Exhibit 3

Auditors' ReportTo the Shareholders of Geac Computer Corporation Limited

We have audited the consolidated balance sheets of Geac Computer Corporation Limited as at April 30, 2004 and 2003 and the consolidated statements of
earnings, shareholders' equity and cash flows for each of the years in the two-year period ended April 30, 2004. These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In
our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at April 30, 2004 and 2003 and the
results of its operations and its cash flows for each of the years in the two-year period ended April 30, 2004 in accordance with Canadian generally accepted accounting principles.

SIGNATURE

PricewaterhouseCoopers LLP

Chartered
Accountants

Toronto,
Ontario

June 28,
2004

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Geac Computer Corporation Limited        Consolidated Balance Sheets        (in thousands of U.S. dollars)

|                                                                                                                                   |                            | April 30, |        
|---------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | --------- | -------
|
|Assets                                                                                                                             |                            |           |        
|Current assets:                                                                                                                    |                            |           |        
|Cash and cash equivalents                                                                                                          |                            | $         | 112,550
|Restricted cash                                                                                                                    |                            |           | 95     
|Accounts receivable and other receivables (note 3)                                                                                 |                            |           | 49,300 
|Unbilled receivables                                                                                                               |                            |           | 6,537  
|Future income taxes (note 18)                                                                                                      |                            |           | 15,247 
|Inventory (note 4)                                                                                                                 |                            |           | 624    
|Prepaid expenses                                                                                                                   |                            |           | 10,839 
|                                                                                                                                   |                            |           |        
|                                                                                                                                   | Total current assets       |           |        
|Restricted cash                                                                                                                    |                            |           | 1,781  
|Future income taxes (note 18)                                                                                                      |                            |           | 21,741 
|Property, plant and equipment (note 5)                                                                                             |                            |           | 23,843 
|Intangible assets (note 6)                                                                                                         |                            |           | 32,628 
|Goodwill (note 7)                                                                                                                  |                            |           | 128,366
|Other assets                                                                                                                       |                            |           | 3,352  
|                                                                                                                                   |                            |           |        
|                                                                                                                                   | Total assets               |           | $      
|                                                                                                                                   |                            |           |        
|Liabilities & Shareholders' Equity                                                                                                 |                            |           |        
|Current liabilities:                                                                                                               |                            |           |        
|Accounts payable and accrued liabilities (note 9)                                                                                  |                            | $         | 79,664 
|Income taxes payable                                                                                                               |                            |           | 34,538 
|Current portion of long-term debt (note 11)                                                                                        |                            |           | 391    
|Deferred revenue (note 2)                                                                                                          |                            |           | 117,927
|                                                                                                                                   |                            |           |        
|                                                                                                                                   | Total current liabilities  |           |        
|Deferred revenue (note 2)                                                                                                          |                            |           | 2,256  
|Pension liability (note 13)                                                                                                        |                            |           | 23,994 
|Asset retirement obligation (note 2)                                                                                               |                            |           | 1,648  
|Accrued restructuring (note 17)                                                                                                    |                            |           | 5,864  
|Long-term debt (note 11)                                                                                                           |                            |           | 4,550  
|                                                                                                                                   |                            |           |        
|                                                                                                                                   | Total liabilities          |           |        
|Shareholders' Equity                                                                                                               |                            |           |        
|Preference shares; no par value; unlimited shares authorized; none issued or outstanding                                           |                            |           |       
|Common shares; no par value; unlimited shares authorized; issued and outstanding as at April 30, 200485,174,785 (200384,136,490) |                            |           | 124,019
|Common stock options                                                                                                               |                            |           | 44     
|Contributed surplus                                                                                                                |                            |           | 2,368  
|Retained earnings/(deficit)                                                                                                        |                            |           | 34,517 
|Cumulative foreign exchange translation adjustment                                                                                 |                            |           | (24,877
|                                                                                                                                   |                            |           |        
|                                                                                                                                   | Total shareholders' equity |           |        
|                                                                                                                                   |                            |           |        
|                                                                                                                                   |                            | $         | 406,903
|                                                                                                                                   |                            |           |        

Commitments and contingencies (notes 11, 14 and 20)

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

Approved
by the Board of Directors

/s/ C. KENT JESPERSEN
C. Kent Jespersen
Chairman

/s/ ROBERT L. SILLCOX
Robert L. Sillcox
Chair of the Audit Committee


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Geac Computer Corporation Limited        Consolidated Statements of Earnings        (in thousands of U.S. dollars, except share and per share data)

|                                                                                                            |                                                     | Year ended April 30,     |        
|----------------------------------------------------------------------------------------------------------- | --------------------------------------------------- | ------------------------ | -------
|
|Revenues:                                                                                                   |                                                     |                          |        
|                                                                                                            | Software                                            |                          | $      
|                                                                                                            | Support and services                                |                          |        
|                                                                                                            | Hardware                                            |                          |        
|                                                                                                            |                                                     |                          |        
|                                                                                                            |                                                     | Total revenues           |        
|Cost of revenues:                                                                                           |                                                     |                          |        
|                                                                                                            | Costs of software                                   |                          |        
|                                                                                                            | Costs of support and services                       |                          |        
|                                                                                                            | Costs of hardware                                   |                          |        
|                                                                                                            |                                                     |                          |        
|                                                                                                            |                                                     | Total cost of revenues   |        
|                                                                                                            |                                                     |                          |        
|Gross profit                                                                                                |                                                     |                          | 270,176
|Operating expenses:                                                                                         |                                                     |                          |        
|                                                                                                            | Sales and marketing                                 |                          |        
|                                                                                                            | Product development                                 |                          |        
|                                                                                                            | General and administrative                          |                          |        
|                                                                                                            | Net restructuring and other unusual items (note 17) |                          |        
|                                                                                                            | Goodwill impairment (note 7)                        |                          |        
|                                                                                                            | Amortization of intangible assets                   |                          |        
|                                                                                                            |                                                     |                          |        
|                                                                                                            |                                                     | Total costs and expenses |        
|                                                                                                            |                                                     |                          |        
|Earnings from operations                                                                                    |                                                     |                          | 72,238 
|Interest income                                                                                             |                                                     |                          | 1,265  
|Interest expense                                                                                            |                                                     |                          | (1,289 
|Other expense, net                                                                                          |                                                     |                          | (1,374 
|                                                                                                            |                                                     |                          |        
|Earnings from operations before income taxes                                                                |                                                     |                          | 70,840 
|Income taxes (note 18)                                                                                      |                                                     |                          | 13,674 
|                                                                                                            |                                                     |                          |        
|Net earnings                                                                                                |                                                     | $                        | 57,166 
|                                                                                                            |                                                     |                          |        
|Basic net earnings per common share                                                                         |                                                     | $                        | 0.68   
|                                                                                                            |                                                     |                          |        
|Diluted net earnings per common share                                                                       |                                                     | $                        | 0.66   
|                                                                                                            |                                                     |                          |        
|Weighted average number of common shares used in computing basic net earnings per share ('000s) (note 16)   |                                                     |                          | 84,645 
|                                                                                                            |                                                     |                          |        
|Weighted average number of common shares used in computing diluted net earnings per share ('000s) (note 16) |                                                     |                          | 86,233 
|                                                                                                            |                                                     |                          |        

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

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Geac Computer Corporation Limited        Consolidated Statement of Shareholders' Equity        For the years ended April 30, 2004 and 2003        (in thousands of U.S. dollars,
except share data)

|                                                                              |  | Share capital |  |   |         |  |   |      |   | Cumulative
Foreign
Exchange
Translation
Adjustment |        |   |  
|----------------------------------------------------------------------------- |  | ------------- |  | - | ------- |  | - | ---- | - | -------------------------------------------------- | ------ | - | -
|
|BalanceApril 30, 2002 as reported                                            |  | 78,145        |  | $ | 110,987 |  | $ |     |   | $                                                  | 1,139  |   | $
|Adoption of new accounting pronouncements (note 2)                            |  |              |  |   |        |  |   |     |   |                                                    |       |   |  
|                                                                              |  |               |  |   |         |  |   |      |   |                                                    |        |   |  
|BalanceApril 30, 2002 as restated                                            |  | 78,145        |  |   | 110,987 |  |   |     |   |                                                    | 1,139  |   |  
|Issuance of common stock for cash (note 15)                                   |  | 58            |  |   | 129     |  |   |     |   |                                                    |       |   |  
|Exercise of purchase warrants (note 15)                                       |  | 5,000         |  |   | 9,860   |  |   |     |   |                                                    | (1,139 | ) |  
|Issuance of common stock in exchange for shares of acquired company (note 15) |  | 933           |  |   |        |  |   |     |   |                                                    |       |   |  
|Stock option value resulting from acquisition (note 15)                       |  |              |  |   |        |  |   | 163  |   |                                                    |       |   |  
|Net earnings                                                                  |  |              |  |   |        |  |   |     |   |                                                    |       |   |  
|Foreign exchange translation adjustment                                       |  |              |  |   |        |  |   |     |   |                                                    |       |   |  
|                                                                              |  |               |  |   |         |  |   |      |   |                                                    |        |   |  
|BalanceApril 30, 2003                                                        |  | 84,136        |  |   | 120,976 |  |   | 163  |   |                                                    |       |   |  
|Issuance of common stock for cash (note 15)                                   |  | 1,039         |  |   | 2,907   |  |   |     |   |                                                    |       |   |  
|Exercise of stock options granted in connection with acquisition of Extensity |  |              |  |   | 119     |  |   | (119 | ) |                                                    |       |   |  
|Stock-based compensation (note 2)                                             |  |              |  |   |        |  |   |     |   |                                                    |       |   |  
|Employee stock purchase plan (note 2)                                         |  |              |  |   | 17      |  |   |     |   |                                                    |       |   |  
|Net earnings                                                                  |  |              |  |   |        |  |   |     |   |                                                    |       |   |  
|Foreign exchange translation adjustment                                       |  |              |  |   |        |  |   |     |   |                                                    |       |   |  
|                                                                              |  |               |  |   |         |  |   |      |   |                                                    |        |   |  
|BalanceApril 30, 2004                                                        |  | 85,175        |  | $ | 124,019 |  | $ | 44   |   | $                                                  |       |   | $
|                                                                              |  |               |  |   |         |  |   |      |   |                                                    |        |   |  

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

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Geac Computer Corporation Limited        Consolidated Statements of Cash Flows        For the years ended April 30, 2004 and 2003        (amounts in thousands of U.S. dollars)

|                                                                                    |                                                      | Year ended April 30,                                   |        
|----------------------------------------------------------------------------------- | ---------------------------------------------------- | ------------------------------------------------------ | -------
|
|Cash Flows from Operating activities                                                |                                                      |                                                        |        
|Net earnings for the year                                                           |                                                      | $                                                      | 57,166 
|Adjustments to reconcile net earnings to net cash provided by operating activities: |                                                      |                                                        |        
|                                                                                    | Amortization of intangible assets                    |                                                        |        
|                                                                                    | Depreciation of property, plant and equipment        |                                                        |        
|                                                                                    | Amortization of deferred financing costs (note 10)   |                                                        |        
|                                                                                    | Goodwill impairment (note 7)                         |                                                        |        
|                                                                                    | Stock-based compensation (note 2)                    |                                                        |        
|                                                                                    | Future income tax expense (note 18)                  |                                                        |        
|                                                                                    | Reversal of accrued liabilities and other provisions |                                                        |        
|                                                                                    | Gain on sale of assets (note 21)                     |                                                        |        
|                                                                                    | Other                                                |                                                        |        
|                                                                                    | Changes in operating assets and liabilities:         |                                                        |        
|                                                                                    |                                                      | Accounts receivable and other and unbilled receivables |        
|                                                                                    |                                                      | Inventory                                              |        
|                                                                                    |                                                      | Prepaid expenses                                       |        
|                                                                                    |                                                      | Accounts payable and accrued liabilities               |        
|                                                                                    |                                                      | Income taxes payable                                   |        
|                                                                                    |                                                      | Deferred revenue                                       |        
|                                                                                    |                                                      | Other                                                  |        
|                                                                                    |                                                      |                                                        |        
|Net cash provided by operating activities                                           |                                                      |                                                        | 66,618 
|                                                                                    |                                                      |                                                        |        
|Cash Flows from Investing activities                                                |                                                      |                                                        |        
|Acquisitions less cash acquired (note 8)                                            |                                                      |                                                        | (39,147
|Proceeds from sale of assets less cash divested (note 21)                           |                                                      |                                                        | 339    
|Net additions to property, plant and equipment                                      |                                                      |                                                        | (3,661 
|Change in restricted cash                                                           |                                                      |                                                        | 652    
|                                                                                    |                                                      |                                                        |        
|Net cash used in investing activities                                               |                                                      |                                                        | (41,817
|                                                                                    |                                                      |                                                        |        
|Cash Flows from Financing activities                                                |                                                      |                                                        |        
|Deferred financing costs                                                            |                                                      |                                                        | (2,828 
|Issue of common shares and special warrants                                         |                                                      |                                                        | 2,907  
|Repayment of long-term debt                                                         |                                                      |                                                        | (2,875 
|                                                                                    |                                                      |                                                        |        
|Net cash (used in)/provided by financing activities                                 |                                                      |                                                        | (2,796 
|                                                                                    |                                                      |                                                        |        
|Effect of exchange rate changes on cash and cash equivalents                        |                                                      |                                                        | 726    
|                                                                                    |                                                      |                                                        |        
|Cash and cash equivalents                                                           |                                                      |                                                        |        
|Net increase in cash and cash equivalents                                           |                                                      |                                                        | 22,731 
|Cash and cash equivalentsBeginning of year                                         |                                                      |                                                        | 89,819 
|                                                                                    |                                                      |                                                        |        
|Cash and cash equivalentsEnd of year                                               |                                                      | $                                                      | 112,550
|                                                                                    |                                                      |                                                        |        
|Supplemental disclosures of cash flow information:                                  |                                                      |                                                        |        
|                                                                                    | Interest paid (note 11)                              |                                                        | $      
|                                                                                    |                                                      |                                                        |        
|                                                                                    | Income taxes paid, net of recoveries (note 18)       |                                                        | $      
|                                                                                    |                                                      |                                                        |        

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

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Geac Computer Corporation Limited        Notes to the Consolidated Financial Statements        April 30, 2004 and 2003        (in thousands of U.S. dollars, except share and per
share data unless otherwise noted)

1    NATURE OF OPERATIONS

Geac Computer Corporation Limited ("Geac" or "the Company") is a global enterprise software company for business performance management, providing customers
worldwide with the core financial and operational solutions and services to improve their business performance in real time. Geac's solutions include cross-industry enterprise application systems
(EAS) for financial administration and human resources functions, expense management and time capture, budgeting, financial consolidation, management reporting and analysis and enterprise resource
planning applications for manufacturing, distribution, and supply chain management. These cross-industry applications are marketed globally and span a number of product lines. Geac also provides
industry specific applications (ISA) tailored to the real estate, restaurant, property management, local government, and construction marketplaces, and for libraries, and public safety agencies. Geac
is also a reseller of computer hardware and software, and provides a broad range of professional services, including application hosting, consulting, implementation services, and training. Geac's most
sinificant international operations are in the United States, the United Kingdom and France.

2    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

These consolidated financial statements comprise the financial statements of Geac Computer Corporation Limited and its subsidiary companies, which are fully owned
by Geac. All intercompany balances and transactions have been eliminated.

The
consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles. These principles are also in conformity, in all material
respects, with United States generally accepted accounting principles, except as described in note 23 to the consolidated financial statements.

Reporting currency

The financial statements of the Company have historically been reported in Canadian dollars. Effective May 1, 2003 the Company adopted the U.S. dollar as
its reporting currency since U.S. dollar denominated operations represent an increasingly significant portion of the Company's operations. Comparative financial information has been recast as if the
U.S. dollar reporting currency had always been used, and financial statements have been reported in U.S. dollars for all periods presented.

Comparative figures

Certain of the prior year's figures have been reclassified to conform to the current year's presentation.

Changes in accounting policies

Effective May 1, 2003 the Company changed its policy with respect to the classification of reimbursements received for
out-of-pocket expenses to classify these amounts as revenue. In previous years these reimbursements had been characterized as a reduction of expenses incurred. The change

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has
been applied retroactively and comparative figures were restated. In addition, effective May 1, 2003, the Company has reclassified certain "bug-fixing" expenses that had been
characterized as support costs in certain product lines as product development expenses across all product lines. The consolidated statement of earnings for the year ended April 30, 2003 has
been restated to conform to the current year's presentation. The net effect of the change in policy and reclassification on results for the year ended April 30, 2003 was to increase support and
services revenue by $3,130, to reduce support and services costs by $4,448, and to increase product development expenses by $7,578. There was no impact on net earnings for the year ended
April 30, 2003.

See
also section entitled "Adoption of new accounting pronouncements."

Use of estimates

The preparation of consolidated financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, including future income tax assets and liabilities, the disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Foreign currency translation

Assets and liabilities of the Company's operations having a functional currency other than the U.S. dollar are translated into U.S. dollars at
year-end exchange rates. Income and expense items are translated at average rates of exchange prevailing during the year. Translation adjustments are recorded in the cumulative foreign
exchange translation adjustment in shareholders' equity.

Other
operations and transactions denominated in a non-U.S. dollar currency are translated into U.S. dollars using the temporal method. Non-monetary assets and
liabilities are translated at approximate exchange rates prevailing when the Company acquired the assets or incurred the liabilities. All other assets and liabilities are translated at
year-end exchange rates. Cost of revenues, amortization of intangible assets and depreciation of property, plant and equipment are translated at historical exchange rates. All other income
and expense items are translated at the average rates of exchange prevailing during the year. Gains and losses that result from translation are included in net earnings.

Revenue recognition

Revenue consists primarily of fees for software licenses of the Company's software products, maintenance fees, and professional service fees.

When
a license agreement includes one or more elements to be delivered at a future date and vendor specific objective evidence ("VSOE") of the fair value of all undelivered elements
exists, the Company uses the residual method to recognize revenue. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is
recognized as revenue. If evidence of the fair value of one or more undelivered elements does not exist, all revenue is

7

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deferred
and recognized when delivery of those elements occurs or when fair value can be established. VSOE for all elements of an arrangement is based upon the normal pricing and discounting practices
for those elements when sold separately, and for maintenance services, is additionally measured by the renewal rate.

Software
license revenue is comprised of license fees charged for the use of the Company's products licensed under single or multiple year arrangements in which the fair value of the
license fee is separately determinable from maintenance and/or professional services. For license arrangements that do not require significant modifications or customization of the software, the
Company recognizes software license revenue when persuasive evidence of an arrangement exists, the product has been delivered, the fee is fixed or determinable, and collection of the resulting
receivable is probable. Software is considered to have been delivered when the Company has provided the customer with the access codes that allow for immediate possession of the software or when,
based on the shipping terms, delivery of the software products to the customer has occurred. Contract terms do not provide customers, including resellers, with product rotation rights or rights of
return. The Company's assessment of a customer's creditworthiness is a factor in the determination of whether or not collection is probable. The determination of creditworthiness requires the exercise
of judgment, which affects the Company's revenue recognition. If a customer is deemed not to be creditworthy, all revenue under arrangements with that customer is recognized upon receipt of cash.

Maintenance
revenue is comprised of fees charged for post-contract customer support. Maintenance fee arrangements include ongoing customer support and rights to product
updates "if and when available." Customer payments for maintenance are generally received in advance and are non-refundable. Maintenance revenue is deferred and recognized on a
straight-line basis as support and services revenue over the life of the related agreement, which is typically one year.

Revenues
for professional services, including implementation services, are generally recognized as the services are performed. When license arrangements include professional services,
the license fees are recognized upon delivery, provided that (1) the criteria described above for delivery have been met, (2) payment of the license fees is not dependent upon the
performance of the services, (3) the services are not essential to the functionality of the software, and (4) VSOE exists on the undelivered services. When professional services are not
considered essential, which has been the case in the majority of the Company's license arrangements, the Company recognizes time and materials service contracts as the services are performed. Fixed
price professional services contracts are recognized on a proportional performance basis as determined by the relationship of contract costs incurred to date and the estimated total contract costs,
which are regularly reviewed during the life of the contract, subject to the achievement of the agreed upon milestones. In the event that a milestone has not been achieved, the associated cost is
deferred and revenue is not recognized until the milestone has been accepted by the customer.

For
arrangements that do not meet the criteria described above, both the license revenues and professional services revenues are recognized using the
percentage-of-completion method where reasonably dependable estimates of progress toward completion of a contract can be made. The Company estimates the
percentage-of-completion on contracts utilizing costs incurred to date as a

8

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percentage
of the total costs at project completion, subject to meeting agreed milestones. In the event that a milestone has not been reached, the associated cost is deferred and revenue is not
recognized until the milestone has been accepted by the customer. Recognized revenues and profit are subject to revisions as the contract progresses to completion. Revisions in profit estimates are
charged to earnings in the period in which the facts that give rise to the revision become known. To date, the Company has had no contracts accounted for using the percentage of completion method.

The
timing of revenue recognition may differ from contract payment schedules, resulting in revenues that have been earned but not yet billed. These amounts are included in unbilled
receivables. Customer advances in excess of revenue earned and recognized are recorded as deferred revenue. Deferred revenue is comprised of deferrals for maintenance and professional services.
Long-term deferred revenue, as at April 30, 2004 and 2003, represents amounts received for maintenance and support services to be provided beginning in periods on or after
May 1, 2005 and 2004, respectively. The principal components of deferred revenue as at April 30, 2004 and 2003 were as follows:

2004

2003Maintenance

$
111,593

$
112,444Professional services


8,590


10,183Total deferred revenue


120,183


122,627Less: Current portion


117,927


119,937Deferred revenuelong-term

$
2,256

$
2,690


Research and development costs

Research costs are charged to operations as incurred. Product development costs are deferred if the product or process and its market or usefulness are clearly
defined, the product or process has reached technological feasibility, adequate resources exist or are expected to exist to complete the project and management intends to market or use the product or
process. Technological feasibility is attained when the software has completed system testing and has been determined viable for its intended use. The time between the attainment of technological
feasibility and completion of software development has historically been relatively short with immaterial amounts of development costs incurred during this period. Accordingly, the Company has not
capitalized material amounts of development costs, other than product development costs acquired through business combinations.

Cash and cash equivalents

Cash and cash equivalents are composed of non-restricted cash and short-term, highly liquid investments with an original maturity of
90 days or less. Cash equivalents are stated at amounts that approximate fair value, based on quoted market prices.

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Restricted cash

Cash is considered to be restricted when it is subject to contingent rights of a third party customer, vendor, or government agency. As at April 30, 2004,
$367 of the Company's restricted cash balance was related to bid proposal deposits, customer holdbacks, lease and other deposits. Additionally, $1,509 was related to cash collateralization of bank
guarantees issued for leased office space, vendor, customer and government agency obligations. As at April 30, 2003, $2,355 in restricted cash was related to cash collateralization of letters
of credit and bank guarantees issued for leased office space, customer and government agency obligations, and the remaining $40 was for other restricted deposits.

Allowances for doubtful accounts

The Company maintains an allowance for doubtful accounts at an amount estimated to be sufficient to provide adequate protection against losses resulting from
collecting less than full payment on its receivables. Individual overdue accounts are reviewed, and allowance adjustments are recorded when determined necessary to state accounts receivable at net
realizable value. Additionally, the Company judges the overall adequacy of the allowance for doubtful accounts by considering multiple factors including the aging of receivables, historical bad debt
experience, and the general economic environment. A considerable amount of judgment is required when the Company assesses the realization of receivables, including assessing the probability of
collection and the current creditworthiness of each customer. If the financial condition of the Company's customers were to deteriorate, resulting in an impairment of their ability to make payments,
an additional provision for doubtful accounts may be required. Once all collection efforts are exhausted, the receivable is written-off against the balance in the allowance for doubtful
accounts.

Inventory

Work-in-progress and finished goods inventory are stated at the lower of cost on a first-in, first-out basis and
net realizable value.

Property, plant and equipment

Property, plant and equipment are recorded at cost less accumulated depreciation and are depreciated over the estimated useful lives of the related assets as
follows:

| |  | Buildings                                                |  | 40 years straight-line                                               
|- |  | -------------------------------------------------------- |  | ---------------------------------------------------------------------
| |  | Computers, processing and office equipment and machinery |  | 3 to 5 years straight-line                                           
| |  | Automobiles                                              |  | 4 years straight-line                                                
| |  | Leasehold improvements                                   |  | straight-line over the lease term                                    
| |  | Assets under capital leases                              |  | straight-line over the useful lives of the assets, as indicated above

The
Company reviews, on an ongoing basis, the carrying values of its property, plant and equipment. If it is determined that the carrying value of property, plant and equipment is not

10

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recoverable,
a write-down to fair value is charged to earnings in the period that such a determination is made.

Asset retirement obligations

The Company has obligations with respect to the retirement of leasehold improvements at maturity of facility leases and the restoration of facilities back to
their original state at the end of the lease term. Accruals are made based on management's estimates of current market restoration costs, inflation rates and discount rates. At the inception of a
lease, the present value of the expected cash payment is recognized as an asset retirement obligation with a corresponding amount recognized in property assets. The property asset amount is amortized,
and the liability is accreted, over the period from lease inception to the time the Company expects to vacate the premises resulting in both depreciation and interest charges in the consolidated
statement of earnings.

Discount
rates used are based on credit-adjusted risk-free interest rates on government bonds ranging from 2.0% to 7.5% depending on the lease term. Based on the Company's
current lease commitments, obligations are required to be settled commencing in fiscal 2005 and ending in fiscal 2016. Revisions to these obligations may be required if restoration costs or discount
rates change.

Goodwill and intangible assets

Goodwill represents the excess of the cost of an acquired enterprise over the net identifiable amounts assigned to assets acquired and liabilities assumed. In
accordance with Canadian Institute of Chartered Accountants ("CICA") Handbook Section 3062, "Goodwill and Other Intangible Assets," goodwill and indefinite lived intangible assets are reviewed
for impairment annually. Goodwill is required to be tested for impairment between the annual tests if an event occurs or circumstances change such that it is more likely than not that the fair value
of a reporting unit has been reduced below its carrying value.

The
Company completed its annual impairment test as of February 29, 2004, and concluded that there was no impairment of goodwill. All remaining and future acquired goodwill will
be subject to impairment tests annually, or earlier if indicators of potential impairment exist, using the present value of estimated future cash flows. If it is determined that the carrying amount of
goodwill exceeds the fair
value of goodwill as a result of the impairment testing, a goodwill impairment loss will be recognized on the statement of earnings.

The
Company reviews the carrying value of amortizable intangible assets for impairment whenever events and circumstances indicate that the carrying value of an asset may not be
recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an
impairment loss is recognized equal to the amount by which the carrying value of the asset exceeds the fair value of the asset.

Intangible
assets, which consist of acquired software, customer relationships and agreements, in-process research and development, and trademarks, are recorded at cost less
accumulated

11

---



amortization.
Intangible assets are amortized on a straight-line basis over the estimate useful lives of the related assets as follows:



Acquired software

1 to 5 years

Customer relationships and agreements

3 to 5 years

Trademarks and names

4 years

In-process research and development

3 to 5 years


Employee future benefit plans

The cost of providing benefits through defined benefit pensions is actuarially determined and recognized in earnings using the projected benefit method prorated
on service and management's best estimate of expected plan investment performance and retirement ages of employees. Differences arising from plan amendments, changes in assumptions and experience
gains and losses are recognized in earnings over the expected average remaining service life of employees. Plan assets are valued at fair value. The cost of providing benefits through defined
contribution pension plans is charged to earnings in the period in respect of which contributions become payable.

Income taxes

Income taxes are accounted for under the liability method, whereby future income tax assets and liabilities are recognized for temporary differences between the
tax and accounting bases of assets and liabilities, as well as for the benefit of losses available to be carried forward to future years for income tax purposes. A valuation allowance is provided for
the portion of future tax assets that is more likely than not to remain unrealized. Significant judgement is involved in determining the realizability of temporary differences and tax loss carry
forwards. Future income tax assets and liabilities are measured using substantively enacted income tax rates applicable to taxable income in the years in which those temporary differences are expected
to be recovered or settled. Future income tax assets and liabilities are adjusted for the effects of changes in income tax laws and rates in the period in which the change occurs.

Investment
tax credits arising from research and development are deducted from the related costs and, accordingly, are included in the determination of earnings in the same year as the
related costs.

Advertising costs

Advertising costs are expensed as incurred. Advertising expenses incurred for the years ended April 30, 2004 and 2003 were $3,408 and $2,363, respectively.

Shipping and handling costs

Shipping and handling costs are included in the cost of revenues.

12

---



Legal contingencies

The Company is from time to time involved in various claims and legal proceedings. Periodically, it reviews the status of each significant matter and assesses its
potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, a liability is accrued for the estimated loss.
Significant judgment is involved in both the determination of probability and the determination as to whether an exposure is reasonably estimable. Because of uncertainties related to these matters,
accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability relating to the pending claims and
litigation and it may revise its estimates. Such revisions in estimates or potential liabilities could have a material impact on the results of the Company's earnings and financial position.

Adoption of new accounting pronouncements

The
Company adopted the revised recommendations of CICA Handbook Section 3870, "Stock-Based Compensation and other Stock-Based Payments" ("Section 3870"), which requires
that a fair value method of accounting be applied to all stock-based compensation payments to both employees and non-employees. In accordance with the transitional provisions of
Section 3870, the Company has prospectively applied the fair value method of accounting for stock option awards granted and shares issued under its Employee Stock Purchase Plan ("ESPP") after
May 1, 2003 and, accordingly, has recorded compensation expense in 2004. Prior to May 1, 2003, the Company accounted for its employee stock options and shares issued under ESPP using the
settlement method and no compensation expense was recognized. For awards granted during the year ended April 30, 2003, the standard requires the disclosure of pro forma net earnings and
earnings per share information as if the Company had accounted for employee stock options under the fair value method. The pro forma effect of awards granted and shares issued prior to May 1,
2002 has not been included in the pro forma net earnings and earnings per share information.

The
estimated fair value of the options is amortized to earnings over the vesting period, on a straight-line basis and was determined using the Black-Scholes option pricing
model with the following weighted average assumptions:

AssumptionsStock Options

2004

2003Weighted average risk-free interest rate


4.20
%

4.54
%Weighted average expected life (in years)


7.0


6.61Weighted average volatility in the market price of common shares


71.71
%

75.81
%Weighted average dividend yield


0.00
%

0.00
%Weighted average grant date fair values of options issued

$
3.16

$
2.09


|                                                                      |  | 2004 |      | 2003
|--------------------------------------------------------------------- |  | ---- | ---- | ----
|
|Weighted average fair value of in-the-money options (per option*)     |  |      | nil  |     
|Weighted average fair value of at-the-money options (per option*)     |  | $    | 4.64 |     
|Weighted average fair value of out-of-the-money options (per option*) |  | $    | 3.57 |     

---

13

---





AssumptionsESPP

2004

2003Weighted average risk-free interest rate


2.94
%

2.68
%Weighted average expected life (in years)


0.25


0.25Weighted average volatility in the market price of common shares


32.91
%

65.50
%Weighted average dividend yield


0.00
%

0.00
%Weighted average grant date fair values of awards or shares issued

$
1.00

$
0.80


For
the year ended April 30, 2004, the Company expensed $2,368 relating to the fair value of options granted and $17 relating to the fair value of shares issued under the ESPP in
2004. Contributed surplus was credited $2,385 for these awards and the balance will be reduced as the awards are exercised and the amount initially recorded for the awards in contributed surplus will
be credited to share capital along with the proceeds received on exercise. Contributed surplus was reduced by $17 relating to shares issued under the ESPP during fiscal year 2004.

The
pro forma disclosure relating to options granted in fiscal 2003 is as follows:

Year ended April 30,2004

2003Net earningsas reported

$
57,166

$
31,871Pro forma stock-based compensation expense, net of tax


967


377Net earningspro forma

$
56,199

$
31,494Basic net earnings per shareas reported

$
0.68

$
0.40Pro forma stock-based compensation expense per share


0.01


Basic net earnings per sharepro forma

$
0.67

$
0.40Diluted net earnings per shareas reported

$
0.66

$
0.39Pro forma stock-based compensation expense per share


0.01


Diluted net earnings per sharepro forma

$
0.65

$
0.39


See
note 15 for a description of the employee stock purchase and stock option plans.

In
March 2003, the CICA issued Handbook Section 3110, "Asset Retirement Obligations" ("Section 3110"), which establishes standards for the recognition, measurement
and disclosure of liabilities for asset retirement obligations and the associated retirement costs. This section applies to legal obligations associated with the retirement of tangible
long-lived assets that results from their acquisition, lease construction, development or normal operation. The Company has obligations with respect to the retirement of leasehold
improvements at maturity of facility leases and the restoration of facilities back to their original state at the end of the lease term. This new section is effective for years beginning after
January 1, 2004 and harmonizes Canadian requirements with existing U.S. GAAP. The Company early adopted the provisions of Section 3110 for its year ended April 30, 2004.
Section 3110 requires that the effect of initially applying the Section be treated as a change in accounting policy. Accordingly, the financial statements of prior periods presented for
comparative purposes have been restated retroactively. The adoption of Section 3110 resulted in a liability and a corresponding asset of $1,517 as at April 30, 2003. In addition, the
Company had an adjustment to opening retained earnings in fiscal 2003 of $576, and recorded a charge in the statement of earnings of $174 and $160 for the

14

---



years
ended April 30, 2004 and 2003 respectively. As at April 30, 2004 the total undiscounted amount estimated to settle the asset retirement obligation was $2,386. No amounts were paid
during the years ended April 30, 2004 and 2003.

Recently issued accounting pronouncements

In December 2003, the Emerging Issues Committee released EIC-141, "Revenue Recognition" ("EIC-141") and EIC-142, "Revenue Arrangements with Multiple
Deliverables" ("EIC-142"). EIC-141 summarizes the principles set forth in SAB 101 that, in the Committee's view, are generally appropriate as interpretive guidance on the application of CICA Handbook
Section 3400 "Revenue." EIC-141 is effective on a prospective basis for the Company's 2005 fiscal year. EIC-142 addresses certain aspects of the accounting by a vendor for arrangements under
which it will perform multiple revenue-generating activities. Specifically, EIC-142 addresses how to determine whether an arrangement involving multiple deliverables contains more than one unit of
accounting, and how arrangement consideration should be measured and allocated to the separate units of accounting in the arrangement. EIC-142 is applicable for revenue arrangements with multiple
deliverables entered into by the Company on or after May 1, 2004. The adoption of EIC-141 and EIC-142 is not expected to have a material impact on the Company's results of operations or
financial position.

In
2003, the CICA issued Accounting Guideline AcG-15, "Consolidation of Variable Interest Entities" ("AcG-15"), to provide guidance for determining when an enterprise includes the
assets, liabilities and results of activities of an entity (a "variable interest entity") in its consolidated financial statements, and aids in applying the principles in Handbook Section 1590
"Subsidiaries" to certain entities. AcG-15 applies to annual and interim periods beginning on or after November 1, 2004. The adoption of AcG-15 is not expected to have a material impact on the
Company's results of operations or financial position.

3      ACCOUNTS RECEIVABLE AND OTHER RECEIVABLES

Accounts receivable and other receivables as at April 30, 2004 and 2003 consist of the following:

2004

2003Trade accounts receivable

$
60,555

$
60,282Allowance for doubtful accounts


(11,509
)

(6,214
)Other receivables (note 19)


254


271$
49,300

$
54,339


4      INVENTORY

Inventory as at April 30, 2004 and 2003 consists of the following:

2004

2003Finished goods

$
624

$
774Work-in-progress





13$
624

$
787


15

---



5      PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment as at April 30, 2004 and 2003 consists of the following:

2004Cost

Accumulated
Depreciation

NetLand

$
2,175

$


$
2,175Buildings


10,195


2,813


7,382Computers, processing and office equipment and machinery


79,958


73,832


6,126Automobiles


702


607


95Leasehold improvements


14,889


11,539


3,350Asset retirement obligations


1,648


907


741Assets under capital leases (i)


5,424


1,450


3,974$
114,991

$
91,148

$
23,843


2003Cost

Accumulated
Depreciation

NetLand

$
2,045

$


$
2,045Buildings


9,822


2,467


7,355Computers, processing and office equipment and machinery


78,086


69,293


8,793Automobiles


817


628


189Leasehold improvements


12,445


9,436


3,009Asset retirement obligations


1,517


735


782Assets under capital leases (i)


6,210


1,952


4,258$
110,942

$
84,511

$
26,431


---

16

---



6      INTANGIBLE ASSETS

Intangible assets as at April 30, 2004 and 2003 consist of the following:

2004Cost

Accumulated
Amortization

NetAcquired software(i)

$
28,469

$
5,574

$
22,895Customer relationships and agreements(i)


10,332


2,444


7,888In-process research and development(i)


1,483


173


1,310Trademarks and name(i)


773


238


535$
41,057

$
8,429

$
32,6282003Cost

Accumulated
Amortization

NetAcquired software

$
8,183

$
414

$
7,769Customer relationships and agreements


3,051


376


2,675Trademarks and name


768


40


728$
12,002

$
830

$
11,172


---

7      GOODWILL

Goodwill
as at April 30, 2004 and 2003 was as follows:

2004

2003Goodwill

$
128,366

$
89,386


For
the year ended April 30, 2004 the Company completed its review for potential impairment and concluded that there was no impairment of goodwill. In connection with the
Company's annual review of the carrying value of goodwill for the year ended April 30, 2003, a goodwill write-down of $11,509 was recorded in the fourth quarter of fiscal 2003
relating to the Interealty business. The impairment was based on revised future estimates of its likely performance and resulted in the write-off of the full amount of goodwill related to
the Company's Interealty business.

All
remaining and future acquired goodwill will be subject to impairment tests annually, or earlier if indicators of potential impairment exist, using a future cash flow based approach.

17

---



The
changes in the carrying amount of goodwill are as follows:

Balance as at April 30, 2002

$
80,920Goodwill from EBC acquisition (note 8)


1,555Goodwill from Extensity acquisition (note 8)


16,558Goodwill impairment


(11,509
)Goodwill adjustment related to pre-acquisition liabilities (note 17)


(701
)Foreign exchange impact


2,563Balance as at April 30, 2003


89,386Goodwill from Comshare acquisition (note 8)


37,931Goodwill adjustment related to acquisition reserves


(149
)Goodwill adjustment related to future tax assets (note 8)


(962
)Foreign exchange impact


2,160Balance as at April 30, 2004

$
128,366


8      BUSINESS COMBINATIONS

On August 6, 2003 the Company acquired Comshare, Incorporated (Comshare), a provider of corporate performance management software, based in Michigan, by
way of a cash tender offer for all outstanding shares of Comshare at a price of $4.60 per share. The acquisition was accounted for by the purchase method with the results of operations of the business
included in the consolidated financial statements from the date of acquisition.

The
total purchase price was approximately $55,772, consisting of $53,807 of cash and $1,965 of acquisition costs. The purchase price was allocated to the fair value of assets acquired
and liabilities assumed as follows:

Cash

$
16,625Other current assets


10,411Office and computer equipment


909Future income tax assets


6,323Acquired intangible assets (including $20,253 of acquired software, $1,483 of in-process research and development, and $6,755 of customer agreements)


28,491Goodwill


37,931Current liabilities


(11,512
)Future income tax liabilities


(4,481
)Other liabilities (primarily pension obligation)


(28,925
)Total purchase price

$
55,772


In
fiscal 2003, the Company acquired the shares of Extensity, Inc. and certain assets of EBC Informatique. The acquisitions were accounted for by the purchase method with
the results of operations of each business included in the consolidated financial statements from the respective dates of acquisition. The total net cash purchase price of the businesses acquired by
the Company was $22,686, related to the businesses as described below.

Effective
August 5, 2002, the Company acquired certain assets of EBC Informatique, a French hardware and software solutions provider. These assets included customer
contracts, intellectual

18

---



property
rights, trademarks, and property, plant and equipment. The cash purchase price was $2,362. The purchase price was allocated to the fair value of assets acquired and liabilities assumed as
follows:

Property, plant and equipment

$
31Acquired intangible assets (including $1,854 of customer agreements, $415 of acquired software, and $59 of trademarks)


2,328Goodwill


1,555Current liabilities


(201
)Future income tax liabilities


(551
)Other liabilities


(800
)Total purchase price

$
2,362


On
March 6, 2003, the Company acquired 100% of the common shares of Extensity, Inc., a provider of solutions to automate employee-based financial systems, headquartered in
California. The purchase price was $50,327, consisting of $43,423 of cash, 932,736 of common shares with a value of $2,619 less issuance costs of $2,619, $163 of fair value of the assumed outstanding
stock options of Extensity, Inc., and $4,122 of transaction costs.

The
purchase price was allocated to the fair value of assets acquired and liabilities assumed as follows:

Cash

$
29,840Other current assets


3,978Property, plant and equipment


1,281Future income tax assets*


5,161Acquired intangible assets (including $7,700 of acquired software, $900 of customer agreements, and $700 of trademarks)


9,300Goodwill*


16,558Current liabilities


(12,712
)Other liabilities


(3,079
)Total purchase price

$
50,327


---

19

---



9      ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities as at April 30, 2004 and 2003 consist of the following:

2004

2003Accounts payable

$
9,504

$
11,125Payroll and benefits


30,839


27,103Accrued restructuring charges


7,552


10,849Accrued professional fees and legal costs


8,875


10,079Commodity and property taxes


7,319


5,853Hardware and third party software


3,241


3,779Insurance


1,027


1,609Other accrued liabilities


11,307


11,087$
79,664

$
81,484


10    CREDIT FACILITY

On September 9, 2003 the Company and certain of its subsidiaries entered into a Loan, Guaranty and Security Agreement (the "Loan Agreement") with Wells
Fargo Foothill, Inc., pursuant to which the Company and certain of its subsidiaries obtained a three-year revolving credit facility (the "Facility") with a $50,000 revolving line of
credit, including a $5,000 letter of credit sub-facility. The interest rate payable on advances under the Facility is, at the Company's option, the prime rate plus 0.50% or LIBOR plus
3.00%. The facility is collateralized by substantially all of the assets of the Company and certain of its United States and Canadian subsidiaries and guaranteed by certain of its United States,
Canadian, United Kingdom and Hungarian subsidiaries. The Facility is available for the working capital needs and other general corporate purposes of the Company and its subsidiaries that are parties
to the Loan Agreement. As of April 30, 2004, $1,815 of the letter of credit sub-facility has been utilized, and the remaining $48,185 revolving line of credit is available and has
not been drawn on.

The
financing costs of $2,828 incurred to close the transaction were recorded as other assets in the second quarter of fiscal 2004 and are being amortized to interest expense on a
straight-line basis over the term of the Facility. Amortization expense related to these financing costs was $607 in fiscal 2004.

20

---



11    LONG-TERM DEBT

Long-term debt as at April 30, 2004 and 2003 consists of the following:

2004

2003Collateralized loansEuro loans bearing interest ranging from 4.10% to 6.50% for fiscal 2003, collateralized by certain assets of the borrowing subsidiary

$


$
11Sterling loans, bearing interest at 2.00% above bank base rate for fiscal 2003, collateralized by real properties





2,505Uncollateralized loansEuro loans bearing interest at 4.6% per annum (2003ranging from 4.10% to 4.60%), repayable in fiscal 2005


27


361Capital lease obligationsBearing interest at 8.00% per annum (2003ranging between 4.75% and 8.00%), uncollaterized


4,914


3,422Mandatorily redeemable preference sharesU.S. dollar preference shares issued by subsidiary, bearing a fixed dividend of 12% per annum





50Total long-term debt


4,941


6,349Less: Current portion


391


733Long-term debt

$
4,550

$
5,616


The
interest expense on long-term debt and interest paid are as follows:

Year ended April 30,2004

2003Interest expense on long-term debt

$
206

$
270Interest expense on capital lease obligations

$
334

$
259Cash interest paid on long-term and short-term obligations

$
563

$
457


The
capital repayments required on the Company's total long-term obligations at April 30, 2004 are as follows:

Year ending April 30,2005

$
3912006


3932007


4252008


4592009


4962010 and subsequent


2,777$
4,941


12    FINANCIAL INSTRUMENTS

Financial instruments included in the consolidated balance sheets consist of cash and cash equivalents, restricted cash, accounts receivable and other
receivables, unbilled receivables, accounts payable and accrued liabilities, asset retirement obligations, pension liabilities and long-term debt.

21

---



a. Fair values of financial assets and liabilities

The fair values of cash equivalents, accounts receivable and other receivables, unbilled receivables, and accounts payable and accrued liabilities approximate
their carrying values because of the short-term maturity of those instruments. At April 30, 2004, there is no significant difference between the carrying value and the fair value of
asset retirement obligations, pension liabilities, and long-term debt. The Company is not a party to any significant derivative instruments.

b. Credit risk

The Company is subject to credit risk for billed and unbilled receivables and cash and cash equivalents. The Company places its temporary excess cash in
high-quality, short-term financial instruments issued or guaranteed by major financial institutions in the countries in which it operates or in similar low-risk
instruments. To date, the Company has not experienced significant losses on these investments.

Trade
receivables are with customers in many diverse industries and are subject to normal industry credit risks. The Company sells a significant portion of its software to customers in
North America, Europe and Asia-Pacific. Accordingly, adverse economic trends affecting these geographic locations may increase the Company's credit risk in its trade accounts receivable.
The Company has adopted credit policies and standards intended to accommodate industry growth and inherent risk. In addition, ongoing credit evaluations of our customers' financial condition are
performed. The Company does not obtain collateral for its trade receivables.

c. Interest rate risk

The Company is subject to interest rate risk on its floating rate long-term debt and on its senior secured credit facility. The senior secured credit
facility will bear interest at a variable rate based on margin over the prime rate or LIBOR, as the case may be. The annual increase or decrease in interest expense for each one percentage change in
interest rates on the floating rate debt and the senior secured credit facility at April 30, 2004 are $nil (2003$25) and $18 (2003$nil) respectively.

d. Foreign exchange risk

The Company is subject to foreign exchange risk because some of its business is transacted in currencies other than U.S. dollars.

Accordingly,
some of its financial instruments are denominated in foreign currencies. The amount of the net risk fluctuates in the normal course of business, as transactions in various
jurisdictions are concluded.

13    EMPLOYEE FUTURE BENEFITS

Prior to the acquisition of Comshare, a subsidiary of Comshare in the United Kingdom maintained a defined contribution plan for substantially all Comshare
employees in the United Kingdom. In connection with the acquisition of Comshare, the Company assumed the defined contribution plan. Since inception of the plan through June 30, 2002, the plan
provided a minimum annual company contribution of 2.5% of the employee's compensation and matching contribution up to an additional 2.5% of compensation, based on employee contributions. Effective
July 1, 2002 the Company contribution formula was amended to eliminate the minimum company contribution and cap the maximum company contribution at 3% of compensation. There have been no
contributions to the plan since the date of acquisition.

22

---



The
United Kingdom Comshare subsidiary also has a defined benefit plan, which covered substantially all of its employees hired prior to January 1, 1994, based on years of service
and final average salary. This plan was frozen on April 1, 1997, with no further benefits accruing under the plan.

The
Company used a measurement date of April 30 for the majority of its plans.

Defined contribution pension plans

The Company sponsors a number of defined contribution plans in Europe, of which the most significant are in France and Italy. Benefits under defined contribution
pension plans are generally based on pay and years of service.

The
combined status of the Company's defined contribution pension plans was as follows as at April 30, 2004 and 2003:

2004

2003Defined contribution retirement obligation

$
1,682

$
1,059


Defined
contribution expense was approximately $764 and $111 for the years ended April 30, 2004 and April 30, 2003, respectively.

Defined benefit pension plan

The Company's intention is to fund its defined benefit pension plan in amounts at least sufficient to meet the minimum requirements of the applicable local laws
and regulations. The assets of the plan are invested in equity and bond funds consistent with the requirements of local law. Depending on the design of the plan, and local custom and market
circumstances, the minimum liabilities of a plan may exceed qualified plan assets.

As
of April 30, 2004, the plan was funded to the minimum legal funding requirement.

The
weighted-average of significant assumptions adopted in measuring the Company's obligations and costs are as follows:

April 30, 2004Projected benefit obligationDiscount rate

5.75
%Rate of compensation increase

n/aNet periodic benefit costDiscount rate

5.75
%Expected rate of return on plan assets

6.75
%Rate of compensation increase

n/a


23

---



Information
about the Company's defined benefit pension plan is as follows for the year ended April 30, 2004:

April 30, 2004Change in benefit obligationAccrued benefit obligation, beginning of year

$
Benefit obligation assumed upon the acquisition of Comshare


38,339Interest cost on accrued benefit obligations


1,846Actuarial gains


(2,646
)Benefits payments


(522
)Currency translation adjustment


3,817Accrued benefit obligation, end of year

$
40,834Change in plan assetsFair value of plan assets, beginning of year

$
Pension assets acquired upon the acquisition of Comshare


18,817Actual return on plan assets


1,608Employer contribution


Benefits payments


(522
)Currency translation adjustment


1,936Fair value of plan assets, end of year

$
21,839Unfunded amount

$
18,995Unamortized actuarial gain


3,317Net amount recognized in the consolidated balance sheets

$
22,312


Year ended April 30, 2004Components of net periodic benefit costCurrent interest costs

$
1,846Current service costs


Less: Expected return on plan assets


(1,103
)Net period benefit cost

$
743


The
Company made no contributions to its defined benefit pension plan for the year ending April 30, 2004. The Company expects to contribute $782 to its pension plan in 2005.

Future benefit payments

Anticipated future retirement payments are as follows:

Year ending April 30,2005

$
5982006

$
6032007

$
6102008

$
6162009

$
6232010 and subsequent

$
635


24

---



Plan assets

The asset allocation for the Company's pension plan at the end of fiscal 2004, and the target allocation of fiscal 2005, by asset category, is as follows:

Target
Allocation 2005

Percentage of Plan Assets
at April 30, 2004Equity securities

55-65
%
61.7
%Debt securities

35-45
%
38.3
%


The
weighted average of the long-term rate of returns that are expected on the actual assets held as of April 30, 2004 is 6.75% per annum. Asset return assumptions are
derived following consideration of the Company's current investment mix and from an analysis of long-term historical data relevant to the country where the plan is in effect and the
investments applicable to the plan.

14    COMMITMENTS AND CONTINGENCIES

The Company has operating leases on rental equipment for varying terms up to a maximum of 5 years, leases on vehicles for varying terms up to a maximum of
4 years, and has entered into leases for the rental of premises for varying terms up to a maximum of 21 years. Aggregate lease payments in each of the next five years and thereafter are
as follows:

Year ending April 30,2005

$
17,4002006


11,2332007


5,1422008


2,7372009


1,5862010 and subsequent


5,011Total obligations under operating leases

$
43,109


The
total expense incurred on operating leases for the year ended April 30, 2004 was $16,151 (2003$15,836).

The
Company has capital leases on various assets (notes 5 and 11) for terms ranging up to a maximum of 7 years. Aggregate lease payments on assets held under capital leases
in each of the next five years are as follows:

Year ending April 30,2005

$
6032006


6032007


6032008


6032009


6032010 and subsequent


2,8705,885Less: Imputed interest on capital lease obligations


971Total obligations under capital leases

$
4,914


As
at April 30, 2004, letters of credit and bank guarantees are outstanding for approximately $3,324 (2003$2,736) of which $1,509 (2003$2,355) are cash
collateralised and included in restricted cash.

See
note 20 for legal contingencies.

25

---



15    SHARE CAPITAL

The Company is authorized to issue an unlimited number of common shares, with no par value, and an unlimited number of preference shares, with no par value,
issuable in series.

In
March 2003, the Company acquired Extensity, Inc. Under the terms of the merger agreement, Extensity shareholders were able to elect to receive, for each share of
Extensity common stock, 0.627 of a Geac common share or US$1.75 in cash. In connection with this transaction, the Company issued 932,736 shares at a value of Cdn$4.13 per share, which is determined
based on an average market price of Geac during 3 days prior to the closing of the acquisition. The issued share capital of Cdn$3,852 was offset by the issuance costs incurred in the
transaction. In accordance with the terms of the merger agreement, the Company assumed all of the Extensity outstanding options on the closing date of March 6, 2003. The fair value of $163 of
the assumed options was recognized as part of the share capital of the Company for the year ended April 30, 2003.

In
May 2001, the Company entered into an agreement with a syndicate of underwriters led by CIBC World Markets Inc. under which the underwriters agreed to buy
10 million units via special warrants. Each unit consisted of one common share plus one half of a common share purchase warrant, and the units were issued at Cdn$2.00 per unit, for aggregate
proceeds of Cdn$20,000. The net proceeds after underwriters' fees and other issue expenses were Cdn$17,885. On August 1, 2001, the 10 million special warrants were exercised, which
resulted in the issuance of 10 million common shares and 5 million common share purchase warrants and an increase in share capital in the amount of Cdn$16,135. The purchase warrants were
recorded at their fair value of Cdn$1,750. Each full common share purchase warrant entitled the purchaser to acquire a common share of the Company for Cdn$2.75 at any time up to 18 months from
the close of the offering on June 29, 2001. During the second and third quarters of fiscal 2003, all 5 million purchase warrants were exercised. As a result of this exercise, share
capital increased by $8,721 and the fair value of purchase warrants of $1,139 was reclassified and recognized as part of the issued share capital.

Employee stock purchase plan

The Company's employee stock purchase plan (the "Old ESPP") became effective in August 2001. Under the Old ESPP, membership was limited to employees resident in
Canada and after entering continuous full-time employment with the Company or a subsidiary of the Company. The maximum number of common shares issuable under the Old ESPP was 600,000.
During fiscal 2004, 26,973 (200339,646) shares were issued to employees under this plan at a weighted average price of Cdn$4.48 (2003Cdn$3.57) per share. The Company's share
capital account was credited for $88 (2003$92) for cash received from employees for purchases of stock under the Old ESPP.

The
Company's 2003 Employee Stock Purchase Plan (the "New ESPP") was approved by the Company's shareholders in September 2003. Under the New ESPP, employees of the Company resident in
Canada and the United States are entitled to participate with additional countries to be added over time. The maximum number of common shares issuable under the New ESPP is 2,000,000 shares. As at
April 30, 2004, no shares were issued to employees under this new plan.

Stock option plan

Options have been granted to employees, directors, and executive officers to purchase common shares at or above the prevailing market price at the time of the
grant under the Company's various employee stock option plans. Options under these plans typically vest over three to four years and expire ten years from the date granted. Currently, the Company is
only granting options under the Geac's Stock Option Plan VI ("Plan VI"). The maximum number of shares reserved for Plan VI is 9,554,016. As at April 30, 2004, the total number still available
to be issued under the Plan VI was 441,106 (20031,977,097) options.

26

---



In
connection with the Comshare acquisition in fiscal 2004, 1,535,250 options were granted on September 9, 2003, to employees of Comshare, Inc., under Plan VI, which vest
over four years and expire in ten years after the date of grant.

In
connection with the Extensity acquisition in fiscal 2003, 175,768 options were issued under Plan VI to replace outstanding options of Extensity, Inc. and 958,320 additional
options were granted under Plan VI on March 25, 2003, to employees of Extensity, Inc., which vest over three years and expire in ten years after the date of grant.

An
analysis of the stock options outstanding under the employee stock option plans and other arrangements is as follows:

|                                                                   |  | 2004   |   | 2003
|------------------------------------------------------------------ |  | ------ | - | ----
|
|
|OutstandingBeginning of year                                      |  | 7,214  |   | $   
|Options granted                                                    |  | 5,004  |   | $   
|Options exercised                                                  |  | (1,011 | ) | $   
|Options expired                                                    |  | (1,361 | ) | $   
|Options forfeited                                                  |  | (591   | ) | $   
|                                                                   |  |        |   |     
|OutstandingEnd of year                                            |  | 9,255  |   | $   
|                                                                   |  |        |   |     
|Weighted average exercise price of options exercisableEnd of year |  |        |   | $   
|                                                                   |  |        |   |     

For
the years ended April 30, 2004 and 2003, the Company's share for capital account was credited with $2,819 and $37 respectively, for cash received from employees upon the
exercise of stock options.

|                |  | Options Outstanding |  | Options Exercisable
|--------------- |  | ------------------- |  | -------------------
|
|$  0.38 -  3.52 |  | 227,102             |  | 6.8                
|$  4.24 -  5.01 |  | 2,731,837           |  | 8.7                
|$  6.11 -  9.32 |  | 5,913,250           |  | 8.5                
|$10.15 - 29.25  |  | 225,000             |  | 3.3                
|$32.92 - 41.25  |  | 158,000             |  | 2.7                
|                |  |                     |  |                    
|$  0.38 - 41.25 |  | 9,255,189           |  | 8.3                
|                |  |                     |  |                    

Amended and restated shareholder protection rights plan

The Company and a predecessor to Computershare Trust Company of Canada, as rights agent, entered into an agreement dated March 15, 2000 to implement a
shareholder protection rights plan (the "Original Plan"). The Company's Board of Directors adopted, and the Company's shareholders on September 10, 2003 approved, the amended and restated
shareholder protection rights plan (the "Amended Plan") thereby reconfirming and amending the Original Plan. The Amended Plan is identical to the Original Plan in all material respects.

One
right (a "Right") was issued on March 15, 2000, the date of implementation of the Original Plan, for each common share that was outstanding on that date or issued
subsequently. Under the Amended Plan, the Rights are reconfirmed and the Company reconfirms its authorization to continue the issuance of one new Right for each common share issued. Generally, each
Right, except for Rights

27

---



owned
by an acquiring person (as defined in the Amended Plan) will, if certain events occur, constitute the right to purchase from the Company, on payment of the exercise price, that number of common
shares of the Company having an aggregate market price equal to twice the exercise price, subject to adjustment in certain circumstances. Prior to the separation time (as defined in the Amended Plan),
the exercise price for a Right is equal to three times the market price from time to time. After the separation time, the exercise price is three times the market price at the separation time. The
Rights become exercisable after the separation time, which generally occurs ten days after a person acquires beneficial ownership of or announces an intention to acquire 20% or more of the voting
securities of the Company, unless the Board of Directors determines that it should be a later date. Until the separation time, the Rights trade together with the existing common shares. The Board of
Directors may, in certain circumstances, redeem outstanding Rights at a redemption price of $0.001 per Right.

Directors' deferred share unit plan

In March 2004, the Board authorized a Director's deferred share unit plan. Under the plan, the Human Resources and Compensation Committee of the Board, or
its designee, may grant deferred share units to members of the Company's Board of Directors relating to compensation for the services rendered to the Company as a member of the Board. Units issued
under the plan may be subject to vesting conditions or certain share ownership requirements. Ten thousand units were issued under this plan as at April 30, 2004 to each
non-executive Director of the Company, with one-third of the units vesting on the date of issuance, one-third vesting on April 30, 2005 and
one-third vesting on April 30, 2006.

16    WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

The following table summarizes the reconciliation of the basic weighted average number of shares outstanding and the diluted weighted average number of shares
outstanding used in the diluted net earnings per share calculations:

2004

2003('000s)

('000s)Basic weighted average number of shares outstanding

84,645

80,152Stock options and warrants

1,588

1,543Diluted weighted average number of shares outstanding

86,233

81,695


17    NET RESTRUCTURING AND OTHER UNUSUAL ITEMS

For the years ended April 30, 2004 and 2003, net restructuring and other unusual items (recovery)/expense was comprised of the following:

2004

2003Unusual items

$
(2,851
)
$
1,973Restructuring (reversals)/charges


(2,430
)

1,630Net restructuring and other unusual items

$
(5,281
)
$
3,603


Details
related to each of these components are discussed below.

28

---



Unusual items

The unusual items credit balance of $2,851 is comprised of the reversal of previously accrued liabilities of approximately $1,916 which, based on changing
circumstances, were determined to no longer be required, and a $2,170 liability balance relating to customer commitments from previous acquisitions which was reversed as a result of the fulfillment of
the commitments. Also, a pre-tax gain of $243 on the sale of the assets of the NTC Northern Ontario business was recorded in the third quarter of fiscal 2004. These balances were reduced
by a charge for $825 resulting from new information obtained on a capital lease obligation which required the Company to increase its outstanding liability balance, and by an increase of $653 in a
pension obligation held by the Company resulting from an actuarial valuation.

For
the year ended April 30, 2003, $1,973 in charges for unusual items included $3,473 for legal claims. This amount was partially offset by a credit of $1,500 for the elimination
of customer commitments from a fiscal 2000 acquisition based on revised estimates of the acquired obligations. (For the year ended April 30, 2004, $3,587 in charges related to legal claims were
also incurred. These amounts were classified in general and administrative expenses in the consolidated statement of earnings. See note 20.)

Restructuring expense

For the year ended April 30, 2004, the net restructuring credit balance of $2,430 was comprised of a release of $987 related to severance accruals as a
result of plan amendments and employee attrition prior to their planned termination and $1,930 related to previously accrued lease termination costs that are no longer required. This was reduced by a
severance charge of $487 related to employee terminations in North America to align the Company's workforce with existing and anticipated future market requirements. Approximately 34 employees were
terminated in the first half of fiscal year 2004, primarily from the support and services, development and sales and marketing areas.

In
fiscal 2003, the Company recorded a net charge of $1,630 related to accrued restructuring charges. The Company incurred a charge of approximately $1,959 for severance relating to the
restructuring of the Company's business, primarily in North America, and recorded a charge for increases in premises rationalization accruals of $2,418 for changes in estimated recoveries and
settlements related to actions in the fiscal 2002 restructuring. This was reduced by a reversal of $1,040 in severance accruals as a result of plan amendments and employee attrition prior to their
planned termination and a reduction in premises rationalization of $1,707 related to plan amendments.

29

---



Restructuring accrual

Activity related to the Company's restructuring plans, business recorded rationalization, and prior to fiscal 2002, was as follows:

Premises
Restructuring

Workforce
Reductions

TotalApril 30, 2002 provision balance

$
14,296

$
10,480

$
24,776Fiscal year 2003 provision additions


8,438


5,722


14,160Fiscal year 2003 costs charged against provisions


(3,398
)

(9,555
)

(12,953
)Fiscal year 2003 provision release


(1,678
)

(1,022
)

(2,700
)April 30, 2003 provision balance


17,658


5,625


23,283Fiscal year 2004 provision additions


3,101


5,990


9,091Fiscal year 2004 costs charged against provisions


(4,860
)

(8,661
)

(13,521
)Fiscal year 2004 provision release


(3,699
)

(1,738
)

(5,437
)April 30, 2004 provision balance

$
12,200

$
1,216


13,416Less: Current portion








7,552Long-term portion of restructuring accrual







$
5,864


For
the year ended April 30, 2004, the Company recorded a restructuring liability of approximately $4,922 related to the acquisition of Comshare. An amount of $3,125 was accrued
related to workforce reductions for 72 employees of Comshare in the general and administrative, support and services, and sales and marketing areas. As at April 30, 2004, restructuring of the
Comshare workforce was substantially complete. The remaining balance of $1,867 related to lease termination costs. Of this balance, $190 has been paid through April 30, 2004 and the remaining
balance will be recognized through to the end of the contractual lease obligation of the premise.

During
the year ended April 30, 2004, the Company also accrued $2,865 in severance and $1,234 in lease termination costs related to the rationalization of the North American and
EMEA businesses. As at April 30, 2004, a balance of approximately $1,082 is remaining for severance, of which the remainder will be paid in the first half of 2005 and will include employees
from the support and services, development and sales and marketing areas. The remaining balance for accrued premises restructuring was $6,289 as at April 30, 2004. The Company anticipates that
the remainder of the balance will be utilized through fiscal 2009.

As
at April 30, 2004, the remaining $4,359 balance related to the acquisition of Extensity is for reserves on premises, which are expected to be utilized through the second
quarter of fiscal 2007.

During
the year ended April 30, 2004, several smaller restructuring accruals relating to severance amounts and lease termination costs were released through the general and
administrative expense line to adjust the accruals to match the current estimates of the amounts required.

30

---



18    INCOME TAXES

The provision for income taxes reflects an effective income tax rate that differs from the combined basic Canadian federal and provincial income tax rate for the
reasons in the table below.

Year ended April 30,2004

2003Combined basic Canadian federal and provincial income tax rate


36.5
%

38.0
%Provision for income taxes based on above rate

$
25,857

$
20,282Increase (decrease) resulting from:Non-deductible amortization arising from acquisitions





412Write-down of goodwill





4,373Foreign tax rate differences


(2,647
)

(1,124
)Change in valuation allowance


(9,030
)

(3,696
)Other


(506
)

1,096Provision for income taxes per consolidated statements of earnings

$
13,674

$
21,343


Total
amount of income taxes paid in excess of recoveries is $5,091 (2003$5,626).

Income tax expense

Year ended April 30,2004

2003Current income tax expense

$
7,630

$
4,910Change in temporary differences


1,191


4,195Realization of non-capital loss carry-forwards


13,883


15,934Change in valuation allowance


(9,030
)

(3,696
)Future income tax expense


6,044


16,433Total income tax expense

$
13,674

$
21,343


31

---



The
following table shows the income tax effects of temporary differences and tax losses that gave rise to future income tax assets as at April 30, 2004 and 2003.

2004

2003Provisions and other

$
14,773

$
15,309Deferred revenue


1,893


2,349Valuation allowance


(1,419
)

(1,420
)Future income taxescurrent


15,247


16,238Property, plant and equipment


25,404


21,833Non-capital loss carry-forwards


48,792


47,104Capital loss carry-forwards


2,869


2,586Intangible assets


(12,075
)

(4,422
)Valuation allowance


(43,249
)

(44,093
)Future income taxesnon-current


21,741


23,008Total future income taxes

$
36,988

$
39,246


Substantially
all of the Company's activities are carried out through operating subsidiaries in a number of countries. The income tax effect of operations depends on the income tax
legislation in each country and operating results of each subsidiary and the parent Company.

The
Company has non-capital losses of approximately $160,842 (2003$133,909), which are available for carry-forward against taxable income in future years and
which expire as shown in the table below. Certain non-capital losses may be subject to restrictions on their availability.

The
Company has capital losses of approximately $139,037 (2003$131,329), which are available for carry-forward against taxable capital gains in future years and which expire
as shown in the table below.

Capital Losses

Non-Capital Losses2005

$


$
2,6102006





3,0552007





2,2912008


577


1,2062009 - 2023





66,434Losses without expiry date


138,460


85,246$
139,037

$
160,842


In
assessing the realizability of future tax assets, management considers whether it is more likely than not that some portion or all of the future tax assets will not be realized.
Management evaluates a variety of factors, including the Company's earnings history, the number of years the Company's non-capital losses can be carried forward, and projected future
taxable income. As indicated in the table above, management has provided a valuation allowance for a portion of the non-capital loss carry-forwards in certain jurisdictions where it is
unlikely that the entities will generate sufficient taxable income in the carry-forward years to utilize the losses and for all of the capital losses. For the balance of future tax assets, although
realization is not assured, management believes it is more likely than not that the future tax assets will be realized.

32

---



19    RELATED PARTY TRANSACTIONS

Accounts receivable and other receivables as at April 30, 2004 included $254 (2003$254) for a loan due from a former officer of the Company in
connection with a compensatory arrangement relating to his employment with the Company. The Company holds as collateral 250,625 common shares of the Company, a portion of which were purchased by the
former officer with the proceeds of the loan. The 250,625 common shares had a market value of approximately $1.5 million as at April 30, 2004. The loan came due in October 2003
and the Company anticipates that the amount will be settled in fiscal 2005.

The
Company also acquired legal services from a law firm of which the Company's Senior Vice President, Mergers and Acquisition and Corporate Secretary is a partner, in the amount of
$1,420 in fiscal 2004 (2003$1,345). The expenses for these services have been included in general and administrative expenses in the consolidated statements of earnings. As at
April 30, 2004 a balance of $118 was owing to the law firm and has been included in accounts payable and accrued liabilities in the consolidated balance sheet.

20    LITIGATION

Activity
related to the Company's legal accruals was as follows for the years ended April 30, 2004 and 2003:

April 30, 2002 provision balance

$
6,255Fiscal year 2003 provision additions


3,413Fiscal year 2003 costs charged against provisions


(5,701
)Fiscal year 2003 provision release


(123
)April 30, 2003 provision balance


3,844Fiscal year 2004 provision additions


3,587Fiscal year 2004 costs charged against provisions


(3,125
)Fiscal year 2004 provision release


(109
)April 30, 2004 provision balance

$
4,197


In
May 2001, Cels Enterprises, Inc. ("Cels") filed a complaint in the United States District Court for the Central District of California against Geac, Geac Enterprise
Solutions (GES) and JBA International, Inc. (JBA). GES is JBA's successor in interest as a result of Geac's acquisition of JBA Holdings plc in 1999. The complaint alleged that JBA software
supplied to Cels was experimental and did not work. The software product in question, which was part of JBA's product offering prior to the acquisition, is no longer sold by Geac. Cels claimed damages
of $28,300. In August 2003, following a jury trial and verdict, the Court entered judgment against GES for approximately $4,134 in damages and prejudgment interest. GES will satisfy the
judgment in two separate payments in June and August 2004 totalling, with post-judgment interest, approximately $4,180. Cels' appeal of the Court's denial of its motion seeking
approximately $1,000 in attorneys' fees is still pending. At April 30, 2003 Geac had accrued $2,000 in respect of the Cels claim. Geac increased the amount of this reserve to $4,187 as at
April 30, 2004.

Extensity,
a subsidiary acquired by Geac in March 2003, is subject to a class action suit, which alleges that Extensity, certain of its former officers and directors, and the
underwriters of its initial public offering in January 2000 violated U.S. securities laws by not adequately disclosing the compensation paid to such underwriters. The class action suit has been
consolidated with a number of similar class action suits brought against other issuers and underwriters involved in initial public offerings. The plaintiffs seek an unspecified amount of damages. The
plaintiffs and issuer parties have

33

---



entered
into a settlement agreement to settle all claims, which will be funded by the issuers' insurers. The settlement is still subject to approval by the Court.

In
addition, Geac is subject to various other legal proceedings and claims in the ordinary course of business, arising out of disputes over contracts, alleged torts, intellectual
property, real estate and employee relations, among other things. In the opinion of management, resolution of these matters is not reasonably expected to have a material adverse effect on Geac's
financial position, results of operations or cash flows. However, a materially adverse outcome with respect to such matters may affect our future financial position, results of operations or cash
flows.

21    SALE OF NTC NORTHERN ONTARIO ASSETS

The total sales proceeds in fiscal 2004 were $339 relating to the sale of the assets of the NTC Northern Ontario business on January 31, 2004. The
transaction resulted in a gain of $243, which was recorded as an unusual item on the consolidated statements of earnings (note 17).

22    SEGMENTED INFORMATION

The Company reports segmented information according to CICA Handbook Section 1701, "Segment Disclosures." The Company operates the following business
segments, which have been segregated based on product offerings, reflecting the way that management organizes the segments within the business for making operating decisions and assessing performance.

Enterprise Applications Systems (EAS)offer software solutions, which include cross-industry enterprise business applications for
financial administration and human resource functions, and enterprise resource planning applications for manufacturing, distribution, and supply chain management.

Industry-Specific Applications (ISA)products include applications for the real estate, construction, banking, local government,
hospitality and publishing marketplaces, as well as a range of applications for libraries and public safety administration.

Accounting
policies for the operating segments are the same as those described in note 2. There are no significant inter-segment revenues. Segment assets consist of working
capital items, excluding cash and cash equivalents. Cash and cash equivalents are considered to be corporate assets. Property, plant and equipment are typically shared by operating segments and those
assets are managed by geographic region, rather than through the operating segments.

During
the year, the Company determined that given the nature of the products offered in its local government product line the inclusion of the local government business in the EAS
segment was no longer appropriate. As a result, the local government business has been reclassified from EAS to ISA. For comparison purposes, the Company has reclassified revenue, segment contribution
margin and

34

---



segment
assets relating to this business in its comparatives. The impact on revenue, contribution and segment assets for fiscal 2003 was approximately $10,354, $3,176 and $2,071, respectively.

Year ended April 30, 2004EAS

ISA

TotalRevenues:Software

$
54,826

$
10,364

$
65,190Support and services


274,859


80,160


355,019Hardware


21,574


3,489


25,063Total revenues

$
351,259

$
94,013

$
445,272Segment contribution

$
77,618

$
11,117

$
88,735Segment assets

$
57,057

$
9,674

$
66,731


Year ended April 30, 2003EAS

ISA

TotalRevenues:Software

$
37,363

$
12,017

$
49,380Support and services


242,473


85,999


328,472Hardware


25,320


5,305


30,625Total revenues

$
305,156

$
103,321

$
408,477Segment contribution

$
74,615

$
5,102

$
79,717Segment assets

$
58,164

$
12,865

$
71,029


Reconciliation of segment contribution to earnings from operations before income taxes

Year ended April 30,2004

2003Segment contribution

$
88,735

$
79,717Corporate expenses


(14,144
)

(8,325
)Amortization of intangible assets


(7,589
)

(1,085
)Interest income (expense), net


(24
)

845Foreign exchange


(1,419
)

(2,826
)Net restructuring and other unusual items


5,281


(3,603
)Goodwill impairment





(11,509
)Earnings from operations before income taxes

$
70,840

$
53,214


35

---



Reconciliation of segment assets to total Company assets

April 30,2004

2003Segment assets

$
66,731

$
71,029Goodwill


128,366


89,386Intangible assets


32,628


11,172Other assets


3,352


1,236Property, plant and equipment


23,843


26,431Future income taxes


36,988


39,246Cash and cash equivalents


112,550


89,819Restricted cash


1,876


2,395Other unallocated assets


569


2,042Total assets

$
406,903

$
332,756


Geographical information

|               |       | April 30, 2004 |         | April 30, 2003
|-------------- | ----- | -------------- | ------- | --------------
|
|Canada         |       | $              | 12,956  |               
|U.S.A.         |       |                | 213,070 |               
|United Kingdom |       |                | 84,579  |               
|France         |       |                | 54,042  |               
|Australia      |       |                | 21,265  |               
|All other      |       |                | 59,360  |               
|               |       |                |         |               
|               | Total |                | $       | 445,272       
|               |       |                |         |               

Revenues
in the above tables are based on the location of the sales organization, which reflects the location of the customers to which sales are made. Revenues are derived from the
licensing of software, the resale of hardware and the provision of related support and consulting services.

36

---



23    UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

The consolidated financial statements of the Company have been prepared in accordance with Canadian GAAP; however the accounting policies, as reflected in these
consolidated financial statements, do not materially differ from U.S. GAAP except as follows:

Year ended April 30,2004

2003Net earnings under Canadian GAAP

$
57,166

$
31,871Adjustments (net of related tax effects):Stock-based compensation (a)


(204
)

(273
)Goodwill impairment (b)





2,900Asset retirement obligation (c)





160Write off of intellectual property capitalized under Canadian
GAAP in connection with the Comshare acquisition net of tax of $70 (d)


(1,378
)

Net earnings under U.S. GAAP before cumulative catch-up adjustments


55,584


34,658Cumulative adjustment for change in accounting policy for asset retirement obligation (e)


(736
)

Net earnings under U.S. GAAP


54,848


34,658Other comprehensive income (loss):Foreign currency translation adjustment


(2,731
)

1,123Comprehensive income under U.S. GAAP

$
52,117

$
35,781Net earnings per share under U.S. GAAP:Basic net earnings per common share

$
0.65

$
0.43Diluted net earnings per common share

$
0.64

$
0.42Weighted average number of common shares used in computing basic net earnings per share ('000s)


84,645


80,152Weighted average number of common shares used in computing diluted net earnings per share ('000s)


86,233


81,695


a)    Stock-based compensation

Accounting for stock options

As more fully described in note 2, the Company has prospectively adopted the new Canadian GAAP recommendations, which require that a fair value method of
accounting be applied to all stock-based compensation awards to both employees and non-employees granted on or after May 1, 2003. The Canadian GAAP recommendations are substantially
harmonized with the existing U.S. GAAP rules, which have also been adopted by the Company prospectively for all awards granted on or after May 1, 2003. Therefore, there is no GAAP difference
for stock-based compensation and awards granted in fiscal year 2004.

In
fiscal year 2003, the Company did not expense any compensation cost under Canadian GAAP. For U.S. GAAP, the Company elected to measure compensation cost based on the difference, if
any, on the date of the grant, between the market value of the shares and the exercise price (referred to as the "intrinsic value method") over the vesting period. As a result, the Company has
recorded stock

37

---



compensation
charges under U.S. GAAP for fiscal years 2003 and 2004, and will have additional charges in 2005, 2006 and 2007 for stock-based compensation and awards granted in fiscal year 2003.

Prior
to fiscal year 2003, the Company expensed stock-based compensation under U.S. GAAP as a result of the issuance of stock options with an exercise price below market value.

Pro forma disclosures

For awards granted prior to May 1, 2003, U.S. GAAP requires the disclosure of pro forma net earnings and earnings per share information for all outstanding
awards as if the Company had accounted for employee stock options under the fair value method.

The
following table presents net earnings and earnings per share information following U.S. GAAP for purposes of pro forma disclosures:

Year ended April 30,2004

2003Net earnings under U.S. GAAPas reported above

$
54,848

$
34,658Pro forma stock-based compensation expense, net of tax


3,730


5,001Net earningspro forma

$
51,118

$
29,657Basic net earnings per share under U.S. GAAPas reported above

$
0.65

$
0.43Pro forma stock-based compensation expense per share


0.05


0.06Basic net earnings per sharepro forma

$
0.60

$
0.37Diluted net earnings per share under U.S. GAAPas reported above

$
0.64

$
0.42Pro forma stock-based compensation expense per share


0.05


0.06Diluted net earnings per sharepro forma

$
0.59

$
0.36


Fair values

The fair values of awards granted were estimated using the Black-Scholes option-pricing model (see note 2). The Black-Scholes model was developed to
estimate the fair value of traded options and
awards, which have no vesting restrictions, and are fully transferable. The Black-Scholes model requires the input of highly subjective assumptions including the expected stock price volatility and
expected time until exercise. Because the Company's employee stock options from those and stock of traded options and awards, and because changes in the subjective input assumptions can materially
affect the fair value estimate, in management's opinion, existing models, including the Black-Scholes model, do not necessarily provide a reliable single measure of the fair value of its employee
stock options and stock awards.

b)    Goodwill

In connection with the Company's annual review of the carrying value of goodwill for the year ended April 30, 2003, a goodwill write-down of $11,509 was recorded
under Canadian GAAP in the fourth quarter of fiscal 2003 relating to the Interealty business. Under U.S. GAAP, the carrying value of goodwill was $2,900 lower than the carrying value of goodwill under
Canadian GAAP due to the varying tax treatments on the intangible assets, which affected the amount of goodwill. While the new Canadian GAAP section for Income Taxes is substantially harmonized with
U.S. GAAP, it was applied prospectively and goodwill was not adjusted, resulting in differing carrying values of goodwill under

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Canadian
and U.S. GAAP. Under U.S. GAAP, the carrying value of goodwill on the consolidated balance sheet would be $111,235 (2003$73,013).

c)    Asset retirement obligations

Under U.S. GAAP, the Company adopted a new accounting standard dealing with accounting for asset retirement obligations during the year ended April 30,
2004. This new accounting standard addresses the financial accounting and reporting for legal obligations associated with the retirement of tangible long-lived assets and associated
retirement costs and is relatively consistent with Canadian requirements, which the Company adopted under Canadian GAAP (see note 2). The main difference between the two standards is the method
of adoption. U.S. GAAP requires that the adoption be treated as a cumulative effect of an accounting change in fiscal 2004, whereas Canadian GAAP allows the financial statements of prior periods to be
restated retroactively. The adoption of the standard for U.S. GAAP resulted in the cumulative effect of an accounting change of $736 being charged against earnings for fiscal 2004 and the reversal of
a charge under Canadian GAAP of $160 charged against earnings for fiscal 2003.

d)    Intangible assets

In connection with the acquisition of Comshare, in-process research and development was acquired and capitalized under Canadian GAAP. Under U.S. GAAP,
such in-process research and development must be charged to expense at the acquisition date.

e)    Related party transactions

Accounts receivable and other receivables as at April 30, 2004 included $254 for a loan due from a former officer of the Company in connection with a
compensatory arrangement relating to his employment with the Company. The proceeds from the loan were used by the former officer to purchase 250,625 common shares of the Company, which are currently
held as collateral. Under Canadian GAAP, the loan is classified as an other receivable. However, under U.S. GAAP, the loan is classified as a reduction of shareholders' equity. As a result, in
accordance with U.S. GAAP, current and total assets and shareholders' equity would be reduced by $254.

U.S. GAAP Recent accounting pronouncements

In January 2003, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest
Entities, an Interpretation of ARB No. 51," which addresses consolidation by business enterprises of variable interest entities ("VIEs") either: (1) that do not have sufficient equity
investment at risk to permit the entity to finance its activities without additional subordinated financial support or (2) in which the equity investors lack an essential characteristic of a
controlling financial interest. In December 2003, the FASB completed deliberations on proposed modifications to FIN 46 and re-issued FIN 46 ("Revised Interpretation") resulting in
multiple effective dates based on the nature as well as the creation date of the VIE. The Revised Interpretation for all VIEs was effective for the Company's fourth quarter of ements of fiscal 2004.
For VIEs created after January 31, 2003, the requirements of FIN 46 are effective immediately, and for variable interest entities in which an enterprise holds a variable interest that it acquired
before February 1, 2003, the provisions of FIN 46 are effective for the first fiscal year or interim period beginning after June 15, 2003. The Company has not entered into any
arrangements with VIEs and has determined that it did not create any material VIEs, including Special Purpose Entities ("SPEs") that have an impact on its financial position, results of operations and
cash flows.

In
December 2003, the FASB issued revised Statement of Financial Accounting Standards No. 132 (revised 2003) ("SFAS No. 132(R)"), "Employer's Disclosure about
Pensions and Other Post-Retiremention Benefits." SFAS 132(R) revised employers' disclosure about pension plans and other post-retirement benefit plans.
SFAS 132(R) requires additional disclosures in annual financial statements about the types of plan assets, investment strategy,
measurement dates, plan obligations, cash flows, and components of net periodic benefit cost of defined benefit pension plans and other post-retirement benefit plans. The annual disclosure
requirements are effective for fiscal years ending after December 15, 2003. The Company has adopted the disclosure requirements in its Consolidated Financial Statements as disclosed in
note 13.

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