Exhibit 2

Management Discussion and Analysis

The following management discussion and analysis of results of operations and financial position should be read in conjunction with the
consolidated financial statements and notes for the fiscal years (FY) ended April 30, 2004 and April 30, 2003. This following discussion and analysis contains forward-looking statements
that relate to future events or our future financial performance or results. In addition, these forward-looking statements include, but are not limited to, statements regarding our plans, objectives,
expectations and intentions. These forward-looking statements are neither promises nor guarantees but rather are subject to a number of risks and uncertainties which could cause actual results to
differ materially from those described in the forward-looking statements, including the risks and uncertainties set forth in the section entitled "Risks and Uncertainties." You should not place undue
reliance on any such forward-looking statements, which are current only as of the date when made. You should not expect that these forward-looking statements will be updated or supplemented as a
result of changing circumstances or otherwise, and we disavow and disclaim any obligation to do so.

Our
financial statements are prepared and filed in accordance with accounting principles generally accepted in Canada ("Canadian GAAP"). Note 23 to our consolidated financial
statements sets out the differences between accounting principles generally accepted in the United States ("U.S. GAAP") and Canadian GAAP that would affect our financial statements. Our financial
statements have historically been reported in Canadian dollars. Effective May 1, 2003, we adopted the U.S. dollar as our reporting currency since U.S. dollar denominated operations represent an
increasingly significant portion of our operations. Accordingly, the change of our reporting currency from the Canadian dollar to the U.S. dollar reduces our exposure to foreign currency translation
adjustments. Comparative financial information for the fiscal year ended April 30, 2003 has been recast as if the U.S. dollar had always been used as our reporting currency, and financial
information has been translated into U.S. dollars for all periods presented. As used in this discussion, and unless the context otherwise requires or unless otherwise indicated, all references to
"Geac," "we," "our," "the Company" or similar xpression refer to Geac Computer Corporation Limited and its consolidated subsidiaries. All dollar amounts herein are expressed in U.S. dollars unless
otherwise noted, and references to "FY" are references to our fiscal year end, which ends on April 30 of each year.

On
February 3, 2004 our common shares were registered under the Securities and Exchange Act of 1934 and began trading on the NASDAQ National Market under the ticker symbol "GEAC."
Our common shares also continue to be listed on the Toronto Stock Exchange under the ticker symbol "GAC."

OVERVIEW

Geac is the software solution for the Chief Financial Officer. Whether there is a need to do more with less as a result of an increasingly
competitive environment or as a result of regulatory pressure, Geac provides best-in-class technology solutions for the issues confronting the Chief Financial
Officer.

We
are a leading global provider of software solutions for business performance management, providing customers worldwide with financial and operational technology solutions to improve
their business performance in real time. Geac Performance Management (GPM) is an integrated product suite that we offer for business performance management that enables companies to bolster their
effectiveness by tightening the linkage between business strategy formulation and operational execution. Our software solutions include cross-industry enterprise application systems (EAS) for
financial administration and human resources functions, expense management, time capture, budgeting, financial consolidation, management reporting and analysis and enterprise resource planning
applications for manufacturing, distribution, and supply chain management. We also provide industry specific applications (ISA) tailored to the real estate, restaurant, property management, local
government and

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construction
marketplaces, and for libraries and public safety agencies. In addition, we resell computer hardware and software, and provide a broad range of professional services, including
application hosting, consulting, implementation services, and training worldwide.

To
deliver these products and services, we employed approximately 2300 people worldwide on April 30, 2004 compared to approximately 2500 on April 30, 2003. On
April 30, 2004, 16% of our employees were in sales and marketing, 27% in services, 23% in support, 22% in research and development and 12% in corporate services.

Today
we assist many of the largest companies in the world who rely on our software applications for their financial transaction analysis and operational processing.

GEAC
GROWTH STRATEGY

Software Revenue Growth

We intend (i) to extend relationships with our existing customers by improving the productivity and return on investment of our customers' existing
business processes with new products that build stems on our and Internet frameworks, and (ii) to attract new customers by delivering a suite of software solutions that can be integrated with
their existing enterprise application systems. In both cases, we target our software solutions to the Chief Financial Officer of customers to help improve business performance utilizing their existing
information technology investments. We need to continue to identify compelling products that expand upon and complement our existing suite of performance management products and then employ a
combination of three strategies to aggregate those complementary target product offerings: build, buy and partner. Each component of the build, buy and partner strategy is critically important for us
to achieve our growth strategy. We believe that if we are successful in achieving new product offerings from organic development or acquisitions and we develop partnerships to enhance our product
offerings, sales and/or services, these objectives may be fulfilled and new software license revenue will likely increase. Software license revenue is the principal driver for support revenue and
professional services revenue and therefore needs to increase as a percentage of the revenue mix to generate total revenue growth. Furthermore, our ability to increase software license revenue is an
essential component in offsetting the attrition in maintenance contract renewals we have experienced in the past and that we expect to continue.

Build: Organic Growth

Selling new software licenses has and will continue to play an important role in our growth strategy. During FY 2004, we continued to focus on growing our
business organically along key product lines, which resulted in revenue growth in several of our legacy products with sales to both new and existing customers. We need to continue to invest in new
product development so we can offer our customers a portfolio of performance management solutions. To maintain revenue growth momentum, we also announced several complementary products at our recently
held annual user conference, including Geac Compliance, SmartStream 7.0, and Enterprise Intelligence.

Software
license sales growth has contributed to an increase in the demand for our professional services. In response, we have broadened our service offerings, expanded our delivery
model, and created a "best practices" consulting group. Our integrated technology solutions deliver more value and utility to our customers by combining new products, product expansions, product
integrations and practical business services.



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Product Expansion

Geac System21System21 Aurora, our next generation ERP system for the iSeries with
real-time business process management capabilities, continues to attract customers for us in the mid-market ERP sector. During the fourth quarter of FY 2004, System21 closed
approximately 230 deals contributing to 29.2% revenue growth attributable to software license sales over the fourth quarter of FY 2003 and 6.2% growth from FY 2004 compared to FY 2003 for this product
suite. Also during the fourth quarter of FY 2004, System21 Aurora was enhanced with integrated reporting and analysis and budgeting functionality derived from GPM.

Geac Library SolutionsContinuing to build upon the momentum it established earlier in FY 2004, in the fourth quarter of FY
2004 Geac Library Solutions won a dozen new license,
maintenance and service contracts, including two new customers for Vubis Smart, our next-generation library automation system. Revenue for FY 2004 grew by 4.5% compared to FY 2003 revenue
for this product suite.

Geac Local GovernmentFocused on opportunities in Australia and New Zealand, Geac Local Government has been awarded contracts
with 10 councils (municipalities or counties) during FY 2004 to replace their existing land information systems (LIS). Most recently, the City of Auburn (Australia), home to the majority of the Sydney
Olympics sporting venues purchased our LIS, named Pathway PPR. In addition, the City of Melbourne (Australia) acquired additional Pathway PPR modules to undertake their PINS3 (Penalty Infringement
Notice System) project, to expedite processing of approximately 450,000 parking tickets per year. By delivering products to meet the unique demands of government customers, revenue for FY 2004
increased by 28% compared to FY 2003 revenue for this product suite; however, new license revenue in this business increased only modestly year over year.

Buy: Growth Through Acquisitions

On August 6, 2003, we acquired Comshare Incorporated ("Comshare"), a leading provider of Business Performance Management software for planning, budgeting,
forecasting, financial consolidation, management reporting and analysisthe MPC product line. Our current GPM software

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sales
pipeline continues to include our legacy customers, which underscores a critical component of our acquisition strategythe ability to sell newly acquired GPM products into our legacy
customer accounts worldwide. During FY 2004, we closed several GPM sales with existing customers, including planning and expense management applications.

GPM
is an integrated product suite that enables companies to bolster their effectiveness by tightening the linkage between business strategy formulation and operational execution. GPM
can be integrated with many general ledger, ERP, CRM, and other applications provided by us and other software vendors, including SAP, PeopleSoft, Oracle, and Lawson. As part of our growth strategy we
have begun to integrate GPM solutions into some of our existing ERP product offerings in both the EAS and ISA segments. In the third quarter of FY 2004, we integrated GPM with the Enterprise Server
software and this integrated offering is gaining traction with our Enterprise server customers. In FY 2005, we plan to integrate GPM into our Anael, SmartStream, System21, Libraries, Local Government
and Commercial Systems product suites.

In
Q4 of FY 2004, we announced new releases of the MPC, our planning, budgeting, forecasting, financial consolidation, and management reporting and analysis software, and Expense
Management
solutions within the GPM product family. These new releases offer existing and potential customers greater functionality and flexibility, such as, the ability to submit or approve an employee expense
report from any Web-enabled device.

Partner: Key Relationships

During FY 2004, we were successful in leveraging an existing partnership between Comshare and Microsoft® to encompass most of our major product lines
in all regions. We are working with Microsoft® to develop joint marketing and sales programs within the business performance management market. We expect to receive focused technical,
marketing and sales support from Microsoft®. In turn, we intend to utilize our experience and credibility providing technology-based solutions to financial executives, to assist
Microsoft® in expanding its opportunities within the finance function of enterprises.

During
FY 2004, we also leveraged our relationship with Lombardi Software and its expertise in business process design to develop a Sarbanes Oxley (SOX) compliance tool. The SOX
certification cycle has created a growing demand for remediation activity as businesses try to extract value from their significant investment in regulatory compliance. There are two types of SOX
compliance software offered by Geac: (1) applications that streamline processes and workflow allowing a company to reach scalable repeatable processes and (2) software to assist in
making the SOX certifications.

Finally,
during FY 2004 we partnered with Information Builders to develop our Enterprise Intelligence offering, an enhanced reporting solution for our E Series and M Series customers.

Subsequent
to FY 2004, we announced a new alliance relationship with American Express Tax and Business Services Inc. (AMEX TBS). Under the terms of the agreement, AMEX TBS will
now offer GPM to its North American customers. Our alliance with AMEX TBS will combine the financial services expertise of AMEX TBS with our technology strengths to extend GPM to a broader audience.

RESULTS
OF OPERATIONS

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Twelve Months Ended April 30, 2004 compared to the Twelve Months Ended April 30, 2003

(all dollar figures in tables are presented in thousands of U.S. dollars)

Revenue

|                     |  | For the year ended April 30 |         |  |   |         | 
|-------------------- |  | --------------------------- | ------- |  | - | ------- | 
|
|
|Software             |  | $                           | 65,190  |  | $ | 49,380  | 
|Support and services |  |                             | 355,019 |  |   | 328,472 | 
|Hardware             |  |                             | 25,063  |  |   | 30,625  | 
|                     |  |                             |         |  |   |         | 
|                     |  | $                           | 445,272 |  | $ | 408,477 | 
|                     |  |                             |         |  |   |         | 

Total
revenue increased 9.0% to $445.3 million for FY 2004, compared to $408.5 million for FY 2003. This increase is a result of organic revenue growth and the acquisitions
of Extensity, Incorporated ("Extensity") and Comshare. We continue to execute on our strategy to increase software revenue as a percentage of our total revenue mix. As a percentage of total revenue,
software revenue has increased from 12.1% in FY 2003 to 14.6% in FY 2004. Excluding the increase in support revenue resulting from the acquisitions of Extensity and Comshare and the effect of foreign
exchange, support revenue declined $22.3 million or 9.4%. This decline was in line with our expectations. Services revenue increased $2.4 million or 2.9% in FY 2004, compared to FY 2003,
excluding the increase in services revenue resulting from the acquisitions of Extensity and Comshare. Our focus shifted away from the lower margin hardware business in FY 2004 and the result was a
hardware revenue decrease of $5.6 million or 18.2% from FY 2003. We are not seeking to grow our hardware business, which is a service we provide only to accommodate certain customers.

For
FY 2004 we managed and reported our business on our two major business segments: EAS and ISA. The software products acquired in the Comshare and Extensity transactions are components
of the EAS business segment, but may be extended into the ISA business segment in FY 2005. As a result of the integration of the Comshare and Extensity businesses as product lines in the EAS business
segment, it is not possible to identify the expense components of the merged businesses separately.

RevenueSegmented

|    |  | For the year ended April 30 |         |  |   |         | 
|--- |  | --------------------------- | ------- |  | - | ------- | 
|
|
|EAS |  | $                           | 351,259 |  | $ | 305,156 | 
|ISA |  |                             | 94,013  |  |   | 103,321 | 
|    |  |                             |         |  |   |         | 
|    |  | $                           | 445,272 |  | $ | 408,477 | 
|    |  |                             |         |  |   |         | 

As
a result of the acquisition of Comshare and Extensity, revenue in the EAS segment increased $46.1 million, or 15.1%, from $305.2 million in FY 2003 to
$351.3 million in FY 2004. The increase was attributable to growth both in software and support and services revenue. New product lines from the Comshare and Extensity acquisitions contributed
$52.2 million to the total revenue for the EAS business segment and, we also experienced organic growth from legacy products such as System21 Aurora. This growth was offset predominantly by a
decline in total support revenue of approximately $16.2 million or 9.6%, and a decline in revenue related to the sale of the Northern Ontario division.

EAS
software license sales to new and existing customers, from both newly-acquired and existing software, totalled $54.8 million in FY 2004 compared to $37.4 million in FY
2003. This represents an increase of $17.5 million, or 46.7%, of which $2.4 million was generated from our legacy product suites.

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The
software products acquired in the Comshare and Extensity transactions represented $15.1 million of total EAS software license sales during FY 2004.

EAS
support and services revenue was $274.9 million in FY 2004, compared to $242.5 million in FY 2003. Support and services revenue generated by the Comshare and Extensity
businesses represented $35.4 million of the increase in FY 2004. Therefore, excluding revenue from acquisitions, there was a $3.0 million decrease in EAS support and services revenue
attributable to a decline in support revenue from the existing EAS business and foreign exchange. This decline, which was in line with our expectations, was due to attrition in maintenance contract
renewals within the various EAS business units. As the integration of the Comshare and Extensity product lines into our other businesses continue, it will not be possible to report the revenue
components of the merged businesses separately.

EAS
hardware sales revenue was $21.6 million in FY 2004, compared to $25.3 million in FY 2003. This represents a 14.8% decline in hardware revenue. The decline in EAS
hardware sales revenue may continue as a result of our de-emphasis of this low margin business.

Revenue
in the ISA segment decreased $9.3 million or 9.0%, from $103.3 million in FY 2003 to $94.0 million in FY 2004. This $9.3 million decline was primarily
attributable to:



An
increase of $2.7 million in the Local Government business resulting from new installations and higher volumes of professional service engagements partially offset these
declines.

Gross Profit

|                                       |  | For the year ended April 30 |   |      |  
|-------------------------------------- |  | --------------------------- | - | ---- | -
|
|
|Margin on software revenue             |  | 88.2                        | % | 86.8 | %
|Margin on support and services revenue |  | 58.8                        | % | 58.4 | %
|Margin on hardware revenue             |  | 15.7                        | % | 15.5 | %
|                                       |  |                             |   |      |  
|Margin on total revenue                |  | 60.7                        | % | 58.6 | %
|                                       |  |                             |   |      |  

Gross
profit increased by $30.7 million, or 12.8%, from $239.4 million in FY 2003 to $270.2 million in FY 2004 versus an increase of total revenue of 9%. Overall
gross profit margins increased from 58.6% in FY 2003 to 60.7% in FY 2004 as a result of higher margin software revenue increasing as a percentage of the revenue mix, a decrease in lower margin
hardware sales as a percentage of the revenue mix and cost reductions. However, it is uncertain if such growth will continue in future years. Included in cost of revenue in FY 2004 is
$0.3 million in compensation expenses relating to the adoption of the fair value method of accounting for stock options.

Operating ExpensesOperating expenses increased 6.8% to $197.9 million in FY 2004, compared to $185.3 million in
FY 2003. Sales and marketing, product development, and general and administrative expenses increased by $26.6 million primarily as a result of the acquired Extensity and Comshare businesses and
the accounting for the fair value of stock options which was adopted in the

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fourth
quarter of FY 2004. Our total operating expenses increased by 6.8% in absolute dollars in FY 2004 compared to FY 2003, while total revenue increased by 9.0%. Therefore, as a percentage of total
revenue, operating expenses decreased from 45.4% in FY 2003 to 44.5% in FY 2004.

In
accordance with accounting standards set by the CICA, we elected to adopt Handbook Section 3870 "Stock-based compensation and other stock-based payments"
("Section 3870") in the fourth quarter of FY 2004, and began recording stock-based compensation expense using the prospective method of accounting for stock options, available to companies that
adopt Section 3870 in their 2004 fiscal years. Recording the compensation expense related to stock options increased our operating and cost of sales expenses by approximately
$2.4 million and decreased Earnings Per Diluted Share ("EPS") by $0.03. The full-year expense was recognized in the fourth quarter; the amount per quarter going forward may be less.

|                           |  | For the year ended April 30 |        |  |   |        | 
|-------------------------- |  | --------------------------- | ------ |  | - | ------ | 
|
|
|Sales and marketing        |  | $                           | 74,051 |  | $ | 58,730 | 
|Product development        |  |                             | 58,805 |  |   | 51,905 | 
|General and administrative |  |                             | 62,774 |  |   | 58,420 | 

Sales and MarketingSales and marketing expenses increased by $15.3 million, or 26.1%, in FY 2004. As a percentage of
revenue, sales and marketing expenses increased from 14.4% in FY 2003 to 16.6% in FY 2004 reflecting our ongoing expenses from personnel costs and sales and marketing costs intended to drive new
software revenue. Sales and marketing expenses may increase in the future as a percentage of total revenue as we focus on growing new software license revenue. Included in sales and marketing expenses
in FY 2004 is $0.9 million of compensation expense for the adoption of the fair value method of accounting for stock options.

Product DevelopmentProduct development expenses increased by $6.9 million, or 13.3%, in FY 2004 and increased as a
percentage of total revenue from 12.7% in FY 2003 to 13.2% in FY 2004. The increase in product development expenses is primarily attributable to the acquisitions of Extensity and Comshare and our
focused organic growth, each of which has contributed to our strategy of build, buy and partner to generate software revenue growth. We expect product development expenses to continue at this rate as
we continue to execute on our strategy. Included in product development expenses in FY 2004 is $0.3 million of compensation expense relating to the adoption of the fair value method of
accounting for stock options.

General and AdministrativeGeneral and administrative expenses increased by $4.4 million, or 7.5%, in FY 2004. As a
percentage of total revenues, general and administrative expenses decreased from 14.3% in FY 2003 to 14.1% in FY 2004. Included in general and administrative expenses in FY 2004, is
$0.9 million of compensation expense relating to the adoption of the fair value method of accounting for stock options. Going forward, it is anticipated that general and administrative expenses
will be adversely and significantly impacted by new corporate governance regulations and requirements.

Net Restructuring and Other Unusual ItemsDuring FY 2004, we recorded a net reversal of $5.3 million in net
restructuring and other unusual items. The net reversal for the year included $7.0 million in the release of severance, premises, litigation and other reserves set up in prior years that are no
longer required. Also included in the net restructuring and other unusual items was a gain of $0.2 million resulting from the sale of assets associated with our Northern Ontario NTC division.
These amounts were partially offset by charges of $0.8 million relating to new information obtained on a lease obligation, $0.5 million for severance costs related to the restructuring
of our business in North America and $0.6 million for a pension liability relating to our French operations.

Amortization of Intangible Assets and Goodwill ImpairmentOur past acquisitions resulted in the recording of goodwill and
other intangible assets that represent the excess of the purchase price paid

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over
the fair value of the net tangible assets acquired. Intangible assets are amortized over periods ranging from one to five years. Amortization of intangible assets, primarily acquired software,
was $7.6 million for FY 2004, compared to $1.1 million in FY 2003. This $6.5 million increase is attributable to amortization of intangible assets associated with the Extensity
and Comshare businesses, which were acquired in the fourth quarter of FY 2003 and the second quarter of FY 2004, respectively. In accordance with CICA 3062, "Goodwill and Other Intangible Assets,"
goodwill is reviewed for impairment annually. We completed our review for potential impairment as of February 29, 2004, and concluded that there was no impairment. In FY 2003, we completed the
same review and it was determined that goodwill had been impaired by $11.5 million.

Other ExpenseInterest expense increased by $0.8 million in FY 2004. The increase was attributable to the amortization
of the financing costs related to the $50.0 million credit facility obtained in FY 2004.

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. Future income tax assets are recognized only to the extent that, in the opinion of management, it is more likely than not that the future income tax assets will be realized. Future income
tax assets and liabilities are measured using 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.

The
provision for income taxes was $13.7 million for FY 2004, compared to $21.3 million for FY 2003. Of the total $13.7 million provision recorded in FY 2004,
$6.0 million related to future tax expense and $7.6 million represented cash taxes. Of the total $21.3 million provision recorded in FY 2003, $16.4 million related to
future tax expense and $4.9 million represented cash taxes due for the period.

The
effective tax rate for FY 2004 was 19.3%, compared to a rate of 40.1% for FY 2003. When the FY 2003 income before taxes is adjusted for the non-tax deductible goodwill
impairment charge of $11.5M (discussed above), the effective tax rate for FY 2003 is reduced to 33.0%.

The
decrease in the effective tax rate from FY 2003 to FY 2004 is due primarily to the release of valuation allowances on future tax assets and release of reserves for tax exposures due
to changes in circumstances in various subsidiaries.

Net EarningsNet earnings were $57.2 million, or $0.66 per diluted share in FY 2004, compared to $31.9 million,
or $0.39 per diluted share in FY 2003. We are organized globally such that many of our expenses are incurred in the same currency as our revenue, which mitigates our exposure to currency fluctuations.
Compared to FY 2003, currency fluctuationsprimarily attributable to the British Pound Sterling, Euro, and Australian Dollar versus the U.S. Dollarhad the effect of increasing
net income by $3.7 million, or $0.04 per diluted share, in FY 2004. This net increase resulted from the positive impact on revenue of $29.3 million, offset by the negative impact on
expenses of $25.6 million. The British Pound Sterling, Euro and Australian Dollar appreciated by approximately 10.0%, 17.3% and 24.3%, respectively against the U.S. Dollar in FY 2004.

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QUARTERLY RESULTS

The following table sets forth the unaudited consolidated statements of earnings for each of our last eight fiscal quarters. Our data has been derived from our
unaudited consolidated statements of earnings that have been prepared on the same basis as the annual audited consolidated statements of earnings and, in our opinion, include all adjustments necessary
for a fair presentation of such information. These unaudited quarterly results should be read in conjunction with our audited consolidated financial statements and notes thereto for FY 2004 and FY
2003. The consolidated results of operations for any quarter are not necessarily indicative of the results for any future period.

Condensed Consolidated Quarterly Statements of Earnings

(in thousands of U.S. dollars, except share and per share data)

|                         |  | 2003 |         | 2004
|------------------------ |  | ---- | ------- | ----
|
|Total revenues           |  | $    | 101,364 |     
|Cost of revenues         |  |      | 45,430  |     
|Gross profit             |  |      | 55,934  |     
|Operating expenses       |  |      | 40,585  |     
|Earnings from operations |  |      | 15,349  |     
|Net earnings             |  |      | 10,480  |     
|Basic EPS                |  |      | 0.13    |     
|Diluted EPS              |  |      | 0.13    |     

During
FY 2004, we continued to see quarterly year-over-year revenue growth. Though the majority of growth came from our acquisitions, we did experience some
organic growth in our business.

During
FY 2004, we also saw an increase in gross profit as a result of higher margin revenue replacing lower margin hardware sales in the revenue mix.

We
continue to see an increase in quarterly operating expenses primarily as a result of our acquisitions. However, operating expenses as a percentage of revenue are decreasing as we
integrate our expense management disciplines into the acquired businesses.

Operating
expenses for the fourth quarter of FY 2003 included the impact of restructuring and goodwill impairment charges of $15.8 million. There was no such impairment charge in
FY 2004.

Included
in cost of revenues and operating expenses in the fourth quarter of FY 2004 is $2.4 million in compensation expense relating to the adoption of the fair value method of
accounting for stock options.

In
FY 2004, net earnings and EPS grew in each consecutive quarter, with the fourth quarter of FY 2004 contributing to the largest portion of the growth for the year. Significant
restructuring and unusual items impacted the net earnings and EPS in the fourth quarter of FY 2003. On a quarterly basis, we will continue to focus on operating results, including employee headcount
requirements, to reduce the risk of future significant restructuring and unusual item charges.

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LIQUIDITY AND FINANCIAL CONDITION

|                           |  | For the year ended April 30 |         |  |  
|-------------------------- |  | --------------------------- | ------- |  | -
|
|
|Cash and cash equivalents  |  | $                           | 112,550 |  | $
|Current assets             |  |                             | 195,192 |  |  
|Total assets               |  |                             | 406,903 |  |  
|Current liabilities        |  |                             | 232,520 |  |  
|Long-term liabilities      |  |                             | 38,312  |  |  
|Total shareholders' equity |  |                             | 136,071 |  |  

At
April 30, 2004, cash and cash equivalents (cash) totalled $112.6 million, compared to $89.8 million at April 30, 2003.

During
the second quarter of FY 2004, we acquired Comshare by way of a cash tender offer for all outstanding shares, followed by a cash merger for a purchase price, excluding acquisition
costs, of $53.8 million. Since Comshare had $16.6 million in cash and cash equivalents at the date of acquisition, the net cash outflow resulting from completion of the transaction was
$37.2 million plus transaction costs of $1.9 million. As a result, exclusive of an increase of $0.7 million from the effect of foreign exchange rates, cash increased by
$22.0 million for FY 2004 compared to FY 2003.

Total
assets increased $74.1 million to $406.9 million at April 30, 2004 compared to $332.8 million at April FY 2003. In addition to the increase in cash and
cash equivalents, the remaining increase in total assets was attributable to the increase in goodwill and intangible assets resulting from the acquisition of Comshare during FY 2004.

Long-term
liabilities increased $15.0 million to $38.3 million at April 30, 2004, compared to $23.3 million at April 30, 2003. The majority
of the increase was as a result of a defined benefit pension plan obligation of $22.3 million that was assumed as part of the acquisition of Comshare. This was offset by a decrease in
restructuring costs and long-term debt.

Net Changes in Cash Flow

|                                                             |  | For the year ended April 30 |         |   |  
|------------------------------------------------------------ |  | --------------------------- | ------- | - | -
|
|
|Net cash provided by operating activities                    |  | $                           | 66,618  |   | $
|Net cash used in investing activities                        |  |                             | (41,817 | ) |  
|Net cash (used in)/provided by financing activities          |  |                             | (2,796  | ) |  
|Effect of exchange rate changes on cash and cash equivalents |  |                             | 726     |   |  
|                                                             |  |                             |         |   |  
|Net increase in cash and cash equivalents                    |  | $                           | 22,731  |   | $
|                                                             |  |                             |         |   |  

Net
cash provided by operating activities increased 129.4% to $66.6 million in FY 2004, compared to $29.0 million in FY 2003. The improvement in net cash flow from
operating activities was primarily due to the significant increase in net income for the year. Balance sheet changes for non-cash working capital were affected significantly by
acquisitions.

Net
cash used in investing activities increased 75.5% to $41.8 million in FY 2004, compared to $23.8 million in FY 2003. There was an increase in net cash used in investing
activities of $39.1 million due to the acquisition of Comshare, compared to the net acquisition of Extensity and EBC, which used $22.7 million in the prior year. In addition, net capital
asset acquisitions were $1.6 million higher than in the prior year.

Net
cash used in financing activities was $2.8 million in FY 2004, compared to $6.6 million, which was provided in FY 2003. In FY 2004, we received $2.9 million in
proceeds from stock options

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exercised.
This was more than offset by a $2.9 million repayment of long-term debt and deferred financing costs of $2.8 million attributable to the financing costs associated
with the Wells Fargo Foothill, Inc. $50.0 million credit facility ("the facility"). As of April 30, 2004, we utilized $1.8 million of the letter of credit
sub-facility for general working capital needs. Approximately $48.2 million of the revolving line of credit remains available to us.

CONTRACTS AND COMMITMENTS

The facility discussed above is collateralized by substantially all of our assets and the assets of certain of our U.S. and Canadian subsidiaries and guaranteed
by certain of our U.S., Canadian, UK and Hungarian subsidiaries. The facility is available for our working capital needs and other general corporate purposes and for the needs of our subsidiaries that
are parties to the facility agreement.

We
do not enter into off-balance sheet financing as a general practice. Except for operating leases, as disclosed in note 14 to the FY 2004 consolidated financial
statements and in accordance with Canadian GAAP, we have no commitments that are not reflected in our balance sheets. Commitments include operating leases for office equipment and premises, and
letters of credit, bank guarantees, and performance bonds that are routinely issued on our behalf by financial institutions, primarily in connection with premises leases and contracts with public
sector customers. In addition, as disclosed in note 13 to the FY 2004 consolidated financial statements, in connection with the acquisition of Comshare, we assumed responsibility for a defined
benefit pension plan, which will require continued payments until the plan is fully funded. Except as otherwise disclosed in the financial statements, we do not have any other business arrangements,
derivative financial instruments, or any equity interests in unconsolidated companies that would have a material effect on our assets and liabilities at April 30, 2004.

The
following table summarizes our outstanding cash commitments as of April 30, 2004:

Payments due by periodTotal

Less than
1 Year

13 Years

35 Years

More than
5 YearsOperating leases

$
43,109

$
17,400

$
16,375

$
4,323

$
5,011Capital leases


5,885


603


1,206


1,206


2,870Future benefit payments


3,685


598


1,213


1,239


635Long-term debt


4,941


391


818


955


2,777Total outstanding cash commitments

$
57,620

$
18,992

$
19,612

$
7,723

$
11,293


RISKS AND UNCERTAINTIES

This Management Discussion and Analysis, and other reports, statements and other communications to shareholders, as well as oral
statements made by our officers or agents, contains forward-looking statements, including statements regarding the future success of our business and technology strategies, and future market
opportunities. These forward-looking statements are neither promises nor guarantees but rather are subject to a number of risks and uncertainties, which could cause actual results to differ materially
from those described in the forward-looking statements. Some of the risks and uncertainties that may cause such variation are discussed below. You should not place undue reliance on any such
forward-looking statements, which are current only as of the date when made. You should not expect that these forward-looking statements will be updated or supplemented as a result of changing
circumstances or otherwise, and we disavow and disclaim any obligation to do so. You should understand that the sole purpose of discussing these risks and uncertainties is to alert you to certain
factors which could cause actual results to differ materially from those described in the forward-looking statements and not to describe facts, trends and circumstances that could have a beneficial
impact on the Company's results.

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We
operate in a dynamic and rapidly changing environment and industry that involve numerous risks and uncertainties. The following section describes some, but not all, of these risks and
uncertainties that may adversely affect our business, financial condition or results of operations. Additional risks and uncertainties not described below or not presently known to us may also affect
our business operations. If any of these risks actually occurs, our business, financial condition, or results of operations could be seriously harmed. This section should be read in conjunction with
the audited Consolidated Financial Statements and Notes thereto, and the other parts of Management's Discussion and Analysis of Financial Condition and Results of Operations

We have had losses in the past and may not maintain our current profitability in the future. The trading price of our common shares may fall if we fail to maintain
profitability or generate sufficient cash from operations.

We
generated net earnings of $57.2 million and $31.9 million for the years ended April 30, 2004 and 2003, respectively. Although we had net earnings for the past
three years, we had a net loss of $169.4 million for the year ended April 30, 2001. Our losses have resulted principally from costs incurred to realign our global operations and as a
result of the conclusion that the goodwill we carried on our consolidated balance sheet was impaired. We expect to continue experiencing fluctuations in our operating results and cannot assure
sustained profitability.

As
we grow our business, we expect operating expenses and capital expenditures to increase correspondingly, and as a result, we will need to generate significant revenue to maintain
profitability. We may not be able to sustain or to increase profitability or cash flows from operations on a quarterly or annual basis in the future and could incur losses in future periods. If our
revenues decline as they
have in past years, our operating results could be seriously impaired because many of our expenses are fixed and cannot be easily or quickly reduced. A failure to maintain profitability could
materially and adversely affect our business.

In
FY 2003, we recorded goodwill impairment and net restructuring and other unusual items of $15.1 million related to significant write-downs of goodwill and intangible assets, as
well as to restructuring efforts intended to reduce costs and more efficiently organize our operations.

We
periodically review the value of acquired intangibles and goodwill to determine whether any impairment exists and could write-down a portion of our intangible assets and
goodwill as part of any such future review. We also periodically review opportunities to more efficiently organize operations, and may record further restructuring charges in connection with any such
reorganization. Any write-down of intangible assets or goodwill or restructuring charges in the future could affect our results of operations materially and adversely.

Our revenues and operating results fluctuate significantly from quarter to quarter, and the trading price of our common shares could fall if our revenues or operating results
are below the expectations of analysts or investors.

Our
revenues and operating results fluctuate significantly from quarter to quarter. Historically, our revenue in the third quarter of each fiscal year, our quarter ending
January 31, has benefited from year-end budget cycles and spending, and we have generated less revenue, and collected less cash, during our first and second fiscal quarters of each
year, our quarters ending July 31 and October 31, due in part to the European summer holiday season. These historical patterns may change over time. Revenue in any quarter depends
substantially upon our ability to sign contracts and our ability to recognize revenue in that quarter in accordance with revenue recognition policies.

Our
quarterly revenues and operating results may fluctuate based on a variety of factors, including the following:



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In
addition, we expect that a substantial portion of our revenue will continue to be derived from renewals of maintenance contracts from customers of our software applications. These
maintenance contracts typically expire on an annual basis, and the timing of cash collections of related revenues varies from quarter to quarter. In addition, our new license revenue and results of
operations may fluctuate significantly on a quarterly and annual basis in the future, as a result of a number of factors, many of which are outside of our control. A sale of a new license generally
requires a customer to make a purchase decision that involves a significant commitment of capital. As a result, the sales cycle associated with the new license revenue will vary substantially and will
be subject to a number of factors, including customers' budgetary constraints, timing of budget cycles and concernsnew products by us or our competitors.

If
our revenues or operating results fall below the expectations of financial analysts or investors, the trading price of our common shares could fall. As a result of the foregoing
factors and the other factors described in this section, we believe that period-to-period comparisons of our revenue and operating results are not necessarily meaningful. You
should not rely on these comparisons to predict our future performance.

We experience customer attrition, which could affect our revenues more adversely than we expect, and we may be unable to adapt quickly to such attrition. Any significant
reduction in revenues as a result of attrition may result in a decrease in the trading price of our common shares.

We
expect that a substantial portion of our revenue will continue to be derived from renewals of annual maintenance contracts with customers of our software applications, and, to a
lesser extent, from professional services engagements for these customers. Attrition in our customer base has historically taken place, and continues to take place, when existing customers elect not
to renew their maintenance contracts and cease purchasing professional services from us. Customer attrition occurs for a variety of reasons, including a c decision to replace our product with that of
a competing vendor, to purchase

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maintenance
or consulting services from a third-party service provider, or to forgo maintenance altogether. It can also occur when a customer is acquired or ceases operations.

To
date, we have experienced relatively predictable and stable customer attrition, and have been able, in part, to replace the revenue lost through attrition with new revenue from
maintenance contracts and professional services associated with new license sales and from maintenance contract price increases, as well as from acquisitions. However, any factors that adversely
affect the ability of our installed systems to compete with those available from others, such as availability from competitors of products offering more advanced product architecture, superior
functionality or performance or lower prices, or factors that reduce demand for our maintenance and professional services, such as intensifying price competition, could lead to increased rates of
customer attrition. Should the rate of customer attrition exceed our expectations, we may be unable to replace the lost revenue or to reduce our costs sufficiently or in a timely enough fashion to
maintain profitability. In such circumstances, higher than expected customer attrition could have a material adverse effect on our business, results of operations, and financial condition.

We may be unable to realize our growth strategy if we are unable to identify other suitable acquisition opportunities.

We
believe that our future success depends upon our ability to make additional worthwhile acquisitions to offset the effect of customer attrition, such as our recent acquisitions of
Extensity and Comshare. If we cannot make additional worthwhile acquisitions, our revenues and stock price will likely decline. We cannot be certain that we will be able to identify additional
suitable acquisition candidates available for purchase at reasonable prices, to consummate any acquisition. When evaluating an acquisition opportunity, we cannot assure you that we will correctly
identify the risks and costs inherent in the business that we are acquiring. In addition, to achieve desired growth rates as we become larger, acquisition candidates are likely to be larger and may
continue to include public companies. The acquisition of a public company may involve additional risks, including the potential for lack of recourse against public shareholders for undisclosed
material liabilities of the acquired business. If we were to proceed with one or more significant future acquisitions in which the consideration consisted of cash, a substantial portion of our
available cash resources could be used.

Our inability to successfully integrate other businesses that we acquire may disrupt our operations or otherwise have a negative impact on our business.

We
made one acquisition in FY 2004 and two acquisitions during FY 2003. We made numerous acquisitions prior to FY 2002, including eleven during FY 2000. We are frequently in formal or
informal discussions with potential acquisition candidates and may make additional acquisitions of, or large investments in, other businesses that offer products, services, and technologies that we
believe would complement our products and services. Integration of our completed acquisitions and any future acquisitions involves a number of special risks, including the following: diversion of
management's attention from, and lure to successfully integrate the personnel, information systems, technology, and operations of the acquired business; failure to maximize the potential financial and
strategic benefits of the transaction; failure to realize the expected synergies from businesses that we acquire; possible impairment of relationships with employees and customers as a result of any
integration of new businesses and management personnel; impairment of assets related to resulting goodwill; reductions in future operating results from amortization of intangible assets; and
unanticipated adverse events, circumstances, or legal liabilities associated with the transaction or the acquired business.

Moreover,
mergers or acquisitions of technology companies are generally risky and often fail to deliver the return on investment that acquirers expect. Such failures can result from a
number of factors, including the following: rapid changes in technology in the markets in which the combining companies compete, and in demand for their products and services; difficulties in
integrating the businesses and personnel of the acquired company; failure to achieve expected revenue or cost

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synergies;
unanticipated costs or liabilities; and other factors. If we are unable to integrate future acquisitions successfully, our business and results of operations could be adversely affected.

The loss, cancellation or delay of orders by our customers could harm our business.

The
purchase of some of our products, particularly our EAS products, and the related professional services may involve a significant commitment of resources and costs for our customers.
As a result, our sales process involves a lengthy evaluation and product qualification process that may require significant capital expenditures. For these and other reasons, the sales cycle
associated with the license of our products, renewal of maintenance agreements, and sale of related professional services varies substantially from contract to contract and customer to customer. The
sales cycles for our products vary by product and application, and may range up to a year or more for large, complex installations. We may experience delays over which we have no control and which
further extend that period. During the process, we may devote significant time and resources to a prospective customer, including costs associated with multiple site visits, product demonstrations,
and feasibility studies. If we are unsuccessful in generating offsetting revenues during these sales cycles, our revenues and earnings could be substantially reduced or we could experience a large
loss. Any significant or ongoing failure to ultimately achieve sales as a result of our efforts, or any delays or difficulties in the implementation process for any given customer could have a
negative impact on our revenues and results of operations.

Demand for our products and services fluctuates rapidly and unpredictably, which makes it difficult for us to manage our business efficiently and can reduce our gross margins,
profitability and market share.

We
depend upon the capital spending budgets of our customers. World economic conditions have in the past adversely affected our licensing and maintenance revenue. We believe that the
continued weakness in our revenues from sales of new licenses of our enterprise applications systems is consistent with the experience of other participants in our industry. If economic or other
conditions reduce our customers' capital spending levels, our business, results of operations, re has been a financial severe worldwide downturn in information technology spending over the last few
years, and any growth in our markets will depend on a general recovery in information technology spending. Growth prospects for our existing businesses are uncertain, with expansion in the industry
also being highly dependent on users of enterprise applications systems enhancing their current systems through Web-based applications and new functionality that is complementary to that
of their existing systems. Currently, we believe that the market for enterprise resource planning software is weak, and it may continue to be weak for the foreseeable future.

In
addition, the purchase and implementation of our products can constitute a major portion of our customers' overall corporate services budget, and the amount customers are willing to
invest in acquiring and implementing such products has tended to vary in response to economic or financial crises or other business conditions. Prolongation of the current economic downturn or other
difficulty in the economies where we license our products, including North America, the United Kingdom, and other European countries, could have a material adverse effect on our business, financial
position, operating results, or cash flows. In particular, our financial position may be significantly adversely affected by a prolonged recession or economic slowdown in any of the economies where we
derive a substantial portion of our revenue.

We face significant competition from other providers of enterprise applications software and systems, which may reduce our market share or limit the prices we can charge for
our systems and services.

The
enterprise resource planning market in which we compete is maturing and is deeply penetrated by large independent software suppliers, such as Microsoft, Oracle Corp., Hyperion,
Cognos, Outlooksoft, Cartesis, Lawson Software, PeopleSoft, Inc., SAP AG, SSA and Intentia, and many other suppliers selling to small and mid-sized customers. As a result,
competition is intense, and significant pricing pressure exists. The intensity of this competition increases as demand for products and services, such as those offered by us, weakens. To maintain and
to improve our competitive position, we must continue to develop and to introduce, in a timely and cost effective manner, new products, product

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features,
and services. In addition, we expect that a substantial portion of our revenue will continue to be derived from renewals of annual maintenance contracts with customers of our software
applications. Although we have experienced relatively stable and predictable attrition relating to these contracts, increased competition could significantly reduce the need for our maintenance
services, as customers could either decide to replace our software applications with a competitor's applications or to enter in to a maintenance contract with a third party to service their software.

We
anticipate additional competition as other established and emerging companies enter the market for our products and as new products and technologies are introduced. For example,
companies that historically have not competed in the enterprise resource planning systems market could introduce new enterprise applications based on newer product architectures that could provide for
functionality similar to that of our products that are based on older technology. In addition, current and potential competitors may make strategic acquisitions or establish co-operative
relationships among themselves or with third parties, thereby increasing the ability of their products to address the needs of our prospective customers. Accordingly, it is possible that new
competitors or alliances among current and new competitors may emerge and rapidly gain significant market share. This competition could result in price reductions, fewer customer orders, reduced gross
margins, and loss of market share. In addition, variances or slowdowns in our new licensing revenue may negatively impact our current and future revenue from services and maintenance, since such
services and maintenance revenues typically depend on new license sales.

Our competitors may have advantages over us that may inhibit our ability to compete effectively.

Many
of our competitors and potential competitors have significantly greater financial, technical, marketing, and other resources, greater name recognition, and a larger installed base
of customers than we do. The products of some of our competitors are based on more advanced product architectures or offer performance advantages compared with our more mature EAS and ISA products.
Our competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements or may devote greater resources to the development, promotion, and sale of
their products than we are able to do. Many competitive factors affect the market for our products and our ability to earn maintenance, professional services and new license revenue. Some of these
factors are: vendor and product reputation; expertise and experience in implementing products in a particular customer'swnership; ease and speed of implementation; customer support; product
architecture, quality, price and performance; product performance attributes, such as flexibility, scalability, compatibility, functionality and ease of use; and vendor financial stability. Our
inability to compete effectively based on any of the foregoing factors could have a material adverse effect on our business, results of operations and financial condition. Not all of our existing
products compete equally well with respect to each of these factors. To the extent that we conclude that one or more of our existing products is unable to compete effectively, we may reduce the amount
of product development, sales and marketing and other resources that we devote to that product. This could result in customer dissatisfaction and a more rapid than anticipated rate of customer
attrition and decline in revenues from that product, each of which could have a material adverse effect on our business, results of operations, and financial condition.

Our business may be impacted by the recent consolidation trend in the software industry.

There
is a recent trend in the software industry generally, and the enterprise resource planning segment specifically, towards the consolidation of the participants within the industry
and between segments. This trend may continue and could result in fewer participants in each segment, some of whom may have greater economic resources, broader geographic scope, a broader range of
products and better overall positioning than we do. As a result of this consolidation trend and the fact that there may be fewer participants in the industry or in each segment, competition may
increase and pricing pressure on our products may intensify. Industry participants with a broader range of product offerings may be better able to meet customers'ition, as a result of this trend,
customers' buying patterns may be impacted. The uncertainty se customers to postpone or delay their buying decisions until the

16

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uncertainty
regarding this consolidation trend is reduced. We believe that, to the extent we are unable to capitalize on this consolidation trend, it could have a material adverse effect on our
business, results of operations, and financial condition.

Our rapid growth through acquisitions has placed significant demands on our management resources and operational infrastructure. Any failure to manage growth effectively may
lead to a disruption in our operations and a resulting decline in profitability.

In
recent years, we have experienced substantial growth, primarily through acquisitions, which have significantly expanded our operations. We have made 33 acquisitions between
May 1, 1996, and April 30, 2004, and plan to continue to make acquisitions in the future. This growth and expansion have placed, and will continue to place, a significant demand on our
management resources. To manage growth effectively, we must maintain a high level of quality, efficiency and performance and must continue to enhance our operational, financial, and management systems
and to attract, to train, to motivate and to manage employees. We may not be able to effectively manage this expansion, and any failure to do so could lead to a disruption in our business, a loss of
customers and revenue, and increased expenses. Any such decline in profitability could lessen the trading price of Geac common shares.

Potential divestitures may reduce revenues in the short term and create uncertainty among our employees, customers and potential customers, which could harm our
business.

We
have in the past divested, and may in the future consider divesting certain portions of our business. Any divestitures would result in a short-term reduction in revenue
and could harm our results of operations if we were not able to reduce expenses accordingly or to generate offsetting sources of revenue. To the extent that our consideration of these potential
divestitures became known prior to their completion, we could face the risk, among others, that customers and potential customers of the business division in question might be reluctant to purchase
our products and services during this period. In addition, we might face the risk that we may be unable to retain qualified personnel within that business division during this period. These risks
could prevent us from successfully completing on favourable terms, or at all, divestitures that would otherwise be beneficial to us, and may in the process weaken business divisions subject to
consideration for divestiture that are not, in fact, divested. Any of these events could result in a loss of customers, revenues, and employees and could harm our results of operations.

Our international operations expose us to additional risks, including currency-related risk.

We
are subject to risks of doing business internationally, including fluctuations in currency exchange rates, increases in duty rates, difficulties in obtaining export licenses,
difficulties in the enforcement of intellectual property rights and political uncertainties. We derived more than 95 percent of our total revenue from sales outside Canada in each of FY 2004
and FY 2003. Our most significant international operations are in the United States, the United Kingdom, and France, which are the only countries in which our revenues constituted more than
10 percent of our total worldwide revenues during FY 2004 and FY 2003. Historically, our Canadian sales and expenses have been denominated in Canadian dollars, and our non-Canadian
sales and expenses have been denominated in the currencies of 21 other jurisdictions. Effective May 1, 2003, we adopted the U.S. dollar as our reporting currency. To date, we have not used
forward, exchange contracts to hedge exposures denominated in non-U.S. currencies, or any other derivative financial instrument for trading, hedging, or speculative purposes.

Revenues
and expenses generated in foreign currencies are translated at exchange rates during the month in which the transaction occurs. We cannot predict the effect of foreign exchange
losses in the future; however, if significant foreign exchange losses are experienced, they could have a material adverse effect on our business, results of operations, and financial condition. In
addition, fluctuations in exchange rates could affect the demand for our products. Additional risks we face in conducting business internationally include the following: longer payment cycles,
difficulties in managing international operations, including constraints associated with local laws regarding employment,

17

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problems
in collecting accounts receivable, complex international tax compliance requirements, and the adverse effects of tariffs, duties, price controls or other restrictions that impair trade.

Seasonal trends in sales of our software products may result in periodic reductions in our cash flow and impairment of our operating results.

Seasonality
in our business could result in our revenues or cash flows in a given period being less than market estimates. Seasonality could also result in
quarter-to-quarter decreases in our revenues or cash flows. Our revenues and operating results in our January quarter have tended to benefit from customer spending related to
calendar year end budget cycles. The greatest number of our maintenance contract renewals occur on a calendar year basis. Accordingly, cash receipts from maintenance contract renewals are highest in
the January quarter and lowest in the July and October quarters. These historical patterns may change over time, however, particularly as our operations become larger and the sources of our revenue
change and become more diverse. Our European operations have expanded significantly in recent years and may experience variability in demand associated with seasonal buying patterns in these foreign
markets. For example, our July and October quarters typically experience reduced sales and cash collections activity, in part, due to the European summer holiday season.

Impact of geopolitical and other world or local events may have a significant effect on our operations.

Various
events, including natural disasters, extreme weather conditions, labour disputes, civil unrest, war and political instability, terrorism, and contagious illness outbreaks, or the
perceived threat of these events, may cause a disruption of our normal operations and may disrupt the domestic and international travel of our sales and other personnel. In addition to the general
uncertainty that these events or the perceived threat of these events could have on the demand for our products and services, the ability of our personnel, including maintenance and sales personnel,
to travel to visit customers or potential customers may be affected. The sales cycle for our products includes a period of education for potential customers on the use and benefits of our products and
services, as well as the integration of our products and services with additional applications utilized by individual customers. Any disruption in the ability of our personnel to travel could have a
material and adverse impact on our ability to complete this process and to service these customers, which could, in turn, have a material adverse effect on our business, results of operations and
financial condition. In addition, these events or the perceived threat of these events may require us to reorganize our day-to-day operations to minimize the associated risks.
Any expense related to the reorganization of our day-to-day operations, even on a short-term basis, could also have a material adverse effect on our business,
results of operations and financial condition.

If we cannot attract and retain qualified sales personnel, customer service personnel, and software developers, we may not be able to sell and to support our existing products
or to develop new products.

We
depend on key technical, sales, and senior management personnel. Many of these individuals would be difficult to replace if they were to leave our employment. In addition, our success
is highly dependent on our continuing ability to identify, to hire, to train, to assimilate, to motivate, and to retain highly qualified personnel, including recently hired officers and other
employees. Competition for qualified employees is particularly intense in the technology industry, and we have in the past experienced difficulty recruiting qualified employees. Our failure to attract
and to retain the necessary qualified personnel could seriously harm our operating results and financial condition.

Our
future growth depends, in part, upon our ability to develop new products and to improve existing products. Our ability to develop new products and services and to enhance our
existing products and services will depend, in part, on our ability to recruit and to retain top quality software programmers. If we are unable to hire and to retain sufficient numbers of qualified
programming personnel, we may not be able to develop new products and services or to improve our existing products and services in the time frame necessary to execute our business plan.

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Our executive officers are critical to our business, and these officers may not remain with us in the future.

Our
future success largely depends on the continued efforts and abilities of our executive officers. Their skills, experience, and industry contacts significantly benefit us. Although we
have employment and non-competition agreements with Charles Jones, our President and Chief Executive Officer; Donna deWinter, our Chief Financial Officer; James Travers, President, Geac
Americas; and Timothy Wright, our Chief Technology Officer and our Chief Executive of Europe and Asia-Pacific; we cannot assure you that they, or our other executive officers will all
choose to remain employed by us. If we lose the services of one or more of our executive officers, or if one or more of them decide to join a competitor or otherwise compete directly or indirectly
with us, our business, operating results, and financial condition could be harmed. We do not maintain key-man life insurance on any of our employees.

The market for our software products is characterized by rapid technological advances, and we must continually improve our technology to remain
competitive.

Rapid
technological change and frequent new product introductions and enhancements characterize the enterprise solutions software industry. Our current and potential customers
increasingly require greater levels of functionality and more sophisticated product offerings. In addition, the life cycles of our products are difficult to estimate. Accordingly, we believe that our
future success depends upon our ability to enhance current products and to develop and to introduce new products offering enhanced performance and functionality at competitive prices in a timely
manner, and on our ability to enable our products to work in conjunction with other products from other suppliers that our customers may utilize. Our failure to develop and to introduce or to enhance
products in a timely manner could have a material adverse effect on our business, results of operations, and financial condition. We may be unable to respond on a timely basis to the changing needs of
our customer base, and the new applications we design for our customers may prove to be ineffective. Our ability to compete successfully will depend in large measure on our ability to be among the
first to market with effective new products or services, to maintain a technically competent research and development staff, and to adapt to technological changes and advances in the industry,
including providing for the continued compatibility of our software products with evolving computer hardware and software platforms and operating environments. We cannot assure you that we will be
successful in these efforts. In addition, competitive or technological developments and new regulatory requirements may require us to make substantial, unanticipated investments in new products and
technologies, and we may not have sufficient resources to make these investments. If we were required to expend substantial resources to respond to specific technological or product changes, our
operating results would be adversely affected.

We may be unable to develop and to maintain collaborative development and marketing relationships, which could result in a decline in revenues or slower than
anticipated growth rates.

As
a part of our business strategy, we have and intend to continue to form collaborative relationships with other leading companies to increase new license revenue. We believe that our
success will depend, in part, on our ability to maintain these relationships and to cultivate additional corporate alliances with such companies. We cannot assure you that our historical collaborative
relationships will be commercially successful, that we will be able to negotiate additional collaborative relationships, that such additional collaborative relationships will be available to us on
acceptable terms, or that any such relationships, if established, will be commercially successful. In addition, we cannot assure you that parties with whom we have established, or will establish,
collaborative relationships will not, either directly or in collaboration with others, pursue alternative technologies or develop alternative products in addition to, or instead of, our products, be
acquired by our competitors resulting in the termination of our relationship or experience financial or other difficulties that lessen their value to us and to our customers. Our financial condition
or results of operations may be adversely affected by our failure to establish and maintain collaborative relationships.

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We may become increasingly dependent on third party software incorporated in our products, and, if so, impaired relations with these third parties, errors in third-party
software, or inability to enhance the software over time could harm our business.

We
incorporate third party software into our products. Currently, the third-party software we use includes several products from IBM, including Websphere Application Server, Websphere
Commerce Suite, HACP, and MQSeries. Other third-party software incorporated by us in our products includes Impromptu, FRx Professional Edition and Enterprise Edition, NetManage Rumba, Applix iSales,
Jacada, Brio Brio.Report, Rogue Wave Software Tools.h++, FileNET Panagon, Captaris RightFax, Microsoft Clearlead, Microsoft.net, Lombardi TeamWorks, IBI WebFOCUS, John Galt Forecasting, Pervasive
Pervasive.SQL, Inxight Hyperbolic Tree, Summit BasciScript, application server software licensed from BEA Systems, off-line database software from Pointbase, off-line client
server software from Pumatech, synchronization software from Aether Systems, reporting software from Business Objects, and Java Web Start from Sun Microsystems. We may incorporate additional third
party software into our products as we expand our product lines. The operation of our products would be impaired if errors occur in the third-party software that we license. It may be more difficult
for us to correct any errors in third-party software because the software is not within our control. Accordingly, our business would be adversely affected in the event of any errors in this software.
Furthermore, it may be difficult for us to replace any third-party software if a vendor seeks to terminate our license to the software.

We may be unable to protect our proprietary technology and that of other companies we may acquire, which could harm our competitive position.

We
have relied, and expect to continue to rely, on a combination of copyright, trademark and trade secret laws, confidentiality procedures, and contractual provisions to establish, to
maintain, and to protect our proprietary rights. Despite our efforts to protect our proprietary rights in our intellectual property and that of other companies we may acquire, unauthorized parties may
attempt to copy aspects of our products or to obtain information we regard as proprietary. Policing unauthorized use of our technology, if required, may be difficult, time consuming, and costly. Our
means of protecting our technology may be inadequate.

Third
parties may apply for patent protection for processes that are the same as or similar to our processes or for products that use the same or similar processes as our products.
Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or services or to obtain and to use information that we regard as proprietary.
Third parties may also independently develop similar or superior technology without violating our proprietary rights. In addition, the laws of some foreign countries do not protect proprietary rights
to the same extent as do the laws of Canada and the United States.

We
believe that trademark protection is an important factor in establishing product recognition. Our inability to protect our trademarks from infringement could result in injury to any
goodwill, which may be developed in our trademarks. Moreover, we may be unable to use one or more of our trademarks because of successful third-party claims.

Claims
of infringement are becoming increasingly common as the software industry develops and legal protections, including patents, are applied to software products. Although we believe
that our products and technology do not infringe proprietary rights of others, litigation may be necessary to protect our proprietary technology, and third parties may assert infringement claims
against us with respect to their proprietary rights. Any claims or litigation can be time consuming and expensive regardless of their merit. Infringement claims against us could cause product release
delays, require us to redesign our products or to enter into royalty or license agreements that may not be available on terms acceptable to us, or at all.

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Product development delays could harm our competitive position and reduce our revenues.

If
we experience significant delays in releasing new or enhanced products, our position in the market could be harmed and our revenue could be substantially reduced, which would
adversely affect our operating results. We have experienced product development delays in the past and may experience delays in the future. In particular, we may experience product development delays
associated with the integration of recently acquired products and technologies. Delays may occur for many reasons,
including an inability to hire a sufficient number of developers, discovery of bugs and errors, or the inability of our current or future products to conform to customer and industry requirements.

Our software products may contain errors or defects that could result in lost revenue, delayed or limited market acceptance, or product liability claims with substantial
litigation costs.

As
a result of their complexity, software products may contain undetected errors or failures when entering the market. Despite testing performed by us and testing and use by current and
potential customers, defects and errors may be found in new products after commencement of commercial shipments or the offering of a network service using these products. In these circumstances, we
may be unable to successfully correct the errors in a timely manner or at all. The occurrence of errors and failures in our products could result in negative publicity and a loss of, or delay in,
market acceptance of those products, which could reduce revenue from new licenses and lead to increased customer attrition. Alleviating these errors and failures could require significant expenditure
of capital and other resources by us. The consequences of these errors and failures could have a material adverse effect on our business, results of operations, and financial condition.

Because
many of our customers use our products for business-critical applications, any errors, defects, or other performance problems could result in financial or other damage to our
customers. Our customers or other third parties could seek to recover damages from us in the event of actual or alleged failures of our products or the provision of services. We have in the past been,
and may in the future continue to be, subject to these kinds of claims. Although our license agreements with customers typically contain provisions designed to limit our exposure to potential claims,
as well as any liabilities arising from these claims, the provisions may not effectively protect against these claims and the liability and associated costs. Accordingly, any such claim could have a
material adverse effect upon our business, results of operations, and financial condition. In addition, defending this kind of claim, regardless of its merits, or otherwise satisfying affected
customers, could entail substantial expense and require the devotion of significant time and attention by key management personnel.

The hosting services of our AppCare service, Extensity products, and Interealty subsidiary are dependent on the uninterrupted operation of our data centers. Any unexpected
interruption in the operation of our data centers could result in customer dissatisfaction and a loss of revenues.

The
hosting services offered by our AppCare remote application management service, Extensity products, Anael, Local Government and Interealty subsidiary depend upon the uninterrupted
operation of our data centers and our ability to protect computer equipment and information stored in our data centers against damage that may be caused by natural disaster, fire, power loss,
telecommunications or internet failure, unauthorized intrusion, computer viruses and other similar damaging events. If any of our data centers were to become inoperable for an extended period we might
be unable to provide our customers with contracted services. Although we take what we believe to be reasonable precautions against such occurrences, we can give no assurance that damaging events such
as these will not result in a prolonged interruption of our services, which could result in customer dissatisfaction, loss of revenue and damage to our business.

In
addition, if customers determine that our hosted product is not scalable, does not provide adequate security for the dissemination of information over the Internet, or is otherwise
inadequate for Internet-based use, or, if for any other reason, customers fail to accept our hosted products for use on

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the
Internet or on a subscription basis, our business will be harmed. As a provider of hosted services, we expect to receive confidential information, including credit card, travel booking, employee,
purchasing, supplier, and other financial and accounting data, through the Internet. There can be no assurance that this information will not be subject to computer break-ins, theft, and
other improper activity that could jeopardize the security of information for which we are responsible. Any such lapse in security could expose us to litigation, loss of customers, or otherwise harm
our business. In addition, any person who is able to circumvent our security measures could misappropriate proprietary or confidential customer information or cause interruptions in our operations. We
may be required to incur significant costs to protect against security breaches or to alleviate problems caused by breaches. Further, a well-publicized compromise of security could deter
people from using the Internet to conduct transactions that involve transmitting confidential information. Our failure to prevent security breaches, or well-publicized security breaches
affecting the Internet in general could significantly harm our business, operating results and financial condition.

As
Internet commerce evolves, we expect that federal, provincial, state or foreign agencies will adopt regulations covering issues, such as user privacy, pricing, taxation of goods and
services provided over the Internet, and content and quality of products and services. It is possible that legislation could expose companies involved in electronic commerce to liability, which could
limit the growth of electronic commerce generally. Legislation could dampen the growth in Internet usage and decrease its acceptance as a communications and commercial medium. If enacted, these laws,
rules or regulations could limit the market for our products and services.

Our shareholder protection rights plan may discourage take-over attempts.

We have adopted a shareholder protection rights plan, pursuant to which one right for each Geac common share has been issued. The rights represent the right to
purchase, subject to the terms and conditions of the rights plan, Geac common shares that would have the effect of diluting the interests of potential acquirers. The rights plan may have an
anti-take-over effect and discourage take-over attempts not first approved by our board of directors or made in accordance with the terms of the plan.

Our subsidiary, Extensity, is the target of a securities class action complaint, which may result in substantial costs and divert management attention and
resources.

Extensity,
a subsidiary that we acquired 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 entered into a memorandum of understanding to settle all claims, which would be funded by the issuers' insurers. The settlement is subject to a number ies and the of
conditions, Court. This action may divert the efforts and attention of our management and, if determined adversely, could have a material impact on our business, financial position, results of
operations and cash flows.

We may be required to delay the recognition of revenue until future periods, which could adversely impact our operating results.

We
may have to defer revenue recognition due to several factors, including whether:



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

We may have exposure to additional tax liabilities.

As a multinational corporation, we are subject to income taxes as well as non-income based taxes, in Canada, the United States and various foreign
jurisdictions and our tax structure is subject to review by numerous taxation authorities. Significant judgment is required in determining our worldwide provision for income taxes and other tax
liabilities. In the ordinary course of a global business, there are many intercompany transactions and calculations where the ultimate tax determination is uncertain. Although we believe that our tax
estimates are reasonable, we cannot assure you that the final determination of any tax audits and litigation will not be different from what is reflected in our historical income tax provisions and
accruals, and any such differences may materially affect our operating results for the affected period or periods.

We
also have exposure to additional non-income tax liabilities. We are subject to non-income taxes, such as payroll, sales, use, value-added, net worth, property
and goods and services taxes, in Canada, the United States and various foreign jurisdictions. We are regularly under audit by tax authorities with respect to these non-income taxes.

Terrorist attacks or hostilities could harm our business.

Actual or threatened terrorist attacks or military actions, and events occurring in response to those developments, may reduce the amount, or delay the timing, of
capital expenditures by corporations for information technology. Accordingly, we cannot be assured that we will be able to increase or maintain our revenue. In addition, any increase in terrorist
activity or escalation of military action may disrupt our operations or the operations of our customers, which could adversely affect our business, financial condition or operating results.

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Legislative actions, higher insurance costs and potential new accounting pronouncements may affect our future financial position and results of
operations.

To
comply with the Sarbanes-Oxley Act of 2002, as well as recent changes to stock exchange standards, we may be required to hire additional personnel, make additional investment in our
infrastructure and utilize additional outside legal, accounting and advisory services, all of which will cause our general and administrative costs to increase. Insurers may increase premiums as a
result of high claims rates experienced by them over the past year, and so our future premiums for our various insurance policies, including our directors' and officers' insurance policies, could be
subject to increase. Proposed changes in the accounting rules could materially increase the expenses that we report under generally accepted accounting principles and adversely affect our operating
results.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

General

The preparation of our consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Our estimates are based on historical experience and on various other assumptions that are believed to
be reasonable under the circumstances. Our ongoing evaluation of these estimates forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of
revenues and expenses, in cases where they are not readily ascertainable from other sources. Actual amounts may differ from these estimates under different assumptions or conditions.

Our
significant accounting policies are fully described in Note 2 to our consolidated financial statements. However, certain accounting policies are particularly important to the
reporting of our financial position and results of operations, and require the application of significant judgment by our management. An accounting policy is deemed to be critical if it requires an
accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or
changes in the accounting estimates
that are reasonably likely to occur periodically, could materially impact the financial statements. Management believes the following critical accounting policies reflect the more significant
estimates and assumptions used in the preparation of our consolidated financial statements.

Revenue Recognition.Revenue consists primarily of software licenses fees, maintenance fees, and professional service fees.
Support and service revenue is comprised of professional services revenue from consulting, implementation and training services related to our products; and maintenance and technical support
subscriptions, which also includes software upgrades and enhancements. We recognize revenue in accordance with the current rules that have been prescribed for the software industry under Canadian
generally accepted accounting principles. Revenue recognition requirements are very complex and are affected by interpretations of the rules and industry practices, both of which are subject to
change. We follow specific and detailed guidelines in measuring revenue; however, certain judgments and current interpretations of rules and guidelines affect the application of our revenue
recognition policy.

Software
license revenue is comprised of license fees charged for the use of our 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, we recognize 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.

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One
of the critical judgments we make is our assessment of the probability of collecting the related accounts receivable balance on a customer-by-customer basis.
As a result, the timing or amount of revenue recognition may have been different if different assessments of the probability of collection had been made at the time that the transactions were recorded
in revenue. In cases where collectibility is not deemed probable, revenue is recognized upon receipt of cash, assuming all other criteria have been met.

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, we use 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 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. We are required to exercise judgment in determining whether VSOE exists for each undelivered element and to determine whether and when each element has been
delivered. If we were to change any of these assumptions or judgments, it could cause a material increase or decrease in the amount of revenue that we recognize in a particular period.

Maintenance
revenue consists of fees charged for customer support on our software products post-delivery, which are determinable based upon VSOE of the fair value.
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.

Professional
service revenue consists of fees charged for product training and consulting services, which are determinable based upon VSOE of the fair value. 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 or acceptance 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 our license arrangements, we recognize 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 customer has accepted the milestone.

Revenue
from fixed price professional service contracts is recognized on a proportional performance basis which requires us to make estimates and is subject to risks and uncertainties
inherent in projecting future events. A number of internal and external factors can affect our estimates, including the nature of the services being performed, the complexity of the customer'slogy
environment and the utilization and efficiency of our professional services employees. Recognized revenues and profit are subject to revisions as the contract progresses to completion. Revisions in
profit estimates are charged to income in the period in which the facts that give rise to the revision become known. If we do not have a sufficient basis to estimate the progress towards completion,
revenue is recognized when the project is complete or when we receive final acceptance from 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

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reasonably
dependable estimates of progress toward completion of a contract can be made. We estimate the percentage-of-completion on contracts utilizing costs incurred to date
as a 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, we have had no contracts accounted for using the percentage of completion method.

Valuation of Identifiable Goodwill and Other Intangible Assets.We account for our business acquisitions under the purchase
method of accounting. The total cost of an acquisition is allocated to the underlying net assets based on their respective estimated fair values. As part of this allocation process, we must identify
and attribute values and estimated lives to the intangible assets acquired. While we may employ experts to assist us with these matters, such determinations involve considerable judgment, and often
involve the use of significant estimates and assumptions, including those with respect to future cash inflows and outflows, discount rates, and asset lives. These determinations will affect the amount
of amortization expense recognized in future periods.

Goodwill
is initially recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. Goodwill is
not amortized but rather it is periodically assessed for impairment. We perform an annual review in the fourth quarter of each fiscal year, or more frequently if indicators of potential impairment
exist, to determine if the recorded goodwill is impaired.

We
test goodwill for impairment annually or more frequently if circumstances indicate that impairment may exist. Goodwill is tested for impairment at the "reporting unit level"
("reporting unit") in accordance with Canadian Institute of Chartered Accountants ("CICA") Handbook Section 3062, "Goodwill and Other Intangible Assets." A "reporting unit" is a group or
business for which discrete financial information is available and that have similar economic characteristics. Our impairment review process compares the fair value of the reporting unit to its
carrying value, including the goodwill related to the reporting unit. To determine the fair value, our review process uses the cash flow method and is based on a discounted future cash flow approach
that uses estimates including the following for the reporting units: revenue, based on expected growth rates; estimated costs; and appropriate discount rates based on our weighted-average cost of
capital. Significant management judgment is required in the forecasting of future operating results, which are used in the preparation of the projected discounted cash flows and should different
conditions prevail, material write-downs of goodwill could occur.

We
also review 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. Any change in estimate which causes the undiscounted expected future cash flows to be less than the
carrying value, would result in an impairment loss being recognized equal to the amount by which the carrying value of the asset exceeds the fair value of the asset.

Accounting for Income Taxes.Significant management judgment is required in determining our provision for income taxes, our
income tax assets and liabilities, and any valuation allowance recorded against our net income tax assets. We operate in multiple geographic jurisdictions, and to the extent we have profits in each
jurisdiction, these profits are taxed pursuant to the tax laws of their jurisdiction. Our effective tax rate may be affected by the changes in, or interpretations of, tax laws in any given
jurisdiction, the level of profitability, utilization of net operating losses and tax credit carry forwards, changes in geographical mix of income and expense, and changes in management's assessment
of matters, such as the ability to realize ust estimate future tax assets our income taxes in each of the

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jurisdictions
in which we operate on a quarterly basis. This process involves estimating our actual current tax exposure, together with assessing temporary differences resulting from differing
treatment of items for tax and accounting purposes. These differences result in future tax assets and liabilities, which are included in our consolidated balance sheet.

We
record a valuation allowance to reduce our future tax assets recorded on our balance sheet to the amount of future tax benefit that is more likely than not to be realized. The
valuation allowance is based on our estimates of taxable income by jurisdiction in which we operate and the period over which our income tax assets will be recoverable. While we have considered future
taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, there is no assurance that the valuation allowance will not need to be
increased to cover additional future tax assets that may not be realizable. Although we believe that our estimates are reasonable, no assurance can be given that the final tax outcome of these matters
will not be different than that which is reflected in our historical income tax provisions and accruals. Any increase in the valuation allowance could have a material adverse impact on our income tax
provision and net income reflected in our consolidated statement of operations in the period in which such determination is made.

Restructuring.We have accrued restructuring charges for lease commitments for the various facilities that we have vacated or
plan to vacate, net of estimated projected sublease income. The assumptions we have made are based on the current market conditions in the various areas we have vacant space, and necessarily entail a
high level of management judgment. These market conditions will often fluctuate greatly due to such factors as changes in property occupancy rates, rental prices charged for comparable properties and
general economic conditions. These changes could materially affect our accrual. If, in future periods, it is determined that we have over accrued restructuring charges for the consolidation of
facilities, the reversal of such over-accrual would have a favorable impact on our financial statements in the period during which this was determined and would be recorded as a credit to
restructuring costs. Conversely, if it is determined that our accrual is
insufficient, an additional charge would have an unfavorable impact on our financial statements in the period this was determined.

Accounts Receivable.We evaluate the collectibility of our trade receivables based on a combination of factors. We regularly
analyze our significant customer accounts, and, when we become aware of a specific customer's inability to meet its financial obligations to us, such as in the case of bankruptcy filings or
deterioration in the customer's operating results or financial position, we record specific bad debt reserves to reduce the related receivable to the amount we reasonably believe is collectible. We
also record reserves for bad debt on a small portion of all other customer balances based on a variety of factors, including the length of time that the receivables are past due, the financial health
of the customer, macroeconomic considerations and historical experience. If circumstances related to specific customers change, our estimates of the recoverability of receivables could be further
adjusted. As of April 30, 2004 our allowance for doubtful accounts was $11.5 million.

Contingencies.We are currently involved in various claims and legal proceedings. Quarterly, we review the status of each
significant matter and assess our potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, we accrue a
liability for the estimated loss. Significant judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable. Because of the
uncertainties related to these matters, accruals are based only on the best information available at the time. As additional information becomes available, we reassess the potential liability related
to our pending claims and litigation and, if necessary, revise our estimates. Such revisions in the estimates of the potential liabilities could have a material impact on our results of operations and
financial position.

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SELECTED ANNUAL INFORMATION

The following information is provided to give a context to the broader comments elsewhere in this report.

Three year financial highlights

(in thousands of U.S. dollars, except share and per share data)

|                                                                                                  |  | Years Ended April 30, |         
|------------------------------------------------------------------------------------------------- |  | --------------------- | --------
|
|Consolidated Statement of Earnings Data:                                                          |  |                       |         
|Total revenues                                                                                    |  | $                     | 445,272 
|Total cost of revenues                                                                            |  |                       | (175,096
|                                                                                                  |  |                       |         
|Gross profit                                                                                      |  |                       | 270,176 
|Operating expenses                                                                                |  |                       | (197,938
|                                                                                                  |  |                       |         
|Earnings from operations                                                                          |  |                       | 72,238  
|Other expense, net                                                                                |  |                       | (1,398  
|                                                                                                  |  |                       |         
|Earnings from operations before income taxes                                                      |  |                       | 70,840  
|Income taxes                                                                                      |  |                       | (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)   |  |                       | 84,645  
|Weighted average number of common shares used in computing diluted net earnings per share ('000s) |  |                       | 86,233  
|                                                                                                  |  |                       |         
|Consolidated Balance Sheet Data:                                                                  |  |                       |         
|Cash and cash equivalents                                                                         |  | $                     | 112,550 
|Current assets                                                                                    |  |                       | 195,192 
|Total assets                                                                                      |  |                       | 406,903 
|Current liabilities                                                                               |  |                       | 232,520 
|Total liabilities                                                                                 |  |                       | 270,832 
|Shareholders' equity                                                                              |  |                       | 136,071 
|                                                                                                  |  |                       |         
|Consolidated Statement of Cash Flows Data:                                                        |  |                       |         
|Cash provided by operating activities                                                             |  | $                     | 66,618  
|Cash used in investing activities                                                                 |  |                       | (41,817 
|Cash (used in)/provided by financing activities                                                   |  |                       | (2,796  
|                                                                                                  |  |                       |         

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