporation or organization) |  | 41-1251159(I.R.S. Employer
Identification Number)
|---------------------------------------------------------------------- |  | -------------------------------------------------

380 ST. PETER STREET
ST. PAUL, MINNESOTA 55102(Address of principal executive offices)

(651) 767-7000(Registrant's telephone number, including area code)

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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. YES ý NOo

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act). YES ý NOo

The
number of shares of the registrant's common stock outstanding as of January 3, 2003 was 99,480,049.

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LAWSON SOFTWARE, INC.  Form 10-Q  Index

|PART I.        |  | FINANCIAL INFORMATION                                                                                         |  |   
|-------------- |  | ------------------------------------------------------------------------------------------------------------- |  | --
|Item 1.        |  | Financial Statements                                                                                          |  |   
|               |  | Condensed Consolidated Balance Sheets at November 30, 2002 and May 31, 2002                                   |  | 3 
|               |  | Condensed Consolidated Statements of Operations for the three and six months ended November 30, 2002 and 2001 |  | 4 
|               |  | Condensed Consolidated Statements of Cash Flows for the six months ended November 30, 2002 and 2001           |  | 5 
|               |  | Notes to Condensed Consolidated Financial Statements                                                          |  | 6 
|Item 2.        |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                         |  | 13
|Item 3.        |  | Qualitative and Quantitative Disclosure about Market Risk                                                     |  | 34
|Item 4.        |  | Evaluation of Disclosure Controls And Procedures                                                              |  | 35
|PART II.       |  | OTHER INFORMATION                                                                                             |  |   
|Item 1.        |  | Legal Proceedings                                                                                             |  | 36
|Item 2.        |  | Changes in Securities and Use of Proceeds                                                                     |  | 36
|Item 3.        |  | Defaults Upon Senior Securities                                                                               |  | 36
|Item 4.        |  | Submission of Matters to a Vote of Security Holders                                                           |  | 36
|Item 5.        |  | Other Information                                                                                             |  | 36
|Item 6.        |  | Exhibits and Reports on Form 8-K                                                                              |  | 36
|SIGNATURES     |  | 38                                                                                                           
|CERTIFICATIONS |  | 39                                                                                                           

2

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

LAWSON SOFTWARE, INC.  CONDENSED CONSOLIDATED BALANCE SHEETS  (in thousands)  (unaudited)

|                                                                              |                                                    | November 30,
2002          |                                                                                     | May 31,
2002 |        
|----------------------------------------------------------------------------- | -------------------------------------------------- | -------------------------- | ----------------------------------------------------------------------------------- | ------------ | -------
|ASSETS                                                                        |                                                    |                            |                                                                                     |              |        
|Current assets:                                                               |                                                    |                            |                                                                                     |              |        
|                                                                              | Cash and cash equivalents                          |                            | $                                                                                   | 96,689       |        
|                                                                              | Marketable securities                              |                            |                                                                                     | 125,566      |        
|                                                                              | Trade accounts receivable, net                     |                            |                                                                                     | 77,825       |        
|                                                                              | Deferred income taxes                              |                            |                                                                                     | 19,285       |        
|                                                                              | Prepaid expenses and other assets                  |                            |                                                                                     | 21,569       |        
|                                                                              |                                                    |                            |                                                                                     |              |        
|                                                                              |                                                    | Total current assets       |                                                                                     |              | 340,934
|Long-term marketable securities                                               |                                                    |                            | 8,464                                                                               |              |        
|Property and equipment, net                                                   |                                                    |                            | 23,977                                                                              |              |        
|Goodwill                                                                      |                                                    |                            | 31,182                                                                              |              |        
|Other intangible assets, net                                                  |                                                    |                            | 13,586                                                                              |              |        
|Deferred income taxes                                                         |                                                    |                            | 5,449                                                                               |              |        
|Other assets                                                                  |                                                    |                            | 2,496                                                                               |              |        
|                                                                              |                                                    |                            |                                                                                     |              |        
|                                                                              |                                                    | Total assets               |                                                                                     | $            | 426,088
|                                                                              |                                                    |                            |                                                                                     |              |        
|LIABILITIES, MANDATORILY REDEEMABLE COMMON STOCK
    AND STOCKHOLDERS' EQUITY |                                                    |                            |                                                                                     |              |        
|Current liabilities:                                                          |                                                    |                            |                                                                                     |              |        
|                                                                              | Current portion of long-term debt                  |                            | $                                                                                   | 1,048        |        
|                                                                              | Accounts payable                                   |                            |                                                                                     | 12,689       |        
|                                                                              | Accrued compensation and benefits                  |                            |                                                                                     | 20,331       |        
|                                                                              | Other accrued liabilities                          |                            |                                                                                     | 14,253       |        
|                                                                              | Deferred revenue and customer deposits             |                            |                                                                                     | 80,519       |        
|                                                                              |                                                    |                            |                                                                                     |              |        
|                                                                              |                                                    | Total current liabilities  |                                                                                     |              | 128,840
|Long-term debt, less current portion                                          |                                                    |                            | 458                                                                                 |              |        
|Other long-term liabilities                                                   |                                                    |                            | 3,377                                                                               |              |        
|                                                                              |                                                    |                            |                                                                                     |              |        
|                                                                              |                                                    | Total liabilities          |                                                                                     |              | 132,675
|                                                                              |                                                    |                            |                                                                                     |              |        
|Commitments and contingencies (Note 6)                                        |                                                    |                            |                                                                                     |              |        
|Mandatorily redeemable common stock at redemption value                       |                                                    |                            | 291                                                                                 |              |        
|                                                                              |                                                    |                            |                                                                                     |              |        
|Stockholders' equity:                                                         |                                                    |                            |                                                                                     |              |        
|                                                                              | Preferred stock                                    |                            |                                                                                     |             |        
|                                                                              | Common stock                                       |                            |                                                                                     | 1,044        |        
|                                                                              | Additional paid-in capital                         |                            |                                                                                     | 304,786      |        
|                                                                              | Treasury stock, at cost                            |                            |                                                                                     | (14,498      | )      
|                                                                              | Deferred stock-based compensation                  |                            |                                                                                     | (4,978       | )      
|                                                                              | Retained earnings                                  |                            |                                                                                     | 7,956        |        
|                                                                              | Accumulated other comprehensive loss               |                            |                                                                                     | (897         | )      
|                                                                              | Adjustment for mandatorily redeemable common stock |                            |                                                                                     | (291         | )      
|                                                                              |                                                    |                            |                                                                                     |              |        
|                                                                              |                                                    | Total stockholders' equity |                                                                                     |              | 293,122
|                                                                              |                                                    |                            |                                                                                     |              |        
|                                                                              |                                                    |                            | Total liabilities, mandatorily redeemable common stock and
    stockholders' equity |              | $      
|                                                                              |                                                    |                            |                                                                                     |              |        

The
accompanying notes are an integral part of the condensed consolidated financial statements.

3

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LAWSON SOFTWARE, INC.  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS  (in thousands, except per share data)  (unaudited)

|                                                      |                                      | Three Months Ended           |        | Six Months Ended |       
|----------------------------------------------------- | ------------------------------------ | ---------------------------- | ------ | ---------------- | ------
|
|Revenues:                                             |                                      |                              |        |                  |       
|                                                      | License fees                         |                              | $      | 19,005           |       
|                                                      | Services                             |                              |        | 68,802           |       
|                                                      |                                      |                              |        |                  |       
|                                                      |                                      | Total revenues               |        |                  | 87,807
|Cost of revenues:                                     |                                      |                              |        |                  |       
|                                                      | Cost of license fees                 |                              |        | 3,603            |       
|                                                      | Cost of services                     |                              |        | 35,899           |       
|                                                      |                                      |                              |        |                  |       
|                                                      |                                      | Total cost of revenues       |        |                  | 39,502
|                                                      |                                      | Gross profit                 |        |                  | 48,305
|Operating expenses:                                   |                                      |                              |        |                  |       
|                                                      | Research and development             |                              |        | 14,286           |       
|                                                      | Sales and marketing                  |                              |        | 24,801           |       
|                                                      | General and administrative           |                              |        | 9,982            |       
|                                                      | Other general expenses (see Note 2)  |                              |        |                 |       
|                                                      | Restructuring charge                 |                              |        | 5,823            |       
|                                                      | Amortization of acquired intangibles |                              |        | 222              |       
|                                                      |                                      |                              |        |                  |       
|                                                      |                                      | Total operating expenses     |        |                  | 55,114
|                                                      |                                      |                              |        |                  |       
|Operating (loss) income                               |                                      |                              | (6,809 | )                |       
|Other income (expense):                               |                                      |                              |        |                  |       
|                                                      | Interest income                      |                              |        | 1,129            |       
|                                                      | Interest expense                     |                              |        | (33              | )     
|                                                      |                                      |                              |        |                  |       
|                                                      |                                      | Total other income (expense) |        |                  | 1,096 
|(Loss) income before income taxes                     |                                      |                              | (5,713 | )                |       
|(Benefit) provision for income taxes                  |                                      |                              | (2,228 | )                |       
|                                                      |                                      |                              |        |                  |       
|Net (loss) income                                     |                                      |                              | (3,485 | )                |       
|                                                      |                                      |                              |        |                  |       
|Accretion on preferred stock                          |                                      |                              |       |                  |       
|                                                      |                                      |                              |        |                  |       
|Net (loss) income applicable to common stockholders   |                                      | $                            | (3,485 | )                | $     
|                                                      |                                      |                              |        |                  |       
|Net (loss) income per share:                          |                                      |                              |        |                  |       
|                                                      | Basic                                |                              | $      | (0.04            | )     
|                                                      |                                      |                              |        |                  |       
|                                                      | Diluted                              |                              | $      | (0.04            | )     
|                                                      |                                      |                              |        |                  |       
|Shares used in computing net (loss) income per share: |                                      |                              |        |                  |       
|                                                      | Basic                                |                              |        | 98,453           |       
|                                                      |                                      |                              |        |                  |       
|                                                      | Diluted                              |                              |        | 98,453           |       
|                                                      |                                      |                              |        |                  |       

The
accompanying notes are an integral part of the condensed consolidated financial statements.

4

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LAWSON SOFTWARE, INC.  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  (in thousands)  (unaudited)

|                                                 |                                                                                                    | Six Months Ended                                                              |                                       
|------------------------------------------------ | -------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------- | --------------------------------------
|
|Cash flows from operating activities:            |                                                                                                    |                                                                               |                                       
|                                                 | Net (loss) income                                                                                  |                                                                               | $                                     
|                                                 | Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: |                                                                               |                                       
|                                                 |                                                                                                    | Depreciation and amortization                                                 |                                       
|                                                 |                                                                                                    | Provision for doubtful accounts                                               |                                       
|                                                 |                                                                                                    | Tax benefit from stockholder transactions                                     |                                       
|                                                 |                                                                                                    | Tax commitment from exercise of stock options                                 |                                       
|                                                 |                                                                                                    | Accretion on put warrants                                                     |                                       
|                                                 |                                                                                                    | Amortization of stock-based compensation                                      |                                       
|                                                 |                                                                                                    | Amortization of discounts on notes payable                                    |                                       
|                                                 |                                                                                                    | Amortization of discount and accretion of premium on marketable securities    |                                       
|                                                 |                                                                                                    | Restructuring                                                                 |                                       
|                                                 |                                                                                                    | Changes in operating assets and liabilities, net of effect from acquisitions: |                                       
|                                                 |                                                                                                    |                                                                               | Trade accounts receivable             
|                                                 |                                                                                                    |                                                                               | Prepaid expenses and other assets     
|                                                 |                                                                                                    |                                                                               | Accounts payable                      
|                                                 |                                                                                                    |                                                                               | Accrued and other liabilities         
|                                                 |                                                                                                    |                                                                               | Income taxes payable                  
|                                                 |                                                                                                    |                                                                               | Deferred revenue and customer deposits
|                                                 |                                                                                                    |                                                                               |                                       
|                                                 | Net cash provided by (used in) operating activities                                                |                                                                               |                                       
|                                                 |                                                                                                    |                                                                               |                                       
|Cash flows from investing activities:            |                                                                                                    |                                                                               |                                       
|                                                 |                                                                                                    | Cash paid in conjunction with acquisitions, net of cash acquired              |                                       
|                                                 |                                                                                                    | Purchases of marketable securities                                            |                                       
|                                                 |                                                                                                    | Sales and maturities of marketable securities                                 |                                       
|                                                 |                                                                                                    | Purchases of property and equipment                                           |                                       
|                                                 |                                                                                                    |                                                                               |                                       
|                                                 | Net cash provided by (used in) investing activities                                                |                                                                               |                                       
|                                                 |                                                                                                    |                                                                               |                                       
|Cash flows from financing activities:            |                                                                                                    |                                                                               |                                       
|                                                 |                                                                                                    | Principal payments on long-term debt                                          |                                       
|                                                 |                                                                                                    | Exercise of stock options                                                     |                                       
|                                                 |                                                                                                    | Issuance of treasury shares for employee stock purchase plan                  |                                       
|                                                 |                                                                                                    |                                                                               |                                       
|                                                 | Net cash provided by financing activities                                                          |                                                                               |                                       
|                                                 |                                                                                                    |                                                                               |                                       
|Increase (decrease) in cash and cash equivalents |                                                                                                    |                                                                               | 23,541                                
|Cash and cash equivalents at beginning of period |                                                                                                    |                                                                               | 73,148                                
|                                                 |                                                                                                    |                                                                               |                                       
|Cash and cash equivalents at end of period       |                                                                                                    | $                                                                             | 96,689                                
|                                                 |                                                                                                    |                                                                               |                                       

The
accompanying notes are an integral part of the condensed consolidated financial statements.

5

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LAWSON SOFTWARE, INC.  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (in thousands, except per share data)

1.    BASIS OF PRESENTATION

The unaudited condensed consolidated financial statements included herein reflect all adjustments, in the opinion of management, necessary to fairly state Lawson
Software, Inc.'s (the Company's) consolidated financial position, results of operations and cash flows for the periods presented. These adjustments consist of normal, recurring items. The
preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the
reported amounts therein. Due to the inherent uncertainty involved in making estimates, actual results in future periods may differ from those estimates. The results of operations for the period ended
November 30, 2002 are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire fiscal year ending May 31, 2003. The unaudited condensed
consolidated financial statements and notes are presented as permitted by the requirements for Form 10-Q and do not contain certain information included in the Company's annual
financial statements and notes. The accompanying interim condensed consolidated financial statements should be read in conjunction with the financial statements and related notes included in the
Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended May 31, 2002.

2.    OTHER GENERAL EXPENSES

The Company recognized $169 and $655 during the three months and six months ended November 30, 2001, respectively, in expenses related to business process
improvement initiatives designed to prepare the Company for an initial public offering. Such costs were expensed as incurred. The Company did not incur similar expenses in the three months or six
months ended November 30, 2002.

3.    PER SHARE DATA

Basic net (loss) income per share is computed using the net (loss) income applicable to common stockholders and the weighted-average number of shares of common
stock outstanding. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted net income per share for the three months and six
months ended November 30, 2001 has been calculated using the net income before accretion on preferred stock and assumes the conversion of all outstanding shares of preferred stock into shares
of common stock, as if the shares had converted immediately upon their issuance. Diluted net loss per common share does not differ from basic net loss per common share in the three months and six
months ended November 30, 2002 as potential shares of common stock from conversion of stock options and warrants were anti-dilutive. Diluted net loss per share for the three months
and six months ended November 30, 2002 excluded 24,358 potential shares of common stock from conversion of stock options and warrants as they were anti-dilutive.

6

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The
following table sets forth the computation of basic and diluted net (loss) income per share:

|                                        |                                                     | Three Months Ended
November 30,     |   | Six Months Ended
November 30,
|--------------------------------------- | --------------------------------------------------- | ----------------------------------- | - | -----------------------------
|
|Basic earnings per share computation:   |                                                     |                                     |   |                              
|                                        | Net (loss) income applicable to common stockholders |                                     | $ | (3,485                       
|                                        |                                                     |                                     |   |                              
|                                        | Weighted average common sharesbasic                |                                     |   | 98,453                       
|                                        |                                                     |                                     |   |                              
|                                        |                                                     | Basic net (loss) income per share   |   | $                            
|                                        |                                                     |                                     |   |                              
|Diluted earnings per share computation: |                                                     |                                     |   |                              
|                                        | Net (loss) income                                   |                                     | $ | (3,485                       
|                                        |                                                     |                                     |   |                              
|Shares calculation:                     |                                                     |                                     |   |                              
|                                        | Weighted average common shares                      |                                     |   | 98,453                       
|                                        | Effect of dilutive preferred stock                  |                                     |   |                             
|                                        | Effect of dilutive stock options and warrants       |                                     |   |                             
|                                        |                                                     |                                     |   |                              
|                                        | Weighted average common sharesdiluted              |                                     |   | 98,453                       
|                                        |                                                     |                                     |   |                              
|                                        |                                                     | Diluted net (loss) income per share |   | $                            
|                                        |                                                     |                                     |   |                              

4.    COMPREHENSIVE (LOSS) INCOME

The
following table presents the calculation of comprehensive (loss) income:

|                            |                                                               | Three Months Ended
November 30, |        | Six Months Ended
November 30, |  
|--------------------------- | ------------------------------------------------------------- | ------------------------------- | ------ | ----------------------------- | -
|
|Net (loss) income           |                                                               | $                               | (3,485 | )                             | $
|                            | Unrealized gain on available for sale investments, net of tax |                                 |        | 269                           |  
|                            | Translation adjustment                                        |                                 |        | (413                          | )
|                            |                                                               |                                 |        |                               |  
|Comprehensive (loss) income |                                                               | $                               | (3,629 | )                             | $
|                            |                                                               |                                 |        |                               |  

5.    RESTRUCTURING

Fiscal 2003 Restructuring

During the three months ended November 30, 2002, the Company approved a restructuring plan to realign projected expenses with anticipated revenue levels
and incurred a restructuring charge of $5,823, which included $4,763 of severance and related benefits and $1,060 for the closure and consolidation of facilities. The plan included the termination of
244 employees in various functions including administrative, professional and managerial in the United States, Canada and Europe, all of which were terminated during the quarter ended
November 30, 2002. The Company expects to pay all termination benefits by May 2003. The cash payments related to lease obligations are expected to be made through October 2003.

7

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The
following table sets forth the Company's remaining restructuring reserves related to the fiscal 2003 restructuring plan as of November 30, 2002, which are included in other
accrued liabilities:

|                                   |               | Severance
and Related
Benefits |       | Facilities |   | Total |    
|---------------------------------- | ------------- | ------------------------------ | ----- | ---------- | - | ----- | ---
|Provision for restructuring charge |               | $                              | 4,763 |            | $ | 1,060 |    
|                                   | Non-cash      |                                |       |           |   |       | (42
|                                   | Cash payments |                                |       | (4,188     | ) |       |   
|                                   |               |                                |       |            |   |       |    
|Balance, November 30, 2002         |               | $                              | 575   |            | $ | 1,018 |    
|                                   |               |                                |       |            |   |       |    

Fiscal 2002 Restructuring

The following table sets forth the Company's remaining restructuring reserves related to the fiscal 2002 restructuring plan as of November 30, 2002, which
are included in other accrued liabilities:

|                           |               | Severance
and Related
Benefits |       | Facilities |   | Total |    
|-------------------------- | ------------- | ------------------------------ | ----- | ---------- | - | ----- | ---
|Balance, May 31, 2002      |               | $                              | 2,943 |            | $ | 315   |    
|                           | Cash payments |                                |       | (2,937     | ) |       | (86
|                           |               |                                |       |            |   |       |    
|Balance, November 30, 2002 |               | $                              | 6     |            | $ | 229   |    
|                           |               |                                |       |            |   |       |    

The
cash payments related to lease obligations are expected to be made through June 2005.

6.    COMMITMENTS AND CONTINGENCIES

Certain employees who were ESOP participants have the right to require the Company to repurchase any vested ESOP shares they receive at the market price.
Consequently, shares held by those ESOP participants are considered mandatorily redeemable common stock and are recorded at the estimated fair market value at each balance sheet date. There were 59
mandatorily redeemable shares outstanding as of November 30, 2002 and May 31, 2002. In May 2002, the Company terminated the plan, subject to completion of applicable government
filings. In December 2002, the Company received final approval by the Internal Revenue Service. All remaining shares held in the plan will be distributed to the participants in
February 2003. As a result, the mandatory redemption feature terminated, and the mandatorily redeemable common stock amounts will be removed from the balance sheet in February 2003. The
termination will not have a material impact on the Company's financial position, results of operations or cash flows.

The
Company has a $25,000 revolving credit facility, which expires on September 30, 2003. At November 30, 2002, the Company had no amounts outstanding under the revolving
credit facility. The agreement with the bank contains limitations on dividends and capital expenditures and requires the compliance with specific financial ratios and covenants. The Company was in
compliance with or had obtained waivers for all covenants and restrictions under the debt agreement at November 30, 2002.

The
Company has a contingent consideration agreement related to the acquisition of Keyola in fiscal 2002. Under the terms of the agreement, additional cash payments ranging from zero to
$2,250

8

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are contingent upon the future performance of Keyola, measured annually through fiscal 2005, and will be recorded as additional goodwill if earned.

The
Company's operating lease commitments are disclosed in detail in the Company's Form 10-K for the year-ended May 31, 2002. As a result of a new
leased facility in the United Kingdom, the Company's total future operating lease commitments have changed at November 30, 2002, and are summarized as follows:

Future
minimum lease payments:

2003

$
6,7872004


9,8712005


8,4972006


6,7672007


6,365Thereafter


46,633Total minimum lease payments

$
84,920


The
Company is involved in various claims and legal actions in the normal course of business. Management is of the opinion that the outcome of such legal actions will not have a
significant adverse effect on the Company's financial position, results of operations or cash flows.

7.    SEGMENT AND GEOGRAPHIC AREAS

The Company views its operations and manages its business as one segment, the development and marketing of computer software and related services. Factors used to
identify the Company's single operating segment include the organizational structure of the Company and the financial information available for evaluation by the chief operating decision maker in
making decisions about how to allocate resources and assess performance. The Company markets its products and services through the Company's offices in the United States and its wholly-owned branches
and subsidiaries operating in Canada, the United Kingdom, Germany, France and the Netherlands.

9

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The
following table presents a summary of revenues and long-lived assets summarized by geographic region:

|          |                          | Three Months Ended
November 30, |   | Six Months Ended
November 30,
|--------- | ------------------------ | ------------------------------- | - | -----------------------------
|
|Revenues: |                          |                                 |   |                              
|          | Domestic operations      |                                 | $ | 81,447                       
|          | International operations |                                 |   | 6,360                        
|          |                          |                                 |   |                              
|          |                          | Consolidated                    |   | $                            
|          |                          |                                 |   |                              

|                   |                          | Nov. 30,
2002 |   | May 31,
2002
|------------------ | ------------------------ | ------------- | - | ------------
|Long-lived assets: |                          |               |   |             
|                   | Domestic operations      |               | $ | 58,411      
|                   | International operations |               |   | 10,334      
|                   |                          |               |   |             
|                   |                          | Consolidated  |   | $           
|                   |                          |               |   |             

8.    ACQUISITIONS

The following acquisitions were accounted for using the purchase method of accounting and, accordingly, the results of operations subsequent to the acquisition
date are included in the accompanying condensed consolidated financial statements. The acquired assets and liabilities were recorded based upon their relative fair values at the date of acquisition.

On
June 28, 2002, Lawson Software Limited, a wholly owned subsidiary of Lawson Software, Inc. acquired certain assets of Armature Limited and Armature Group Limited
(collectively, Armature) for approximately $8,140. These assets consist of all software applications, related trademarks, technologies, intangibles and certain fixed assets used in Armature's
business. Armature provided merchandising/category management and supply chain management solutions for retailers, consumer goods manufacturers and wholesalers.

The
following table summarizes the estimated fair values of the Armature assets acquired and liabilities assumed as of the acquisition date. These amounts are based on preliminary
estimates due to

10

---

the finalization of certain tax attributes; accordingly the allocation of the purchase price is subject to refinement:

Acquisition price:Cash consideration paid

$
7,670Acquisition costs


153$
7,823Accrued severance cost


317Total

$
8,140Purchase price allocation:Tangible net assets acquired

$
322Intangible assets


3,390Goodwill


4,428Total

$
8,140


The
total purchase price was allocated to tangible assets, liabilities and intangible assets. Accrued severance cost represents the estimated severance and related benefits for one
terminated employee. Intangible assets include acquired technology and a customer list. The acquired technology totaling $1,582 will be amortized on a straight-line basis over five years
and the customer list totaling $1,808 will be amortized on a straight-line basis over ten years.

On
July 11, 2001, the Company completed the acquisition of Account4, Inc. (Account4). Account4 provided web-based professional services automation software that
enables services organizations to more efficiently manage their businesses and workforce.

The
following table presents the consolidated results of operations on an unaudited pro forma basis as if the acquisitions of Armature and Account4 had taken place at the beginning of
the periods presented:

|                       |  | Three Months Ended
November 30, |        | Six Months Ended
November 30, |  
|---------------------- |  | ------------------------------- | ------ | ----------------------------- | -
|
|Total revenues         |  | $                               | 87,807 |                               | $
|Net loss               |  | $                               | (3,485 | )                             | $
|Loss per sharebasic   |  | $                               | (0.04  | )                             | $
|Loss per sharediluted |  | $                               | (0.04  | )                             | $

The
pro forma results for the three months ended November 30, 2002 do not differ from actual reported results because Armature and Account4 were owned for the entire period. The
pro forma data gives effect to actual operating results prior to the acquisitions, and adjustments to reflect interest income foregone, eliminate interest expense, increased intangible asset
amortization, and income taxes. No effect has been given to cost reductions or operating synergies in this presentation. The unaudited pro forma results of operations are for comparative purposes only
and do not necessarily reflect the results that would have occurred had the acquisition occurred at the beginning of the periods presented or the results which may occur in the future.

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9.    NEW ACCOUNTING PRONOUNCEMENTS

Effective June 1, 2002, the Company adopted SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." This
statement addresses financial accounting and reporting for the impairment of long-lived assets and for long-lived assets to be disposed of and supersedes SFAS No. 121
and APB Opinion No. 30, "Reporting the Results of OperationsReporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions." Upon adoption, the Company did not have any long-lived assets that were impaired.

In
April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
This statement provides guidance on the classification of gains and losses from the extinguishment of debt and on the accounting for certain specified lease transactions. The provisions of this
statement related to the rescission of FASB Statement No. 4 were effective for the Company beginning on June 1, 2002. All other provisions of this statement were effective for
transactions occurring after May 15, 2002. The adoption of this statement did not have a material impact on the Company's consolidated financial position, results of operations or cash flows,
but in accordance with the transition provisions will result in the Company's fiscal 2002 extraordinary item being reclassified in the statement of operations to other expense beginning in the quarter
ending February 28, 2003.

In
June 2002, the FASB issued SFAS No. 146, "Accounting for Exit or Disposal Activities." The new statement addresses the accounting for costs associated with exit or
disposal activities. The provisions of the statement will be effective for disposal activities initiated after December 31, 2002. The adoption of this statement is not expected to have a
material impact on the Company's consolidated financial position, results of operations or cash flows.

In
December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based CompensationTransition and Disclosurean amendment of FASB Statement
No. 123." This statement provides alternative methods of transition for a voluntary change to the fair value method of accounting for stock-based compensation. The statement amends the
disclosure requirements of FASB Statement No. 123 to require prominent disclosure in both annual and interim financial statements about the method of accounting for stock-based compensation and
the effect of the method used on reported results. The Company accounts for stock-based compensation arrangements in accordance with the provisions of Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees," and complies with the disclosure provisions of FASB Statement No. 123. The transition provisions are effective for fiscal years ending
after December 15, 2002. The disclosure provisions are effective for interim periods beginning after December 15, 2002, with early application encouraged. The adoption of this statement
is not expected to have a material impact on the Company's consolidated financial position, results of operations or cash flows. The Company will implement the disclosure provisions in the quarter
ending August 31, 2003.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements. The forward-looking statements
are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements are subject to certain risks and uncertainties that could
cause actual results to differ materially from those reflected in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in the
section entitled "Management's Discussion and Analysis of Financial Condition and Results of OperationsFactors That May Affect Our Future Results or the Market Price of Our Stock."
Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's opinions only as of the date hereof. The Company undertakes no obligation to revise or
publicly release the results of any revision to these forward-looking statements based on circumstances or events which occur in the future. Readers should carefully review the risk factors described
in the Annual Report on Form 10-K and in other documents the Company files from time to time with the Securities and Exchange Commission.

Overview

We are a provider of enterprise software solutions for specific services industries. We derive revenues from licensing software solutions and providing
comprehensive professional services, including consulting, training and implementation services, as well as ongoing customer support and maintenance. Consulting, training and implementation services
are not essential to the functionality of our software products, are sold separately and also are available from a number of third-party service providers. Accordingly, revenues from these services
are generally recorded separately from the license fee. Additionally, we generate a portion of our revenues from reselling our software solutions through third-party vendors.

Since
the fourth quarter of fiscal 2002, we have been adversely affected by the general economic slowdown in information technology spending by our current and prospective customers.
This has affected the demand for our products and services, and as a result, had a negative impact on our revenues and earnings. In response, we undertook an initiative to reduce our cost structure at
the end of fiscal 2002 by implementing a reduction in our workforce, closing a leased office facility, and implementing other cost savings initiatives. During the three months ended
November 30, 2002 we took additional measures to realign our projected expenses with anticipated revenue levels. In the quarter ended November 30, 2002, we approved a restructuring plan
which included reducing our workforce and consolidating certain training facilities. As a result, we recorded a restructuring charge of $5.8 million in the three months ended
November 30, 2002. The plan included the termination of 244 employees in various functions including administrative, professional and managerial, in the United States, Canada and Europe. At
November 30, 2002, the remaining accrual of $1.6 million represents remaining lease obligations for office and training facilities closed or consolidated which will be paid over the
remaining lease terms through October 2003, and unpaid employee termination costs which will be paid by May 2003.

Acquisition

On June 28, 2002, Lawson Software Limited, a wholly owned subsidiary of Lawson Software, Inc. (Lawson) acquired certain assets of Armature Limited
and Armature Group Limited (collectively, Armature) for approximately $8.1 million. These assets consist of all software applications, related trademarks, technologies, intangibles and certain
fixed assets used in Armature's business. Armature

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provided merchandising/category management and supply chain management solutions for retailers, consumer goods manufacturers and wholesalers.

The
transaction was accounted for using the purchase method of accounting and, accordingly, the results of operations subsequent to the acquisition date are included in the accompanying
condensed consolidated financial statements, and the assumed assets and liabilities were recorded based upon their relative fair values at the date of acquisition. These amounts are based on
preliminary estimates as of that date.

We
allocated the excess purchase price over the fair value of the net tangible assets acquired of $7.8 million to the following assets: $1.6 million to technology,
$1.8 million to a customer list, and $4.4 million to goodwill. The technology and customer list are being amortized on a straight-line basis over estimated useful lives of
five years and ten years, respectively. In accordance with SFAS No. 142, goodwill recorded as a result of the acquisition will be subject to an annual impairment test and will not be amortized.

Critical Accounting Policies and Estimates

Our discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the financial statements, the reported amounts of revenues and expenses during the reporting period, and related disclosures of contingent
assets and liabilities. The Notes to Condensed Consolidated Financial Statements contained herein describes our significant accounting polices used in the preparation of the consolidated financial
statements. On an on-going basis, we evaluate our estimates, including, but not limited to, those related to bad debts, intangible assets and contingencies. We base our estimates on
historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of
assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates under different assumptions or conditions.

We
believe the critical accounting polices listed below affect significant judgments and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition.We recognize revenues in accordance with the provisions of the American Institute of Certified Public
Accountants Statement of Position (SOP) 97-2, "Software Revenue Recognition," as amended by SOP 98-4 and SOP 98-9, as well as Technical Practice Aids issued from
time to time by the American Institute of Certified Public Accountants, and in accordance with the Securities and Exchange Commission Staff Accounting Bulletin No. 101, "Revenue Recognition in
Financial Statements." We license software under non-cancelable license agreements and provide related professional services, including consulting, training, and implementation services,
as well as ongoing customer support and maintenance. Consulting, training and implementation services are not essential to the functionality of our software products, are sold separately and also are
available from a number of third-party service providers. Accordingly, revenues from these services are generally recorded separately from the license fee. Software arrangements which include
fixed-fee service components are recognized using contract accounting. Our specific revenue recognition policies are as follows:



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Allowance for Doubtful Accounts.We maintain allowances for doubtful accounts for estimated losses resulting from the
inability of our customers to make required payments. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional
allowances may be required or revenue could be deferred until collectibility becomes probable.

Valuation of Long-Lived and Intangible Assets and Goodwill.We review identifiable intangible and other
long-lived assets for impairment annually or sooner if events or changes in circumstances indicate that the carrying amount may not be recoverable. Events or changes in circumstances that
indicate the carrying amount may not be recoverable include, but are not limited to, a significant decrease in the market value of the business or asset acquired, a significant adverse change in the
extent or manner in which the business or asset acquired is used or a significant adverse change in the business climate. If such events or changes in circumstances are present, the undiscounted cash
flow method is used to determine whether the asset is impaired. Cash flows would include the estimated terminal value of the asset and exclude any interest charges. To the extent that the carrying
value of the asset exceeds the undiscounted cash flows over the estimated remaining life of the asset, the impairment is measured using the discounted cash flows. The discount rate utilized would be
based on our best estimate of the related risks and return at the time the impairment assessment is made. In accordance with the new accounting standard SFAS No. 142, "Goodwill and Other
Intangible Assets," we test goodwill and other indefinite lived intangible assets for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be
impaired. The impairment test shall consist of a comparison of the fair value of the asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an impairment
loss shall be recognized in an amount equal to that excess. All of our goodwill was assigned to a single reporting unit, which is our sole operating segment.

Deferred Taxes.Significant judgment is required in determining our income taxes in each of the jurisdictions in which we
operate. This process involves us estimating our actual current tax exposure together with assessing temporary differences resulting from differing treatment of items, such as deferred revenue, for
tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheet. Although we believe our assessments are
reasonable, no assurance can be given that the final tax outcome of these matters will not be different than that which is reflected in our historical income tax provisions, benefits and

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accruals. Such differences could have a material effect on our income tax provision and net income in the period in which such a determination is made.

We
must assess the likelihood that our deferred tax assets will be recovered from future taxable income and to the extent we believe that recovery is not likely, we must establish a
valuation allowance. To the extent we establish a valuation allowance, we must include an expense within the tax provision in the statement of operations. We have not recorded a valuation allowance as
of November 30, 2002, as we expect to be able to utilize all of our deferred tax assets. The ability to utilize our deferred tax assets is solely dependent on our ability to generate future
taxable income. In the event that we adjust our estimates of future taxable income, we may need to establish a valuation allowance, which could materially impact our final position and results of
operations.

Contingencies.We are subject to the possibility of various loss contingencies in the normal course of business. We accrue
for loss contingencies when a loss is estimable and probable.

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Results of Operations

The following table sets forth certain line items in our consolidated statement of operations as a percentage of total revenues for the periods indicated:

|                                     |                                      | Three Months Ended
November 30, |      | Six Months Ended
November 30, |     
|------------------------------------ | ------------------------------------ | ------------------------------- | ---- | ----------------------------- | ----
|
|Revenues:                            |                                      |                                 |      |                               |     
|                                     | License fees                         |                                 | 21.6 | %                             | 30.5
|                                     | Services                             |                                 | 78.4 |                               | 69.5
|                                     |                                      |                                 |      |                               |     
|                                     |                                      | Total revenues                  |      | 100.0                         |     
|Cost of revenues:                    |                                      |                                 |      |                               |     
|                                     | Cost of license fees                 |                                 | 4.1  |                               | 5.1 
|                                     | Cost of services                     |                                 | 40.9 |                               | 38.4
|                                     |                                      |                                 |      |                               |     
|                                     |                                      | Total cost of revenues          |      | 45.0                          |     
|Gross profit                         |                                      | 55.0                            |      | 56.5                          |     
|Operating expenses:                  |                                      |                                 |      |                               |     
|                                     | Research and development             |                                 | 16.3 |                               | 16.5
|                                     | Sales and marketing                  |                                 | 28.2 |                               | 30.8
|                                     | General and administrative           |                                 | 11.4 |                               | 8.1 
|                                     | Other general expenses               |                                 |     |                               | 0.2 
|                                     | Restructuring charge                 |                                 | 6.6  |                               |    
|                                     | Amortization of acquired intangibles |                                 | 0.3  |                               | 0.2 
|                                     |                                      |                                 |      |                               |     
|                                     |                                      | Total operating expenses        |      | 62.8                          |     
|                                     |                                      |                                 |      |                               |     
|Operating (loss) income              |                                      | (7.8                            | )    | 0.7                           |     
|Other income (expense)               |                                      | 1.3                             |      | (0.5                          | )   
|                                     |                                      |                                 |      |                               |     
|(Loss) income before income taxes    |                                      | (6.5                            | )    | 0.2                           |     
|(Benefit) provision for income taxes |                                      | (2.5                            | )    | 0.1                           |     
|                                     |                                      |                                 |      |                               |     
|Net (loss) income                    |                                      | (4.0                            | )%   | 0.1                           | %   
|                                     |                                      |                                 |      |                               |     

Three Months Ended November 30, 2002 Compared To Three Months Ended November 30, 2001

Revenues

Total Revenues.We license software under non-cancelable license agreements and provide related professional
services including consulting, training, and implementation services, as well as ongoing customer support and maintenance. Total revenues decreased to $87.8 million for the three months ended
November 30, 2002 from $98.6 million for the three months ended November 30, 2001, representing a decrease of 10.9%. The decrease was primarily due to lower demand for our
products. The general economic slowdown in information technology has continued to decrease the demand for our products by our customers and prospective customers.

License Fees.Revenues from license fees decreased to $19.0 million for the three months ended November 30,
2002 from $30.1 million for the three months ended November 30, 2001, representing a decrease of 36.8%. As a result of the continued economic slowdown in information technology spending,
customers continue to delay purchasing new products, or purchase individual products, rather than multi-product suites or systems. This has resulted in a decline in the average sales price. Revenues

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from license fees as a percentage of total revenues for the three months ended November 30, 2002 and 2001 were 21.6% and 30.5%, respectively.

Services.Revenues from services increased to $68.8 million for the three months ended November 30, 2002 from
$68.5 million for the three months ended November 30, 2001, representing an increase of 0.4%. Services revenues as a percentage of total revenues for the three months ended
November 30, 2002 and 2001 were 78.4% and 69.5%, respectively.

The
current technology recession and decline in overall technology spending may cause our customers to continue to reduce or eliminate their information technology spending, which could
substantially reduce the number of new software licenses we sell, the average sales price for these licenses and the need for our services. Given the continuing economic slowdown in information
technology spending, projections of future revenue and operating results are difficult to predict. There can be no assurance that our future revenue and operating results will not be adversely
affected by the aforementioned factors.

Cost of Revenues

Cost of License Fees.Cost of license fees includes royalties to third parties, amortization of acquired software and
software delivery expenses. Our software solutions may include embedded components of third-party vendors, for which a fee is paid to the vendor upon sale of our products. In addition, we resell
third-party products in conjunction with the license of our software solutions. The cost of license fees is higher when we resell products of third-party vendors. As a result, gross margins vary
depending on the proportion of third-party product sales in our revenue mix. Cost of license fees decreased to $3.6 million for the three months ended November 30, 2002 from
$5.0 million for the three months ended November 30, 2001, representing a decrease of 28.3%. This decline reflects the overall decline in license fees. Cost of license fees as a
percentage of total revenues for the three months ended November 30, 2002 and 2001 were 4.1% and 5.1%, respectively. Gross margin on revenue from license fees was 81.0% and 83.3% for the three
months ended November 30, 2002 and 2001, respectively. The decrease in gross margin on license fees was primarily attributable to the relatively fixed nature of certain costs including
amortization expense for acquired software and software delivery expenses in relation to license fees.

Cost of Services.Cost of services includes the personnel and related travel and overhead costs for providing consulting,
training, implementation and support services to customers. The cost of services is higher when such services are provided by third-party vendors. As a result, gross margins vary depending on the
proportion of services provided by third parties in our revenue mix. Cost of services decreased to $35.9 million for the three months ended November 30, 2002 from $37.8 million
for the three months ended November 30, 2001, representing a decrease of 5.1%. The decrease in cost of services was primarily due to lower compensation expense as a result of our May and
September 2002 workforce reductions, and a decline in third-party consulting expenses due to a lower proportion of
third-party services in our revenue mix. These declines are partially offset by an increase in expenses due to the addition of headcount as a result of the Armature acquisition. Cost of services as a
percentage of total revenues for the three months ended November 30, 2002 and 2001 were 40.9% and 38.4%, respectively. Gross margin on services revenues were 47.8% and 44.8% for the three
months ended November 30, 2002 and 2001, respectively. The increase in cost of services as a percentage of total revenues is due to the higher amount of revenue derived from services in
relation to license fees. The increase in gross margin on services was primarily attributable to the workforce reduction actions taken as well as the decrease in third-party services in our revenue
mix.

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Operating Expenses

Research and Development.Research and development expenses consist primarily of salaries, employee benefits, related
overhead costs and consulting fees relating to product development, enhancements, upgrades, testing, quality assurance and documentation. Research and development expenses decreased to
$14.3 million for the three months ended November 30, 2002 from $16.3 million for the three months ended November 30, 2001, representing a decrease of 12.4%. The decrease
in expense is due to a decrease in compensation expense related to our May and September 2002 workforce reductions, partially offset by an increase in headcount as a result of the Armature
acquisition. Research and development expenses as a percentage of total revenues for the three months ended November 30, 2002 and 2001 were 16.3% and 16.5%, respectively.

Sales and Marketing.Sales and marketing expenses consist primarily of salaries and incentive compensation, employee benefits
and travel and overhead costs related to our sales and marketing personnel, as well as trade show activities and advertising costs. Sales and marketing expenses decreased to $24.8 million for
the three months ended November 30, 2002 from $30.4 million for the three months ended November 30, 2001, representing a decrease of 18.3%. The decrease in these expenses was
primarily the result of a decrease in compensation expense reflecting our May and September 2002 workforce reductions and decreased non-cash stock based compensation expense
resulting from stock option forfeitures. Sales and marketing expenses included a non-cash gain for stock-based compensation of $0.3 million related to the forfeiture of stock
options for the three months ended November 30, 2002, and non-cash charges of $0.7 million for the three months ended November 30,2001. The decrease also reflects
lower sales incentive compensation and third-party partner sales commissions due to decreased license revenue. These declines are partially offset by increased marketing expenditures related to brand
awareness efforts following our initial public offering. Sales and marketing expenses as a percentage of total revenues for the three months ended November 30, 2002 and 2001 were 28.2% and
30.8%, respectively.

General and Administrative.General and administrative expenses consist primarily of salaries, employee benefits and related
overhead costs for administrative employees, as well as legal and accounting fees,
consulting fees and bad debt expense. General and administrative expenses increased to $10.0 million for the three months ended November 30, 2002 from $8.0 million for the three
months ended November 30, 2001, representing an increase of 24.5%. This increase is primarily due to increased lease termination expense related to our former headquarters of
$0.7 million, an asset impairment charge related to a discontinued project of $0.7 million, additional headcount as a result of the Armature acquisition of $0.3 million and an
increase in insurance costs of $0.2 million, partially offset by a reduction in compensation expense related to our May and September 2002 workforce reduction. General and administrative
expenses included non-cash charges for stock-based compensation of $0.5 million and $1.1 million for the three months ended November 30, 2002 and 2001, respectively.
General and administrative expenses as a percentage of total revenues for the three months ended November 30, 2002 and 2001 were 11.4% and 8.1%, respectively, reflecting the increase in
expenses and the decline in total revenue.

Other General Expenses.Other general expenses for the three months ended November 30, 2001 consisted of
$0.2 million in consulting fees related to business process improvement initiatives designed to prepare our organization for our initial public offering. We did not incur similar expenses for
the three months ended November 30, 2002.

Restructuring charge.During the three months ended November 30, 2002, we approved a restructuring plan in response to
the general economic downturn and incurred restructuring charges of $5.8 million. The plan included the termination and payment of severance-related benefits for 244 employees in various
functions including administrative, professional and managerial, in the United States, Canada and Europe. All terminations and associated payments are expected to be completed by

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May 2003. The charge also included expenses related to the closure and consolidation of facilities. The remaining facility closure expenses are expected to be paid through October 2003.

Amortization of Acquired Intangibles.Amortization of acquired intangibles of $0.2 million for the three months ended
November 30, 2002 and 2001 consisted of amortization expense related to the acquisition of Account4 in July 2001, Keyola in April 2002, and Armature in June 2002.

Other Income (Expense), Net

Other income (expense), net increased to $1.1 million of net interest income for the three months ended November 30, 2002 from $0.5 million
of net interest expense for the three months ended November 30, 2001. We earned interest income of $1.1 million and $0.2 million for the three months ended November 30,
2002 and 2001, respectively. This was offset by interest expense of $0.7 million for the three months ended November 30, 2001. The increase in interest income is due to the interest
received on the invested proceeds from our initial public offering in December 2001. The decrease in interest expense is due to the repayment of Senior Subordinated Convertible Notes,
subsequent to our initial public offering, that were outstanding during the three months ended November 30, 2001.

(Benefit) Provision for Income Taxes

We recognized an income tax benefit of $2.2 million for the three months ended November 30, 2002 compared to an income tax provision of
$0.1 million for the three months ended November 30, 2001. Our income tax (benefit) provision is comprised primarily of federal and state taxes. Our effective rate was 39.0% and 40.0%
for the three months ended November 30, 2002 and 2001, respectively. The decrease in the effective tax rate was primarily due to a decrease in permanent non-deductible expenses.

Six Months Ended November 30, 2002 Compared To Six Months Ended November 30, 2001

Revenues

Total Revenues.Total revenues decreased to $175.3 million for the six months ended November 30, 2002 from
$202.5 million for the six months ended November 30, 2001, representing a decrease of 13.5%. The decrease was primarily due to lower demand for our products. The general economic
slowdown in information technology has continued to decrease the demand for our products by our customers and prospective customers.

License Fees.Revenues from license fees decreased to $37.1 million for the six months ended November 30, 2002
from $65.2 million for the three months ended November 30, 2001, representing a decrease of 43.1%. As a result of the continued economic slowdown in information technology spending,
customers continue to delay purchasing new products, or purchase individual products, rather than multi-product suites or systems. This has resulted in a decline in the average sales price. Revenues
from license fees as a percentage of total revenues for the six months ended November 30, 2002 and 2001 were 21.2% and 32.2%, respectively. The decrease in license fees as a percentage of total
revenues was primarily a result of the decrease in license fees and a slight increase in revenues from services during the period.

Services.Revenues from services increased to $138.1 million for the six months ended November 30, 2002 from
$137.3 million for the six months ended November 30, 2001, representing an increase of 0.6%. Services revenues as a percentage of total revenues for the six months ended
November 30, 2002 and 2001 were 78.8% and 67.8%, respectively.

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Cost of Revenues

Cost of License Fees.Cost of license fees decreased to $6.8 million for the six months ended November 30, 2002
from $15.7 million for the six months ended November 30, 2001, representing a decrease of 56.9%. This decline reflects the overall decline in license fees as well as a decline in the
percentage of third-party product sales in our license revenue mix. Cost of license fees as a percentage of total revenues for the six months ended November 30, 2002 and 2001 were 3.9% and
7.8%, respectively. Gross margin on revenue from license fees was 81.7% and 75.9% for the six months ended November 30, 2002 and 2001, respectively. The increase in gross margin on license fees
was primarily attributable to a decreased proportion of third-party product sales in our revenue mix, due, in part, to the termination of our Siebel Systems reseller agreement in the fourth quarter of
fiscal 2002.

Cost of Services.Cost of services decreased to $73.7 million for the six months ended November 30, 2002 from
$74.9 million for the six months ended November 30, 2001, representing a decrease of 1.6%. The decrease in cost of services was primarily due to a reduction in compensation expense and
related employee costs as a result of our May and September 2002 workforce reductions, and a decline in third-party consulting expenditures due to a lower proportion of third-party services in
our revenue mix. These decreases are partially offset by an increase in third party support expenses related to third party product sales in fiscal 2002 and due to the addition of headcount as a
result of the Armature acquisition. Cost of services as a percentage of total revenues for the six months ended November 30, 2002 and 2001 were 42.0% and 37.0%, respectively. Gross margin on
services revenues were 46.6% and 45.5% for the six months ended November 30, 2002 and 2001, respectively. The increase in cost of services as a percentage of total revenues is due to the higher
amount of revenue derived from services in relation to license fees. The increase in gross margin on services was primarily attributable to the lower proportion of third-party services in our revenue
mix and the reduction of our workforce.

Operating Expenses

Research and Development.Research and development expenses decreased to $29.6 million for the six months ended
November 30, 2002 from $33.1 million for the six months ended November 30, 2001, representing a decrease of 10.7%. Research and development expenses as a percentage of total
revenues for the six months ended November 30, 2002 and 2001 were 16.9% and 16.4%, respectively. The decrease in expense is due to a decrease in compensation expense related to our May and
September 2002 workforce reductions, and a decline in costs for foreign language translation, partially offset by an increase in headcount as a result of the Armature acquisition.

Sales and Marketing.Sales and marketing expenses decreased to $53.3 million for the six months ended
November 30, 2002 from $60.4 million for the six months ended November 30, 2001, representing a decrease of 11.7%. The decrease in these expenses was primarily the result of cost
savings initiatives, a decrease in compensation expenses reflecting our May and September 2002 workforce reductions and a reduction in sales incentive compensation due to decreased license
revenue. Sales and marketing expenses included non-cash charges for stock-based compensation of $0.2 million and $1.5 million for the six months ended November 30,
2002 and 2001, respectively. Sales and marketing expenses as a percentage of total revenues for the six months ended November 30, 2002 and 2001 were 30.4% and 29.8%, respectively.

General and Administrative.General and administrative expenses increased to $16.5 million for the six months ended
November 30, 2002 from $14.2 million for the six months ended November 30, 2001, representing an increase of 16.2%. This increase is primarily due to increased lease termination
expense related to our former headquarters of $0.7 million, an asset impairment charge related to a discontinued project of $0.7 million, additional headcount as a result of the Armature
acquisition of $1.0 million, non-recurring costs of $0.5 million incurred for the audit of Armature in preparation for

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the required Form 8-K/A filing, and an increase in insurance costs of $0.5 million. These increases are partially offset by a reduction in compensation expense related to
our May and September 2002 workforce reduction actions. General and administrative expenses included non-cash charges for stock-based compensation of $1.1 million and
$2.5 million for the six months ended November 30, 2002 and 2001, respectively. General and administrative expenses as a percentage of total revenues for the six months ended
November 30, 2002 and 2001 were 9.4% and 7.0%, respectively.

Other General Expenses.Other general expenses for the six months ended November 30, 2001 consisted of
$0.7 million in consulting fees related to business process improvement initiatives designed to prepare our organization for our initial public offering. We did not incur similar expenses for
the six months ended November 30, 2002.

Restructuring charge.During the six months ended November 30, 2002, we approved a restructuring plan in response to
the general economic downturn and incurred restructuring charges of $5.8 million. The plan included the termination and payment of severance-related benefits for 244 employees in various
functions including administrative, professional, and managerial, in the United States, Canada and Europe. All severance related payments are expected to be completed by May 2003. The charge
also included expenses related to the closure and consolidation of facilities. The remaining facility closure expenses are expected to be paid through October 2003.

Amortization of Acquired Intangibles.Amortization of acquired intangibles of $0.4 million and $0.3 million for
the six months ended November 30, 2002 and 2001, respectively, consisted of amortization expense related to the acquisition of Account4 in July 2001, Keyola in April 2002, and
Armature in June 2002.

Other Income (Expense), Net

Other income (expense), net increased to $2.2 million of net interest income for the six months ended November 30, 2002 compared to
$1.0 million of net interest expense for the six months ended November 30, 2001. We earned interest income of $2.2 million and $0.8 million for the six months ended
November 30, 2002 and 2001, respectively. This was offset by interest expense of $0.1 and $1.9 million for the six months ended November 30, 2002 and 2001, respectively. The
increase in interest income is due to the interest received on the invested proceeds from our initial public offering in December 2001. The decrease in interest expense is due to the repayment
of Senior Subordinated Convertible Notes, subsequent to our initial public offering, that were outstanding during the six months ended November 30, 2001.

(Benefit) Provision for Income Taxes

We recognized an income tax benefit of $3.4 million for the six months ended November 30, 2002 compared to an income tax provision of
$0.9 million for the six months ended November 30, 2001. Our income tax (benefit) provision is comprised primarily of federal and state taxes. Our effective rate was 39.0% and 40.0% for
the six months ended November 30, 2002 and 2001, respectively. The decrease in the effective tax rate was primarily due to a decrease in permanent non-deductible expenses.

Liquidity and Capital Resources

We finance our operations primarily with cash generated through operations. As of November 30, 2002, we had $230.7 million in cash, cash equivalents
and marketable securities and $212.1 million in working capital.

Net
cash provided by (used in) operating activities was $3.5 million and $(15.2) million for the six months ended November 30, 2002 and 2001, respectively. The increase in
cash provided in operations was primarily due to a decrease in accounts receivable, partially offset by our net loss and a decrease in accounts payable and other liabilities.

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Net cash provided by (used in) investing activities was $11.1 million and $(20.2) million for the six months ended November 30, 2002 and 2001, respectively. Cash flows
provided by investing activity for the six months ended November 30, 2002 consisted of $22.4 million of net sales of marketable securities, partially offset by $7.8 million used
for the purchase of Armature assets, and $3.5 million for the purchase of property and equipment. Cash flows used in investing activities for the six months ended November 30, 2001
consisted primarily of $26.0 million paid for the acquisition of Account4. We have generally funded capital expenditures through the use of cash generated through operations and stockholder
transactions.

Net
cash provided by financing activities was $8.9 million and $0.6 million for the six months ended November 30, 2002 and 2001, respectively. Net cash provided by
financing activities for the six months ended November 30, 2002 reflects $4.3 million received from the exercise of stock options and $5.2 million from the issuance of treasury
shares for our employee stock purchase program, partially offset by $0.6 million used for repayment of debt. Net cash provided by financing activities for the six months ended
November 30, 2001 reflects $1.1 million received from the exercise of stock options, partially offset by $0.4 million used for repayment of debt.

We
have a contingent consideration agreement related to the acquisition of Keyola in fiscal 2002. Under the terms of the agreement additional cash payments ranging from zero to
$2.3 million are contingent upon the future performance of Keyola, measured annually through fiscal 2005, and will be recorded as additional goodwill if earned.

Our
Board of Directors has authorized us to repurchase, from time to time, up to $15.0 million of our common shares. We expect that the share repurchase will be largely funded by
cash proceeds obtained throughout calendar year 2002 from exercise of employee stock options and the employee stock purchase plan. The repurchased shares will be used for general corporate purposes.

We
disclosed our significant lease obligations in our Annual Report on Form 10-K for the year ended May 31, 2002. We have summarized future minimum lease
commitments at November 30, 2002 in note 6 to the condensed consolidated financial statements included in this Form 10-Q.

We
have a $25.0 million revolving credit facility, which expires on September 30, 2003. At November 30, 2002, we had no amounts outstanding under the revolving
credit facility. The agreement with the bank contains limitations on dividends and capital expenditures and requires the compliance with specific
financial ratios and covenants. We were in compliance with or had obtained waivers for all covenants and restrictions under the debt agreement at November 30, 2002.

We
believe that cash flow from operations, together with our cash, cash equivalents and marketable securities will be sufficient to meet our cash requirements for working capital,
capital expenditures and investments for the foreseeable future.

New Accounting Pronouncements

Effective June 1, 2002, we adopted SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." This statement
addresses financial accounting and reporting for the impairment of long-lived assets and for long-lived assets to be disposed of and supersedes SFAS No. 121 and APB
Opinion No. 30, "Reporting the Results of OperationsReporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions." Upon adoption, we did not have any long-lived assets which were impaired.

In
April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
This statement provides guidance on the classification of gains and losses from the extinguishment of debt and on the accounting for certain specified lease transactions. The provisions of this
statement, related to the rescission of FASB Statement No. 4, were effective for us beginning on June 1, 2002. All other provisions of this statement

23

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were effective for transactions occurring after May 15, 2002. The adoption of this statement did not have a material impact on our consolidated financial position, results of operations or
cash flows, but in accordance with the transition provisions will result in our fiscal 2002 extraordinary item being reclassified in the statement of operations to other expense beginning in the
quarter ending February 28, 2003.

In
June 2002, the FASB issued SFAS No. 146, "Accounting for Exit or Disposal Activities." The new statement addresses the accounting for costs associated with exit or
disposal activities. The provisions of the statement will be effective for disposal activities initiated after December 31, 2002. The adoption of this statement is not expected to have a
material impact on our consolidated financial position, results of operations or cash flows.

In
December 2002, the FASB issued SFAS No. 148,"Accounting for Stock-Based CompensationTransition and Disclosurean amendment of FASB Statement
No. 123." This statement provides alternative methods of transition for a voluntary change to the fair value method of accounting for stock-based compensation. The statement amends the
disclosure requirements of FASB Statement No. 123 to require prominent disclosure in both annual and interim financial statements about the method of accounting for stock-based compensation and
the effect of the method used on reported results. We
account for stock-based compensation arrangements in accordance with the provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and comply with
the disclosure provisions of FASB Statement No. 123. The transition provisions are effective for fiscal years ending after December 15, 2002. The disclosure provisions are effective for
interim periods beginning after December 15, 2002, with early application encouraged. The adoption of this statement is not expected to have a material impact on our consolidated financial
position, results of operations or cash flows. We will implement the disclosure provisions in the quarter ending August 31, 2003.

Factors That May Affect Future Results or the Market Price of Our Stock

An investment in our common stock involves a high degree of risk. Investors evaluating our company and its business should carefully consider the factors
described below and all other information contained in this report on Form 10-Q. This section should be read in conjunction with the unaudited Condensed Consolidated Financial
Statements and Notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations included in this report on Form 10-Q and Management's
Discussion and Analysis of Financial Condition and Results of Operations for the year ended May 31, 2002 contained in the Company's Annual Report on Form 10-K. Any of the following
factors could materially harm our business, operating results and financial condition. Additional factors and uncertainties not currently known to us or that we currently consider immaterial could
also harm our business, operating results and financial condition. The Company may make forward-looking statements from time to time, both written and oral. We undertake no obligation to revise or
publicly release the results of any revisions to these forward-looking statements based on circumstances or events which occur in the future. The actual results may differ materially from those
projected in any such forward-looking statements due to a number of factors, including those set forth below and elsewhere in this report on Form 10-Q.

A continuing reduction in information technology spending may decrease our revenues, lower our growth rate or adversely affect our operating results.

During the first six months of fiscal 2003, our license revenue was lower than the prior year period because prospective customers continued to delay or cancel
their information technology projects, or purchase individual products, rather than multi-product suites or systems. Demand for enterprise software and demand for our solutions are affected by general
economic conditions, competition, product acceptance and technology lifecycles. The current technology recession and decline in overall technology spending, terrorist activity and threats of
hostilities in the Middle East may cause our

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customers to continue to reduce or eliminate their information technology spending, which could substantially reduce the number of new software licenses we sell, the average sales price for these
licenses and the need for our services. Because of these factors, we believe the level of demand for our products and services, and projections of future revenue and operating results, are difficult
to predict. In May 2002, we took measures to reduce expenses because of the shortfall in revenue, and incurred a restructuring charge for severance and related benefits and the closure of a
leased office facility. In the second quarter of fiscal 2003, we took additional measures to realign our projected expenses with anticipated revenue and reduced our workforce by approximately 244
employees and approved a plan
to close and consolidate facilities. As a result of these additional measures, we recorded a restructuring charge of $5.8 million.

We
may need to make further expense reductions to address shortfalls in revenue caused by these or other conditions and we cannot assure you those reductions will be available to offset
revenue declines.

There are a large number of shares that may be sold in the market which may depress our stock price.

A substantial number of shares of our common stock are held by our founders, their family members, current or former employees, or directors. Sale of a
significant portion of these shares in the public market, or the perception that such sales are likely to occur, could depress the market price of our common stock and could impair our ability to
raise capital through the sale of additional equity securities.

Because our customers are concentrated in targeted service industries, our operating results may be adversely affected by adverse changes in one or more
of these industries.

As a result of our focus on targeted service industries, our financial results depend, in significant part, upon economic conditions in the healthcare,
professional services, retail, public sector and financial services industries. An economic downturn, or adverse change in the regulatory environment or business prospects for one or more of these
industries may decrease our revenues or lower our growth rate. In addition, we must continue to develop industry specific functionality for our solutions, which satisfies the changing, specialized
requirements of prospective customers in our target industries.

We may experience fluctuations in quarterly revenue that could adversely impact our stock price and our operating results.

Our actual revenues in a quarter could fall below expectations, which could lead to a decline in our stock price. Our revenues and operating results are difficult
to predict and may fluctuate substantially from quarter to quarter. Revenues from license fees in any quarter depend substantially upon our licensing activity and our ability to recognize revenues in
that quarter in accordance with our revenue recognition policies. Our quarterly revenue may fluctuate and may be difficult to forecast for a variety of reasons, including the following:



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Fluctuation
in our quarterly revenues may adversely affect our operating results. In each fiscal quarter our expense levels, operating costs and hiring plans are based on projections of
future revenues and are relatively fixed. If our actual revenues fall below expectations we could experience a reduction in operating results.

Our lengthy and variable sales cycle makes it difficult to predict our operating results.

It is difficult for us to forecast the timing and recognition of revenues from sales of our products because our existing and prospective customers often take
significant time evaluating our products before licensing them. The period between initial customer contact and a purchase by a customer may vary from six months to more than one year. During the
evaluation period, prospective customers may decide not to purchase or may scale down proposed orders of our products for various reasons, including:



Our
existing and prospective customers routinely require education regarding the use and benefit of our products. This may also lead to delays in receiving customers' orders.

A reduction in our licensing activity may result in reduced services revenues in future periods.

Our ability to maintain or increase service revenue primarily depends on our ability to increase the number of our licensing agreements. Variances or slowdowns in
licensing activity may impact our consulting, training and maintenance service revenues in future periods.

We may be required to delay revenue recognition into future periods which could adversely impact our operating results.

We have in the past had to, and in the future may have to, defer revenue recognition for license fees due to several factors, including the following situations:



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Because
of the factors listed above and other specific requirements under accounting principles generally accepted in the United States for software revenue recognition, we must have
very precise terms in our license agreements to recognize revenue when we initially deliver software or perform services. Negotiation of mutually acceptable terms and conditions can extend the sales
cycle, and sometimes we do not obtain terms and conditions that permit revenue recognition at the time of delivery or even as work on the project is completed.

A number of our competitors are well-established software companies that have advantages over us.

We face competition from a number of software companies that have advantages over us due to their larger customer bases, greater name recognition, long operating
and product development history, greater international presence and substantially greater financial, technical and marketing resources. These competitors include well-established companies
such as Oracle Corporation, PeopleSoft Inc. and SAP AG, all of which have larger installed customer bases. Furthermore, Oracle is capable of bundling its software with its database
applications, which underlie a significant portion of our installed applications.

In
addition, we compete with a variety of more specialized software and services vendors, including:



As
a result, the market for enterprise software applications has been and continues to be intensely competitive. Some competitors have become more aggressive with their pricing, payment
terms and/or issuance of contractual warranties, implementation terms or guarantees. We may be unable to continue to compete successfully with new and existing competitors without lowering prices or
offering other favorable terms. We expect competition to persist and intensify, which could negatively impact our operating results and market share.

Changes in the terms on which we license technologies from third-party vendors could result in the loss of potential revenues or increased costs or
delays in the production and improvement of our products.

We license complementary third-party software products that we incorporate into, or resell, with our own software products. For example, we incorporate Micro
Focus International, Inc.'s software in many of our products and have reseller relationships with Business Software Incorporated, Crystal Decisions, Inc. and Hyperion Solutions Corporation that
allows us to resell their technology with our

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products. These licenses and other technology licenses are subject to periodic renewal and may include minimum sales requirements. A failure to renew, or early termination of these licenses or other
technology licenses could adversely impact our business. If any of the third-party software vendors change their product offerings or terminate our licenses, we may lose potential revenues and may
need to incur additional development costs and seek alternative third-party relationships. In addition, if the cost of licensing any of these third-party software products significantly increases, or
if there is a change in the relative mix of products we offer, our gross margins could significantly decrease. We rely on existing relationships with software vendors who are also competitors. If
these vendors change their business practices, we may be compelled to find alternative vendors with complementary software, which may not be available on attractive terms or at all, or may not be as
widely accepted or as effective as the software provided by our existing vendors. Our relationships with these and other third-party vendors are an important part of our business, and a deterioration
of these relationships could adversely impact our business and operating results.

A deterioration in our relationship with resellers, systems integrators and other third parties that market and sell our products could reduce our
revenues.

Our ability to achieve revenue growth will depend in large part on adding new partners to expand our sales channels, as well as leveraging our relationships with
existing partners, such as Siemens Medical Solutions Health Services Corporation. If our relationships with these resellers, system integrators and strategic and technology partners deteriorate or
terminate, we may lose important sales and marketing opportunities. Our reseller arrangements from time to time give rise to disputes regarding marketing strategy, exclusive territories and customer
relationships which could negatively affect our business or result in costly litigation.

Our
current and potential customers often rely on third-party systems integrators to implement and manage new and existing applications. These systems integrators may increase their
promotion of competing enterprise software applications, or may otherwise discontinue their relationships with or support of us.

We
also may enter into joint arrangements with strategic partners to develop new software products or extensions, or to sell our software as part of integrated products. Our business may
be adversely affected if these strategic partners change their business priorities or experience difficulties in their
operations, which in either case causes them to terminate or reduce their support for the joint arrangements. Furthermore, the financial condition of our channel partners impacts our business. If our
partners are unable to recruit and adequately train a sufficient number of consulting personnel to support the implementation of our software products, or they otherwise do not adequately perform
implementation services, we may lose customers. Our relationships with resellers, systems integrators and other third-party vendors are an important part of our business, and a deterioration of these
relationships could adversely impact our business and operating results.

We may be unable to retain or attract clients if we do not develop new products and enhance our current products in response to technological changes.

As
a software company, we have been required to migrate our products and services from mainframe to client-server to web-based environments. In addition, we have been
required to adapt our products to emerging standards for operating systems, databases and other technologies. We will be unable to compete effectively if we are unable to:



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New
products require significant development investment. We face uncertainty when we develop or acquire new products because there is no assurance that a sufficient market will develop
for those products. For example, we have made a significant investment in the acquisition and development of services automation software products. If we do not attract sufficient customer interest in
those products, we will not realize a return on our investment and our operating results will be adversely affected.

Our
core technologies face competition from new or revised technologies that may render our existing technology less competitive or obsolete, reducing the demand for our solutions. As a
result, we must
continually redesign our products to incorporate these new technologies and to adapt our software products to operate on, and comply with evolving industry standards for hardware and software
platforms. In addition, conflicting new technologies present us with difficult choices of which new technologies to adopt. If we fail to anticipate or respond adequately to technological developments,
or experience significant delays in product development or introduction, our business and operating results will be negatively impacted.

In
addition, to the extent we determine that new technologies and equipment are required to remain competitive, the development, acquisition and implementation of such technologies may
require us to make significant capital investments. We may not be able to obtain capital for these purposes and investments in new technologies may not result in commercially viable technological
products. The loss of revenue and increased costs to us from such changing technologies would adversely affect our business and operating results.

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Our programs are deployed in large and complex systems and may contain defects that are not detected until after our programs have been installed, which
could damage our reputation and cause us to lose customers or incur liabilities.

Our software programs are often deployed in large and complex computer networks. Because of the nature of these programs, they can only be fully tested for
reliability when deployed in networks for long periods of time. Our software programs may contain undetected defects when first introduced or as new versions are released, and our customers may
discover defects in our products or experience corruption of their data only after our software programs have been deployed. As a consequence, from time to time we have received customer complaints
following installation of our products. In addition, our products are combined with products from other vendors. As a result, should problems occur, it may be difficult to identify the source of the
problem. Software and data security are becoming increasingly important because of regulatory restrictions on data privacy and the significant legal exposures and business disruptions stemming from
computer viruses and other unauthorized entry or use of computer systems. These conditions increase the risk that we could experience, among other things:



In
addition, we may not be able to avoid or limit liability for disputes relating to product performance, software security or the provision of services. The occurrence of any one or
more of the foregoing factors could cause us to experience losses, incur liabilities and adversely affect our operating results.

We may not be able to develop our international operations successfully.

We may not be successful in developing business outside of the United States despite continued investment in our international operations. Additionally, we must
adapt our products to meet the requirements of local markets, primarily in Asia. Factors that could have an adverse effect on our ability to develop our international operations include:



If
our international operations expand, our business may become subject to unexpected, uncontrollable and rapidly changing events and circumstances in addition to those experienced in
the

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United States. The following factors, among others, could have an adverse effect on our business and operating results:



We may be unable to identify or complete suitable acquisitions and investments; and any acquisitions and investments we do complete may create business
difficulties or dilute our stockholders.

As part of our business strategy, we intend to pursue strategic acquisitions. We may be unable to identify suitable acquisitions or investment candidates. Even if
we identify suitable candidates, we cannot assure you that we will be able to make acquisitions or investments on commercially acceptable terms. If we acquire a company, we may have difficulty
integrating its products, personnel and operations into our business. In addition, its key personnel may decide not to work for us. We may also have difficulty integrating acquired businesses,
products, services and technologies into our operations. These difficulties could disrupt our ongoing business, distract our management and workforce, increase our expenses and adversely affect our
operating results. We may also incorrectly judge the value or worth of an acquired company or business. Furthermore, we may incur significant debt or be required to issue equity securities to pay for
future acquisitions or investments. The issuance of equity securities may be dilutive to our stockholders.

Increases in services revenue as a percentage of total revenues could decrease overall margins and adversely affect our operating results.

We realize lower margins on service revenue than on license revenue. We subcontract certain consulting services to systems integrators which generally causes such
services to carry lower gross margins than services provided by our employees. Therefore, an increase in the percentage of services provided by systems integrators versus services provided by our
employees could have a detrimental impact on our overall gross margins and could adversely affect operating results.

We may be unable to compete effectively in the application service provider market.

Some businesses choose to access enterprise software applications through application service providers, or ASPs, which are businesses that host applications and
provide access to software on a subscription basis. We have limited experience selling our solutions through ASPs and may not be successful in generating revenue from this distribution channel.
Moreover, the use of ASPs as a distribution channel may occur more rapidly than we anticipate, and we may not be able to compete effectively in this environment.

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In the event our products infringe on the intellectual property rights of third parties, our business may suffer if we are sued for infringement or
cannot obtain licenses to these rights on commercially acceptable terms.

We are subject to the risk of adverse claims and litigation alleging infringement by us of the intellectual property rights of others. Many participants in the
technology industry have an increasing number of patents and patent applications and have frequently demonstrated a readiness to take legal action based on allegations of patent and other intellectual
property infringement. Further, as the number and functionality of our products increase, we believe that we may become increasingly subject to the risk of infringement claims. If infringement claims
are brought against us, these assertions could distract management and we may have to expend potentially significant funds and resources to defend or settle such claims. If we are found to infringe on
the intellectual property rights of others, we could be forced to pay significant license fees or damages for infringement.

As
part of our standard license agreements, we agree to indemnify our customers for some types of infringement claims under the laws of the United States and some foreign jurisdictions
that may arise from the use of our products. If a claim against us were successful, we may be required to incur significant expense and pay substantial damages as we are unable to insure against this
risk. Even if we were to prevail, the accompanying publicity could adversely impact the demand for our software. Provisions attempting to limit our liability in our standard agreements may be
invalidated by unfavorable judicial decisions or by federal, state, local or foreign laws or ordinances.

It may become increasingly expensive to obtain and maintain liability insurance.

We contract for insurance to cover a variety of potential risks and liabilities. In the current market, insurance coverage is becoming more restrictive, and, when
insurance coverage is offered, the deductible for which we are responsible is larger. In light of these circumstances, it may become more difficult to maintain insurance coverage at historical levels,
or if such coverage is available, the cost to
obtain or maintain it may increase substantially. This may result in our being forced to bear the burden of an increased portion of risks for which we have traditionally been covered by insurance,
which could negatively impact our results of operations.

We have limited protection of our intellectual property and, if we fail to adequately protect our intellectual property, we may not be able to compete.

We consider certain aspects of our internal operations, software and documentation to be proprietary, and rely on a combination of contract, copyright, trademark
and trade secret laws to protect this information. In addition, to date we have filed only one patent application but we intend to file additional patent applications. Outstanding applications may not
result in issued patents and, even if issued, the patents may not provide any competitive advantage. Existing copyright laws afford only limited protection. Our competitors may independently develop
technologies that are less expensive or better than our technology. In addition, when we license our products to customers, we provide source code for many of our products. We may also permit
customers to obtain access to our other source code through a source code escrow arrangement. This access to our source code may increase the likelihood of misappropriation or other misuse of our
intellectual property. In addition, the laws of some countries in which our software products are or may be licensed do not protect our software products and intellectual property rights to the same
extent as the laws of the United States. Defending our rights could be costly.

Business disruptions may interfere with our ability to conduct business.

Business disruptions could affect our future operating results. Our operating results and financial condition could be adversely affected in the event of a
security breach, major fire, war, terrorist attack or other catastrophic event. Impaired access or significant damage to our data center at our

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headquarters in St. Paul, Minnesota due to such an event could cause a disruption of our information systems and loss of financial data and certain customer data, which could adversely impact results
of operations and business financial conditions.

Control by existing shareholders could significantly influence matters requiring stockholder approval.

As of January 8, 2003, our executive officers, directors, and affiliated entities, in the aggregate, beneficially owned approximately 30% of our outstanding
common stock. These stockholders, if acting together, would be able to significantly influence all matters requiring approval by stockholders, including the election of directors and the approval of
mergers or other business combinations.

Financial outlook

From time to time in press releases and otherwise, we may publish forecasts or other forward-looking statements regarding our future results, including estimated
revenues or net earnings. Any forecast of our future performance reflects various assumptions. These assumptions are subject to significant uncertainties, and as a matter of course, any number of them
may prove to be incorrect. Further, the achievement of any forecast depends on numerous risks and other factors (including those described in this discussion), many of which are beyond our control. As
a result, we cannot provide assurance that our performance will be consistent with any management forecasts or that the variation from such forecasts will not be material and adverse. Current and
potential stockholders are cautioned not to base their entire analysis of our business and prospects upon isolated predictions, but instead are encouraged to utilize our entire publicly available mix
of historical and forward-looking information, as well as other available information affecting us, our products and services, and the software industry when evaluating our prospective results of
operations.

ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

Currently, we have minimal monetary assets, liabilities and operating expenses denominated in foreign currencies. If our international operations expand and we
decide to enter into hedging transactions to minimize foreign currency rate risk, the adoption of SFAS No. 133, as amended by SFAS Nos. 137 and 138, could have a material impact on our
operating results.

We
do not utilize any derivative security instruments. Our investments are consistent with the Company's investment policies. We invest our cash in financial instruments consisting
principally of tax-exempt money market funds and highly liquid debt securities of corporations and municipalities. These investments are denominated in U.S. dollars. Investments with
original maturities of three months or less are classified as cash and cash equivalents. As of November 30, 2002, the average maturity of our investment securities was less than three months
and all investment securities had maturities less than 24 months. As of November 30, 2002, we consider the reported amounts of these investments to be reasonable approximations of their
values. Changes in the market interest rates will not have a material impact on our financial position.

Through
November 30, 2002, interest expense was not sensitive to the general levels of United States interest rates because all of our notes payable bear fixed interest rates.

ITEM 4. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under
the supervision and with the participation of our management, including the Company's Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the
design and operation of our disclosure controls and procedures (as defined in Rule 13a-14(c) under the Exchange Act) as of a date (the "Evaluation Date") within 90 days prior
to the filing date of this report. Based

33

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upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective in timely alerting them
to the material information relating to us (or our consolidated subsidiaries) required to be included in our periodic SEC filings.

There
were no significant changes made in our internal controls during the period covered by this report or, to our knowledge, in other factors that could significantly affect these
controls subsequent to the date of their evaluation.

34

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is involved in various claims and legal actions in the normal course of business.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

As
of November 30, 2002, we held $165.8 million of net proceeds from our initial public offering in interest-bearing, investment grade securities. During the three months
ended November 30, 2002, we used approximately $2.7 million for capital expenditures and $0.3 million for repayment of debt.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Nominee

Votes For

Votes WithheldJohn J. Coughlan

74,921,880

17,683,479David J. Eskra

78,854,610

13,750,749David R. Hubers

80,223,085

12,382,274Thomas G. Hudson

78,698,839

13,906,520Richard D. Kreysar

78,701,641

13,903,718David S.B. Lang

80,757,885

11,847,474H. Richard Lawson

76,939,045

15,666,314Geoffrey A. Moore

78,720,134

13,885,225




ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

| | 10.4  |  | Employee Stock Purchase Plan (amended and restated as of December 17, 2002)                                      
| | ----- |  | -----------------------------------------------------------------------------------------------------------------
| | 10.24 |  | Second Amendment to Amended and Restated Credit Agreement, between the Company and U.S. Bank National Association
| |       |  |                                                                                                                  

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| | 10.26 |  | UnderleaseBuilding C, Trinity Court, Wokingham, Bracknell, Berkshire, United Kingdom
| | ----- |  | -------------------------------------------------------------------------------------
| | 99.1  |  | Certification of Chief Executive Officer pursuant to 18 U.S.C Section 1350           
| | 99.2  |  | Certification of Chief Financial Officer pursuant to 18 U.S.C Section 1350           

During
the quarter ended November 30, 2002, the Company filed on September 10, 2002 a Report on Form 8-K/A amending Item 7 of the Report on
Form 8-K filed July 15, 2002, to provide pro forma information and financial statements related to the acquisition of assets of Armature Limited and Armature Group Limited.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

|Date: January 8, 2003 |  | LAWSON SOFTWARE, INC.
|--------------------- |  | ---------------------
|                      |  | By:                  

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CERTIFICATIONS        Certification of Chief Executive Officer  Pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002

I, John J. Coughlan, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of Lawson Software, Inc.:

2.
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and we have:

a)
designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is being prepared;

b)
evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c)
presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or
persons performing the equivalent function):

a)
all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in internal controls; and

b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.
The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

|Date: January 8, 2003                                                     |  | 
|------------------------------------------------------------------------- |  | 
|/s/ JOHN J. COUGLANJohn J. Coughlan President and Chief Executive Officer |  | 

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Certification of Chief Financial Officer  Pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002

I, Robert G. Barbieri, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of Lawson Software, Inc.;

2.
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and we have:

a)
designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is being prepared;

b)
evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c)
presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or
persons performing the equivalent function):

a)
all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in internal controls; and

b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.
The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

|Date: January 8, 2003                                                                         |  | 
|--------------------------------------------------------------------------------------------- |  | 
|/s/ ROBERT G. BARBIERIRobert G. Barbieri Executive Vice President and Chief Financial Officer |  | 

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EXHIBIT INDEX

|EXHIBIT
NUMBER |  | DESCRIPTION OF DOCUMENTS                                                                                         
|-------------- |  | -----------------------------------------------------------------------------------------------------------------
|10.4           |  | Employee Stock Purchase Plan (amended and restated as of December 17, 2002)                                      
|10.24          |  | Second Amendment to Amended and Restated Credit Agreement, between the Company and U.S. Bank National Association
|10.26          |  | UnderleaseBuilding C, Trinity Court, Wokingham, Bracknell, Berkshire, United Kingdom                            
|99.3           |  | Certification of Chief Executive Officer pursuant to 18 U.S.C Section 1350                                       
|99.4           |  | Certification of Chief Financial Officer pursuant to 18 U.S.C Section 1350                                       

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